PANTAGES CAPITAL ACQUISITION Corp 8-K

What Happened

• Pantages Capital Acquisition Corporation (the "Purchaser") filed an 8-K on April 15, 2026 reporting Amendment No. 1 (effective April 14, 2026) to the Business Combination Agreement originally signed November 18, 2025.
• The amendment removes Section 8.1(h) of the Merger Agreement, which had required the Purchaser to have at least $5,000,001 of net tangible assets after giving effect to shareholder redemptions and any PIPE investments funded at or before closing.
• The Merger Agreement involves the Purchaser and MacMines Austasia Pty Ltd (the target Company), Pubco (Horizon Mining Limited), Merger Sub, Tenement SPV, and the Seller Representative.

Key Details

• Amendment date: April 14, 2026 (reported in 8-K filed April 15, 2026).
• Original Merger Agreement date: November 18, 2025.
• Removed closing condition: Purchaser must have net tangible assets ≥ $5,000,001 after redemptions and any funded PIPE.
• The parties plan to file a Form F-4 (registration statement/proxy) and will mail a definitive proxy statement/prospectus to Purchaser shareholders when the registration statement is declared effective.

Why It Matters

• Removing the $5,000,001 net tangible asset requirement eliminates a specific financial condition that could have prevented the merger from closing if Purchaser’s cash/net tangible assets fell below that threshold after redemptions and PIPE funding.
• For retail investors, this change may make it easier for the proposed business combination to close even if post-redemption cash or tangible assets are lower than previously required; shareholders should review the forthcoming Form F-4 and proxy/prospectus for full terms, risks, and vote information before deciding how to vote or whether to invest.