Business Context and Reporting Period
Pantages Capital Acquisition Corporation (formerly Shepherd Ave Capital Acquisition Corporation and Aifeex Nexus Acquisition Corporation) is a Cayman Islands exempted company and a "blank check" SPAC. The filing covers the fiscal year ended December 31, 2025. The Company has no operating history and has generated no revenue to date. Its sole purpose is to effect an initial business combination.
On November 18, 2025, the Company entered into a definitive Business Combination Agreement with MacMines Austasia Pty Ltd (MacMines), an Australian mining entity. This agreement extends the Company's deadline to complete a business combination to June 6, 2026.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Period Inception to Dec 31, 2024 |
|---|---|---|
| Net Income (Loss) | $2,547,952 | $(85,311) |
| Trust Account Balance | $90,084,477 | $86,518,878 |
| Per Share Trust Value | $10.44 | $10.03 |
| Cash (Outside Trust) | $187,778 | $533,006 |
| Working Capital Deficit | $(516,767) | Not Reported |
| Operating Expenses | $1,017,647 | $354,189 |
| Interest/Dividend Income (Trust) | $3,565,599 | $268,878 |
| Debt (Working Capital Loans) | $713,500 | $0 |
Material Changes and Developments
- Business Combination: The Company signed a merger agreement with MacMines. The transaction involves a reorganization where MacMines will acquire a mining lease application (MLA 700074) and merge with the SPAC. The deadline to close is June 6, 2026.
- Financial Performance: The Company reported a net income of $2.55 million for 2025, driven primarily by $3.57 million in interest and dividend income earned on the Trust Account, offset by $1.02 million in operating costs. This contrasts with a net loss of $85,311 in the prior period.
- Liquidity: Cash held outside the Trust Account decreased from $533,006 in 2024 to $187,778 in 2025. The Company currently has a working capital deficit of $516,767.
- Debt: The Company incurred $713,500 in working capital loans from the Sponsor during 2025 to fund operations. A subsequent agreement in February 2026 allows for an additional $500,000 loan.
Outlook, Risks, and Contingencies
- Going Concern: The independent auditor has expressed substantial doubt about the Company's ability to continue as a going concern. This is due to the requirement to complete a business combination by June 6, 2026, or liquidate. The Company relies on Sponsor loans to fund operations.
- Internal Controls: Management identified a material weakness in internal controls over financial reporting due to inadequate segregation of duties and insufficient written policies. Remediation is planned post-combination.
- Redemption Rights: Public shareholders have the right to redeem their shares for cash from the Trust Account (approx. $10.44/share) upon the completion of the business combination. The Company must maintain net tangible assets of at least $5,000,001 post-combination.
- Transaction Risks: The merger is subject to customary closing conditions. If the transaction fails to close by the deadline, the Company will liquidate, and warrants will expire worthless.
Investor Verification Checklist
- Merger Status: Verify the current status of the MacMines Business Combination and whether all closing conditions are being met.
- Liquidity Sufficiency: Confirm if the $187,778 cash balance and available Sponsor loans are sufficient to fund operations until the June 6, 2026 deadline.
- Redemption Risk: Assess the likelihood of significant shareholder redemptions, which could reduce the cash available for the transaction.
- Internal Controls: Review the specific remediation steps management is taking to address the material weakness in internal controls.
- Target Due Diligence: Investigate the financial health and asset quality of MacMines and the specific mining lease (MLA 700074) being acquired.