PGAC

Business Context and Reporting Period

Pantages Capital Acquisition Corporation (PGAC) is a Cayman Islands-based special purpose acquisition company (SPAC) formed to effect a business combination. This Form 10-Q covers the quarterly period ended June 30, 2026. The Company is an emerging growth company and a shell company. It has not commenced operations and generates no operating revenue; its income is derived solely from interest and dividends on funds held in a Trust Account.

Key Financial Metrics

Material Changes vs. Prior Period

• Massive Share Redemptions: During the period, 5,889,094 public shares were tendered for redemption. Approximately $62.4 million was withdrawn from the Trust Account to pay these shareholders, reducing the Trust balance from $90.1 million (Dec 31, 2025) to $29.3 million.
• Operating Costs: Formation and operating costs increased to $649,292 for the six months ended June 30, 2026, compared to $393,475 in the prior year period. This includes $293,098 in professional fees specifically related to the potential business combination.
• Net Income Decline: Net income decreased to $891,691 for the six months ended June 30, 2026, down from $1.4 million in the prior year period, primarily due to lower interest income on the reduced Trust balance.
• Debt Increase: Working capital loans from related parties increased from $713,500 to $1.2 million to fund operations and extension fees.

Outlook, Risks, and Management Commentary

• Business Combination Status: The Company has entered into a Business Combination Agreement with MacMines Austasia Pty Ltd. The transaction involves a reorganization and merger to acquire mining lease assets in Australia.
• Extension of Deadline: The original deadline to complete a business combination was June 6, 2026. Shareholders approved an amendment allowing up to 12 monthly extensions. The Sponsor has deposited $120,000 to extend the deadline to August 6, 2026. A further $60,000 payment is required to extend to September 6, 2026, which has not yet been deposited.
• Going Concern Warning: Management has determined that the Company's cash position ($352) and working capital deficit raise substantial doubt about its ability to continue as a going concern. The Company relies on related party loans and the successful completion of the business combination to survive.
• Amended Merger Terms: An amendment to the Merger Agreement removed the condition requiring the Company to have net tangible assets of at least $5,000,001 post-redemption.
• Internal Controls: Management concluded that disclosure controls and procedures were not effective due to a material weakness involving inadequate segregation of duties and insufficient written policies.
• Geopolitical Risks: The filing notes ongoing military conflicts (Russia/Ukraine, Israel/Iran) as potential risks to the ability to consummate a transaction or raise financing.

Investor Verification Checklist

• Verify the status of the $60,000 extension payment required to extend the business combination deadline beyond August 6, 2026.
• Confirm the sufficiency of the remaining Trust Account balance ($29.3M) to cover the redemption value of remaining shares and transaction costs.
• Assess the related party debt ($1.2M) and the Sponsor's ability to provide additional funding if the business combination fails or requires more capital.
• Review the material weakness in internal controls and the plan to remediate it prior to the closing of the merger.
• Monitor the progress of the MacMines business combination, specifically the satisfaction of closing conditions and regulatory approvals in Australia.