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Pantages Capital Acquisition Corporation filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2025. The amendment is limited to updating the CEO and CFO Section 302 certifications to restore required language about internal control over financial reporting that was inadvertently omitted.
The company did not change any financial statements or other disclosures from the original filing. As of March 2, 2026, it had 8,869,250 Class A ordinary shares and 2,156,250 Class B ordinary shares issued and outstanding. The amendment should be read together with the original report.
Pantages Capital Acquisition Corporation filed an 8-K disclosing Amendment No. 1 to the Business Combination Agreement with MacMines Austasia Pty Ltd and related parties. The amendment, dated April 14, 2026, removes a condition that Purchaser maintain net tangible assets of $5,000,001 as a closing requirement.
The filing explains that Pubco will file a Form F-4 registration statement and a proxy/prospectus for shareholder approval of the proposed merger; the companies caution that completion remains subject to customary approvals and conditions.
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.
Pantages Capital Acquisition Corporation, a Cayman Islands SPAC, files its annual report describing its blank-check structure, 2025 results, and a pending mining-sector business combination. The company raised $86,250,000 in its IPO of 8,625,000 units and $2,442,500 through 244,250 private units, all deposited in a U.S. trust account invested in short-term Treasuries.
The SPAC has no operations and reported 2025 net income of $2,547,952, driven by $3,565,599 of interest and dividend income on trust investments, partially offset by $1,017,647 of formation and operating costs. As of December 31, 2025, it had cash of $187,778 outside the trust and a working capital deficit of $516,767, supported by $713,500 of related-party working capital loans.
In November 2025, the company signed a Business Combination Agreement with MacMines Austasia Pty Ltd, involving a reorganization under a new Cayman holding company, Horizon Mining Limited. Execution of this agreement extended the deadline to complete its initial business combination to June 6, 2026. Public shareholders will have redemption rights at a price initially anticipated to be $10.00 per public share.
The report notes a material weakness in internal control over financial reporting, citing limited personnel and insufficient written policies, though management believes the financial statements are fairly presented and plans remediation. The company identifies minimal cybersecurity risk given its lack of operations and confirms no material legal proceedings.
Pantages Capital Acquisition Corporation entered into a Business Combination Agreement to effect a merger with Horizon Mining entities. The agreement dated November 18, 2025 contemplates Merger Sub merging into Purchaser with Purchaser surviving as a subsidiary of HORIZON MINING LIMITED (Pubco), and conversion of Purchaser securities into Pubco Ordinary Shares under the stated conversion mechanics.
The closing is subject to customary conditions including accuracy of representations and warranties, pre-closing covenants, resignation or removal of Purchaser directors and officers, absence of any continuing Material Adverse Effect, and required deliverables. The parties may terminate under specified circumstances, including if closing conditions are unmet by March 31, 2026. Concurrent agreements include a 50% seller lock-up (six months or a $12.50 trading trigger) and registration rights to permit resale filings.
Pantages Capital Acquisition Corporation announced that it and MacMines Austasia Pty Ltd. have entered into a definitive business combination agreement to combine with newly formed entities Horizon Mining Limited, Horizon Merger 1 Limited and Horizon Mining SPV Pty Ltd.
The filing states Horizon Mining will file a Form F-4 that will include a preliminary proxy statement of Pantages and a registration statement/preliminary prospectus of Horizon Mining, and that Pantages will mail a definitive proxy statement/prospectus to shareholders after the Registration Statement is declared effective. A press release dated November 19, 2025 is attached as Exhibit 99.1.
Bank of Montreal and its affiliates filed Amendment No. 3 to Schedule 13G reporting their beneficial ownership in Pantages Capital Acquisition Corp. They report owning 0 Class A ordinary shares and 0% of this share class as of the 12/31/2025 event date.
For each of Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc., the filing states no sole or shared voting power and no sole or shared dispositive power over any Class A ordinary shares.
Barclays PLC filed an amended Schedule 13G reporting its beneficial ownership in AIFEEX NEXUS ACQUISITION COR common stock. Barclays reports beneficial ownership of 335,000 COMMON-STOCK shares, representing 3.77% of the class, with sole voting and dispositive power over all of these shares. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Feis Equities LLC and Lawrence M. Feis report beneficial ownership of 822,426 Class A ordinary shares of Pantages Capital Acquisition Corp, equal to 9.27% of the class. This ownership is based on 8,869,250 Class A shares outstanding as of November 10, 2025.
Both reporting persons disclose sole voting and dispositive power over these 822,426 shares and no shared power. They certify that the shares were not acquired and are not held for the purpose of changing or influencing control of the company.
Pantages Capital Acquisition Corporation (PGAC) announced a Business Combination Agreement to merge with MacMines Austasia Pty Ltd via a new Cayman Islands holding company, Horizon Mining Limited (Pubco). Merger Sub will combine with PGAC, leaving PGAC as a wholly owned subsidiary of Pubco, and non‑redeemed PGAC ordinary shares will convert into Pubco ordinary shares on a one‑for‑one basis, while rights convert into Pubco shares under existing terms.
The deal includes customary conditions such as shareholder approvals, regulatory clearances, and no material adverse effect, with an outside date of March 31, 2026. Related agreements include a seller lock‑up under which 50% of Pubco securities held by the Company are restricted until the earlier of six months after closing or the Pubco share price reaching $12.50 for 20 of 30 trading days, seller and sponsor support agreements to vote in favor of the transaction, and a registration rights agreement for future resale registration of certain Pubco securities.