Overview

Pantages Capital Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 31, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, or similar business combination with one or more businesses or entities.

Our Initial Public Offering

On December 6, 2024, the Company completed its initial public offering (the “IPO”) of 8,625,000 units, including 1,125,000 additional units granted to the underwriters to cover over-allotments. Each unit consisted of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $86,250,000.

Simultaneously with the IPO, the Company completed a private placement with its sponsor, Aitefund Sponsor LLC, of 244,250 units at a price of $10.00 per unit, generating gross proceeds of $2,442,500.

Results of Operations

Since the IPO, the Company’s sole business activity has been identifying and evaluating suitable acquisition transaction candidates. The Company has not engaged in any operations or generated any revenues to date. For the three months ended June 30, 2025, the Company had a net income of $723,213, which consisted of interest and dividend income on cash and investments held in the trust account, partially offset by formation and operating costs. For the six months ended June 30, 2025, the Company had a net income of $1,404,067, which consisted of interest and dividend income on cash and investments held in the trust account, partially offset by formation and operating costs.

Liquidity and Capital Resources

As of June 30, 2025, the Company had cash of $294,644 and a working capital of $107,405. The Company’s liquidity needs have been satisfied through the proceeds from the IPO and private placement. The Company intends to use the funds held outside the trust account to identify and evaluate target businesses, perform due diligence, and complete an initial business combination.

The Company may need to obtain additional financing to complete its initial business combination or if it becomes obligated to redeem a significant number of its public shares. The Company’s directors, officers, and sponsor may provide loans to the Company as needed.

Off-Balance Sheet Financing Arrangements

The Company has no off-balance sheet financing arrangements as of June 30, 2025.

Contractual Obligations

The Company has certain contractual obligations related to the registration rights of the holders of the founder shares and private placement units, as well as the underwriting agreement with the IPO underwriters.

Critical Accounting Policies

The Company’s financial statements are prepared in accordance with US GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards would have a material effect on the Company’s financial statements if currently adopted.