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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):
September 2, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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 is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the
Company’s securities on the Nasdaq Global Market.
The Notice stated that no later than October 19, 2026, the Company
is required to submit a plan to regain compliance with the Minimum Total Holders Requirement. If Nasdaq accepts the Company’s plan,
Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum
Total Holders Requirement. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision
in front of a Hearings Panel.
The Company intends to submit a plan with the Nasdaq on or before October
19, 2026 to maintain its Nasdaq listing.
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: September 4, 2026 |
|
|