false
--12-31
0002030829
00-0000000
0002030829
2025-08-06
2025-08-06
0002030829
PGACU:UnitsConsistingOfOneClassOrdinaryShare0.0001ParValueAndOneRightToAcquireOnefifthOfOneClassOrdinaryShareMember
2025-08-06
2025-08-06
0002030829
PGACU:ClassOrdinarySharesParValue0.0001PerShareMember
2025-08-06
2025-08-06
0002030829
PGACU:RightsEachWholeRightToAcquireOnefifthOfOneClassOrdinaryShareMember
2025-08-06
2025-08-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
12, 2025 (August 6, 2025)
PANTAGES CAPITAL ACQUSITION 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)
AIFEEX NEXUS ACQUISITION CORPORATION
(Former name or former address, if changed since
last report.)
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On August 5, 2025, Aifeex Nexus Acquisition Corporation, a Cayman Islands
exempted company (the “Company”), held an extraordinary general meeting (the “Shareholder Meeting”).
At the Shareholder Meeting, the shareholders of the Company, by special
resolution, approved the proposal to amend Company’s second amended and restated memorandum and articles of associations (the
“Charter”) to change the Company’s name from “Aifeex Nexus Acquisition Corporation” to “Pantages
Capital Acquisition Corporation” (the “Name Change”).
Promptly following the approval, the Company filed a Third Amended
and Restated Memorandum and Articles of Association (the “Amended Charter”) with the Cayman Islands Companies Register
to effect the Name Change.
A copy of the Amended Charter is attached to this Current Report on
Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Shareholder Meeting, there were 8,198,426 issued and outstanding
ordinary shares in meeting or presented by proxy at the Shareholder Meeting, representing 74.4% of the total Class A and Class B ordinary
shares, voting as a single class, outstanding as of July 10, 2025, the record date.
The final results for the matter submitted to a vote of the Company’s
shareholders at the Shareholder Meeting are as follows:
1. The Charter Amendment Proposal
The shareholders approved the proposal to (a) change the
Company’s name from “Aifeex Nexus Acquisition Corporation” to “Pantages Capital Acquisition
Corporation”, (b) promptly following the approval of the Name Change, the Company’s Second Amended and Restated
Memorandum and Articles of Association be amended and restated by their deletion in their entirety and the substitution in their
place of the Third Amended and Restated Memorandum and Articles of Association to reflect the Name
Change. The voting results were as follows:
| FOR |
|
|
AGAINT |
|
|
ABSTAIN |
|
| |
8,197,926 |
|
|
|
500 |
|
|
|
0 |
|
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On August 6, 2025, the Company published a press release to announce
the Name Change.
A copy of the press release is furnished hereto as Exhibit 99.1. The
information contained in this Current Report on Form 8-K (including the exhibits) is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Section 8 – Other Events
Item 8.01. Other Events
In connection with the Name Change, the Company’s ticker symbols
for its units, ordinary shares and rights will change from “AIFEU”, “AIFE”, “AIFER”, in each case
to “PGACU”, “PGAC”, and “PGAC” commencing on August 8, 2025.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 3.1 |
|
Form of Third Amended and Restated Memorandum and Articles of Association. |
| 99.1 |
|
Press Release dated August 6, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 12, 2025 |
|
|
3
