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  4. [8-K] PANTAGES CAPITAL ACQUISITION Corp Reports Material Event

Pantages Capital (NASDAQ: PGAC) extends SPAC deadline as $62.4M redeemed

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Pantages Capital Acquisition Corporation reported shareholder approval to extend the deadline to complete a business combination from June 6, 2026 to June 6, 2027, using up to twelve month-to-month extensions. Each extension requires a deposit into the trust account of $0.033 per public share, capped at $60,000 per month.

In connection with the vote, holders of 5,889,094 Class A shares elected redemption. Approximately $62,410,178.04, or about $10.60 per redeemed share, will be withdrawn from the trust account to pay these holders. After redemptions, 2,980,156 Class A shares and 2,156,250 Class B shares remain outstanding.

Following these changes, about $28,993,998.16 will stay in the Company’s trust account to support a future business combination under the extended timeline.

Positive

  • None.

Negative

  • None.

Insights

SPAC gains more time but with a smaller cash pool after large redemptions.

Pantages Capital Acquisition Corporation obtained up to an additional year, in monthly steps, to complete a business combination. The extension is conditioned on monthly deposits of $0.033 per public share, up to $60,000 each month, which supports remaining investors.

Redemptions of 5,889,094 Class A shares remove about $62,410,178.04 from the trust at roughly $10.60 per share, leaving about $28,993,998.16 in cash and 2,980,156 Class A shares outstanding. The reduced trust size may influence the scale or structure of any eventual deal.

Future company communications about potential business combination targets and any further shareholder actions around the extended deadline of June 6, 2027 will clarify how this smaller trust balance is used.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Extension period to June 6, 2027 New deadline to consummate a business combination
Monthly extension deposit $0.033 per public share Amount deposited into trust per one-month extension
Monthly deposit cap $60,000 per extension Maximum cash required for each month of extension
Shares redeemed 5,889,094 shares Class A shares tendered for redemption at the meeting
Cash paid for redemptions $62,410,178.04 Approximate total withdrawn from trust for redeeming holders
Redemption price $10.60 per share Approximate cash per redeemed Class A share
Trust balance after redemptions $28,993,998.16 Cash remaining in trust account following redemptions
Class A shares outstanding 2,980,156 shares Class A count after redemptions
business combination financial
"extend the date by which the Company must consummate a business combination from June 6, 2026"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Trust Account financial
"depositing into its trust account (the “Trust Account”), held by Wilmington Trust, N.A."
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
redemption financial
"5,889,094 shares were tendered for redemption. As a result, approximately $62,410,178.04"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
Class A ordinary share financial
"Class A ordinary shares, par value $0.0001 per share"
A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.
emerging growth company regulatory
"Emerging growth company Item 8.01. Other Events."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did Pantages Capital Acquisition Corporation (PGAC) shareholders approve regarding the SPAC deadline?
Shareholders approved extending the deadline to complete a business combination from June 6, 2026 to June 6, 2027. The extension is structured as up to twelve month-to-month extensions, each requiring a cash deposit into the SPAC’s trust account per public share.

How many Pantages Capital (PGAC) shares were redeemed and for how much cash?
Holders of 5,889,094 Class A shares elected to redeem. Approximately $62,410,178.04 will be withdrawn from the trust account, reflecting about $10.60 per redeemed share, before any additional payments allocated to cover the company’s tax obligations since that date.

How much money remains in Pantages Capital Acquisition Corporation’s trust account after redemptions?
After processing the 5,889,094 share redemptions, approximately $28,993,998.16 will remain in the Company’s trust account. This reduced cash pool will be available to support a future business combination during the extended period approved by shareholders.

What are Pantages Capital Acquisition Corporation’s share counts after the June 2026 redemptions?
Following the redemptions, Pantages Capital Acquisition Corporation will have 2,980,156 Class A shares outstanding and 2,156,250 Class B shares outstanding. These figures define the SPAC’s equity base going into the extended period for pursuing a business combination.

What monthly payments must Pantages Capital (PGAC) make to extend its business combination deadline?
For each one-month extension after the original June 6, 2026 termination date, the Company must deposit $0.033 per public share into its trust account. Each monthly deposit is capped at a maximum of $60,000, funding up to twelve monthly extensions.

Who holds the trust account funds for Pantages Capital Acquisition Corporation (PGAC)?
The SPAC’s trust account is held by Wilmington Trust, N.A. This account contains the proceeds raised for Pantages Capital Acquisition Corporation’s potential business combination, net of any amounts paid out to redeeming shareholders and required tax-related allocations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 12, 2026

 

PANTAGES CAPITAL ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42425   N/A
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification Number)

 

221 W 9th St #859

Wilmington, DE 19801

(Address of principal executive offices)

 

302-235-3848

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share   PGACU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   PGAC   The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-fifth of one Class A ordinary share   PGACR   The Nasdaq Stock Market LLC

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 8.01. Other Events.

 

As previously reported, on June 3, 2026, Pantages Capital Acquisition Corporation (the “Company”) held its extraordinary annual meeting (the “Meeting”).  At the Meeting, the proposal was approved for the Company to extend the date by which the Company must consummate a business combination from June 6, 2026 (the “Termination Date”) to June 6, 2027, on a month-to-month basis for up to twelve (12) months after the Termination Date. The extension is subject to the Company depositing into its trust account (the “Trust Account”), held by Wilmington Trust, N.A., for each monthly extension, an amount equal to $0.033 per public share remaining outstanding after redemptions, up to a maximum of $60,000 per one-month extension.

 

In connection with the shareholders’ vote at the Meeting, 5,889,094 shares were tendered for redemption. As a result, approximately $62,410,178.04 (approximately $ 10.60 per share) will be removed from the Company’s Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. Following redemptions, the Company will have 2,980,156 Class A Shares outstanding, and 2,156,250 Class B Share outstanding, and approximately $ 28,993,998.16 will remain in the Company’s Trust Account.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Pantages Capital Acquisition Corporation
   
  /s/ William W. Snyder
  Name:  William W. Snyder
  Title: Chief Executive Officer
     
Date: June 12, 2026    

 

 

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Source: View Original Filing on SEC EDGAR

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