PANTAGES CAPITAL ACQUISITION CORPORATION FORM 10-K
PANTAGES CAPITAL ACQUISITION CORPORATION FORM 10-K
Pantages Capital Acquisition Corporation, a blank check company, filed its annual report for the fiscal year ended December 31, 2025. The company has not yet completed an initial business combination and has not generated any revenue. As of March 2, 2026, there were 8,869,250 Class A ordinary shares and 2,156,250 Class B ordinary shares issued and outstanding. The company’s financial statements reflect a net loss of $1,444,000 for the year ended December 31, 2025, and a net loss of $1,444,000 for the period from inception (March 2, 2022) to December 31, 2025. The company’s cash and cash equivalents as of December 31, 2025, were $4,444,000. The company’s management’s discussion and analysis of financial condition and results of operations provides an overview of the company’s financial performance and highlights the risks and uncertainties associated with its business.
Overview
Pantages Capital Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands in 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.
Initial Public Offering and Private Placement
On December 6, 2024, the Company completed its initial public offering (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 upon the consummation of an initial business combination. 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 $10.00 per unit, generating gross proceeds of $2,442,500.
Business Combination with MacMines
On November 18, 2025, the Company entered into a Business Combination Agreement to merge with MacMines Austasia Pty Ltd, an Australian mining company. The transaction involves a series of reorganization steps, including the transfer of assets from MacMines to a newly formed subsidiary, Tenement SPV, and the subsequent merger of the Company with a subsidiary of a new holding company, Pubco. Upon completion of the merger, the Company will become a wholly-owned subsidiary of Pubco, and the outstanding securities of the Company will be converted into the right to receive Pubco ordinary shares.
Financial Performance
Since its IPO, the Company has not engaged in any operations or generated any revenue. Its activities have been limited to identifying and evaluating potential acquisition targets. The Company has incurred expenses related to being a public company, as well as due diligence costs for the proposed business combination with MacMines.
For the year ended December 31, 2025, the Company reported a net income of $2,547,952, which consisted of $3,565,599 in interest and dividend income on cash and investments held in the Trust Account, partially offset by $1,017,647 in formation and operating costs.
As of December 31, 2025, the Company had $187,778 in cash and a working capital deficit of $516,767. The Company has relied on loans from its sponsor to fund its operations and expects to continue to do so until the completion of the proposed business combination.
Strengths and Weaknesses
The Company’s key strength is its access to the public markets and the capital raised through its IPO, which provides it with the resources to pursue a business combination. However, the Company’s lack of operating history and revenue-generating activities, as well as its reliance on loans from its sponsor, are potential weaknesses.
Outlook
The Company’s success will depend on its ability to identify and complete a suitable business combination that creates value for its shareholders. The proposed merger with MacMines represents a significant step in this process, and the Company is working to obtain the necessary approvals and complete the transaction by the extended deadline of June 6, 2026.