PANTAGES CAPITAL ACQUISITION Corp 8-K, filed Jun 10, 2026
PANTAGES CAPITAL ACQUISITION Corp (PGAC)
About this 8-K
PANTAGES CAPITAL ACQUISITION Corp filed this 8-K on June 10, 2026, reporting on events of June 3, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification Number) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| and one Right to acquire one-fifth of one Class A ordinary share | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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.
Item 1.01. Entry into a Material Definitive Agreement.
Amendment of Trust Agreement
On December 6, 2024, Pantages Capital Acquisition Corporation (the “Company”) consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated December 4, 2024 (the “Trust Agreement”), by and between the Company and Wilmington Trust, N.A., as trustee (the “Trustee”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-280986) for the Offering.
On June 3, 2026, at the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), the Company’s shareholders approved a proposal to amend the Trust Agreement to allow the Company to extend the date by which it must consummate an initial business combination up to twelve (12) times, with each extension comprised of one month, from June 6, 2026 until June 6, 2027, by depositing into the trust account an amount equal to $0.033 per public share remaining outstanding after redemptions, up to $60,000 per one-month extension.
The foregoing summary of the amendment to the Trust Agreement is qualified in its entirety by reference to the full text of Amendment No. 1 to the Investment Management Trust Agreement by and between the Company and the Trustee, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On June 3, 2026, the Company’s shareholders approved, by special resolution, an amendment to the Company’s Third Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination from June 6, 2026 to June 6, 2027, on a month-to-month basis, for up to twelve (12) months. A copy of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2026, Pantages Capital Acquisition Corporation (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) for purposes of voting on the proposals described below, including (i) the Extension Amendment Proposal, (ii) the Trust Agreement Amendment Proposal and (iii) the Adjournment Proposal.
On May 20, 2026, the record date for the Extraordinary General Meeting (the “Record Date”), there were 11,025,500 ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”) issued and outstanding, consisting of (i) 8,869,250 Class A ordinary shares and (ii) 2,156,250 Class B ordinary shares. At the Extraordinary General Meeting, proxies had been received representing 9,563,965 Ordinary Shares, or approximately 86.74% of the issued and outstanding Ordinary Shares as of the Record Date. The Ordinary Shares present at the Extraordinary General Meeting or represented by proxies filed at or before the Extraordinary General Meeting represented at least one-third of the total Ordinary Shares outstanding as of the Record Date and constituted a quorum for the transaction of business.
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Extraordinary General Meeting.
1
Extension Amendment Proposal
To consider and vote upon a proposal, by special resolution, to amend the Company’s Third Amended and Restated Memorandum and Articles of Association by adopting an amendment thereto to extend the date by which the Company must consummate a business combination from June 6, 2026 (the “Termination Date”) to June 6, 2027, on a month-to-month basis, for up to twelve (12) months after the Termination Date, assuming a business combination has not occurred.
The Extension Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 6,715,557 | 2,848,388 | 20 | 0 | |||||||||||
Trust Agreement Amendment Proposal
To consider and vote upon a proposal, by special resolution, to amend the Company’s Investment Management Trust Agreement, dated as of December 4, 2024, by and between the Company and Wilmington Trust, N.A., to allow the Company to extend the date by which it must consummate an initial business combination up to twelve (12) times, with each extension comprised of one month, from June 6, 2026 until June 6, 2027, by depositing into the trust account an amount equal to $0.033 per public share remaining outstanding after redemptions, up to $60,000 per one-month extension.
The Trust Agreement Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 6,715,557 | 2,848,388 | 20 | 0 | |||||||||||
The Adjournment Proposal
To consider and vote upon a proposal, by ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient.
The Adjournment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 7,600,782 | 1,963,163 | 20 | 0 | |||||||||||
Since there were sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the Adjournment Proposal was rendered moot and was not presented at the Extraordinary General Meeting.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibits | |
| 3.1 | Form of Amendment to the Third Amended and Restated Memorandum and Articles of Association | |
| 10.1 | Form of Amendment No. 1 to Investment Management Trust Agreement dated December 4, 2024, by and between the Company and Wilmington Trust, N.A.. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Pantages Capital Acquisition Corporation | ||
| /s/ William W. Snyder | ||
| Name: | William W. Snyder | |
| Title: | Chief Executive Officer | |
| Date: June 9, 2026 | ||
3
Exhibit 3.1
PROPOSED AMENDMENTS TO THE THIRD AMENDED AND
RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF
PANTAGES CAPITAL ACQUISITION CORPORATION
The Extension Proposal
“RESOLVED, as a special resolution, THAT:
The text of Articles 49.7 of the Third Amended and Restated Memorandum and Articles of Association of the Company be deleted in its entirety and replaced by the following:
In the event that the Company does not consummate a Business Combination within 15 months from the consummation of the IPO (or up to 18 months if such date is extended as described in the prospectus relating to the IPO), the Company may extend the period of time to consummate a Business Combination up to twelve (12) times, each by an additional one (1) month, for a total of up to twelve (12) months from June 6, 2026 to June 6, 2027 (for a total of up to thirty (30) months after the consummation of the IPO) to complete a Business Combination. In the event that the Company does not consummate a Business Combination by June 6, 2027 (subject in the latter case to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall:
| (a) | cease all operations except for the purpose of winding up; |
| (b) | 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 the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. |
Exhibit 10.1
PROPOSED AMENDMENT No. 1
TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of June 9, 2026, to the Investment Management Trust Agreement is made by and between Pantages Capital Acquisition Corporation (the “Company”) and Wilmington Trust, N.A., as trustee (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated December 6, 2024 (the “Original Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account (as defined Original Trust Agreement) under the circumstances described therein; and
WHEREAS, at an extraordinary general meeting of the Company held on June 3, 2026 (the “Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s Third Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination up to twelve (12) times from June 6, 2026 (the “Termination Date”) to June 6, 2027, each by an additional one (1) month (each an “Extension”) for a total of twelve (12) months after the Termination Date (i.e., for a total of up to thirty (30) months after the consummation of its initial public offering (the “IPO”)), assuming a business combination has not occurred; and (ii) a proposal to amend the Original Trust Agreement to permit the Company to extend the Termination Date up to twelve (12) times for an additional one (1) month each time from June 6, 2026 to June 6, 2027 by depositing into the Trust Account an amount equal to $0.033 multiplied by the number of Class A ordinary shares sold to the public in the Company’s IPO and that remain outstanding after giving effect to the shares that are redeemed in connection with the vote on the Extension Proposal for each one-month extended, up to $60,000 per one-month extension.
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) 18 months after the closing of the Offering, (2) such a later date that the Company may extend from 18 months after the closing of the Offering up to twelve (12) times, each by an additional one (1) month, for a total of up to twelve (12) months from June 6, 2026 to June 6, 2027 (for a total of up to thirty (30) months after the consummation of the IPO) by depositing into the Trust Account an amount equal to $60,000, and (3) such a later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of associations (the “Memorandum and Articles”); provided, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date; provided, further, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;
2. All other provisions of the Original Trust Agreement shall remain unaffected by the terms hereof.
3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Original Trust Agreement as required by Section 6(c) of the Original Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Original Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
| COMPANY: | |||
| Pantages Capital Acquisition Corporation | |||
| By: | |||
| Name: | William W. Snyder | ||
| Title: | CEO | ||
| TRUSTEE: | ||
| Wilmington Trust, National Association, | ||
| as Trustee | ||
| By: | ||
| Name: | ||
| Title: | ||