Overview

Pantages Capital Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 31, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Initial Public Offering

On December 6, 2024, the Company completed its initial public offering (IPO) of 8,625,000 units, including 1,125,000 additional units granted to the underwriters to cover over-allotments. Each unit consisted of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon the completion of the Company’s initial business combination. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $86,250,000.

Simultaneously with the IPO, the Company completed a private placement of 244,250 units with its sponsor, Aitefund Sponsor LLC, at a price of $10.00 per unit, generating gross proceeds of $2,442,500.

Business Combination with MacMines

On November 18, 2025, the Company entered into a Business Combination Agreement with MacMines Austasia Pty Ltd, an Australian company, to acquire MacMines through a merger transaction. The transaction involves a series of reorganization steps, including the transfer of certain assets from MacMines to a newly formed subsidiary, Tenement SPV, and the issuance of Pubco ordinary shares to MacMines.

After the reorganization, Merger Sub, a wholly-owned subsidiary of Pubco, will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Pubco. The outstanding securities of the Company will be converted into the right to receive Pubco ordinary shares.

Financial Performance

Since its IPO, the Company has not engaged in any operations or generated any revenue. Its activities have been limited to identifying and evaluating potential acquisition targets. The Company has incurred expenses related to its formation, IPO, and ongoing operations.

For the three months ended June 30, 2026, the Company had net income of $538,284, which consisted of $754,674 in interest and dividend income on cash and investments held in the Trust Account, partially offset by $216,390 in formation and operating costs.

For the six months ended June 30, 2026, the Company had net income of $891,691, which consisted of $1,540,983 in interest and dividend income on cash and investments held in the Trust Account, partially offset by $649,292 in formation and operating costs.

Liquidity and Capital Resources

As of June 30, 2026, the Company had $352 in cash and a working capital deficit of $1,226,059. The Company has relied on the proceeds from its IPO and private placement, as well as working capital loans from its sponsor, to fund its operations to date.

The Company believes it will need to raise additional funds to meet the expenditures required for operating its business and completing the proposed business combination with MacMines. The Company may need to obtain additional financing, either to complete the initial business combination or if it becomes obligated to redeem a significant number of its public shares upon completion of the transaction.

Outlook

The Company’s ability to complete its initial business combination with MacMines is subject to various conditions, including obtaining shareholder approval and satisfying other closing conditions. If the Company is unable to complete the transaction, it will need to identify and evaluate alternative acquisition targets and may need to further extend the deadline to complete an initial business combination.

Overall, the Company’s financial performance and liquidity position reflect the typical challenges faced by a blank check company in the pre-business combination stage. The proposed acquisition of MacMines represents a significant milestone, but the Company will need to secure additional financing to fund the transaction and its ongoing operations.