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Pantages Capital (NASDAQ: PGAC) removes $5M net asset test from MacMines merger deal

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

Rhea-AI Filing Summary

Pantages Capital Acquisition Corporation disclosed an amendment to its previously announced business combination agreement with MacMines Austasia Pty Ltd and related entities. The amendment, dated April 14, 2026, removes a closing condition that required the SPAC to have net tangible assets of at least $5,000,001 after redemptions and any PIPE investment at closing.

The transaction will continue to be documented in a registration statement on Form F‑4 to be filed by Horizon Mining Limited, which will include a proxy statement/prospectus sent to Pantages shareholders for a vote on the proposed merger.

Positive

  • None.

Negative

  • None.

Insights

Removing the $5,000,001 net tangible asset test makes closing less dependent on redemption levels.

The amendment deletes the condition that Pantages Capital Acquisition Corporation have net tangible assets of at least $5,000,001 after redemptions and any PIPE proceeds. This shifts the merger’s feasibility away from a specific balance sheet threshold defined in the original agreement.

For SPAC structures, such conditions often limit how far redemptions can reduce available cash. Their removal can permit the deal to proceed even if more shareholders redeem, subject to remaining conditions like shareholder approvals and regulatory clearances described for the proposed combination with MacMines Austasia Pty Ltd.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Removed net tangible asset condition $5,000,001 Minimum net tangible assets required after redemptions and PIPE at closing, deleted by Amendment No. 1
Amendment date April 14, 2026 Date of Amendment No. 1 to the Merger Agreement
Original IPO prospectus date December 5, 2024 Date of PGAC’s final prospectus referenced for existing risk factors
Exhibit 2.1 Amendment No. 1 Filed as Exhibit 2.1 describing changes to the Merger Agreement
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Business Combination Agreement financial
"entered into a Business Combination Agreement by and among (i) Purchaser, (ii) MacMines Austasia Pty Ltd"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Registration Statement on Form F-4 regulatory
"Pubco will file a registration statement on Form F-4"
A registration statement on Form F-4 is a regulatory filing used when a foreign company offers or issues securities in connection with a merger, acquisition, exchange offer or similar transaction that involves U.S. securities law. It gathers the deal terms, financial statements, management background and risk factors into one disclosure package so investors can evaluate the transaction — like an ingredient list and instruction manual investors read before deciding to buy or vote on the new or exchanged shares.
proxy statement/prospectus regulatory
"Purchaser will mail a definitive proxy statement/prospectus and other relevant documents"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
forward-looking statements regulatory
"contains certain forward-looking statements within the meaning of the federal securities laws"
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.
Understanding 8-K Material Events →

 

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): April 14, 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

 

(IRS Employer

of incorporation)

 

File Number)

 

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 1.01. Entry into a Material Definitive Agreement.

 

Amendment to Merger Agreement

 

As previously announced, on November 18, 2025, Pantages Capital Acquisition Corporation, a Cayman Islands exempted company (“Purchaser”) entered into a Business Combination Agreement by and among (i) Purchaser, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited by shares (the “Company”), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (“Pubco”), (iv) HORIZON MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”); (v) Horizon Mining SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of the Company (“Tenement SPV”); and (vi) Jincheng Yao, an individual (“Seller Representative”) (the “Merger Agreement”).

 

On April 14, 2026, each Party to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the “Amendment”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Amendment.

 

Pursuant to the Amendment, the Parties agreed to remove Section 8.1(h) of the Merger Agreement, which required, as a condition to each Party’s obligation to consummate the Transactions, that Purchaser have net tangible assets of at least $5,000,001 after giving effect to the Redemption and any PIPE Investment that was funded prior to or at the Closing.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and the terms of which are incorporated by reference herein.

 

Additional Information and Where to Find It

 

This Current Report on Form 8-K relates to a proposed business combination among Purchaser, the Company, Pubco, Merger Sub, Tenement SPV, and Seller Representative. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Merger, Pubco will file a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”) that will include a preliminary proxy statement of Purchaser and a registration statement/preliminary prospectus of Pubco, and after the Registration Statement is declared effective, Purchaser will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date to be established for voting on the proposed transactions in connection with its solicitation of proxies for the vote by its shareholders in connection with the proposed Merger and the other matters as will be described in such proxy statement. Purchaser and Pubco will also file other documents regarding the proposed transactions with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF PANTAGES ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.

