Pantages Capital warned on Nasdaq holder count

Q: What Nasdaq rule did PGAC (Pantages Capital Acquisition Corporation) fail to meet?

PGAC reported it is 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.

Q: Is PGAC being immediately delisted from Nasdaq after this notice?

No. The company states the notice is a notification of deficiency only, with no immediate effect on the listing or trading of its securities on the Nasdaq Global Market.

PGAC has fallen below Nasdaq’s 400-holder requirement and must submit a compliance plan by October 19, 2026 to avoid potential delisting.

Available on EDGAR 09/04/2026 - 04:31 PM EDT Accepted by SEC EDGAR 09/04/2026 - 04:31 PM EDT

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Pantages Capital Acquisition Corporation (PGAC) reported that on September 2, 2026 it received a deficiency notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market.

The notice does not result in immediate delisting and the company’s securities continue to trade on the Nasdaq Global Market. Pantages plans to submit a compliance plan to Nasdaq by October 19, 2026, after which Nasdaq may grant up to 180 calendar days from the notice date to evidence regaining compliance or the company may appeal any adverse decision.

Positive

None.

Negative

Nasdaq has notified the company that it is not in compliance with the Minimum Total Holders Requirement of 400 holders, creating a risk of eventual delisting if compliance is not restored.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum Total Holders Requirement: 400 holders Compliance plan deadline: October 19, 2026 Maximum extension period: 180 calendar days

3 metrics

Minimum Total Holders Requirement 400 holders Required by Nasdaq Listing Rule 5450(a)(2) for continued listing on the Nasdaq Global Market

Compliance plan deadline October 19, 2026 Deadline for PGAC to submit a plan to regain compliance with the Minimum Total Holders Requirement

Maximum extension period 180 calendar days Possible additional time from the date of the notice for PGAC to evidence compliance if Nasdaq accepts its plan

Key Terms

Nasdaq Listing Rule 5450(a)(2), Nasdaq Global Market, Minimum Total Holders Requirement, Emerging growth company, +1 more

5 terms

Nasdaq Listing Rule 5450(a)(2) regulatory

"indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2)"

Nasdaq Global Market market

"for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Requirement”)"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Minimum Total Holders Requirement regulatory

"requires the Company to have at least 400 Total Holders for continued listing"

Emerging growth company regulatory

"Emerging growth company Item 3.01 Notice of Delisting"

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.

forward-looking statements regulatory

"The Company makes forward-looking statements in this report."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What Nasdaq rule did PGAC (Pantages Capital Acquisition Corporation) fail to meet?

PGAC reported it is 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.

Is PGAC being immediately delisted from Nasdaq after this notice?

No. The company states the notice is a notification of deficiency only, with no immediate effect on the listing or trading of its securities on the Nasdaq Global Market.

What deadline did Nasdaq give PGAC to submit a compliance plan?

Nasdaq’s notice requires PGAC to submit a plan to regain compliance with the Minimum Total Holders Requirement no later than October 19, 2026.

How much extra time might PGAC receive to regain compliance with Nasdaq rules?

If Nasdaq accepts PGAC’s plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the notice for the company to evidence compliance with the Minimum Total Holders Requirement.

What options does PGAC have if Nasdaq rejects its compliance plan?

If Nasdaq does not accept the company’s plan, PGAC states it will have the opportunity to appeal the decision in front of a Hearings 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): 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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