Recent developments focus on the announcement and amendment of the business combination agreement with MacMines Austasia Pty Ltd and related corporate actions.

• On November 19, 2025, Pantages Capital Acquisition Corporation announced a business combination agreement with MacMines Austasia Pty Ltd [N1].
• On April 14, 2026, the parties entered into an amendment to the merger agreement removing a net tangible asset condition previously required for closing [S1].
• The company continues to disclose risk factors primarily through its prospectus, with no material changes reported in the latest quarterly filing [S2].

The company’s recent announcement of a business combination with MacMines Austasia Pty Ltd represents a key milestone in transitioning from a SPAC to an operating company. The merger structure and removal of certain net tangible asset conditions may provide flexibility in closing the transaction. The combined entity could benefit from the operational capabilities and assets of MacMines Austasia, potentially enhancing shareholder value through access to public markets and growth opportunities.

The company currently exhibits limited liquidity with a low current ratio and no disclosed cash or short-term investments, which may constrain operational flexibility. The business combination is subject to multiple risks including regulatory approvals, shareholder consent, and potential disruptions to business operations. The absence of detailed operational and financial disclosures limits visibility into the combined company’s prospects. Failure to complete the merger or realize anticipated benefits could adversely affect the company’s value.

As a special purpose acquisition company, Pantages Capital Acquisition Corporation does not currently possess a traditional competitive moat based on products or services. Its value proposition lies in its ability to complete a business combination with a target company, in this case MacMines Austasia Pty Ltd, and to facilitate access to public capital markets for the combined entity. The moat is therefore contingent on the successful execution of the merger and the subsequent operational performance of the combined company, which is not yet disclosed.

• Completion Risk: The business combination is subject to regulatory approvals, shareholder approvals, and satisfaction of closing conditions, any of which could delay or prevent completion.
• Liquidity Risk: The company reported a low current ratio of 0.16 as of March 31, 2026, indicating limited liquidity to support operations or transaction costs.
• Operational Disruption: The announcement and consummation of the merger may disrupt current plans and operations of the parties involved.
• Market and Regulatory Risks: Changes in applicable laws, regulations, or stock exchange listing standards could impact the timing and feasibility of the merger.
• Uncertainty of Benefits: There is uncertainty regarding the ability to recognize anticipated benefits from the merger, which depends on competitive factors and management execution.

• Pantages Capital Acquisition Corporation is a Cayman Islands exempted company and a smaller reporting company as defined by SEC rules.
• The company is a special purpose acquisition company (SPAC) that entered into a business combination agreement with MacMines Austasia Pty Ltd, an Australian proprietary company limited by shares, announced on November 19, 2025.
• The business combination involves a merger where Pantages Capital Acquisition Corporation will become a wholly owned subsidiary of Horizon Mining Limited, a Cayman Islands exempted company, through a series of merger steps.
• As of March 2, 2026, the company had 8,869,250 Class A ordinary shares and 2,156,250 Class B ordinary shares issued and outstanding.
• The company’s financial snapshot as of March 31, 2026, shows current assets of $175,270 and current liabilities of $1,124,939, resulting in a low current ratio of 0.16 and a cash ratio of 0, indicating limited liquidity.
• Net income reported for the quarter ending March 31, 2026, was $353,407.
• The company is listed on The Nasdaq Stock Market LLC with trading symbols PGAC (Class A ordinary shares), PGACU (units), and PGACR (rights).
• The company is not a well-known seasoned issuer and is classified as a smaller reporting company and an emerging growth company.
• Risk factors are disclosed in the company’s prospectus, and no material changes to risk factors were reported in the latest quarterly filing.
• The company’s business combination agreement and subsequent amendment removed a net tangible asset condition previously required for closing.
• The company’s filings emphasize risks related to the completion of the merger, regulatory approvals, shareholder approvals, potential disruption to business operations, and the ability to realize anticipated benefits from the merger.
• Recent news includes the announcement of the business combination with MacMines Austasia Pty Ltd on November 19, 2025 [N1].