AIFEEX NEXUS ACQUISITION CORP.

DEF 14A 1 ea0248297-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Articles)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

221 W 9 th St #859

Wilmington, DE 19801

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

AIFEEX NEXUS ACQUISITION CORPORATION

Dear Shareholders of Aifeex Nexus Acquisition Corporation:

You are cordially invited to attend (in person or by proxy) the extraordinary general meeting (the “Extraordinary General Meeting” or “meeting”) of Aifeex Nexus Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we”, “us” or “our”), to be held on August 5, 2025 at 11:00 a.m., Eastern time, at 44 Montgomery St, San Francisco, CA 94104 and virtually via teleconference, for which you must register in advance at: https://forms.office.com/r/8zPju SP3tR, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Shareholders are encouraged to attend the meeting via the Internet and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person Extraordinary General Meeting. The accompanying proxy statement is dated July 17, 2025, and is first being mailed to shareholders of the Company on or about July 17, 2025.

Even if you are planning on attending the Extraordinary General Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy. It is strongly recommended that you complete and return your proxy card not less than 48 hours before the time for holding the Extraordinary General Meeting to ensure that your shares will be represented at the Extraordinary General Meeting. Instructions on how to vote your shares are in the accompanying proxy statement and the other proxy materials you received for the Extraordinary General Meeting.

The Extraordinary General Meeting is being held to consider and vote upon the following proposals:

• Proposal No. 1 — The Name Change Proposal — to approve, as special resolutions, (a) the change of the Company’s name from “Aifeex Nexus Capital Acquisition Corporation” to “Pantages Capital Acquisition Corporation” (the “Name Change”) and, (b) promptly following the approval of the Name Change, the Company’s Second Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “M&A”) be amended and restated by their deletion in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the accompanying proxy statement to reflect the Name Change (the “Name Change Proposal”).

• Proposal No. 2 — The Adjournment Proposal — to approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Name Change Proposal (the “Adjournment Proposal”), which will be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Name Change Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.

Each of the proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Name Change Proposal is to enable the Company to change its name from “Aifeex Nexus Acquisition Corporation” to “Pantages Capital Acquisition Corporation.”

The Company proposes to effect the name change to avoid misidentification or confusion of the Company’s corporate profile with unaffiliated third parties. As previously disclosed in a Current Report on Form 8-K on April 14, 2025, the Company issued a statement on that date warning investors against unauthorized use of its name by parties unaffiliated with the Company. Other than the name change, there is no change to our business, including

without limitation, our insider and management, business strategy and acquisition criteria and effecting a business combination. In addition, the sponsor has agreed to loan the expenses in connection with the name change, as a result of which we do not expect any impact on the use of our current working capital.

If the Name Change Proposal is approved, the Company will submit a request to the Nasdaq Capital Market LLC to apply to change its ticker symbols for the Units, Class A ordinary shares and rights listed on the Nasdaq Global Market, from “AIFEU”, “AIFE” and “AIFER”, in each case, to “PGACU”, “PGAC” and “PGACR”.

The purpose of the Adjournment Proposal is to allow the chairperson of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve, or otherwise in connection with, the Name Change Proposal.

Approval of the Name Change Proposal requires special resolutions under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the issued and outstanding ordinary shares, which include the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares), and the Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”), who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.

The board has fixed the close of business on July 15, 2025, as the record date for the Extraordinary General Meeting (the “Record Date”). Only shareholders of the Record Date are entitled to notice of and to vote at the Extraordinary General Meeting or any adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You are not being asked to vote on an initial business combination at this time. If the Name Change Proposal is implemented, you will retain the right to vote on an initial business combination if and when such transaction is submitted to shareholders and the right to redeem your public shares for cash from the trust account in the event a proposed initial business combination is approved and completed or the Company has not consummated an initial business combination by March 6, 2026 (or June 6, 2026, if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by March 6, 2026, as described in more detail in this prospectus) (the “Outside Date”). If an initial business combination is not consummated by the Outside Date, the Company will redeem its public shares.

All of our shareholders are cordially invited to attend, vote, and submit your questions during the Extraordinary General Meeting at 44 Montgomery St, San Francisco, CA 94104 and virtually via teleconference, for which you must register in advance at: https://forms.office.com/r/8zPjuSP3tR.

To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return your proxy card as soon as possible and not less than 48 hours before the time for holding the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the Extraordinary General Meeting.

A shareholder’s failure to vote in person or by proxy will not be counted towards the number of ordinary shares required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe that the Name Change Proposal is a “non-discretionary” matter, and therefore, there will not be any broker non-votes (as defined below) at the Extraordinary General Meeting.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible and not less than 48 hours before the time for holding the Extraordinary General Meeting. You are requested to carefully read the proxy statement and accompanying Notice of Extraordinary General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting.

If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.

On behalf of the Board of Directors (the “Board”), we would like to thank you for your support of Aifeex Nexus Acquisition Corporation.

July 17, 2025

By Order of the Board,

/s/ William W. Snyder

William W. Snyder, Chairman and CEO

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

This proxy statement is dated July 17, 2025 and is first being mailed to our shareholders with the form of proxy on or about July 17, 2025.

IMPORTANT

Whether or not you expect to attend the Extraordinary General Meeting, you are respectfully requested by the Board of the Company to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting.

221 W 9 th St #859

Wilmington, DE 19801

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON AUGUST 5, 2025

Dear Shareholders of Aifeex Nexus Acquisition Corporation:

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (the “Extraordinary General Meeting” or “meeting”) of Aifeex Nexus Acquisition Corporation, a Cayman Islands exempted company (the “Company”, “we”, “us” or “our”), will be held on August 5, 2025, at 44 Montgomery St, San Francisco, CA 94104 and virtually via teleconference, for which you must register in advance at: https://forms.office.com/r/8zPjuSP3tR, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Shareholders of July 15, 2025 (the “Record Date”) are encouraged to attend the meeting via the Internet and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person Extraordinary General Meeting.

The Extraordinary General Meeting will be held to consider and vote upon the following proposals:

• Proposal No. 1 — The Name Change Proposal — to approve, as special resolutions, (a) the change of the Company’s name from “Aifeex Nexus Capital Acquisition Corporation” to “Pantages Capital Acquisition Corporation” (the “Name Change”) and, (b) promptly following the approval of the Name Change, the Company’s Second Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “M&A”) be amended and restated by their deletion in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the accompanying proxy statement to reflect the Name Change (the “Name Change Proposal”).

• Proposal No. 2 — The Adjournment Proposal — to approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Name Change Proposal (the “Adjournment Proposal”), which will be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Name Change Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.

The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.

Approval of the Name Change Proposal requires special resolutions under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the issued and outstanding ordinary shares, which include Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and the Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”), who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The Company proposes to effect the name change to avoid misidentification or confusion of the Company’s corporate profile with unaffiliated third parties. As previously disclosed in a Current Report on Form 8-K on April 14, 2025, the Company issued a statement on that date warning investors against unauthorized use of its name by parties unaffiliated with the Company. Other than the name change, there is no change to our business, including

without limitation, our insider and management, business strategy and acquisition criteria and effecting a business combination. In addition, the sponsor has agreed to loan the expenses in connection with the name change, as a result of which we do not expect any impact on the use of our current working capital.

If the Name Change Proposal is approved, the Company will submit a request to the Nasdaq Capital Market LLC to apply to change its ticker symbols for the Units, Class A ordinary shares and rights listed on the Nasdaq Global Market, from “AIFEU”, “AIFE” and “AIFER”, in each case, to “PGACU”, “PGAC” and “PGACR”.

Only shareholders of record of the Company as of the close of business on July 15, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment thereof. Each ordinary share entitles the holder thereof to one vote. On the Record Date, there were 11,025,500 ordinary shares issued and outstanding, including (i) 8,869,250 Class A ordinary shares and (ii) 2,156,250 Class B ordinary shares. The company’s rights do not have voting rights in connection with the proposals.

YOUR VOTE IS IMPORTANT. Proxy voting permits shareholders unable to attend the Extraordinary General Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the board. You can change your voting instructions or revoke your proxy at any time prior to the Extraordinary General Meeting by following the instructions included in this proxy statement and on the proxy card.

It is strongly recommended that you complete and return your proxy card not less than 48 hours before the time for holding the Extraordinary General Meeting to ensure that your shares will be represented at the Extraordinary General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.

July 17, 2025

By Order of the Board,

/s/ William W. Snyder

William W. Snyder, Chairman and CEO

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON AUGUST 5, 2025

This Notice of Extraordinary General Meeting and Proxy Statement, our final prospectus, as filed with the Securities and Exchange Commission (the “SEC”, File No. 333-280986) on December 5, 2024 (our “IPO Prospectus”), are available atwww.sec.gov.