PANTAGES CAPITAL ACQUISITION Corp

DEF 14A 1 pgac_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

PANTAGES CAPITAL ACQUISITION CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO SHAREHOLDERS OF PANTAGES CAPITAL ACQUISITION CORPORATION

221 W 9th St #859

Wilmington, DE 19801

Dear Pantages Capital Acquisition Corporation Shareholder:

You are cordially invited to attend (in person or by proxy) the extraordinary general meeting (the “Extraordinary General Meeting”) of Pantages Capital Acquisition Corporation, a Cayman Islands exempted company (the “Pantages”, “Company”, “we”, “us” or “our”), to be held on June 3, 2026 at 1:00 p.m., Eastern time, at 44 Montgomery St, San Francisco, CA 94104 or virtually via teleconference, for which you must register in advance at: https://forms.gle/1EKKK8TaT2ZzJgAM8, 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 May 26, 2026, and is first being mailed to shareholders of the company on or about May 26, 2026.

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

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

The purpose of the Extension Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us more time, if necessary, to complete our business combination. The Current Termination Date is June 6, 2026. As previously disclosed and as discussed in more detail in the accompanying proxy statement, the Company has entered into a definitive agreement for its initial business combination with Horizon Mining SPV Pty Ltd and is in the process of seeking to consummate such business combination. However, it is possible that we will not be able to complete such a business combination by such date. Without the Extension, if we are unable to complete a business combination on or before June 6, 2026, we would be precluded from completing an initial business combination and, among other things, would be required to cease all operations and ultimately liquidate and dissolve the Company. Accordingly, our Board believes that it is advisable and in the best interest of the Company and our shareholders to obtain the Extension in case it becomes necessary to consummate our initial business combination. Notwithstanding the foregoing, we may decide to abandon the Extension Proposal at any time and for any reason prior to effectuating the Extension.

In connection with the Extension Proposal, holders of the Company’s Class A ordinary shares, par value $0.0001 per share who purchased their Class A ordinary shares as part of units sold in the Company’s IPO (such units the “Public Units” and such Ordinary Shares, the “Public Shares”, the holders thereof the “Public Shareholders”) may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the account established in connection with the IPO and into which certain amount of the net proceeds of the IPO, together with certain of the proceeds of a private placement of units (the “Private Placement”, such units the “Private Placement Units”, the Private Placement Units collectively with the Public Units the “units”) simultaneously with the closing date of the IPO, was deposited, without giving effect to interest that may be withdrawn to pay tax obligations, divided by the number of the then outstanding Public Shares, and which election we refer to as an “Election.” An Election can be made regardless of whether such Public Shareholders vote “FOR” or “AGAINST” the Extension Proposal or do not vote at all, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. The Public Shareholders may make an Election regardless of whether such Public Shareholders were holders as of the record date for the Extraordinary General Meeting. Public shareholders who do not make the Election would be entitled to have their shares automatically redeemed for cash if we do not complete our initial business combination by the Extended Date.

WE ARE NOT ASKING YOU TO VOTE ON OUR BUSINESS COMBINATION AT THIS TIME. IF THE EXTENSION AMENDMENT AND THE TRUST AGREEMENT AMENDMENT ARE IMPLEMENTED AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON THE BUSINESS COMBINATION WHEN IT IS SUBMITTED TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT A BUSINESS COMBINATION IS APPROVED AND COMPLETED (AS LONG AS YOUR ELECTION IS MADE AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE MEETING AT WHICH THE SHAREHOLDERS’ VOTE IS SOUGHT) OR THE COMPANY HAS NOT CONSUMMATED THE BUSINESS COMBINATION BY THE EXTENDED DATE.

If the Extension Proposal and the Trust Agreement Amendment Proposal are not approved, we may not be able to consummate our business combination. We urge you to vote at the Extraordinary General Meeting regarding the Extension Proposal and the Trust Agreement Amendment Proposal.

Based upon the amount in the Trust Account as of May 20, 2026 (“the Record Date”), which was approximately $91,133,252.83, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $10.57 at the time of the Extraordinary General Meeting. The closing price of the Company’s Class A ordinary shares on May 20, 2026 was $10.53. Accordingly, if the market price were to remain the same until the date of the meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.04 less than if the shareholder sold such shares in the open market. However, the actual market price on the redemption date may be higher or lower than the per share pro rata portion of the Trust Account on such date. Additionally, the Company cannot assure shareholders that they will be able to sell their Class A ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON JUNE 1, 2026, TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING, YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO WILMINGTON TRUST, N.A. OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.

The Company may enter into agreements with one or more shareholders pursuant to which such shareholders will agree not to redeem all or a portion of their Public Shares in connection with the Extension Proposal.

