PANTAGES CAPITAL ACQUSITION Corp

Previous wording

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aifeex Nexus Capital Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aitefund Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Current wording

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Pantages Capital Acquisition Corporation (f/k/a “Aifeex Nexus Acquisition Corporation). References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aitefund Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Previous wording

Aifeex Nexus Acquisition Corporation (the “Company”, formerly known as “Shepherd Ave Capital Acquisition Corporation”) is a blank check company incorporated in the Cayman Islands on May 31, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). We intend to effectuate our initial business combination using cash from the proceeds of our IPO (as defined below), Private Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Current wording

Pantages Capital Acquisition Corporation (the “Company”, formerly known as “Aifeex Nexus Acquisition Corporation” and “Shepherd Ave Capital Acquisition Corporation”) is a blank check company incorporated in the Cayman Islands on May 31, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). We intend to effectuate our initial business combination using cash from the proceeds of our IPO (as defined below), Private Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Previous wording

On March 11, 2025, the Company held an extraordinary general meeting (the “Shareholder Meeting”).

Current wording

On March 11, 2025, the Company held an extraordinary general meeting (the “First Shareholder Meeting”).

Previous wording

At the Shareholder Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s amended and restated memorandum and articles of associations (the “Previous Charter”) to change the Company’s name from “Shepherd Ave Capital Acquisition Corporation” to “Aifeex Nexus Acquisition Corporation” (the “Name Change”).

Current wording

At the First Shareholder Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s amended and restated memorandum and articles of associations (the “AR MAA”) to change the Company’s name from “Shepherd Ave Capital Acquisition Corporation” to “Aifeex Nexus Acquisition Corporation” (the “First Name Change”).

Previous wording

Promptly following the approval, the Company filed a Second Amended and Restated Memorandum and Articles of Association (the “Current Charter”) with the Cayman Islands Companies Register to effect the Name Change. In connection with the Name Change, the Company’s ticker symbols for its units, ordinary shares and rights changed from “SPHAU”, “SPHA”, “SPHAR”, in each case to “AIFEU”, “AIFE”, and “AIFER”, and commenced trading under the new symbols on March 12, 2025.

Current wording

Promptly following the approval, the Company filed a Second Amended and Restated Memorandum and Articles of Association (the “2 nd AR MAA”) with the Cayman Islands Companies Register to effect the First Name Change. In connection with the First Name Change, the Company’s ticker symbols for its units, ordinary shares and rights changed from “SPHAU”, “SPHA”, “SPHAR”, in each case to “AIFEU”, “AIFE”, and “AIFER”, and commenced trading under the new symbols on March 12, 2025.

Previous wording

For the three months ended March 31, 2025, we had a net income of 680,854 which consisted of interest and dividend income of $896,603 on cash and investments held in Trust Account which was offset by operating cost of $215,749.

Current wording

For the three months ended June 30, 2025, we had a net income of $723,213, which consisted of interest and dividend income on cash and investments held in trust account of $900,939 and partially offset by formation and operating costs of $177,726.

Previous wording

As of March 31, 2025, the Company had cash of $273,472 and a working capital of $285,131.

Current wording

As June 30, 2025, the Company had cash of $294,644 and a working capital of $107,405.

Previous wording

For the three months ended March 31, 2025, there was $259,534 of cash used in operating activities resulting from interest and dividend earned on cash and investments held in trust account of $896,603, the increase in prepaid expenses of $44,631, and the decrease in due to related parties. The changes were offset by net income of $680,854 and the increase in accounts payable and accrued expenses of $930.

Current wording

For the six months ended June 30, 2025, there was $413,362 of cash used in operating activities resulting from dividend earned on investments held in trust account of $1,797,542, and the decrease in due to related parties of $31,188. The changes were offset by net income of $1,404,067, the decrease in prepaid expenses of $2,139, and the increase in accounts payable and accrued expenses of $9,162.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and the sponsor (together, the “insiders”) or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If the Company completes the initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $3,000,000 of such loans (the “Working Capital Loans”) may be convertible into Units of the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of the lender. As of March 31, 2025, the Company had no borrowings under the Working Capital Loans.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and the sponsor (together, the “insiders”) or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If the Company completes the initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $3,000,000 of such loans (the “Working Capital Loans”) may be convertible into Units of the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of the lender. As of June 30, 2025 and December 31, 2024, the Company had $175,000 and $0 borrowings under the Working Capital Loans.