Pantages Capital gets Nasdaq extension to March 1, 2027

The extension gives PGAC until March 1, 2027, to document 400 holders; Nasdaq says failure to meet the terms will result in a delisting notification.

Available on EDGAR 11/05/2026 - 04:46 PM EST Accepted by SEC EDGAR 11/05/2026 - 04:45 PM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Pantages Capital Acquisition Corporation (PGAC) received an extension from Nasdaq to regain compliance with its 400 Total Holders minimum for continued listing. Nasdaq's October 27, 2026 notice requires the company, on or before March 1, 2027, to provide documentation from its transfer agent or an independent source showing at least 400 Total Holders of its Class A ordinary shares.

The company submitted its compliance plan on October 16, 2026, following Nasdaq's September 2 notice. If the company does not satisfy the extension terms, Nasdaq will provide written notification that its securities will be delisted. The company may appeal Nasdaq's determination to a Listing Qualifications Panel.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.Failure to meet 400 holders prompts Nasdaq's delisting notification.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Minimum Total Holders: 400 Total Holders Compliance documentation deadline: March 1, 2027 Compliance plan submitted: October 16, 2026 +1 more

4 metrics

Minimum Total Holders 400 Total Holders Nasdaq continued-listing requirement for the Class A ordinary shares

Compliance documentation deadline March 1, 2027 Documentation demonstrating at least 400 Total Holders is due on or before this date

Compliance plan submitted October 16, 2026 The company submitted its plan to Nasdaq

Extension notice received October 27, 2026 Nasdaq granted the extension after reviewing the company's submitted materials

Key Terms

Minimum Total Holders Requirement, transfer agent, Listing Qualifications Panel

3 terms

Minimum Total Holders Requirement regulatory

"regain compliance with the Minimum Total Holders Requirement"

transfer agent technical

"documentation from its transfer agent"

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

Listing Qualifications Panel regulatory

"appeal Nasdaq's determination to a Listing Qualifications Panel"

A listing qualifications panel is a review committee at a stock exchange that checks whether a listed company meets the exchange’s ongoing rules for things like financial health, disclosures, and corporate governance. It matters to investors because the panel can require corrective actions, impose trading restrictions, or remove a company from the market—similar to a quality-control board whose decisions affect a stock’s legal standing, liquidity and value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does PGAC need to do to regain Nasdaq compliance?

Pantages Capital Acquisition Corporation must provide, on or before March 1, 2027, documentation from its transfer agent or an independent source showing at least 400 Total Holders of its Class A ordinary shares. The company submitted its compliance plan to Nasdaq on October 16, 2026.

Could PGAC be delisted from Nasdaq?

If the company does not satisfy the extension terms, Nasdaq will provide written notification that its securities will be delisted. The company may appeal Nasdaq's determination to a Listing Qualifications Panel.

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

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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): October 27, 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 disclosed, on September 2, 2026, Pantages Capital Acquisition Corporation (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to have at least 400 Total Holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Requirement”). The Notice also stated that no later than October 19, 2026, the Company was required to submit a plan to regain compliance with the Minimum Total Holders Requirement. On October 16, 2026, the Company submitted its plan to Nasdaq.

On October 27, 2026, the Company received a notice from Nasdaq, stating that based on the review of the materials submitted by the Company, Nasdaq determined to grant the Company an extension of time to regain compliance with the Minimum Total Holders Requirement. The terms of the extension are as follows: on or before March 1, 2027, the Company must file with Nasdaq documentation from its transfer agent, or independent source, that demonstrates that the Company’s Class A ordinary shares have a minimum of 400 Total Holders. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Listing Qualifications Panel.

Forward-Looking Statements

The Company makes forward-looking statements in this report. These forward-looking statements relate to expectations or forecasts for future events. These forward-looking statements are based on information available to the Company as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to regain compliance with the Minimum Total Holders Requirement and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events, or developments or otherwise.

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: November 5, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents