Filed 2026-03-09 · Period ending 2025-12-31 · 34,603 words · SEC EDGAR
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# PANTAGES CAPITAL ACQUISITION Corp (PGAC) — 10-K
**Filed:** 2026-03-09
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-024889
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2030829/000121390026024889/)
**Origin leaf:** f526252e1f23ca4df5c3f5e56fa97958bbe364f356ec681642a6f83bd875e17e
**Words:** 34,603
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File Number: 001-42425
PANTAGES CAPITAL ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | | NA | |
| (State or other jurisdiction of | | (I.R.S. Employer | |
| incorporation or organization) | | Identification Number) | |
| 221 W 9th St, #859 Wilmington, Delaware | | 19801 | |
| (Address of principal executive offices) | | (Zip Code) | |
302-235-3848
(Registrants telephone number, including area code)
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 | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | Accelerated filer | | |
| Non-accelerated filer | | Smaller reporting company | | |
| | | 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.
Indicate by check mark whether the Registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
As of March 2, 2026, there were 8,869,250 of the registrants Class A ordinary shares, par value $0.0001 per share, and 2,156,250 of the registrants Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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Cautionary Note Regarding Forward-Looking Statements |
ii | |
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Item 1. |
Business |
1 | |
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Item 1A. |
Risk Factors |
8 | |
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Item 1B. |
Unresolved Staff Comments |
10 | |
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Item 1C. |
Cybersecurity |
10 | |
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Item 2. |
Properties |
10 | |
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Item 3. |
Legal Proceedings |
10 | |
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Item 4. |
Mine Safety Disclosures |
10 | |
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Item 5. |
Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |
11 | |
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Item 6. |
[Reserved] |
12 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
12 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
18 | |
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Item 8. |
Financial Statements and Supplementary Data |
18 | |
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Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
18 | |
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Item 9A. |
Controls and Procedures |
18 | |
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Item 9B. |
Other Information |
19 | |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
19 | |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
20 | |
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Item 11. |
Executive Compensation |
25 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
26 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
28 | |
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Item 14. |
Principal Accountant Fees and Services |
30 | |
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Item 15. |
Exhibit and Financial Statement Schedules |
31 | |
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Item 16. |
Form 10-K Summary |
31 | |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report, including, without
limitation, statements under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations,
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Our forward-looking statements include, but are not limited to, statements regarding our or our management teams
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words anticipate, believe, continue, could, estimate, expect,
intends, may, might, plan, possible, potential, predict,
project, should, would and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include,
for example, statements about:
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ability to complete an initial business combination; |
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our expectations around the performance of prospective target business or businesses; | |
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | |
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; | |
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our potential ability to obtain additional financing to complete our initial business combination; | |
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our pool of prospective target businesses; | |
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our public securities potential liquidity and trading; | |
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the lack of a market for our securities; | |
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the use of proceeds not
held in the Trust Account or available to us from interest income on the Trust Account balance; | |
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the Trust Account not being subject to claims of third parties; or | |
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our financial performance following our initial public offering. | |
The forward-looking statements
contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading *Risk Factors*. Should one or more of these
risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
ii
PART I
*References in this report
to we, our, us or the Company refer to Pantages Capital Acquisition Corporation.
References to our management or our management team refer to our current officers and directors, and references
to the Sponsor refer to Aitefund Sponsor LLC. References to founder shares are to shares of our Class B ordinary
shares initially purchased by our Sponsor in a private placement prior to our initial public offering, and the shares of our Class A
ordinary shares issued upon the conversion thereof as provided herein, and references to Insiders are to holders of our
founder shares prior to our initial public offering and any transferees of such founder shares.*
Item 1. Business.
General
We are a blank check company
incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities, which
we refer to throughout this report as our initial business combination. We have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, we are a shell company as defined under the Securities Exchange Act
of 1934 (the Exchange Act) because we have no operations and nominal assets consisting almost entirely of cash.
On December 6, 2024, the Company consummated its initial public offering
(the IPO) of 8,625,000 units (Units), including 1,125,000 additional Units granted to the underwriters to
cover over-allotments, if any (the over-allotment option). Each Unit consists of one Class A ordinary share, $0.0001 par
value per share (Class A ordinary shares), and one right (Rights) to receive of one-fifth of one ClassA
ordinary share upon the completion of the 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 consummation of the IPO and the sale of the
Units, the Company consummated the private placement (Private Placement) of 244,250 units (the Private Placement
Units) to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,442,500.
Upon the closing of the IPO, management has agreed that $86,250,000,
or $10.00 per Unit sold in the IPO, would be held into a U.S.-based trust account (Trust Account), with Wilmington Trust,
N.A. acting as trustee. The funds held in the Trust Account are invested only in U.S.government treasury bills with a maturity of
185days or less, or in money market funds meeting the applicable conditions of Rule2a-7 promulgated under the Investment Company
Act which invest solely in direct U.S.government treasury. Except with respect to divided and/or interest earned on the funds held
in the Trust Account that may be released to the Company to pay the Companys tax obligation, if any, the proceeds from the IPO
and the sale of the Private Placement Unitsthat are deposited and held in the Trust Account will not be released from the Trust
Account until the earliest to occur of (i)the completion of the Companys initial business combination, (ii)the redemption
of any Class A ordinary shares sold as part of the Units in the IPO (the Public Shares) properly tendered in connection with a shareholder vote to amend the Companys memorandum and articles of association
effective at the time to (A)modify the substance or timing of obligation to redeem 100% of the Companys Public Shares if
the Company does not complete the Companys initial business combination by the Combination Deadline (as defined below), or (B)with
respect to any other provision relating to shareholders rights or pre-business combination activity and (iii)the redemption
of all of Public Shares if the Company is unable to complete their initial business combination by the Combination Deadline, subject to
applicable law. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account.
The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have
priority over the claims of the Public Shareholders.
Our efforts to identify a prospective target business will not be limited
to a particular industry or geographic location. Since our IPO, our sole business activity has been identifying and evaluating suitable
target businesses. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have
relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.
1
Name Change
On March 11, 2025, 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 toamend Companys amended and restated memorandum
and articles of associations (the Previous Charter) to change the Companys name from Shepherd Ave Capital
Acquisition Corporation to Aifeex Nexus Acquisition Corporation (the First Name Change).
Promptly following the approval, the Company filed a Second Amended
and Restated Memorandum and Articles of Association (the Second Amended Charter) with the Cayman Islands Companies Register
to effect the Name Change. In connection with the First Name Change, the Companys ticker symbols for its units, ordinary shares
and Rights changed from SPHAU, SPHA, SPHAR, in each case to AIFEU, AIFE,
and AIFER, and commenced trading under the new symbols on March 12, 2025.
On August 6, 2025, the Company
held a second extraordinary general meeting (the Second Shareholder Meeting).
At the Second Shareholder
Meeting, the shareholders of the Company, by special resolution, approved the proposal toamend Companys Second Amended Charter
to change the Companys name from Aifeex Nexus Acquisition Corporation to Pantages Capital Acquisition Corporation
(the Second Name Change).
Promptly following the approval, the Company filed a Third Amended
and Restated Memorandum and Articles of Association (the Current Charter) with the Cayman Islands Companies Register to
effect the Second Name Change. In connection with the Second Name Change, the Companys ticker symbols for its units, ordinary shares
and Rights changed from AIFEU, AIFE AIFER, in each case to PGACU, PGAC,
and PGACR, and commenced trading under the new symbols on August 8, 2025.
Business Combination with MacMines
On November 18, 2025, the Company entered into
a Business Combination Agreement by and among (i) the Company, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited
by shares (the MacMines), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (Pubco), (iv) HORIZON
MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (Merger Sub); (v) Horizon Mining
SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of MacMines (Tenement SPV);
and (vi) Jincheng Yao, an individual(Seller Representative) (the Merger Agreement).
*Reorganization*
Pursuant to the Merger Agreement, prior to the Closing (as defined
below), MacMines and its affiliates shall consummate a series of reorganization transactions, including: (i) MacMines and Pubco will enter
into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue
of Pubco ordinary shares to MacMines (the Share Sale Agreement), and (ii) MacMines and Tenement SPV will enter into an Asset
Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease 700074 as lodged with the Queensland Government,
Australia, on or about November 16, 2022 (the MLA) and documents and information relating exclusively and specifically
to the MLA (the Asset Sale Agreement) (together with all other agreements, deeds, instruments or documents as may be necessary
or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated by those agreements, the Reorganization
Documents) to implement and effect the transactions contemplated therein in a form reasonably agreed between the parties to the
Merger Agreement.
Upon the terms and subject to satisfaction of
the conditions set forth in the Reorganization Documents, the following transactions (collectively, Reorganization) shall
take place at a date and time agreed by the parties thereto:
(x) Pubco will issue 18,000,000 Pubco ordinary
shares (the Reorganization Shares) to MacMines in exchange for the transfer of all the issued and outstanding share capital
of Tenement SPV held by MacMines to Pubco;
(y) MacMines will assign, transfer, convey and
sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA. As a result of the Reorganization,
Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines.
2
*Merger*
After the consummation of the Reorganization and
upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time agreed by the parties
to the Merger Agreement (the Closing Date):
(x) the Merger Sub will merge with and into the
Company (the Merger, together will all other transactions contemplated under the Merger Agreement, the MacMines Business
Combination, with the closing of the MacMines Business Combination referred as Closing), with the Company surviving
the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the
right to receive shares of Pubco as follows:
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issued and outstanding Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be
deemed to hold one Class A ordinary share and one right of the Company. |
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Class A ordinary share of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and
shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. Each of the remaining issued and outstanding
Class A ordinary shares or Class B ordinary share shall be canceled and converted automatically into the right to receive one Pubco ordinary
share. |
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issued and outstanding right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have
been received by the holder thereof if such right of the Company had been converted upon the consummation of a Business Combination in
accordance with the Companys IPO Prospectus and Current Charter, and the Rights into Class A ordinary shares of the Company. |
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there are any shares of the Company that are owned by the Company as treasury shares, such shares shall be canceled and extinguished
without any conversion thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the
Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.0001 per
share, of the surviving Company. |
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(y) all issued and outstanding Reorganization
Shares shall be automatically reclassified into Pubco ordinary shares.
No fractional shares of Pubco ordinary shares
will be issued by Pubco; instead, each person who would otherwise be entitled to a fractional share shall instead be entitled to the number
of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share.
The foregoing Merger and conversion of securities
shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of
applicable Law.
Since the Merger Agreement was executed before March
6, 2026, the 15-month anniversary of the closing of the IPO, the Companys deadline to complete its initial business combination
is extended, pursuant to the Current Charter, to June 6, 2026.
3
Certain Related Agreements
*Seller Lock-Up Agreement*
Concurrently with the execution and delivery of
the Merger Agreement, the Company, MacMines, and Pubco entered into a Lock-Up Agreement (the Seller Lock-Up Agreement),
pursuant to which50.00% of the securities of Pubco held byMacMines (the Restricted Securities)will be
locked-up and subject to transfer restrictions for a period of time following the closing of the MacMines Business Combination (the Closing),
as described below, subject to certain exceptions.The lock-up period applicable to the Restricted Securities will commence from
the date of Closing (the Closing Date) and end until the earlier of (i) the six (6) month anniversary of Closing Date, and
(ii) the date on which the closing sale price of the Pubco ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits,
share dividends, reorganizations, and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day
period commencing after the Closing Date.
*Seller Support Agreement*
Concurrently with the execution of the Merger
Agreement, the Company and MacMines entered into a support agreement (the Seller Support Agreement), pursuant to which,
among other things, MacMines agreed (i) not to transfer, and (ii) to vote its Pubco ordinary shares in favor of the Merger Agreement (including
by execution of written resolutions), the Merger, and the other transactions. The Seller Support Agreement and all of its provisions will
terminate and be of no further force or effect upon the earlier of (i) the effective time of the Closing, (ii) the termination of the
Merger Agreement in accordance with its terms, and (iii) the written agreement of the Company and MacMines.
*Sponsor Support Agreement*
Concurrently with the execution of the Merger Agreement, the Company,
MacMines, and the Sponsor entered into a support agreement (the Sponsor Support Agreement), pursuant to which, among other
things, the Sponsor agreed (i) not to transfer, and (ii) to vote its ordinary shares of the Company in favor of the Merger Agreement (including
by execution of written resolutions), the Merger, and the other transactions. The Sponsor Support Agreement and all of its provisions
will terminate and be of no further force or effect upon the earlier of (i) the mutual written consent of Company, MacMines, and the Sponsor,
(ii) the effective time of the Closing, or (iii) the termination of the Merger Agreement in accordance with its terms.
*Registration Rights Agreement*
The Merger Agreement contemplates that, at the
Closing, Pubco and MacMines will enter into a Registration Rights Agreement (the Registration Rights Agreement), to be effective
as of the Closing, pursuant to which Pubco agrees to file a registration statement as soon as practicable upon receipt of a request from
MacMines to register the resale of certain registrable securities under theSecurities Act, subject to required notice provisions.
Pubco has also agreed to provide customary piggyback registration rights with respect to such registrable securities and,
subject to certain circumstances, to file a resale shelf registration statement to register the resale under theSecurities Actof
such registrable securities.
The Registration Rights Agreement also provides
that Pubco will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities. The
rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties
with respect to their MacMines securities or Pubco securities.
4
Redemption Rights for Public Shareholder upon
Completion of Our Initial Business Combination
We will provide our Public Shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us
to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding Public Shares, subject to the limitations
described herein. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The per share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the
underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem
its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our Rights. Further,
we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if an initial
business combination does not close. Our Insiders have entered into agreements with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and Public Shares held by them in connection with (i) the completion of our initial
business combination and (ii) a shareholder vote to approve an amendment to our memorandum and articles of association effective at the
time (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have
their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete
our initial business combination by the Combination Deadline or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares.
Manner of Conducting Redemptions
We will provide our Public Shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with
a general meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we
will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would
require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign
private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share
purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more
than 20% of our issued and outstanding ordinary shares or seek to amend our memorandum and articles of association effective at the time
would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless
shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant
to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on
Nasdaq, we will be required to comply with Nasdaq rules. If we held a shareholder vote to approve our initial business combination, we
will, pursuant to our Current Charter:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and | |
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file proxy materials with the SEC. | |
Submission of Our Initial Business Combination
to a Stockholder Vote
In the event that we seek shareholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights
described above upon completion of the initial business combination.
5
If we seek shareholder approval of our initial business combination,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. In such case,
our Insiders have agreed to vote their founder shares and Public Shares in favor of our initial business combination. As a result, for
purpose of seeking shareholder approval for our initial business combination, in addition to our founder shares and Class A ordinary shares
underlying the Private Placement Units (the private shares), we would need additional 1,096,542 Public Shares to vote in
order to obtain a quorum which is, pursuant to the Current Charter, one-thirdof our shareholders entitled to vote at the meeting.
Once a quorum is obtained, (i) assuming only a quorum is present and voted at such meeting held to vote on our initial business combination,
we do not need any additional vote from Public Shareholders to approve the initial business combination, or (ii) assuming all issued and
outstanding shares are present and voted, we need additional 2,697,408, or 36.0%, of the 7,500,000 Public Shares sold in the IPO to be
voted in favor of a transaction (none of our officers, directors, Insiders or their affiliates has indicated any intention to purchase
units in the IPO or any units or Class A ordinary shares in the open market or in private transactions (other than the private units)).
Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction
or vote at all.
*Limitation on Redemption upon Completion of our Initial Business
Combination if We Seek Stockholder Approval*
**
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Current
Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as Excess Shares,
without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent
attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a
means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable
terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten
to exercise its redemption rights if such holders shares are not purchased by us, our Sponsor or our management at a premium to
the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem no more than 15% of
the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination
with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be
restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business
combination.
Redemption of Public Shares and Liquidation if No Initial Business
Combination
Under the Current Charter,
if we do not consummate the initial business combination by the Combination Deadline, we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000
of interest to pay dissolution expenses) divided by the number of the then issued and outstanding Public Shares, which redemption will
completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to our warrants, which will expire worthless if we fail to consummate an initial business combination by the Combination Deadline. Our
Current Charter provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will
follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than
ten business days thereafter, subject to applicable Cayman Islands law.
6
Corporate Information
Our executive offices are
located at 221 W 9th St, #859, Wilmington, Delaware 19801, and our telephone number is 302-235-3848. We are required to file annual reports
on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events
in current reports on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. The SECs Internet website is located at http://www.sec.gov.
In addition, the Company will provide copies of these documents without charge upon request from us by mail to 221 W 9th St, #859, Wilmington,
Delaware 19801.
Status as a Public Company
We believe our structure
will make us an attractive initial business combination partner to target businesses. As an existing public company, we offer a target
business an alternative to a traditional initial public offering through a merger or other initial business combination with us. In an
initial business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in
the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary
Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
this method a more expeditious and cost-effective method to becoming a public company than a typical initial public offering. The typical
initial public offering process takes a significantly longer period of time than the typical initial business combination transaction
process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,
that may not be present to the same extent in connection with an initial business combination with us.
Furthermore, once a proposed initial business combination is completed,
the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters
ability to complete the IPO, as well as general market conditions, which could delay or prevent the IPO from occurring or have negative
valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of
providing management incentives consistent with shareholders interests and the ability to use its shares as currency for acquisitions.
Being a public company can offer further benefits by augmenting a companys profile among potential new customers and vendors and
aid in attracting talented employees.
While we believe that our
structure and our management teams backgrounds will make us an attractive business partner, some potential target businesses may
view our status as a special purpose acquisition company, including our lack of an operating history and our potential need to seek shareholder
approval of a proposed initial business combination, negatively.
We are an emerging
growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act) and as
modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). As such, we are eligible to take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO,
(b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that years
second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior
three-year period.
7
Competition
In identifying, evaluating and selecting a target business for our
initial business combination, we have encountered, and expect to continue to encounter, intense competition from other entities having
a business objective similar to ours, including other blank check companies, private equity groups, leveraged buyout funds, public companies
and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting initial business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial,
technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial
resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,
our obligation to pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available
to us for our initial business combination and potential future dilutions that our outstanding warrants represent, which may place us
at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently maintain our
executive offices at 221 W 9th St, #859, Wilmington, Delaware 19801. We consider our current office space adequate for our current operations.
Employees
We currently have two executive
officers, our Chief Executive Officer and Chairman, William W. Snyder, our Chief Financial Officer and Director, Jia Peng. The two individuals
are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary
to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary
based on the status of the proposed Transactions and, if the proposed Transactions are not consummated, whether a target business has
been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend
to have any full-time employees prior to the completion of our initial business combination.
Item 1A. Risk Factors.
As a smaller reporting company,
we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other
factors that could have a material effect on us and our operations:
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We are a blank check company incorporated as a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. | |
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Our independent registered public accounting firms report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. | |
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Our Public Shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our Public Shareholders do not support such a combination. | |
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If we seek shareholder
approval of our initial business combination, our Insiders have agreed to vote in favor of such initial business combination, regardless
of how our Public Shareholders vote. | |
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Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination. | |
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The ability of our Public
Shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets,
which may make it difficult for us to enter into a business combination with a target. | |
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The ability of our shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. | |
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The ability of our shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. | |
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The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders. | |
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We may not be able to complete
our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose
of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may only receive $10.00 per
share, or less than such amount in certain circumstances, and our warrants will expire worthless. | |
8
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the net proceeds of the IPO and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow
us to operate until June 6, 2026, or such later deadline, if the Current Charter is amended to allow additional time to consummate an
initial business combination, it could limit the amount available to fund our search for a target business or businesses and our ability
to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates or members of our management
team to fund our search and to complete our initial business combination. |
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the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in
our inability to find a target or to consummate an initial business combination. |
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If we seek shareholder
approval of our initial business combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to
purchase shares from Public Shareholders, which may influence a vote on a proposed business combination and reduce the public float
of our Class A ordinary shares or Public Warrants. | |
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If a Public Shareholder
fails to receive notice of our offer to redeem our Public Shares in connection with our business combination, or fails to comply with
the procedures for tendering its shares, such shares may not be redeemed. | |
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Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. | |
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Our shareholders will not be entitled to protections normally afforded to investors of many other blank check companies. | |
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We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers. | |
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You will not have any rights
or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you
may be forced to sell your Public Shares or warrants, potentially at a loss. | |
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We may be a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. investors. | |
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We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders. | |
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We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. | |
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The current economic downturn may lead to increased difficulty in completing our business combination. | |
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Recent volatility in capital markets may affect our ability to obtain financing for our business combination through sales of our ordinary shares or issuance of indebtedness. | |
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conflict in Ukraine or elsewhere may lead to increased and price volatility for public traded securities, which could make it difficult
for us to consummate the initial business combination. |
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For the complete list
of risks relating to our operations, see the section titled Risk Factors contained in our registration statement on
Form S-1 (File No. 333-280986) filed in connection with our IPO, and our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 as filed with the SEC on March 27, 2025.
9
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk.
We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible for assessing and managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly report such matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation, or other response or actions that the board deems appropriate to take.
As of the date of this report, we have not encountered any cybersecurity incidents since our IPO.
Item 2. Properties.
We do not own or lease any
real estate or other physical properties materially important to our operation. We currently maintain our executive offices at 221 W 9th
St, #859, Wilmington, Delaware 19801. We consider our current office space adequate for our current operations.
Item 3. Legal Proceedings.
There is no material litigation,
arbitration or governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and
we and our officers and directors have not been subject to any such proceeding in the 12months preceding the date of hereof.
Item 4. Mine Safety Disclosures.
Not applicable.
10
PART II
Item 5. Market for Registrants Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our units, Class A ordinary shares, Rights were each traded on the
Nasdaq Stock Market LLC under the symbols SPHAU, SPHA, and SPHAR, respectively. Our units commenced
public trading on December 5, 2024, and our Class A ordinary shares and Rights commenced separate public trading on January 27, 2025.
On March 12, 2025, the symbols for our units, ordinary shares and Rights changed from SPHAU, SPHA, SPHAR,
in each case to AIFEU, AIFE, and AIFER, which in turn changed in each case to PGACU,
PGAC, and PGACR, on August 8, 2025, all of which continue to be traded on the Nasdaq Stock Market LLC
Holders
On December 31, 2025, there were 2 holders of record of our units,
1 holder of record of our Class A ordinary shares, 1 holder of record of our Rights, and 6 holders of record of our Class B ordinary shares.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities
*Unregistered Sales of Equity Securities*
**
*Founder Shares Sales and Transfer*
**
On June 14, 2024, our CEO, Mr. William W. Snyder, our CFO, Ms. Jia
Peng, and Aitefund Sponsor LLC (the Sponsor) of our IPO (as defined below), Aitefund Sponsor LLC, acquired an aggregate
of 1,725,000 Class B ordinary shares, par value of $0.0001 each (the founder shares), for an aggregate purchase price of
$25,000. On July 9, 2024, an additional 431,250 founder shares were issued, at par value, to the Sponsor, for the purchase price of $43,
resulting that the Sponsor to hold 1,996,250 founder shares.
On December 4, 2024, the
effective date of the registration statement of the IPO (as defined below), the Sponsor transferred an aggregate of 60,000 of its founder
shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $696.
*Private Placement*
On December 6, 2024, simultaneously with the closing of theIPO,
the Company completed a private placement (the Private Placement) of 244,250 private placement units to the Companys
Sponsor, at a purchase price of $10.00 per private placement units, generating gross proceeds to the Company of $2,442,500.
The above sales were issued
pursuant to the exemption from registration contained in Section4(a)(2)of the Securities Act. No commissions were paid in
connection with such sales.
11
*Use of Proceeds*
On December 6, 2024, we consummated the initial public offering (the
IPO) of 8,625,000 units (the Units), at a price of $10.00 per Unit, including 1,125,000 additional Units granted
to the underwriters to cover over-allotments, if any (the over-allotment option), generating gross proceeds of $86,250,000.
Simultaneously with the closing of the IPO, we consummated the sale of 244,250private placement units, to our Sponsor in the Private
Placement, generating gross proceeds of $2,442,500.
The proceeds of $86,250,000 from the IPO and the Private Placement
were placed in the Trust Account established for the benefit of the Companys Public Shareholders with Wilmington Trust, N.A., acting
as trustee.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
Item 6. [Reserved]
Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations
*Forward-Looking Statements*
*References to the Company,
us, our, or we refer to Pantages Capital Acquisition Corporation. The following discussion and
analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and
related notes herein.*
**
*The following discussion
and analysis of the Companys financial condition and results of operations should be read in conjunction with our audited financial
statements and the notes related thereto which are included in Item8. Financial Statements and Supplementary Data
of this Annual Report on Form10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,
including those set forth under Cautionary NoteRegarding Forward-Looking Statements and elsewhere in this Annual Report
on Form10-K.*
Overview
Pantages Capital Acquisition
Corporation (the Company, formerly known as Shepherd Ave Capital Acquisition Corporation and Aifeex
Nexus Acquisition Corporation) is a blank check company incorporated in the Cayman Islands on May 31, 2024 as an exempted company
with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the initial
business combination). We intend to effectuate our initial business combination using cash from the proceeds of our IPO (as defined
below), Private Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt. We expect to
continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial
business combination will be successful.
**
*Our Initial Public Offering*
On December 6, 2024, the Company consummated its initial public offering
(the IPO) of 8,625,000 units (the Public Units), including 1,125,000 additional Units granted to the underwriters
to cover over-allotments, if any (the over-allotment option). Public Unit consisting of one Class A ordinary share (the
Class A Ordinary Shares) of the Company, par value $0.0001 per share Public Shares, and one right (the
Rights) of the Company, each right entitling the holder to receive one-fifth of one Class A Ordinary Share for (the Public
Rights). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.
12
Simultaneously with the closing of the IPO, we consummated a private
placement (the Private Placement) with Aitefund Sponsor LLC, our sponsor (the Sponsor), of an aggregate of
244,250 units (the Private Placement Units) at a price of $10.00 per Private Placement Unit, generating gross proceeds to
the Company of $2,442,500. Each Private Placement Unit consists of one Class A ordinary share (the Private Placement Shares),
and one Right (the Private Placement Rights). The terms and provisions of the Private Placement Shares and Private Placement
Rights in the Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that, subject to certain
limited exceptions, the Private Placement Shares are subject to transfer restrictions until the consummation of the Companys initial
business combination. On December 6, 2024, a total of $86,250,000 of the net proceeds from the IPO and the Private Placement was deposited
in a trust account (the Trust Account) established for the benefit of the Companys Public Shareholders at a U.S.
based Trust Account, with Wilmington Trust, N.A., acting as trustee.
Since our IPO, our sole business activity has been identifying, evaluating
suitable acquisition transaction candidates and preparing for consummation of an initial business combination. We presently have no revenue
and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans
from the Sponsor and other parties to fund our operations.
The sales of the Private
Placement Units issued pursuant to the exemption from registration contained in Section4(a)(2)of the Securities Act. No commissions
were paid in connection with such sales.
**
*Separation of Units*
On January 23, 2025, the
Company announced that holders of the Companys Public Units may elect to separately trade the Public Shares and Public Rights from
the Public Units, commencing on or about January 27, 2025.
The Class A ordinary shares and Rights were traded on the Nasdaq Global
Market (Nasdaq) under the symbols SPHA and SPHAR, respectively. Units not separated continued
to trade on Nasdaq under the symbol SPHAU.
*Name Change*
On March 11, 2025, 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 toamend Companys amended and restated memorandum
and articles of associations (the Previous Charter) to change the Companys name from Shepherd Ave Capital
Acquisition Corporation to Aifeex Nexus Acquisition Corporation (the First Name Change).
Promptly following the approval, the Company filed a Second Amended
and Restated Memorandum and Articles of Association (the Second Amended Charter) with the Cayman Islands Companies Register
to effect the Name Change. In connection with the First Name Change, the Companys ticker symbols for its units, ordinary shares
and Rights changed from SPHAU, SPHA, SPHAR, in each case to AIFEU, AIFE,
and AIFER, and commenced trading under the new symbols on March 12, 2025.
On August 6, 2025, the Company
held a second extraordinary general meeting (the Second Shareholder Meeting).
At the Second Shareholder
Meeting, the shareholders of the Company, by special resolution, approved the proposal toamend Companys Second Amended Charter
to change the Companys name from Aifeex Nexus Acquisition Corporation to Pantages Capital Acquisition Corporation
(the Second Name Change).
Promptly following the approval, the Company filed a Third Amended
and Restated Memorandum and Articles of Association (the Current Charter) with the Cayman Islands Companies Register to
effect the Second Name Change. In connection with the Second Name Change, the Companys ticker symbols for its units, ordinary shares
and Rights changed from AIFEU, AIFE AIFER, in each case to PGACU, PGAC,
and PGACR, and commenced trading under the new symbols on August 8, 2025.
Business Combination with MacMines
On November 18, 2025, the Company entered into
a Business Combination Agreement by and among (i) the Company, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited
by shares (the MacMines), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (Pubco), (iv) HORIZON
MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (Merger Sub); (v) Horizon Mining
SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of MacMines (Tenement SPV);
and (vi) Jincheng Yao, an individual(Seller Representative) (the Merger Agreement).
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*Reorganization*
Pursuant to the Merger Agreement, prior to the Closing (as defined
below), MacMines and its affiliates shall consummate a series of reorganization transactions, including: (i) MacMines and Pubco will enter
into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue
of Pubco ordinary shares to MacMines (the Share Sale Agreement), and (ii) MacMines and Tenement SPV will enter into an Asset
Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease 700074 as lodged with the Queensland Government,
Australia, on or about November 16, 2022 (the MLA) and documents and information relating exclusively and specifically
to the MLA (the Asset Sale Agreement) (together with all other agreements, deeds, instruments or documents as may be necessary
or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated by those agreements, the Reorganization
Documents) to implement and effect the transactions contemplated therein in a form reasonably agreed between the parties to the
Merger Agreement.
Upon the terms and subject to satisfaction of
the conditions set forth in the Reorganization Documents, the following transactions (collectively, Reorganization) shall
take place at a date and time agreed by the parties thereto:
(x) Pubco will issue 18,000,000 Pubco ordinary
shares (the Reorganization Shares) to MacMines in exchange for the transfer of all the issued and outstanding share capital
of Tenement SPV held by MacMines to Pubco;
(y) MacMines will assign, transfer, convey and
sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA. As a result of the Reorganization,
Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines.
*Merger*
After the consummation of the Reorganization and
upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time agreed by the parties
to the Merger Agreement (the Closing Date):
(x) the Merger Sub will merge with and into the
Company (the Merger, together will all other transactions contemplated under the Merger Agreement, the MacMines Business
Combination, with the closing of the MacMines Business Combination referred as Closing), with the Company surviving
the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the
right to receive shares of Pubco as follows:
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issued and outstanding Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be
deemed to hold one Class A ordinary share and one right of the Company. |
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Class A ordinary share of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and
shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. Each of the remaining issued and outstanding
Class A ordinary shares or Class B ordinary share shall be canceled and converted automatically into the right to receive one Pubco ordinary
share. |
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issued and outstanding right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have
been received by the holder thereof if such right of the Company had been converted upon the consummation of a Business Combination in
accordance with the Companys IPO Prospectus and Current Charter, and the Rights into Class A ordinary shares of the Company. |
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there are any shares of the Company that are owned by the Company as treasury shares, such shares shall be canceled and extinguished
without any conversion thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the
Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.0001 per
share, of the surviving Company. |
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(y) all issued and outstanding Reorganization
Shares shall be automatically reclassified into Pubco ordinary shares.
No fractional shares of Pubco ordinary shares
will be issued by Pubco; instead, each person who would otherwise be entitled to a fractional share shall instead be entitled to the number
of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share.
The foregoing Merger and conversion of securities
shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of
applicable Law.
Since the Merger Agreement was executed before March
6, 2026, the 15-month anniversary of the closing of the IPO, the Companys deadline to complete its initial business combination
is extended, pursuant to the Current Charter, to June 6, 2026.
14
Certain Related Agreements
*Seller Lock-Up Agreement*
Concurrently with the execution and delivery of
the Merger Agreement, the Company, MacMines, and Pubco entered into a Lock-Up Agreement (the Seller Lock-Up Agreement),
pursuant to which50.00% of the securities of Pubco held byMacMines (the Restricted Securities)will be
locked-up and subject to transfer restrictions for a period of time following the closing of the MacMines Business Combination (the Closing),
as described below, subject to certain exceptions.The lock-up period applicable to the Restricted Securities will commence from
the date of Closing (the Closing Date) and end until the earlier of (i) the six (6) month anniversary of Closing Date, and
(ii) the date on which the closing sale price of the Pubco ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits,
share dividends, reorganizations, and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day
period commencing after the Closing Date.
*Seller Support Agreement*
Concurrently with the execution of the Merger
Agreement, the Company and MacMines entered into a support agreement (the Seller Support Agreement), pursuant to which,
among other things, MacMines agreed (i) not to transfer, and (ii) to vote its Pubco ordinary shares in favor of the Merger Agreement (including
by execution of written resolutions), the Merger, and the other transactions. The Seller Support Agreement and all of its provisions will
terminate and be of no further force or effect upon the earlier of (i) the effective time of the Closing, (ii) the termination of the
Merger Agreement in accordance with its terms, and (iii) the written agreement of the Company and MacMines.
*Sponsor Support Agreement*
Concurrently with the execution of the Merger Agreement, the Company,
MacMines, and the Sponsor entered into a support agreement (the Sponsor Support Agreement), pursuant to which, among other
things, the Sponsor agreed (i) not to transfer, and (ii) to vote its ordinary shares of the Company in favor of the Merger Agreement (including
by execution of written resolutions), the Merger, and the other transactions. The Sponsor Support Agreement and all of its provisions
will terminate and be of no further force or effect upon the earlier of (i) the mutual written consent of Company, MacMines, and the Sponsor,
(ii) the effective time of the Closing, or (iii) the termination of the Merger Agreement in accordance with its terms.
*Registration Rights Agreement*
The Merger Agreement contemplates that, at the
Closing, Pubco and MacMines will enter into a Registration Rights Agreement (the Registration Rights Agreement), to be effective
as of the Closing, pursuant to which Pubco agrees to file a registration statement as soon as practicable upon receipt of a request from
MacMines to register the resale of certain registrable securities under theSecurities Act, subject to required notice provisions.
Pubco has also agreed to provide customary piggyback registration rights with respect to such registrable securities and,
subject to certain circumstances, to file a resale shelf registration statement to register the resale under theSecurities Actof
such registrable securities.
The Registration Rights Agreement also provides
that Pubco will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities. The
rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties
with respect to their MacMines securities or Pubco securities.
Recent Developments
On February 26, 2026, the Sponsor has agreed to loan the Company up
to $500,000 (the Second Promissory Note) to be used for working capital of the Company. This loan is non-interest bearing,
unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date
on which the Company liquidates and dissolves. The Sponsor, as the payee, has the right, but not the obligation, to convert the note,
in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company
in the Private Placement consummated simultaneously with the Companys IPO, subject to certain exceptions, as described in the IPO
Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of
the Initial Business Combination. The number of Private Placement Units to be received by the Sponsor in connection with such conversion
shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
Results of Operations
We have neither engaged in any operations nor generated any revenues
to date. Our only activities from May 31, 2024 (inception) to December 31, 2025 were organizational activities, those necessary to prepare
for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. We do not expect to
generate any operating revenues until after the completion of our initial business combination. We may generate non-operating income in
the form of interest and dividend income on cash and investments held in the Trust Account. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with
completing an initial business combination.
For the year ended December 31, 2025, we had a net income of $2,547,952,
which consisted of interest and dividend income on cash and investments held in Trust Account of $3,565,599 and partially offset by formation
and operating costs of $1,017,647.
For the period from May 31, 2024 (inception) through December 31, 2024,
we had a net loss of $85,311, which consisted of formation and operating costs of $300,435 and stock-based compensation expense of $53,754,
and was offset by the interest and dividend earned on cash and investments held in Trust Account of $268,878.
15
Liquidity and Capital Resources
The Companys liquidity needs up to December 31, 2025 had been
satisfied through a payment from the Sponsor of $25,000 for the founder shares to cover certain offering costs and the proceeds from the
public offering and private placements.
Following the closing of the IPO and sale of the Private Placement
Units on December 6, 2024, a total of $86,250,000 was placed in the Trust Account, and we had $941,835 of cash held outside of the Trust
Account available for the payment of accrued offering costs related to the IPO and for working capital purposes. In connection with the
IPO, we incurred $2,528,729 in transaction costs, consisting of $1,078,125 underwriting fees, $862,500 of deferred underwriting fees,
and $588,104 of other offering costs.
As of December 31, 2025,
the Company had cash of $187,778 and a working capital deficit of $516,767.
For the year ended December 31, 2025, there was $1,058,728 of cash
used in operating activities resulting from interest and dividend earned on investments held in Trust Account of $3,565,599, the decrease
in accounts payable and accrued expenses of $42,911, and the decrease in due to related parties of $33,227. The changes were partially
offset by net income of $2,547,952 and the decrease in prepaid expenses of $35,057.
For the period from May 31, 2024 (inception) through December 31, 2024,
there was $140,144 of cash used in operating activities resulting from the net loss of $85,311, the interest and dividend earned on investments
held in Trust Account of $268,878, and the increase of prepaid expenses of $112,434. The changes were partially offset by the stock-based
compensation expense of $53,754, the formation and operating cost paid by the Sponsor of $118,165, the increase in accounts payable and
accrued expenses of $121,039, and the increase in due to related parties of $33,521.
For the year ended December
31, 2025, there were no investing activities.
For the period from May 31, 2024 (inception) through December 31, 2024,
there was $86,250,000 of cash used in investing activities resulting from the purchase of investment held in Trust Account.
For the year ended December
31, 2025, there was $713,500 of cash provided by financing activity resulting from the proceeds from working capital loan - related party.
For the period from May 31,
2024 (inception) through December 31, 2024, there was $86,923,150 of cash provided by financing activities resulting from the proceeds
of public offering of $86,250,000, the proceeds from private placement of $2,442,500, and the proceeds from promissory note to related
party of $12,000. The changes were offset by the repayment of promissory note to related party of $294,976, the payment of underwriter
discount of $1,078,125, and the payment of offering costs of $408,249.
We intend to use the funds held outside the Trust Account to primarily
identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, structure, negotiate and complete an initial business combination.
In order to fund working capital deficiencies or finance transaction
costs in connection with an initial business combination, our directors, officers and the Sponsor (together, the Insiders)
or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If the Company completes the initial
business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, we may use
a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would
be used for such repayment. Up to $3,000,000 of such loans (the Working Capital Loans) may be convertible into Units of
the Company, at a price of $10.00 per Unit (the Working Capital Units) at the option of the lender. As of December 31, 2025
and 2024, the Company had $713,500 and $0 borrowings under the Working Capital Loans.
We do not believe we will need to raise additional funds in order to
meet the expenditure required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have
insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional
financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public
Shares upon completion of our initial business combination in which case we may issue additional securities or incur debt in connection
with such initial business combination.
16
Off-Balance Sheet Financing Arrangements
We have no obligations, assets
or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial assets.
Contractual Obligations
**
*Registration Rights*
The holders of the founder shares and Private Placement Units, including
any Working Capital Units of those issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to
a registration rights agreement signed on December 4, 2024 by and among the Company and the Insiders. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders
have certain piggy-back registration rights with respect to registration statements filed after the completion of our initial
business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities
Act. The Company will bear the costs and expenses of filing any such registration statements.
**
*Underwriting Agreement*
The underwriters received a cash underwriting discount of $0.125 per
Public Unit, or $1,078,125 in the aggregate and paid at the closing of the IPO and the exercising of over-allotment option in part. In
addition, the underwriters will be entitled to a deferred fee of $0.10 per Public Unit, or approximately $862,500 in the aggregate upon
the consummation of an initial business combination. The deferred fee will become payable to the underwriters from the amounts held in
the Trust Account solely in the event that the Company completes its initial business combination, subject to the terms of the underwriting
agreement dated December 4, 2024 by and among the Company, SPAC Advisory Partners LLC, and Kingswood Capital Partners, LLC.
Critical Accounting Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in the UnitedStates of America (US GAAP) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results
could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,
which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. We
did not identify any critical accounting estimates.
**
Recent Accounting Pronouncements
Management does not believe
that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial
statements.
17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Reference is made to Pages
F-1 through F-17 comprising a portion of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures
that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange
Act of 1934, as amended (the Exchange Act), such as this Report, is recorded, processed, summarized, and reported within
the time period specified in the SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that
such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current
chief executive officer and chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls
and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based on the foregoing as well as the material
weakness identified below regarding our internal controls over financial reporting, our Certifying Officers concluded that our disclosure
controls and procedures were not effective as of the end of the period covered by this Report.
We do not expect that our
disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the
benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no
evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and
instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions.
Managements Report on Internal Controls over Financial Reporting
As required by SEC rules
and regulations implementing Section404 of the Sarbanes-Oxley Act of 2002, as amended, our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting
purposes in accordance with accounting principles generally accepted in the UnitedStates of America (US GAAP). Our
internal control over financial reporting includes those policies and procedures that:
|
(1) | pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of our company, |
|
|
(2) | provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US
GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
|
|
(3) | provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements. |
|
18
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting on December 31, 2025. In making these assessments, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013).
