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Pantages Capital Acquisition Corporation (PGAC), a Nasdaq-listed special purpose acquisition company, announced that it has entered into a definitive business combination agreement with MacMines Austasia Pty Ltd, a geological exploration and mining company. The transaction will be carried out through newly formed entities Horizon Mining Limited, Horizon Merger 1 Limited, and Horizon Mining SPV Pty Ltd.
To complete the deal, Horizon Mining plans to file a Form F-4 registration statement that will include a proxy statement for Pantages shareholders and a prospectus for Horizon Mining. After the registration statement is declared effective, Pantages will send a definitive proxy statement/prospectus to its shareholders so they can vote on the proposed business combination and related matters.
The disclosure emphasizes that this announcement is not an offer to sell or buy securities and that any investment decisions should be based on the future proxy statement/prospectus and related SEC filings, which will contain detailed information about the transaction, risks, and the parties involved.
Pantages Capital Acquisition Corporation (PGAC) reported third-quarter results consistent with a pre‑combination SPAC. Net income was $686,686, driven by $911,969 of interest and dividend income on trust investments, partially offset by $225,283 of formation and operating costs. For the nine months ended September 30, 2025, net income was $2,090,753, with $2,709,511 of trust income against $618,758 of costs.
Cash held in the trust account totaled $89,228,389 as of September 30, 2025. PGAC had cash of $349,018 outside the trust and a working capital deficit of $117,878, supported by $457,500 in related‑party working capital loans. Management disclosed substantial doubt about the company’s ability to continue as a going concern.
The SPAC raised $86.25 million in its December 2024 IPO and has until March 6, 2026 to complete a business combination, or up to June 6, 2026 if a qualifying agreement is executed before March 6, 2026. As of November 10, 2025, 8,869,250 Class A and 2,156,250 Class B shares were outstanding.