Subject to applicable securities laws (including with respect to material nonpublic information), the Company or the Sponsor or any of its affiliates may (i) purchase Public Shares from institutional and other investors (including those who elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements. In the event that the Sponsor or any of its affiliates purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.57 per share, based on the amounts held in the Trust Account as of May 20, 2026); (b) would represent in writing that such Public Shares will not be voted in favor of approving the Extension Proposal; and (c) would waive in writing any redemption rights with respect to the Public Shares so purchased.

To the extent any such purchases by the Sponsor or any of its affiliates are made in situations in which the tender offer rules restrictions on purchases apply, we will disclose in a Current Report on Form 8-K prior to the Extraordinary General Meeting the following: (i) the number of Public Shares purchased outside of the redemption offer, along with the purchase price(s) for such Public Shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension Proposal will be approved; (iv) the identities of the shareholders who sold to the Sponsor or any of its affiliates (if not purchased on the open market) or the nature of the shareholders (e.g., 5% shareholders) who sold such Public Shares; and (v) the number of Public Shares for which the Company has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of approving the Extension Proposal or otherwise limiting the number of Public Shares electing to redeem. If such transactions are effected, the consequence could be to cause the Extension Proposal to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension Proposal at the Extraordinary General Meeting and could decrease the chances that the Extension Proposal would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the listing or trading of our securities on a national securities exchange.

If the Extension Proposal and the Trust Agreement Amendment Proposal are not approved and we do not consummate a business combination by June 6, 2026, as contemplated by our IPO prospectus and in accordance with the Existing Charter, we will (i) cease all operations except for the purpose of winding up, (ii) 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our rights, each of which will automatically convert into one fifth of our Class A ordinary share upon consummation of a business combination (“rights”), which rights will expire worthless in the event of our winding up. In the event of a liquidation, Aitefund Sponsor LLCb (the “Sponsors”), officers, directors and our other initial shareholders have agreed that they will not receive any monies held in the Trust Account as a result of their ownership of shares issued to them prior to the IPO (the “Founder Shares” and, together with the Public Shares, the “ordinary shares” or “shares”) or the Ordinary Shares included in the Private Units (the “Private Shares”).

The Proposed Business Combination

On November 18, 2025, the Company entered into a Business Combination Agreement (as amended by Amendment No. 1 to the Business Combination Agreement, dated April 14, 2026, the “Merger Agreement”) by and among (i) the Company, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited by shares (“MacMines”), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (“Pubco”), (iv) HORIZON MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), (v) Horizon Mining SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly-owned subsidiary of MacMines (“Tenement SPV”), and (vi) Jincheng Yao, an individual, as seller representative (the “Seller Representative”).

Pursuant to the Merger Agreement, prior to the closing of the transactions contemplated thereby, MacMines and its affiliates will consummate a series of reorganization transactions, including (i) the sale by MacMines of all of the issued share capital of Tenement SPV to Pubco in exchange for 18,000,000 Pubco ordinary shares, and (ii) the transfer by MacMines to Tenement SPV of certain assets, including the application for Mining Lease 700074 in Queensland, Australia (collectively, the “Reorganization”). As a result of the Reorganization, Tenement SPV will become a wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines.

Following the consummation of the Reorganization and upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Pubco. Upon the effective time of the Merger (the “Effective Time”), each issued and outstanding unit of the Company will be automatically separated into its component securities, and (i) each issued and outstanding Class A ordinary share and Class B ordinary share of the Company (other than shares that are redeemed in connection with the transactions) will be cancelled and converted into the right to receive one Pubco ordinary share, and (ii) each issued and outstanding right of the Company will be converted into the number of Pubco ordinary shares that would have been received by the holder thereof upon the consummation of an initial business combination in accordance with the Company’s IPO prospectus, Current Charter and Rights Agreement.

On April 14, 2026, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement, pursuant to which the parties agreed to remove Section 8.1(h) of the Merger Agreement, which had required, as a condition to each party’s obligation to consummate the transactions, that the Company have net tangible assets of at least $5,000,001 after giving effect to Redemptions and any PIPE investment funded prior to or at the closing.

Consideration and Structure

Pursuant to the Merger Agreement, prior to the Closing, MacMines and its affiliates shall consummate a series of reorganization transactions, including: (i) MacMines and Pubco will enter into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue of Pubco ordinary shares to MacMines (the “Share Sale Agreement”), and (ii) MacMines and Tenement SPV will enter into an Asset Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease 700074 as lodged with the Queensland Government, Australia, on or about November 16, 2022 (the “MLA”) and documents and information relating exclusively and specifically to the MLA (the “Asset Sale Agreement”) (together with all other agreements, deeds, instruments or documents as may be necessary or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated by those agreements, the “Reorganization Documents”) to implement and effect the transactions contemplated therein in a form reasonably agreed between the parties to the Merger Agreement.