Based on our assessments
and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December
31, 2025 due to a material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited
personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. In light of
this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in
accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included
in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows
for the period presented.
Management intends to
implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes due to
limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.
We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business
combination and to identify third-party professionals with whom to consult regarding complex accounting applications and
consideration of additional staff with the requisite experience and training to supplement existing accounting professionals and
implement additional layers of reviews in the financial close process.
This Annual Report on Form
10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth
company under the JOBS Act.
Changes in Internal Control over Financial Reporting
During the period covered
by this Annual Report on Form 10-K, there has been no change in our internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.
Not applicable.
19
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
Our current directors and
executive officers, their ages and positions are as follows:
|
Name |
|
Age |
|
Position | |
|
William W.Snyder |
|
57 |
|
Chief Executive Officer, Director, and Chairman | |
|
Jia Peng |
|
48 |
|
Chief Financial Officer, and Director | |
|
Evan M.Graj |
|
49 |
|
Independent Director | |
|
Stephen Markscheid |
|
71 |
|
Independent Director | |
|
Wee Peng Siong |
|
57 |
|
Independent Director | |
Below is a summary of the
business experience of each our executive officers and directors:
**
*William W.Snyder*,
Chief Executive Officer, Chairman and Director,has served in his current roles since June2024. He has extensive experience
in corporate finance, financial advisory and business consulting. Since February2020, Mr.Snyder has served as Managing Partner
of Daedalus Analytics International, a provider of business intelligence and strategy advisory services. Before that, between February2015
and February2020, Mr.Snyder served as Managing Director, Transaction Advisory Services (TAS), at Ernst& Young (EY).
As a senior leader of EYs TAS practices, Mr.Snyder led diverse, cross-functionalteams on a variety of complex financial
advisory engagements and served as relationship leader for major defense, technology, and government clients in the U.S.East Coast.
Prior to joining EY, Mr.Snyder served as Managing Director, Valuation Advisory Services, at Alvarez& Marshall, from August2013
to October2014, where he was responsible for setting up and growing the Washington, D.C. based financial valuation practice for
the management consulting firm. Earlier in his career, Mr.Snyder served as a Managing Director at Duff& Phelps
Shanghai office, serving as the country leader for the global investment management and advisory firms China practice for fiveyears
between 2008 to 2013. In this role, Mr.Snyder oversaw the firms China practices from Beijing, Shanghai and HongKong,
and led a variety of advisory engagements for China-relatedcross-borderM&A, joint venture, and cross-bordertechnology
acquisition& licensing matters. Mr.Snyder holds a Bachelors Degree in Electrical Engineering and Biomedical Engineering
from the University of Southern California, a Masters Degree in Science, Technology& International Affairs from George
Washington University, and a Masters Degree in Economics from Georgetown University. Mr.Snyder is a member of the National
Association of Corporate Directors (NACD). Mr. Snyder is a director nominee of ChampionsGate Acquisition Corporation (Nasdaq: CHPG), a
SPAC in search of a target for business combination.
*Jia Peng,*Chief
Financial Officer and Director,has served as the Chief Financial Officer of the Company since June2024, and as its director
since May2024. She has more than a decade of experience in investment banking and wealth management. Currently, Ms. Peng has served
as the principal of Stratosphere Capital, a securities broker, since October2024, and as the Managing Partner of Flying Tiger Capital
Management LLC, the investing arm of a private family office since 2021. From December2013 to December2020, Ms. Peng was a
senior banker in the Corporate and Investment Banking Group of Mizuho Securities USA.During her tenure at Mizuho, Ms. Peng led numerous
capital structure and M&A financing advisory assignments with investment-gradeclients in the Power and Utility sector. She was
part of the team that structured and executed debt and equity issuances for the clients. From April2004 to September2011,
Ms. Peng was a Director in the Investment Banking Division at the UBS Investment Bank in NewYork. In that role, she provided capital
structure, M&A, debt, and equity markets advisory services to Fortune 100 companies across energy, power, capital goods and consumer&
retail sectors. Ms. Peng also structured, marketed, and executed leveraged financing transactions while working in the Leveraged Finance
and Financial Sponsors Group at UBS.Ms. Peng holds a bachelors degree in international economics from Nankai University,
Tianjin, China and a MBA in finance from the University of Connecticut School of Business.
20
*Evan M.Graj*,Director,
has served in his current role since December2024. He is an experienced entrepreneur, investor and operator in the technology and
digital retail spaces. Currently, Mr.Graj serves as CEO of Fusion AI Inc., a U.S. startup company he founded in September2023
to deliver AI-poweredmarketing solutions. He has also served as the CFO and director of ChampionsGate Acquisition Corporation (Nasdaq:
CHPG), a SPAC in search of of a target for business combination, since May 2024. Before founding Fusion AI, Mr.Graj has accumulated
for more than a decade of experience in the e-commercespace. From July2022 to August2023, he served as Chief Strategy
Officer of DFI Retail Group (LSE:DFIB), a major Southeast and East Asia retailer; from January2020 to April2022, he
served as Executive Vice President of NTUC Enterprise Co-operativeLimited, the holding company for a group of social enterprises
supported by the National Trade Union Congress (NTUC), one of Singapores largest trade unions; from September2018 to November2019,
he served as Australia country manager for Amazon Prime, the paid membership program for the global e-commercegiant, Amazon (Nasdaq:
AMZN); from February2017 to May2018, he served as Executive Vice President and Regional Head of Express, Lazada Group, one
of Southeast Asias largest e-commercewebsites; from July2016 to February2017, Mr.Graj served as General
Manager, UberEATs Singapore, the food delivery service arm of Uber (NYSE:UBER). In addition to his extensive experience in retail
and e-commerce, Mr.Graj has extensive experience as an entrepreneur, investor and startup founder. Before founding Fusion AI, he
founded and served as the CEO of Apricot Delivery, a Thailand e-commercedelivery service, in 2021 to 2022, and founded and served
as the CEO of Dine In, a London-basedrestaurant delivery start-up, between 2010 and 2015. Earlier in his career, after founding
and managing several internet businesses in the late 1990s, Mr.Graj spent for almost a decade in the financial industry, leading
several algorithm trading practices at several London-basedinvestment banks and asset managers, including Bear Stearns, Newedge
Group and Knight Capital. Mr.Graj holds a Bachelors Degree in Chemistry from the Massachusetts Institute of Technology and
a Masters Degree in chemical Physics from Columbia University. We believe that Mr.Grajs experience as an experienced
entrepreneur, investor and operator in technology companies makes him well suited to serve as a member of our board of directors.
*Stephen Markscheid*,
Director,has served in his current role since December2024. He is an experienced public company director and advisor.
Since 2019, he has served as the Managing Partner of Aerion Capital, a boutique investment firm. Mr.Markscheid has also served as
an independent director of Four Leaf Acquisition Corp. (Nasdaq: FORL) since July2022, as an independent director of Charlton Aria
Acquisition Corp. (Nasdaq: CHAR) since October2024, as independent director of Four Leaf Acquisition Corp. since March 2023, and
as independent director of Starry Sea Acquisition Corporation (Nasdaq: SSEA) since August 2025, four SPACs currently in search of a target
for business combination. Mr. Markscheid has also served as Chief Financial Officer of Future Money Acquisition Corporation, a SPAC seeking
Nasdaq listing, since December 2025.In addition, most recently, he has served as a director for Monterey Capital Acquisition Corp. from
December2021 until its business combination with ConnectM Technology Solutions, Inc. in July2024. Mr.Markscheid has
continued to serve as the director of the post-combinationentity, ConnectM Technology Solutions, Inc., a clean energy solutions
provider, since July2024. He has also served as a director of Tristar AcquisitionI Corp. from August2023 until its business
combination with Helport Limited in August2024, at which point he resigned as director of the company. In addition, he also has
extensive experience as a board member for several operating companies, including as a director for JinkoSolar Holding Co., Ltd. (NYSE:JKS),
an international solar module manufacturer, since 2009; Kingwisoft Technology Group Co. Ltd. (HKX: 8295), a HongKong investment
holding company, from 2016 to August2014; Richtech Robotics Inc. (Nasdaq: RR), a Nevada based robotics solutions company, since
November2023; QMIS TBS Capital Group Corp., a Malaysian financial advisory firm, from February to April2024; Cenntro Inc.
(Nasdaq: CENN), a New Jersey based electronic commercial vehicle developer, from November2023 to April2024; Fanhua, Inc. (Nasdaq:
FANH), a China based financial service firm, from 2007 to 2024; Akso Health Group (Nasdaq: AHG), a Chinese e-commerceplatform, from
2017 to 2022; UGE International (XTSX:UGE), a solar installation company, from August2021 to July2023. In addition, Mr.Markscheid
serves as a Board Advisor to several companies, including NanoGraf Corporation, Intelligent Generation LLC, Beijing HyperStrong Technology
Co. Ltd., Nulyzer Inc. and Hago Energetics, Inc., Mr.Markscheid also serves as a trustee emeritus of Princeton-in-Asiaand
Chairman Emeritus of KX Power, a UK based energy storage project developer. From 1998 to 2006, he worked for GE Capital. During his time
with GE Capital, Mr.Markscheid led GE Capitals business development activities in China and Asia Pacific, primarily acquisitions
and direct investments. Prior to GE Capital, Mr.Markscheid worked with the Boston Consulting Group throughout Asia. He was a banker
for tenyears in London, Chicago, NewYork, HongKong and Beijing with Chase Manhattan Bank and First National Bank of
Chicago. Mr.Markscheid began his career with the US-ChinaBusiness Council, in Washington D.C. and Beijing. He earned a BA
in East Asian Studies from Princeton University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and an
MBA from Columbia University in 1991, where he was class valedictorian.
*Wee Peng Siong*,Director,has
served in his current role since December2024. He is an experienced real estate and golf course manager and operator with more than
20years of experience. Since 2013, he has served as the general manager of Riverside Golf Club, an award-winninggolf course
based in Bogor, Indonesia. Before that, between 2010 to 2013, he served as general manager of Keppel Land China, the Chinese real estate
division of the Singapore-basedglobal asset manager, Keppel (SGX:BN4). Previously, Mr.Wee has worked for a variety of
real estate, golf, and resort operators, including Caesars Golf Macau, Westin Gold Resort Macau, and Keppel Land. Mr.Wee has a business
degree in golf complex and resort management from the San Diego Golf Academy. He received a Certified Club Manager certificate from the
Club Managers Association of America in 2010.
21
Managements Prior Experience in SPACs
Our Chairman, CEO and director,
Mr.Snyder, is the director nominee of ChampionsGate Acquisition Corporation ( CHPG), a Cayman Islands SPAC listed
on the Nasdaq Global Market currently in search of a target for business combination. In addition, one of our directors, Mr.Graj,
is the CFO and director of CHPG.
Another one of our directors,
Mr.Markscheid, served as a director for Monterey Capital Acquisition Corp. from December2021 until its business combination
with ConnectM Technology Solutions, Inc. in July2024. Mr.Markscheid has continued to serve as the director of the post-combinationentity,
ConnectM Technology Solutions, Inc., a clean energy solutions provider, since July2024. He also served as a director of Tristar
AcquisitionI Corp. from August2023 until its business combination with Helport Limited in August2024, at which point
he resigned as a director of the company. Mr.Markscheid has also served as an independent director of Four Leaf Acquisition Corp.
(Nasdaq: FORL) since July2022, as an independent director of Charlton Aria Acquisition Corp. (Nasdaq: CHAR) since October2024,
as independent director of Four Leaf Acquisition Corp. since March 2023, and as independent director of Starry Sea Acquisition Corporation
(Nasdaq: SSEA) since August 2025, four SPACs currently in search of a target for business combination. Mr. Markscheid has also served
as Chief Financial Officer of Future Money Acquisition Corporation, a SPAC seeking Nasdaq listing, since December 2025.
Notwithstanding the foregoing,
our officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses,
and the collective experience of our officers and with blank check companies like ours is not significant. We presently expect each of
our employees to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a fewhours
a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with
a target business for a business combination). The past successes of our executive officers and directors do not guarantee that we will
successfully consummate an initial business combination. In addition, the members of the management team may not remain with us subsequent
to the consummation of a business combination.
Number and Terms of Office of Officers and Directors
Our board of directors consists
of five members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and
with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-yearterm:
Class I, with a term expiring at the first annual general meeting Evan M. Graj; Class II, with a term expiring at the second annual
general meeting Stephen Markscheid and Wee Peng Siong; and Class III, with a term expiring at the third annual general meeting
William W. Snyder and Jia Peng.
Prior to the completion of
an initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors
present and voting at the meeting of our board of directors or by a majority of the holders of our founder shares. After completion of
an initial business combination, subject to any other special rights applicable to the shareholders, any vacancies on our board of directors
may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by
a majority of the holders of our ordinary shares.
Our officers are appointed by the board of directors and serve at the
discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons
to the offices set forth in our Current Charter as it deems appropriate. Our Current Charter provides that the board of directors may
appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions
as to disqualification and removal as the board of directors may think fit.
22
Committees of the Board of Directors
Our board of directors has
two standing committees: an audit committee and a compensation committee.
Audit Committee
We have established an audit
committee of the board of directors, which consists of Mr. Graj, Mr. Markscheid, and Mr. Wee, each of whom is an independent director
under NASDAQs listing standards. Mr. Graj is the Chairperson of the audit committee. Our board of directors has determined that
each member of our audit committee is independent under the Nasdaq listing standards and applicable SEC rules. Under the Nasdaq listing
standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent
within one year of the listing of our Class A ordinary shares. Each member of the audit committee is financially literate and our board
of directors has determined that both Mr. Graj and Mr. Markscheid qualify as audit committee financial expert as defined
in applicable SEC rules.