 

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Purchaser through the website maintained by the SEC at www.sec.gov. The documents filed by Purchaser with the SEC also may be obtained free of charge upon written request to Pantages Capital Acquisition Corporation, 221 W 9th St #859 Wilmington, DE 19801.

 

 
2

 

 

Participants in Solicitation

 

Purchaser, the Company, Pubco, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Purchaser shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Purchaser’s shareholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus included in the Registration Statement. You can find more information about Purchaser’s directors and executive officers in Purchaser’s final prospectus related to its initial public offering dated December 5, 2024, and subsequent SEC reports. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions among Purchaser, the Company, Pubco, Merger Sub, Tenement SPV, and Seller Representative. Forward-looking statements include information concerning the parties’ possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities, and the effects of regulation, including whether the Merger will generate returns for shareholders. These forward-looking statements are based on the parties’ management’s current expectations, projections, and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. These risks, uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Merger; (b) the outcome of any legal proceedings that may be instituted against the parties, or others following the announcement of the Merger and any definitive agreements with respect thereto; (c) the inability to complete the Merger due to the failure to obtain the approval of the shareholders of Purchaser or the Company or to satisfy other conditions to closing, including the receipt of certain governmental and regulatory approvals; (d) changes to the proposed structure of the Merger that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Merger; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the Merger; (f) the risk that the Merger disrupts current plans and operations of the parties or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (g) the effect of the announcement or pendency of the transaction on the parties’ business relationships, operating results, and business generally; (h) the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of Pubco to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (i) costs related to the Merger; (j) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in unforeseen delays in the timing of the Merger; (k) the possibility that the parties may be adversely affected by other economic, business, and/or competitive factors; and (l) other risks and uncertainties indicated from time to time in Purchaser’s final prospectus related to its initial public offering dated December 5, 2024, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Purchaser. Copies are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in documents filed by Purchaser or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the parties assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. No party gives any assurance that either Pubco, Purchaser, or the Company, will achieve its expectations.

 

 
3

 

 

No Offer or Solicitation

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering in any jurisdiction.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

 

Description of Exhibits

2.1

 

Amendment No. 1 to the Merger Agreement, dated April 14, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
4

 

 

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

 

 

 

 

Date: April 15, 2026

/s/ William W. Snyder

 

 

Name:

William W. Snyder

 

 

Title:

Chief Executive Officer

 

 

 
5

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Pantages Capital Acquisition Corporation (PGAC) change in its merger agreement?

Pantages Capital Acquisition Corporation removed Section 8.1(h) from its merger agreement, deleting a closing condition that required net tangible assets of at least $5,000,001 after redemptions and any PIPE investment. All other terms remain subject to the full amendment and underlying agreements.

Which companies are involved in the PGAC business combination?

The business combination involves Pantages Capital Acquisition Corporation as purchaser, MacMines Austasia Pty Ltd as the target, Horizon Mining Limited (Pubco), its subsidiary Merger Sub, Tenement SPV, and an individual seller representative. These entities are parties to the business combination agreement and its amendment.

How will PGAC shareholders learn more details about the proposed merger?

Details will be provided in a registration statement on Form F-4 filed by Horizon Mining Limited, including a proxy statement/prospectus. After effectiveness, Pantages will mail the definitive proxy statement/prospectus and related documents to shareholders of record for the merger vote.

Where can investors access PGAC’s merger documents and the amendment?

Investors can access the registration statement, proxy statement/prospectus, and other merger documents for Pantages Capital Acquisition Corporation free of charge at www.sec.gov. Copies may also be requested in writing from Pantages at its address in Wilmington, Delaware.

Does the PGAC filing constitute an offer to sell securities of Horizon Mining Limited?

No. The communication expressly states it is not an offer to sell or solicit an offer to buy any securities. Any offer will only be made through a prospectus that meets the requirements of Section 10 of the Securities Act of 1933 or applicable exemptions.

What risk factors are highlighted around the PGAC and MacMines merger?

The filing lists risks such as potential termination events, failure to obtain shareholder or regulatory approvals, effects on business operations, changes in applicable laws, and economic or competitive factors. It also references existing Risk Factors in Pantages’ IPO prospectus and later SEC reports.

Filing Exhibits & Attachments

6 documents

Other Documents