STOCK TITAN

Pantages Capital flagged by Nasdaq over $50M value

(High)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Pantages Capital Acquisition Corporation (PGAC) reported that Nasdaq notified it on August 21, 2026 that its market value of listed securities (MVLS) has been below the $50 million minimum required for the Nasdaq Global Market for the last 30 consecutive business days, triggering a listing deficiency.

The company has 180 calendar days, until February 17, 2027, to regain compliance by having MVLS at or above $50 million for at least 10 consecutive business days. Its securities remain listed during this period, and the company is monitoring MVLS and evaluating options but cannot assure successful compliance.

Positive

  • None.

Negative

  • Nasdaq has notified the company that its MVLS has been below $50 million for 30 consecutive business days, creating a risk that PGAC shares could ultimately be delisted from the Nasdaq Global Market if compliance is not regained by February 17, 2027.

Filing Explained

If PGAC has not restored the $50 million MVLS requirement by February 17, 2027, Nasdaq will notify it that its securities are subject to delisting, although Nasdaq rules permit an appeal to a Hearings Panel.

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.
Minimum MVLS requirement $50 million Nasdaq Global Market continued listing standard under Listing Rule 5450(b)(2)(A)
Consecutive days below MVLS requirement 30 business days Period during which PGAC’s MVLS was below $50 million before the notice
Compliance Period length 180 calendar days Time allowed to regain MVLS compliance ending February 17, 2027
Days MVLS must meet requirement 10 consecutive business days Duration MVLS must be at least $50 million to regain compliance
Compliance Period end date February 17, 2027 Deadline for PGAC to regain compliance with the MVLS Rule
market value of listed securities financial
"the Company’s market value of listed securities (“MVLS”) was below the $50 million"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
Nasdaq Global Market market
"$50 million minimum MVLS requirement for continued listing on the Nasdaq Global Market"
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.
Nasdaq Listing Rule 5450(b)(2)(A) regulatory
"minimum MVLS requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A)"
continued listing market
"$50 million minimum MVLS requirement for continued listing on the Nasdaq Global Market"
When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.
Emerging growth company regulatory
"Emerging growth company"
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 Nasdaq compliance issue did PGAC disclose?

PGAC disclosed that Nasdaq notified the company on August 21, 2026 that its market value of listed securities (MVLS) has been below the $50 million minimum required for the Nasdaq Global Market for 30 consecutive business days, resulting in a listing deficiency notice.

What is the deadline for PGAC to regain Nasdaq MVLS compliance?

PGAC has 180 calendar days, until February 17, 2027, to regain compliance. To do so, its MVLS must be at least $50 million for a minimum of 10 consecutive business days during this period under Nasdaq Listing Rule 5450(b)(2)(A).

What happens if PGAC does not regain MVLS compliance by February 17, 2027?

If PGAC does not regain compliance by February 17, 2027, Nasdaq may notify the company that its securities are subject to delisting. PGAC would then be permitted to appeal the delisting determination to a Nasdaq Hearings Panel under applicable Nasdaq rules.

Is PGAC currently being delisted from Nasdaq?

No. The notice is a deficiency notification only and is not an imminent delisting action. The company’s securities continue to trade on the Nasdaq Global Market while PGAC has the opportunity to regain compliance with the $50 million MVLS requirement.

Which PGAC securities are listed on Nasdaq?

PGAC has Units (PGACU), Class A ordinary shares (PGAC), and Rights (PGACR) listed on the Nasdaq Stock Market LLC. The deficiency notice relates to the company’s overall market value of listed securities for continued Nasdaq Global Market listing.

What actions is PGAC taking in response to the Nasdaq notice?

PGAC states that it is monitoring its MVLS and evaluating options to regain compliance with the Nasdaq MVLS requirement. The company cautions that there can be no assurance it will be able to regain or maintain compliance.

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

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Learn about SEC filing dates
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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): August 21, 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 August 21, 2026, Pantages Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”) received a written notice (the “MVLS Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, for the last 30 consecutive business days, the Company’s market value of listed securities (“MVLS”) was below the $50 million minimum MVLS requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). The MVLS Notice also indicates that the Company does not meet the requirements under Listing Rule 5450(b)(3)(A). The MVLS Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until February 17, 2027 (the “Compliance Period”), to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company must be at least $50 million for a minimum of 10 consecutive business days at any time during this Compliance Period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide the Company with written confirmation and will close the matter.

 

If the Company does not regain compliance with the MVLS Rule during the Compliance Period, Nasdaq will provide written notification that its securities will be subject to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal the delisting determination to a Hearings Panel.

 

The Company is monitoring its MVLS and evaluating options to regain compliance with the MVLS Rule. However, there can be no assurance that the Company will be able to regain or maintain compliance with the MVLS Rule.

 

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 MVLS Rule 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.

 

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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: August 24, 2026    

 

 

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Filing Exhibits & Attachments

4 documents