The audit committee is responsible
for:
|
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meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; | |
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monitoring the independence of the independent registered public accounting firm; | |
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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; | |
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inquiring and discussing with management our compliance with applicable laws and regulations; | |
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pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; | |
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appointing or replacing the independent registered public accounting firm; | |
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determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; | |
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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; | |
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monitoring compliance on a quarterly basis and, if any non-compliance is identified, immediately taking all action necessary to rectify such non-compliance or otherwise causing compliance; and | |
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reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. | |
Compensation Committee
We have established a compensation
committee of the board of directors, which consists of Mr. Graj, Mr. Markscheid, and Mr. Wee, each of whom is an independent director
under NASDAQs listing standards. Mr.Markscheid is the Chairperson of the compensation committee. Our board of directors has
determined that each member of our compensation committee is independent under the Nasdaq listing standards and applicable SEC rules.
Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the compensation committee,
all of whom must be independent within one year of the listing of our Class A ordinary shares.
23
The compensation committee
is responsible for:
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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officers based on such evaluation; | |
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reviewing and approving the compensation of all of our other executive officers; | |
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reviewing our executive compensation policies and plans; | |
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implementing and administering our incentive compensation equity-based remuneration plans; | |
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assisting management in complying with our proxy statement and annual report disclosure requirements; | |
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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; | |
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if required, producing a report on executive compensation to be included in our annual proxy statement; and | |
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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | |
Compensation Committee Interlocks and Insider Participation
None of our executive officers
currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive
officers serving on our board of directors.
Code of Ethics
We have adopted a Code of
Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request
from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Clawback Policy
We have adopted a clawback
policy that applies to our executive officers (the Clawback Policy), which is filed herewith as Exhibit 97.1.
The Clawback Policy gives
the Compensation Committee the discretion, in connection with an accounting restatement of our previously issued financial statements,
to require executive officers to reimburse us for any erroneously awarded compensation paid to such executive officers that otherwise
would not have been paid had it been determined based on the financial statements.
Insider Trading Policy
We have adopted an
insider trading policy that applies to our executive officers (the Insider Trading Policy), which is filed herewith as Exhibit
19.1.
Availability of Documents
We have filed a copy of our
Code of Ethics and our audit committee charter as exhibits to the registration statement relating to our IPO. You will be able to review
these documents by accessing our public filings at the SECs website at www.sec.gov. We intend to disclose any amendments to or
waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
24
Item 11. Executive Compensation.
Executive Officer and Director Compensation
We entered into an offer
letter dated June14, 2024, with our Chairman, CEO, and Director, Mr.Snyder, pursuant to which, that Mr.Snyder shall
receive a monthly cash compensation of $7,500 among from the date of the offer letter until the earlier of (i) the termination of the
offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv)
the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Companys Current Charter.
We have also offered to and our CFO and Director, Ms. Peng, has accepted an offer letter, dated June6, 2024, which provides that
Ms. Peng shall receive a monthly cash compensation of $5,000 among from the date of the offer letter until the earlier of (i) the termination
of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up;
or (iv) the date that she vacates his positions or she is removed or disqualified from her positions pursuant to the Companys Current
Charter. As of December 31, 2025 and December 31, 2024, Mr. Snyder has received $138,750 and $30,000 in compensation, respectively, and
Ms. Peng has received $94,000 and $20,000 in compensation, respectively.
Other than as set forth elsewhere in this report, none of our executive
officers or directors have received any cash compensation for services rendered to us. Our Sponsor, executive officers and directors,
or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf
such as identifying potential target businesses and performing due diligence on suitable initial business combinations. Our audit committee
will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or their affiliates.
Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly
audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments
to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection
with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any
kind, including finders and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or their
respective affiliates, prior to completion of our initial business combination.
After the completion of our
initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees
from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation
materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have
not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.
It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors
of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to
be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation
committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take
any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business
combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements
to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to
retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do
not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a
determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive
officers and directors that provide for benefits upon termination of employment.
25
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table sets
forth information regarding the beneficial ownership of our ordinary shares as of the date hereof, based on information obtained from
the persons named below, with respect to the beneficial ownership of our ordinary shares, by:
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each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; | |
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each of our executive officers and directors; and | |
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all of our executive officers and directors as a group. | |
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially
owned by them.
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| |
Ordinary Shares (Class A and Class B combined) | | |
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Name of Beneficial Owners(1) | |
Number of Shares Beneficially Owned | | |
Approximate Percentage | | |
|
Directors and Officers | |
| | |
| | |
|
William W. Snyder | |
| 100,000 | (2) | |
| * | | |
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Jia Peng | |
| 60,000 | (2) | |
| * | | |
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Stephen Markscheid | |
| 20,000 | (3) | |
| * | | |
|
Evan M. Graj | |
| 20,000 | (3) | |
| * | | |
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Wee Peng Siong | |
| 20,000 | (3) | |
| * | | |
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All officers and directors as a group (5 individuals) | |
| 220,000 | | |
| 2.0 | % | |
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Principal shareholders (5%+) | |
| | | |
| | | |
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Aitefund Sponsor LLC (our Sponsor) | |
| 2,180,500 | (4) | |
| 19.8 | % | |
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Carmelo Caschetto | |
| 2,180,500 | (4) | |
| 19.8 | % | |
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* |
Less than one percent. | |
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(1) |
Unless otherwise indicated, the business address of each of the individuals is c/o Pantages Capital Acquisition Corporation, at 221 W 9th St #859, Wilmington, DE 19801. | |
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(2) |
On June 14, 2024, our CEO, Mr. William W. Snyder, acquired 100,000 founder shares for a purchase price of $1,449 or approximately $0.014 per share, and our CFO, Ms. Jia Peng, acquired 60,000 founder shares for a purchase price of $870, or approximately $0.014 per share. | |
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(3) |
On December 4, 2024, our
Sponsor entered into a securities transfer agreement pursuant to which the Sponsor agrees to transfer 20,000 founder shares to each of
our independent directors. | |
|
(4) |
Mr. Carmelo Caschetto is
the sole member and sole manager of Aitefund Sponsor LLC, our Sponsor, which entitles him to have voting, dispositive or investment powers
over the Sponsor. Thus, he is deemed to have beneficial ownership of the shares held by the Sponsor. | |
26
As of the date hereof, our Insiders beneficially owned approximately
20% of issued and outstanding ordinary shares and have the right to appoint all of our directors prior to our initial business combination.
Holders of our Public Shares will not have the right to appoint any directors to our board of directors prior to our initial business
combination. Because of this ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring
approval by our shareholders, including amendments to our memorandum and articles of association effective at the time and approval of
significant corporate transactions including our initial business combination.
Our Sponsor has agreed (a)
to vote any founder shares and Public Shares held by it in favor of any proposed initial business combination and (b) not to redeem any
founder shares or Public Shares held by it in connection with a shareholder vote to approve a proposed initial business combination.
Our Sponsor, our officers, and our directors are deemed to be our promoters
as such term is defined under the federal securities laws.
Transfers of Founder Shares
The founder shares, Private Placement Units, Private Placement Shares,
and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up
provisions in the agreements entered into by our Insiders. Our Insiders have agreed not to transfer, assign or sell any of their founder
shares until (1)with respect to 50% of the founder shares, the earlier of sixmonths after the date of the consummation of
our initial business combination and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as
adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20trading days
within any 30-tradingday period commencing after our initial business combination and (2)with respect to the remaining 50%
of the founder shares, sixmonths after the date of the consummation of our initial business combination, or earlier, in either case,
if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which
results in all of our shareholders having the right to exchange their shares for cash, securities or other property.
The Private Placement Units and the securities within the Units are
not transferable, assignable or salable until after the completion of our initial business combination.
The foregoing restrictions are not applicable for transfers (i)among
the Insiders or to the Companys Insiders members, officers, directors, consultants or their affiliates, (ii)to a holders
shareholders or members upon the holders liquidation, in each case if the holder is an entity, (iii)by bona fide gift to
a member of the holders immediate family or to a trust, the beneficiary of which is the holder or a member of the holders
immediate family, in each case for estate planning purposes, (iv)by virtue of the laws of descent and distribution upon death, (v)pursuant
to a qualified domestic relations order, (vi)to the Company for no value for cancellation in connection with the consummation of
a business combination, (vii)in connection with the consummation of a business combination, (viii)in the event of the Companys
liquidation prior to its consummation of an initial business combination or (ix)in the event that, subsequent to the consummation
of an initial business combination, the Company completes a liquidation, merger, capital share exchange or other similar transaction which
results in all of the Companys shareholders having the right to exchange their ordinary shares for cash, securities or other property,
in each case (except for clauses (vi), (viii)or (ix)or with the Companys prior written consent). If dividends are declared
and payable in ordinary shares, such dividends will also be placed in lock-up. If we are unable to effect an initial business combination
and liquidate the Trust Account, none of our Insiders will receive any portion of the liquidation proceeds with respect to their founder
shares.
27
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
*Founder Share Issuance*
**
On June 14, 2024, our CEO, Mr. William W. Snyder, our CFO, Ms. Jia
Peng, and our Sponsor, Aitefund Sponsor LLC, acquired an aggregate of 1,725,000 founder shares, for an aggregate purchase price of $25,000.
On July 9, 2024, an additional 431,250 founder shares were issued, at par value, to the Sponsor, for the purchase price of $43, resulting
that the Sponsor to hold 1,996,250 founder shares.
On December 4, 2024, the effective date of the registration statement
of the IPO, the Sponsor transferred an aggregate of 60,000 of its founder shares, or 20,000 each to its three independent directors for
their board service, for nominal cash consideration, of $696.
*Sale of Private Placement Units*
On December 6, 2024, simultaneously with the closing of theIPO,
the Company completed the Private Placement of 244,250 Private Placement Units to the Companys Sponsor, at a purchase price of
$10.00 per Private Placement Units, generating gross proceeds to the Company of $2,442,500.
**
*Working Capital Note*
In order to meet our working capital needs following the consummation
of the IPO or to extend our life, our Insiders and their respective affiliates/designees may, but are not obligated to, loan us funds,
from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a
promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lenders
discretion, up to $3,000,000 of the notes, or the working capital notes, may be converted upon consummation of our initial
business combination into working capital units at a price of $10.00 per unit, or the Working Capital Units. In addition,
our Insiders or their affiliates or designees may loan us funds in support of our potential extension to allow additional time for us
to complete an initial business combination which will be evidenced in extension convertible notes, or the extension notes,
to be repaid in cash or $10.00 per unit, or the Extension Units, at the closing of our initial business combination. If
we do not complete our initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to
the extent available. The Working Capital Units would be identical to the Private Placement Units sold in the Private Placement. The terms
of such loans by our Sponsor or its affiliates, if any, have not been determined and no written agreements exist with respect to such
loans. We do not expect to seek loans from parties other than our Insiders or an affiliate of our Insiders as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account,
but if we do, we will request such lender to provide a waiver against any and all rights to seek access to funds in our Trust Account.
After our initial business
combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company
with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation
materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-combinationbusiness to determine executive and director compensation.
On June 14, 2024, our Sponsor had agreed to loan us an aggregate of
up to $500,000 to be used to pay formation expenses and a portion of the expenses of the IPO. Immediately before the IPO, we had borrowed
$295,019 under the loan. The loan was payable without interest on the earlier of (i) December 31, 2024 and (ii) date on which we consummate
our initial public offering. We intended to repay this loan from the proceeds of the IPO not being placed in the Trust Account. If we
determined not to proceed with the IPO, such amounts would not be repaid. The loan was repaid in full on December 6, 2024, from the proceeds
of the IPO not being placed in the Trust Account.
On July 18, 2025, the Company has issued a promissory note (the Working
Capital Note) tothe Sponsor for up to $500,000, to be used for a portion of the Companys working capital. As of December
31, 2025, an aggregate of $713,500 of working capital loans have been provided by the Sponsor under the Working Capital Note,
and it is expected that further working capital loans may be provided by the Sponsor under the Working Capital Note before the closing
of the Business Combination.
28
**
*Offer Letters With Management*
We have offered to and our
Chairman and CEO has accepted an offer letter, dated June14, 2024, which provides that Mr.Snyder shall receive a monthly cash
compensation of $7,500among from the date of the offer letter until the earlier of (i)the termination of the offer letter;
(ii)the date that the Company consummates an initial business combination; (iii)the date the Company is wound up; or (iv)the
date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Companys memorandum and
articles of association.
We have also offered to and
our CFO has accepted an offer letter, dated May25, 2024, which provides that Ms. Jia shall receive a monthly cash compensation of
$5,000among from the date of the offer letter until the earlier of (i)the termination of the offer letter; (ii)the date
that the Company consummates an initial business combination; (iii)the date the Company is wound up; or (iv)the date that
he vacates his positions or he is removed or disqualified from his positions pursuant to the Companys memorandum and articles of
association.
Other than as set forth elsewhere in this report, none of our executive
officers or directors have received any cash compensation for services rendered to us. Our Insiders, or their respective affiliates will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable initial business combinations. Our audit committee will review on a quarterly basis
all payments that were made by us to our Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an
initial business combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such
reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive
officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and
consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finders
and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or their respective affiliates, prior
to completion of our initial business combination.
Policy for Approval of Related Party Transactions
The audit committee of our board of directors has adopted a charter,
providing for the review, approval and/or ratification of related party transactions, which are those transactions required
to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee
shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction,
any contractual restrictions that the Company has already committed to, the business purpose of the transaction, and the benefits of the
transaction to the Company and to the relevant related party. Any member of the committee who has an interest in the related party transaction
under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by
the chairman of the committee, participate in some or all of the committees discussions of the related party transaction. Upon
completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
Management will present to
the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the
policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with
the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion
of, or decision concerning, a related person transaction in which he or she is the related party.
Director Independence
Nasdaq requires that a majority of our board must be composed of independent
directors. Currently, Mr.Graj, Mr.Markscheid, and Mr.Wee would each be considered an independent director
under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the Company or its subsidiaries
or any other individual having a relationship, which, in the opinion of the Companys board of directors would interfere with the
directors exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have
regularly scheduled meetings at which only independent directors are present.
We will only enter into a
business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions
with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from
independent parties. Any related-partytransactions must also be approved by our audit committee and a majority of disinterested
independent directors.
29
Item 14. Principal Accountant Fees and Services.
Public Accounting Fees
The following chart sets forth public accounting fees in connection with services rendered by MaloneBailey, LLP for the period from inception
to December 31, 2024 and for the year ended December 31, 2025.
*MaloneBailey, LLP*
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2025 | | |
2024 | | |
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Audit and Audit-Related Fees | |
| 103,000 | | |
$ | 145,000 | | |
|
Tax Fees | |
| - | | |
| - | | |
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All Other Fees | |
| - | | |
| - | | |
Audit fees were for professional
services rendered by MaloneBailey, LLP for the audit of our annual financial statements, and services that are normally provided by MaloneBailey,
LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in connection
with our IPO. Audit-related fees are fees for assurance and related services by our principal accountant that are reasonably
related to the performance of the audit or review of our financial statements and are not reported under audit fees.
Pre-Approval Policy
Our audit committee was formed
upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee,
and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be
performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described
in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
30
PART IV
Item 15. Exhibit and Financial Statement Schedules.
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(a) |
The following documents are filed as part of this report: | |
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(1) |
Financial Statements | |
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(2) |
Financial Statements Schedules | |
All financial statement schedules
are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in
the financial statements and notes herein.
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|
(3) |
Exhibits | |
We hereby file as part of
this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.
Item 16. Form 10-K Summary.
Not applicable.
31
PANTAGES CAPITAL ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID #206) | | F-2 | |
| Balance Sheets | | F-3 | |
| Statements of Operations | | F-4 | |
| Statements of Changes In Shareholders Deficit | | F-5 | |
| Statements of Cash Flows | | F-6 | |
| Notes to Financial Statements | | F-7 | |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Pantages Capital Acquisition Corporation
*Opinion on the Financial Statements*
We have audited the accompanying balance sheets of Pantages Capital Acquisition Corporation (the Company) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders deficit, and cash flows for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
*Going Concern Matter*
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company expects to incur significant cost in pursuit to consummate a business combination and the Companys business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
*Basis for Opinion*
**
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
*/s/ MaloneBailey, LLP*
www.malonebailey.com
We have served as the Company's auditor since 2024.
Houston, Texas
March 5, 2026
F-2
PANTAGES CAPITAL ACQUISITION CORPORATION
BALANCE SHEETS
|
| |
December31, | | |
December31, | | |
|
| |
2025 | | |
2024 | | |
|
Assets | |
| | |
| | |
|
Current Assets | |
| | |
| | |
| Cash | | $ | 187,778 | | | $ | 533,006 | | |
| Prepaid expenses | | | 87,377 | | | | 122,434 | | |
| Total Current Assets | | | 275,155 | | | | 655,440 | | |
|
| |
| | | |
| | | |
| Cash and Investments held in Trust Account | | | 90,084,477 | | | | 86,518,878 | | |
| Total Assets | | $ | 90,359,632 | | | $ | 87,174,318 | | |
|
| |
| | | |
| | | |
|
Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders Deficit | |
| | | |
| | | |
|
Current Liabilities | |
| | | |
| | | |
| Accounts payable and accrued expenses | | $ | 78,128 | | | $ | 121,039 | | |
| Due to related parties | | | 294 | | | | 33,521 | | |
| Working capital loan - related party | | | 713,500 | | | | - | | |
| Total Current Liabilities | | | 791,922 | | | | 154,560 | | |
|
| |
| | | |
| | | |
| Deferred underwriting commission payable | | | 862,500 | | | | 862,500 | | |
| Total Liabilities | | | 1,654,422 | | | | 1,017,060 | | |
|
| |
| | | |
| | | |
| Commitments and Contingencies | | | | | | | | | |
|
| |
| | | |
| | | |
| Class A ordinary shares subject to possible redemption, 8,625,000 shares at conversion value of $10.44 and $10.03 per share as of December 31, 2025 and 2024, respectively | | | 90,084,477 | | | | 86,518,878 | | |
|
| |
| | | |
| | | |
|
Shareholders Deficit: | |
| | | |
| | | |
| Preference shares, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | | | - | | | | - | | |
| Class A ordinary shares, $0.0001 par value, 445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) | | | 24 | | | | 24 | | |
| Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and outstanding | | | 216 | | | | 216 | | |
| Additional paid-in capital | | | - | | | | - | | |
| Accumulated deficit | | | (1,379,507 | ) | | | (361,860 | ) | |
| Total Shareholders Deficit | | | (1,379,267 | ) | | | (361,620 | ) | |
| Total Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders Deficit | | $ | 90,359,632 | | | $ | 87,174,318 | | |
The accompanying notes are an integral part of
these financial statements.
F-3
PANTAGES CAPITAL ACQUISITION CORPORATION
STATEMENTS OF OPERATIONS
|
| |
| | |
For The
Period From | | |
|
| |
| | |
May 31,
2024 | | |
|
| |
For The
Year Ended | | |
(Inception)
Through | | |
|
| |
December31, 2025 | | |
December31, 2024 | | |
| Formation and operating costs | | $ | 1,017,647 | | | $ | 300,435 | | |
| Stock-based compensation expense | | | - | | | | 53,754 | | |
| Loss from operations | | | (1,017,647 | ) | | | (354,189 | ) | |
|
| |
| | | |
| | | |
|
Other income | |
| | | |
| | | |
| Interest and dividend income on cash and investments held in Trust Account | | | 3,565,599 | | | | 268,878 | | |
|
| |
| | | |
| | | |
| Net income (loss) | | $ | 2,547,952 | | | $ | (85,311 | ) | |
|
| |
| | | |
| | | |
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | | | 8,625,000 | | | | 1,007,593 | | |
| Basic and diluted income (loss) per share, Class A ordinary shares subject to possible redemption | | $ | 0.23 | | | $ | (0.03 | ) | |
| Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares | | | 2,400,500 | | | | 1,936,390 | | |
| Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares | | $ | 0.23 | | | $ | (0.03 | ) | |
The accompanying notes are an integral part of these financial statements.
F-4
PANTAGES CAPITAL ACQUISITION CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT
|
| |
Ordinary Shares | | |
Additional | | |
| | |
Total | | |
|
| |
Class A | | |
Class B | | |
Paid-in | | |
Accumulated | | |
Shareholders | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | | |
| Balance as of May 31, 2024 (Inception) | | | - | | | $ | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | |
| Founder shares issued to initial shareholders | | | - | | | | - | | | | 1,725,000 | | | | 173 | | | | 24,827 | | | | - | | | | 25,000 | | |
| Additional shares issued to Founder | | | - | | | | - | | | | 431,250 | | | | 43 | | | | - | | | | - | | | | 43 | | |
| Sale of private placement units | | | 244,250 | | | | 24 | | | | - | | | | - | | | | 2,442,476 | | | | - | | | | 2,442,500 | | |
| Fair value of rights included in public units | | | - | | | | - | | | | - | | | | - | | | | 1,565,438 | | | | - | | | | 1,565,438 | | |
| Stock-based compensation expense | | | - | | | | - | | | | - | | | | - | | | | 53,754 | | | | - | | | | 53,754 | | |
| Allocated value of transaction costs to rights included in public units | | | - | | | | - | | | | - | | | | - | | | | (57,742 | ) | | | - | | | | (57,742 | ) | |
| Initial measurement of carrying value to redemption value | | | - | | | | - | | | | - | | | | - | | | | (4,028,753 | ) | | | (7,671 | ) | | | (4,036,424 | ) | |
| Remeasurement of carrying value to redemption value | | | - | | | | - | | | | - | | | | - | | | | - | | | | (268,878 | ) | | | (268,878 | ) | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (85,311 | ) | | | (85,311 | ) | |
| Balance as of December 31, 2024 | | | 244,250 | | | | 24 | | | | 2,156,250 | | | | 216 | | | | - | | | | (361,860 | ) | | | (361,620 | ) | |
| Remeasurement of carrying value to redemption value | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,565,599 | ) | | | (3,565,599 | ) | |
| Net income | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,547,952 | | | | 2,547,952 | | |
| Balance as of December 31, 2025 | | | 244,250 | | | $ | 24 | | | | 2,156,250 | | | $ | 216 | | | $ | - | | | $ | (1,379,507 | ) | | $ | (1,379,267 | ) | |
The accompanying notes are an integral part of these financial statements.
F-5
PANTAGES CAPITAL ACQUISITION CORPORATION
STATEMENTS OF CASH FLOWS
|
| |
| | |
For The
Period From | | |
|
| |
| | |
May 31, 2024 | | |
|
| |
For The
Year Ended | | |
(Inception)
Through | | |
|
| |
December31,
2025 | | |
December31,
2024 | | |
|
Cash Flows from Operating Activities: | |
| | | |
| | | |
| Net income (loss) | | $ | 2,547,952 | | | $ | (85,311 | ) | |
|
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | | |
| Interest and dividend earned on cash and investments held in Trust Account | | | (3,565,599 | ) | | | (268,878 | ) | |
| Stock-based compensation expense | | | - | | | | 53,754 | | |
| Formation and operating cost paid by the Sponsor | | | - | | | | 118,165 | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
| Prepaid expenses | | | 35,057 | | | | (112,434 | ) | |
| Accounts payable and accrued expenses | | | (42,911 | ) | | | 121,039 | | |
| Due to related parties | | | (33,227 | ) | | | 33,521 | | |
| Net Cash Used in Operating Activities | | | (1,058,728 | ) | | | (140,144 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Investing Activities: | |
| | | |
| | | |
| Purchase of investment held in Trust Account | | | - | | | | (86,250,000 | ) | |
| Net Cash Used in investing Activities | | | - | | | | (86,250,000 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Financing Activity: | |
| | | |
| | | |
| Proceeds from public offering | | | - | | | | 86,250,000 | | |
| Proceeds from private placement | | | - | | | | 2,442,500 | | |
| Proceeds from promissory note related party | | | - | | | | 12,000 | | |
| Repayment of promissory note to related party | | | - | | | | (294,976 | ) | |
| Payment of underwriter discount | | | - | | | | (1,078,125 | ) | |
| Payment of deferred offering costs | | | - | | | | (408,249 | ) | |
| Proceeds from working capital loan - related party | | | 713,500 | | | | - | | |
| Net Cash Provided by Financing Activity | | | 713,500 | | | | 86,923,150 | | |
|
| |
| | | |
| | | |
| Net Change in Cash | | | (345,228 | ) | | | 533,006 | | |
|
| |
| | | |
| | | |
| Cash, beginning of the year | | | 533,006 | | | | - | | |
| Cash, end of the year | | $ | 187,778 | | | $ | 533,006 | | |
|
| |
| | | |
| | | |
|
Supplemental Disclosure of Non Cash Financing Activities: | |
| | | |
| | | |
| Prepaid expenses paid via promissory note - related party | | $ | - | | | $ | 10,000 | | |
| Deferred offering costs paid by shareholders in exchange for issuance of Class B ordinary shares | | $ | - | | | $ | 25,000 | | |
| Capital contribution through issuance of promissory notes | | $ | - | | | $ | 43 | | |
| Deferred offering costs paid via promissory note - related party | | $ | - | | | $ | 154,855 | | |
| Deferred underwriting commission payable | | $ | - | | | $ | 862,500 | | |
| Initial measurement of carrying value to redemption value | | $ | - | | | $ | 4,036,424 | | |
| Remeasurement of carrying value to redemption value | | $ | 3,565,599 | | | $ | 268,878 | | |
The accompanying notes are an integral part of these financial
statements.
F-6
PANTAGES CAPITAL ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note1Organization, Business Operation and Going Concern Consideration
Pantages Capital Acquisition Corporation (the Company, formerly known as Aifeex Nexus Acquisition Corporation and Shepherd Ave Capital Acquisition Corporation) is a blank check company incorporated in the Cayman Islands on May31, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the initial business combination). The Companys efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has elected December31 as its fiscal year end.
As of December 31, 2025, the Company had not commenced any operations. For the period from May 31, 2024 (inception) through December 31, 2025, the Companys efforts have been limited to organizational activities, activities related to the initial public offering (IPO, see Note3) and business combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company generates non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and Private Placement (Private Placement, see Note4).
The Companys management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placements Units (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully.
The Companys founder and Sponsor is Aitefund Sponsor LLC, a Delaware limited liability company formerly known as Shepherd Ave Capital Sponsor LLC (the Sponsor). The Companys ability to commence operations is contingent upon obtaining adequate financial resources through the IPO and the Private Placement.
On December 6, 2024, the Company consummated IPO of 8,625,000 units (including 1,125,000 units issued upon the full exercise of the over-allotment option (the over-allotment option), the Units). Each Unit consists of one Class A ordinary share (the Class A ordinary share), $0.0001 par value per share (collectively, the Public Shares), and one right to receive of one-fifthof one ClassA ordinary share upon the completion of the initial business combination of the Company. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the Private Placement of 244,250 units (the Private Placement Units) to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,442,500, which is described in Note 4. Each Private Placement Unit consists of one Class A ordinary share, and one right to receive of one-fifthof one ClassA ordinary share upon the completion of the initial business combination.
Transaction costs amounted to $2,528,729, consisting of $1,078,125 of underwriting commissions which was paid in cash at the closing date of the IPO, $862,500 of deferred underwriting commissions, and $588,104 of other offering costs. At the IPO date, cash of $941,835was held outside of the Trust Account (as defined below) and was available for the payment of accrued offering costs and for working capital purposes.
The Companys initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. The Company will complete its initial business combination only if the post-transaction company in which its Public Shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act). There is no assurance that the Company will be able to complete an initial business combination successfully.
F-7
Upon the closing of the IPO, management has agreed that at least $10.00 per Unit sold in the IPO will be held into a U.S.-based trust account (Trust Account). The funds held in the Trust Account will be invested only in U.S.government treasury bills with a maturity of 185days or less, or in money market funds meeting the applicable conditions of Rule2a-7 promulgated under the Investment Company Act that invest solely in direct U.S.government treasury. Except with respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Companys tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Unitsthat are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i)the completion of the Companys initial business combination; (ii)the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Companys memorandum and articles of association effective at the time to (A)modify the substance or timing of obligation to redeem 100% of the Companys Public Shares if the Company does not complete the Companys initial business by the Combination Deadline (as defined below) or (B)with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (iii)the redemption of all of Public Shares if the Company are unable to complete their initial business combination by the Combination Deadline, subject to applicable law. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Public Shareholders.
The Company will have until March 6, 2026 (or 15 months from the consummation of the IPO) to consummate the initial business combination, or up to June 6, 2026 (or 18 months from the consummation of the IPO) if it has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before March 6, 2026. Since the Merger Agreement (as defined below) was executed before March 6, 2026, the 15-month anniversary of the closing of the IPO, the Companys deadline to complete its initial business combination is extended to June 6, 2026. The applicable deadline to consummate the initial business combination of June 6, 2026, is referred as the Combination Deadline.
The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i)in connection with a shareholder meeting called to approve the initial business combination or (ii)by means of a tender offer.
The ordinary shares subject to redemption will be accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (ASC) Topic480 Distinguishing Liabilities from Equity. The Company has determined not to consummate any initial business combination unless the Company has net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule419 promulgated under the Securities Act.
If the Company does not complete its initial business combination by the Combination Deadline, the Company will: (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but no more than tenbusinessdays thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $100,000 of interest generated from the funds held in the Trust Account to pay dissolution expenses) divided by the number of the then-issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. time). The Sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, Class A ordinary shares underlying the Private Placement Units (the Private Placement Shares), and any Public Shares held by them in connection with the completion of the initial business combination and to waive their redemption rights with respect to their founder shares, Private Placement Shares, and Public Shares in connection with a shareholder vote to approve an amendment to the Companys amended and restated articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with the initial business combination or to redeem 100% of the Public Shares if the Company does not complete its initial business combination within 15months from the closing of the IPO (or up to 18months, if extended) or (B)with respect to any other provision relating to shareholders rights or pre-initial business combination activity.
F-8
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per Public Share and (ii)the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Companys Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsors only assets are securities of the Company. Therefore, it cannot be assured that the Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Business Combination Agreement
On November 18, 2025, the Company entered into a Business Combination Agreement by and among (i) the Company, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited by shares (the MacMines), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (Pubco), (iv) HORIZON MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (Merger Sub); (v) Horizon Mining SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of MacMines (Tenement SPV); and (vi) Jincheng Yao, an individual(Seller Representative) (the Merger Agreement).
*Reorganization*
Pursuant to the Merger Agreement, prior to the Closing (as defined below), MacMines and its affiliates shall consummate a series of reorganization transactions, including: (i) MacMines and Pubco will enter into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue of Pubco ordinary shares to MacMines (the Share Sale Agreement), and (ii) MacMines and Tenement SPV will enter into an Asset Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease 700074 as lodged with the Queensland Government, Australia, on or about November 16, 2022 (the MLA) and documents and information relating exclusively and specifically to the MLA (the Asset Sale Agreement) (together with all other agreements, deeds, instruments or documents as may be necessary or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated by those agreements, the Reorganization Documents) to implement and effect the transactions contemplated therein in a form reasonably agreed between the parties to the Merger Agreement.
Upon the terms and subject to satisfaction of the conditions set forth in the Reorganization Documents, the following transactions (collectively, Reorganization) shall take place at a date and time agreed by the parties thereto:
| | (x) | Pubco will issue 18,000,000 Pubco ordinary shares (the Reorganization Shares) to MacMines in exchange for the transfer of all the issued and outstanding share capital of Tenement SPV held by MacMines to Pubco; | |
| (y) | MacMines will assign, transfer, convey and sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA. As a result of the Reorganization, Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines. | |
*Merger*
After the consummation of the Reorganization and upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time agreed by the parties to the Merger Agreement (the Closing Date):
| (x) | the Merger Sub will merge with and into the Company (the Merger, together will all other transactions contemplated under the Merger Agreement, the MacMines Business Combination, with the closing of the MacMines Business Combination referred as Closing), with the Company surviving the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the right to receive shares of Pubco as follows: | |
| | | Each issued and outstanding Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be deemed to hold one Class A ordinary share and one right of the Company. | |
| | | Each Class A ordinary share of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. Each of the remaining issued and outstanding Class A ordinary shares or Class B ordinary share shall be canceled and converted automatically into the right to receive one Pubco ordinary share. | |
| | | Each issued and outstanding right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have been received by the holder thereof if such right of the Company had been converted upon the consummation of a Business Combination in accordance with the Companys IPO Prospectus and Current Charter, and the rights into Class A ordinary shares of the Company. | |
| | | If there are any shares of the Company that are owned by the Company as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.0001 per share, of the surviving Company. | |
| (y) | all issued and outstanding Reorganization Shares shall be automatically reclassified into Pubco ordinary shares. | |
No fractional shares of Pubco ordinary shares will be issued by Pubco; instead, each person who would otherwise be entitled to a fractional share shall instead be entitled to the number of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share.
The foregoing Merger and conversion of securities shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of applicable Law.
F-9
Going Concern Consideration
As of December 31, 2025, the Company had $187,778 cash and a working capital deficit of $516,767. The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of an initial business combination. In connection with the Companys assessment of going concern considerations in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-15, Disclosures of Uncertainties about an Entitys Ability to Continue as a Going Concern, management has determined that these conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plan in addressing this uncertainty is through the borrowing of Working Capital Loans, as defined below (see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Deadline by June 6, 2026, unless further extended, the Companys board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Companys plans to consummate an initial business combination will be successful within the Combination Deadline. As a result, management has determined that such additional condition also raises substantial doubt about the Companys ability to continue as a going concern within one year after the date that the financial statements are issued. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
As a result of the military action commenced in February2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Companys ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummates an initial business combination, may be materially and adversely affected. In addition, the Companys ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Companys financial position, results of operations and/or ability to consummate an initial business combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note2Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the UnitedStates of America (US GAAP) and pursuant to the rulesand regulations of the SEC.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in Section2(a)of the Securities Actof1933, as amended, (the Securities Act), as modified by the Jumpstart Our Business Startups Actof2012, as amended (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities ExchangeAct of 1934, as amended (the Exchange Act)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
F-10
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of threemonths or less when purchased to be cash equivalents. The Company had $187,778 and $533,006 cash in bank as of December 31, 2025 and 2024, respectively.
Cash andInvestments Held in Trust Account
As ofDecember 31, 2025 and 2024, the Company had $90,084,477 and $86,518,878 in Cash and investments held in Trust Account, which are invested in money market funds which invest in U.S. Treasury securities.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (FDIC) of $250,000. As of December 31, 2025 and 2024, $0 and $283,006, respectively, were over the FDIC limit. The Company has not experienced losses on these accounts.
Offering Costs
The Company complies with the requirements of Accounting Standards Codification (ASC)340-10-S99-1and SEC Staff Accounting Bulletin (SAB) Topic5A*Expenses of Offering*. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to shareholders equity upon the completion of the IPO.
Net Income Per Share
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income (loss) per share as the redemption value approximates fair value. For the year ended December 31, 2025, the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted net income (loss) per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.
| | | For The Year Ended | | | For The Period From May 31, 2024 (Inception) Through | | |
| | | December 31, 2025 | | | December 31, 2024 | | |
| | | Redeemable | | | Non-Redeemable | | | Redeemable | | | Non-Redeemable | | |
| | | Class A | | | Class A and Class B | | | Class A | | | Class A and Class B | | |
| | | Ordinary | | | Ordinary | | | Ordinary | | | Ordinary | | |
| | | Shares | | | Shares | | | Shares | | | Shares | | |
| Basic and diluted net income (loss) per ordinary share: | | | | | | | | | | | | | |
| Numerators: | | | | | | | | | | | | | |
| Allocation of net income (loss) | | $ | 1,993,205 | | | $ | 554,747 | | | $ | (29,198 | ) | | $ | (56,113 | ) | |
| Denominators: | | | | | | | | | | | | | | | | | |
| Basic and diluted weighted average shares outstanding | | | 8,625,000 | | | | 2,400,500 | | | | 1,007,593 | | | | 1,936,390 | | |
| Basic and diluted net income (loss) per ordinary share | | $ | 0.23 | | | $ | 0.23 | | | $ | (0.03 | ) | | $ | (0.03 | ) | |
F-11
Fair Value of Financial Instruments
The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASC820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Companys principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtainedfrom sources independent of the reporting entity. Unobservable inputs reflect the entitys own assumptions based on market data and the entitys judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
| | | Level 1 Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. | |
| | | Level 2 Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. | |
| | | Level 3 Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | |
The following table presents information about the Companys assets that are measured at fair value on December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
| December 31, 2025 | | Carrying Value | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |
| Assets: | | | | | | | | | | | | | |
| Cash and Investments held in Trust Account | | $ | 90,084,477 | | | $ | 90,084,477 | | | $ | - | | | $ | - | | |
| Total | | $ | 90,084,477 | | | $ | 90,084,477 | | | $ | - | | | $ | - | | |
| December 31, 2024 | | Carrying Value | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |
| Assets: | | | | | | | | | | | | | |
| Cash and Investments held in Trust Account | | $ | 86,518,878 | | | $ | 86,518,878 | | | $ | - | | | $ | - | | |
| Total | | $ | 86,518,878 | | | $ | 86,518,878 | | | $ | - | | | $ | - | | |
The Rights were valued, using a calculation prepared by management which takes into consideration the probability of completion of the IPO, an implied probability of the completion of an initial business combination and a Discount for Lack of Marketability calculation. The Rights are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of an initial business combination, the probability of the initial public offering, and other risk factors.
F-12
ClassA ordinary shares subject to possible redemption
The Company accounts for its ClassA ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic480, Distinguishing Liabilities from Equity (ASC480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholders equity. In accordance with ASC480-10-S99, the Company classifies the ClassA ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 8,625,000 ClassA ordinary shares sold as part of the Public Unitsin the IPO were issued with other freestanding instruments (i.e., Rights), the initial carrying value of ClassA ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i)accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii)recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.
As of December 31, 2025 and 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:
| | | Class A ordinary | | |
| | | shares subject to | | |
| | | possible redemption | | |
| Balance as of May 31, 2024 (Inception) | | $ | - | | |
| Gross Proceeds | | | 86,250,000 | | |
| Proceeds allocated to Public Rights | | | (1,565,438 | ) | |
| Class A ordinary shares issuance cost | | | (2,470,987 | ) | |
| Initial measurement of carrying value to redemption value | | | 4,036,425 | | |
| Remeasurement of carrying value to redemption value | | | 268,878 | | |
| Balance as of December 31, 2024 | | $ | 86,518,878 | | |
| Remeasurement of carrying value to redemption value | | | 3,565,599 | | |
| Balance as of December 31, 2025 | | $ | 90,084,477 | | |
Income Taxes
The Company accounts for income taxes under ASC740, Income Taxes (ASC740). ASC740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Companys evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Companys financial statements.
F-13
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of theCayman Islands. In accordance withCayman Islandsfederal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Companys financial statements.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statements.
Note3Initial Public Offering
On December 6, 2024, the Company sold 8,625,000 Units (including 1,125,000 Units issued upon the full exercise of the over-allotment option) in its IPO. Each Unit has an offering price of $10.00 and consists of one share of the Companys ClassA ordinary share and one right. Each right entitles the holder thereof to receive one-fifth of one ClassA ordinary share upon completion of the Companys initial business combination. The Company will not issue fractional shares. As a result, the holder must hold Rights in multiples of 5 in order to receive shares for all of their Rights upon closing of an initial business combination.
Note4Private Placement
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 244,250Unitsat a price of $10.00 per Unit for an aggregate purchase price of $2,442,500 in the Private Placement. Each Private Placement Units was identical to the Unitssold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial business combination (except to certain permitted transferees).
Note5Related Party Transactions
Founder shares
On June14, 2024, the Companys CEO, Mr.William W.Snyder, the Companys CFO, Ms. Jia Peng, and the Sponsor, Aitefund Sponsor LLC, acquired an aggregate of 1,725,000shares of ClassB ordinary shares of a par value of $0.0001 for an aggregate purchase price of $25,000 (the founder shares) from the Company, of which: (i)the CEO acquired 100,000founder shares for a purchase price of $1,449 or approximately $0.014 per share; (ii)the CFO acquired 60,000founder shares for a purchase price of $870, or approximately $0.014 per share; and(iii)theSponsor acquired 1,565,000founder shares for a purchase price of $22,681, or approximately $0.014 per share. On July9, 2024, the Company issued an additional 431,250 ClassB ordinary shares to the Sponsor, at par value, for the purchase price of $43. In total, an aggregate 2,156,250 ClassB ordinary shares were issued to the Sponsor and executives, at a per-share price of approximately $0.012 per share, including an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 6, 2024, the underwriters fully exercised the over-allotment option for an additional 1,125,000 Units, reducing the Class B ordinary shares subject to forfeiture to 0.
F-14
Concurrent with the IPO, the Sponsor transferred an aggregate of 60,000 of its founder shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $696. The fair value of the transfer of the 60,000 founder shares accounted for as compensation under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation (ASC 718). The estimated fair value of the 60,000 founder shares totaled $54,450. On December 6, 2024, the Company recognized a share-based compensation expense of $53,754, net of the nominal cash consideration of $696 paid by the directors.