Upon the terms and subject to satisfaction of the conditions set forth in the Reorganization Documents, the following transactions (collectively, the “Reorganization”) shall take place at a date and time agreed by the parties thereto:

(x) Pubco will issue 18,000,000 Pubco ordinary shares (the “Reorganization Shares”) to MacMines in exchange for the transfer of all the issued and outstanding share capital of Tenement SPV held by MacMines to Pubco; and

(y) MacMines will assign, transfer, convey and sell to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA. As a result of the Reorganization, Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines.

After the consummation of the Reorganization and upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time agreed by the parties to the Merger Agreement (the “Closing Date”):

(x) Merger Sub will merge with and into the Company (the “Merger,” together with all other transactions contemplated under the Merger Agreement, the “Proposed Business Combination,” with the closing of the Proposed Business Combination referred to as the “Closing”), with the Company surviving the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the right to receive shares of Pubco as follows:

(y) all issued and outstanding Reorganization Shares shall be automatically reclassified into Pubco ordinary shares.

No fractional shares of Pubco ordinary shares will be issued by Pubco; instead, each person who would otherwise be entitled to a fractional share shall instead be entitled to the number of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share.

The foregoing Merger and conversion of securities shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of applicable Law.

The approval of the Extension Proposal requires a special resolution under the Existing Charter, being a resolution passed by at least two-thirds of the votes cast by holders of issued and outstanding Ordinary Shares who, being present in person (including virtually) or by proxy, and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Class A ordinary shares and Class B ordinary shares are together referred to as the “Ordinary Shares”.

Approval of the Trust Agreement Amendment Proposal requires a special resolution.

Approval of the Adjournment Proposal requires an ordinary resolution under the Existing Charter, being a resolution passed by a simple majority of the votes cast by holders of issued and outstanding Ordinary Shares who, being present in person (including virtually) or by proxy, and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The Board has fixed the close of business on the Record Date, May 20, 2026, as the date for determining shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of Public Shares may elect to redeem all or a portion of their shares in connection with the Extraordinary General Meeting.

The Company believes that given its expenditure of time, effort and money on finding the target for the Proposed Business Combination, it is in the best interests of the Company and its shareholders that the Company obtain the Extension. The Company believes the Proposed Business Combination will provide significant benefits to its shareholders.

After careful consideration of all relevant factors, the Board has determined that the Extension Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of the Company and its shareholders.

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

The Company’s directors and officers have interests in the Extension Proposal and the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of founder shares, Private Placement Units and securities underlying the Private Placement Units. See the section entitled*“*Extraordinary General Meeting of Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Pantages urges you to read this material carefully and vote your 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.gle/1EKKK8TaT2ZzJgAM8.

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 (but not broker non-votes) 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.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. 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.

By Order of the Board of Directors of Pantages Capital Acquisition Corporation,

/s/ William W. Snyder

William W. Snyder, Chairman and CEO May 26, 2026

This proxy statement is dated May 26, 2026 and is first being mailed to our shareholders with the form of proxy on or about May 26, 2026.

Your vote is very important**. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval of the Extension Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The approval of the Trust Agreement Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.**

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF PANTAGES CAPITAL ACQUISITION CORPORATION

TO BE HELD ON JUNE 3 RD, 202****6

To the Shareholders of Pantages Capital Acquisition Corporation:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of Pantages Capital Acquisition Corporation, a Cayman Islands exempted company (the*“Company*,” “Pantages,” “we,” “us” or “our”), will be held on June 3, 2026, at 44 Montgomery St, San Francisco, CA 94104 and virtually via teleconference, for which you must register in advance at: https://forms.gle/1EKKK8TaT2ZzJgAM8, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

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

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.

The approval of the Extension Proposal requires a special resolution under the Existing Charter, being a resolution passed by at least two-thirds of the votes cast by holders of issued and outstanding Ordinary Shares who, being present in person (including virtually) or by proxy, and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Class A ordinary shares and Class B ordinary shares are together referred to as the “Ordinary Shares”.

Approval of the Trust Agreement Amendment Proposal requires a special resolution.

Approval of the Adjournment Proposal requires an ordinary resolution under the Existing Charter, being a resolution passed by a simple majority of the votes cast by holders of issued and outstanding Ordinary Shares who, being present in person (including virtually) or by proxy, and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Only shareholders of record of the company as of the close of business on May 20, 2026 (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. The Class B Share are referred to herein as the “Founder Shares.”

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.

This proxy statement is dated May 26, 2026 and is first being mailed to shareholders on or about that date. By Order of the Board of Directors of Pantages Capital Acquisition Corporation

/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 JUNE 3, 2026

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”), and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available atwww.sec.gov.

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