The Private Placement shares are identical to the ClassA ordinary shares included in the Unitsbeing sold in the IPO. However, the Companys Insiders have agreed, pursuant to written letter agreements with the Company, (A)to vote their founder shares and Private Placement shares (as well as any Public Shares acquired in or after the IPO) in favor of any proposed initial business combination, (B)not to propose, or vote in favor of, an amendment to our memorandum and articles of association effective at the time that would stop our Public Shareholders from redeeming their shares for cash or selling their shares to us in connection with an initial business combination or affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete an initial business combination by the Combination Deadline unless we provide Public Shareholders with the opportunity to redeem their Public Shares to receive cash from the Trust Account in connection with any such vote (regardless how such shareholders vote for such amendment), (C)not to redeem any founder shares and Private Placement Shares (as well as any other shares acquired in or after the IPO) for cash from the Trust Account in connection with a shareholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our memorandum and articles of association effective at the time relating to shareholders rights or pre-initial business combination activity and (D)that the founder shares and Private Placement Shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated.
The Insiders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until (1)with respect to 50% of the founder shares, the earlier of sixmonths after the date of the consummation of the Companys initial business combination and the date on which the closing price of the Companys ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20tradingdays within any 30-tradingday period commencing after the Companys initial business combination and (2)with respect to the remaining 50% of the founder shares, sixmonths after the date of the consummation of the Companys initial business combination, or earlier, in either case, if, subsequent to the Companys initial business combination, the Company consummate a liquidation, merger, share exchange or other similar transaction which results in all of the Companys shareholders having the right to exchange their ordinary shares for cash, securities or other property.
The Private Placement Units(including the underlying securities) will not be transferable, assignable or saleable until the completion of the Companys initial business combination (except to certain permitted transferees).
Promissory NoteRelated Party
On June 14, 2024, the Sponsor has agreed to loan the Company up to $500,000 (the Promissory Note) to be used for a portion of the expenses of the IPO. Immediately before the IPO, the Company had an outstanding loan balance of $295,019 and the balance was repaid. There is no balance as of December 31, 2025 and 2024. Following the completion of the IPO, the Promissory Note was no longer available and replaced with the Working Capital Loans (as defined below)
Working Capital Loans Related Party
In addition, in order to meet the Companys working capital needs following the consummation of the initial public offering if the funds not held in the Trust Account are insufficient, or to extend its life, its Insiders or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Companys initial business combination, without interest, or, at the lenders discretion, up to $3,000,000 of the notes (Working Capital Loans) may be converted upon consummation of the Companys initial business combination into Working Capital Unitsat a price of $10.00 per Unit. If the Company do not complete an initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.
As of December 31, 2025 and 2024, the Company had $713,500 and $0 borrowings under the Working Capital Loans, respectively.
Due to Related Parties
On June6, 2024, the Company appointed Jia Peng as Chief Financial Officer, in addition to the current position as a member of the board of the directors. During the Term as Chief Financial Officer and a member of board of directors of the Company, Jia Peng will receive cash compensation in the amount of $5,000, payable each month.
As of December 31, 2025 and 2024, the Company had accrued compensation expense of $0 and $14,300 for Jia Peng, respectively.
F-15
On June14, 2024, the Company appointed William Snyder as Chairman and Chief Executive Officer, in addition to the current position as a member of the board of the directors. During the Term as Chairman and Chief Executive Officer and a member of board of directors of the Company, William Snyder will receive cash compensation in the amount of $7,500, payable each month. In addition, William Snyder also paid office expenses on behalf of the Company.
As of December 31, 2025 and 2024, the Company had accrued compensation expenses for William Snyder of $0 and $18,750, respectively, and had accrued expenses for William Snyder of $294 and $0, respectively.
Evan Graj, a Director of the Company, paid office expenses on behalf of the Company.
As of December 31, 2025 and 2024, the Company had accrued expenses for Evan Graj of $0 and $470, respectively. For the years ended December 31, 2025 and 2024, Evan paid $578 and $1,754, respectively, on behalf of the Company for office and travel expenses.
Note 6Commitmentsand Contingencies
Registration Rights
The holders of the founder shares, Private Placement Units(including securities contained therein) and Units(including securities contained therein) that may be issued on conversion of working capital loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the Companys completion of the Companys initial business combination and rights to require the Company to register for resale such securities pursuant to Rule415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option to purchase up to an additional 1,125,000Unitssolely to cover over-allotments, if any. Theunderwriters had exercised the over-allotment option.
The underwriter was paid a cash underwriting discount of $0.125 per Unit, or $1,078,125 at the closing of the IPO.
Additionally, the underwriters will be entitled to 1.0% of gross proceeds of the IPO $862,500 and will be paid at the closing of the initial business combination as deferred underwriting fee. If the Company does not complete its initial business combination within the time period required by its amended and restated memorandum and articles of association effective at the time, the underwriters have agreed that (i)they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the Trust Account, and (ii)that the deferred underwriters discounts and commissions will be included with the funds held in the Trust Account that will be available to fund the redemption of our Public Shares.
As of December 31, 2025 and 2024, deferred underwriting discounts and commissions amounted to $862,500 payableupon consummation of the Companys initial business combination.
Note7Shareholders Equity
**
*Preference Share*The Company is authorized to issue 5,000,000 shares of preference share, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding.
**
*ClassA Ordinary Share*The Company is authorized to issue 445,000,000 shares of ClassA ordinary share with $0.0001 par value. As of December 31, 2025 and 2024, there were 244,250 shares of ClassA ordinary share issued or outstanding,excluding 8,625,000 ClassA ordinary shares subject to possible redemption.
*ClassB Ordinary Share*The Company is authorized to issue 50,000,000 shares of ClassB ordinary share with $0.0001 par value. On June14, 2024, the Company issued an aggregate of1,725,000 founder shares to the Sponsor and executives for an aggregate purchase price of $25,000. On July9, 2024, the Company issued additional 431,250 ClassB ordinary shares to the Sponsor for $43. In total, an aggregate 2,156,250 ClassB ordinary shares were issued to the Sponsor and executives, at a per-share price of approximately $0.012 per share. The Companys Insiders will collectively own 20.0% of the Companys issued and outstanding shares of ordinary share after the IPO. As of December 31, 2025 and 2024, there were 2,156,250 shares of Class B ordinary share issued or outstanding.
**
F-16
**
*Rights*
As of December 31, 2025 and 2024, there were8,625,000 Public Rights included the public Units outstanding and244,250Private Placement Rights included in the Private Placement Units outstanding.Except in cases where the Company is not the surviving company in an initial business combination, each holder of a right will automatically receive one-fifth of one ClassA ordinary share upon consummation of the Companys initial business combination. In the event the Company will not be the surviving company upon completion of the Companys initial business combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving entity that each one-fifth of one ClassA ordinary share underlying each right is entitled to upon consummation of the initial business combination subject to any dissenter rights under the applicable law. The Company will not issue fractional shares in connection with a conversion of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result, you must hold Rights in multiples of five in order to receive shares for all of your ClassA ordinary shares underlying the Rights upon closing of an initial business combination. If the Company is unable to complete an initial business combination within the required time period and the Company redeem the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the Rights.
Note8Segment Information
ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Companys CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.
When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews the key metric, which include the following:
| | | | | | For the Period From May 31, 2024 | | |
| | | For the Year Ended | | | (Inception) Through | | |
| | | December31, | | | December31, | | |
| | | 2025 | | | 2024 | | |
| Professional fees incurred in connection with potential business combination | | $ | (318,514 | ) | | $ | - | | |
| Other formation and operating costs | | | (699,133 | ) | | | (354,189 | ) | |
| Interest and dividend income on cash and investments held in Trust Account | | | 3,565,599 | | | | 268,878 | | |
| Net income (loss) | | $ | 2,547,952 | | | $ | (85,311 | ) | |
The key measures of segment profit or loss reviewed by our CODM are interest and dividend income on cash and investments held in Trust Account and formation and operating costs. The CODM reviews interest and dividend income on cash and investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of cash and investments with the Trust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically reviews professional fees incurred in connection with potential business combination, which are a significant segment expense, and include legal fees and advisory fees, as these represent significant costs affecting the Companys consummation of potential business combination. Other formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination within the initial business Combination Deadline. The CODM also reviews other formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Note9Subsequent Events
On February 26, 2026, the Sponsor has agreed to loan the Company up to $500,000 (the Second Promissory Note) to be used for working capital of the Company. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves. The Sponsor, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Companys IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
Other than the foregoing, the Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these financial statements were issued. Based on this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.
F-17
EXHIBIT INDEX
|
Exhibit |
|
Description | |
|
|
|
| |
|
1.1 |
|
Underwriting Agreement, dated December 4, 2024, by and between the Registrant and the Representative. (1) | |
|
2.1 |
|
Business Combination Agreement, dated November 18, 2025, by and among the Registrant, MacMines Austasia Pty Ltd., Horizon Mining Limited, Horizon Merger 1 Limited, Horizon Mining SPV Pty ltd and Jincheng Yao. (4) | |
|
3.1 |
|
Memorandum and Articles of Association. (2) | |
|
3.2 |
|
Amended and restated memorandum and articles of association. (2) | |
|
3.3 |
|
Second Amended and restated memorandum and articles of association. (3) | |
|
3.4* |
|
Fourth Amended and restated memorandum and articles of association. | |
|
4.1 |
|
Specimen Unit Certificate(2) | |
|
4.2 |
|
Specimen Class A Ordinary Share Certificate(2) | |
|
4.3 |
|
Specimen Rights Certificate(2) | |
|
4.4 |
|
Rights Agreement, dated December 4, 2024, between the Registrant and Vstock, as rights agent. (1) | |
|
4.5 |
|
Description of Securities. (3) | |
|
10.1 |
|
Promissory Note, issued by the Registrant to the Sponsor, dated as of June 14, 2024. (2) | |
|
10.2 |
|
PIPE Unit Subscription Agreement dated December 4, 2024, between the Registrant and the Sponsor. (1) | |
|
10.3 |
|
Securities Transfer Agreement, dated December 4, 2024, between the Registrant, the Sponsor, and certain directors of the Company(1) | |
|
10.4 |
|
Investment Management Trust Agreement, dated December 4, 2024, between the Registrant and Wilmington Trust, N.A., as trustee. (1) | |
|
10.5 |
|
Registration Rights Agreement, dated December 4, 2024, between the Registrant, the Sponsor, and the Representative. (1) | |
|
10.6 |
|
Letter Agreement, dated December 4, 2024, among the Registrant, the Sponsor, and officers and directors of the Company. (1) | |
|
10.7 |
|
Indemnity Agreement, dated December 4, 2024, between the Registrant and the officers and directors of the Registrant. (1) | |
|
10.8 |
|
Subscription Agreement by and among the Registrant and the CEO, dated as of June 14, 2024, for the founder shares. (2) | |
|
10.9 |
|
Subscription Agreement by and among the Registrant and the CFO, dated as of June 14, 2024, for the founder shares. (2) | |
|
10.10 |
|
Subscription Agreement by and among the Registrant and the Sponsor, dated as of June 14, 2024, for the founder shares. (2) | |
|
10.11 |
|
Offer Letter, between the Registrant and the CEO and Chairman, dated as of June 14, 2024. (2) | |
|
10.12 |
|
Offer Letter, between the Registrant and the CFO, dated as of June 14, 2024. (2) | |
|
10.13 |
|
Seller Lock-Up Agreement, dated November 18, 2025, by and among the Registrant, Horizon Mining Limited, Jincheng Yao, and MacMines Austasia Pty Ltd. (4) | |
|
10.14 |
|
Seller Support Agreement, dated November 18, 2025, by and between the Registrant and MacMines Austasia Pty Ltd. (4) | |
|
10.15 |
|
Sponsor Support Agreement, dated November 18, 2025, by and among the Registrant, MacMines Austasia Pty Ltd and Aitefund Sponsor LLC. (4) | |
|
14.1 |
|
Code of Ethics (2) | |
|
19.1 |
|
Insider Trading Policy. (3) | |
|
31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
31.2* |
|
Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
|
32.2** |
|
Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
|
97.1 |
|
Clawback Policy of the Registrant. (3) | |
|
101.INS* |
|
Inline XBRL Instance Document. | |
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. | |
|
101.CAL* |
|
Inline XBRL Taxonomy Calculation Linkbase Document. | |
|
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
|
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. | |
|
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
|
104* |
|
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). | |
|
* | Filed
herewith |
|
|
** | Furnished
herewith |
|
|
*** | Schedules
omitted pursuant to Item 601(b)(2) of Regulation S-K. Pantages Capital Acquisition Corporation agrees to furnish supplementally a copy
of any omitted schedule to the SEC upon request. |
|
|
(1) | Filed
as an exhibit to the Current Report on Form 8-K filed with the SEC on December 9, 2024 (File No. 001-42425). |
|
|
(2) | Filed
as an exhibit to the Registration Statement on Form S-1 filed with the SEC on July 24, 2024 (File No. 333-280986). |
|
|
(3) | Filed
as an exhibit to the Annual Report on Form 10-K filed with the SEC on March 27, 2025 (File No. 001-42425). |
|
|
(4) |
Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on November 24, 2025 (File No. 001-42425). | |
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
March 6, 2026 |
PANTAGES CAPITAL ACQUISITION CORPORATION | |
|
|
By: |
/s/ William W. Snyder | |
|
|
|
Name: |
William W. Snyder | |
|
|
|
Title: |
Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the capacities and on the dates indicated.
|
Name |
|
Position |
|
Date | |
|
|
|
|
|
| |
|
/s/ William W. Snyder |
|
Chairman of the Board of
Directors and Chief Executive Officer |
|
March 6, 2026 | |
|
William W. Snyder |
|
(Principal Executive Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Jia Peng |
|
Director and Chief Financial
Officer |
|
March 6, 2026 | |
|
Jia Peng |
|
(Principal Financial and
Accounting Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Stephen Markscheid |
|
Director |
|
March 6, 2026 | |
|
Stephen Markscheid |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Evan M. Graj |
|
Director |
|
March 6, 2026 | |
|
Evan M. Graj |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Wee Peng Siong |
|
Director |
|
March 6, 2026 | |
|
Wee Peng Siong |
|
|
|
| |
33