# PANTAGES CAPITAL ACQUISITION Corp (PGACU) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_10e2248f316c3a8b8200 · retrieved 2026-08-11T16:13:59.316Z

## Overview
Pantages Capital Acquisition Corporation is a Cayman Islands exempted company and blank-check acquisition company formed to identify and complete a business combination with an operating company.

On November 18, 2025, Pantages Capital Acquisition Corporation (a Cayman Islands SPAC) entered into a Business Combination Agreement with MacMines Austasia Pty Ltd (the Company), Horizon Mining Limited (Pubco), and related entities. Pursuant to the agreement, Merger Sub will merge with and into Pantages, with Pantages surviving as a wholly-owned subsidiary of Pubco. Pantages shareholders will receive one Pubco Ordinary Share for each Pantages Class A Ordinary Share held (excluding redeemed shares), and Purchaser Rights will convert into Pubco Ordinary Shares based on the conversion formula in Pantages' organizational documents. The Company will receive 18,000,000 Reorganization Shares (representing the Aggregate Merger Consideration divided by $10 per share) as consideration for the business combination. The transaction is expected to close by March 31, 2026, subject to customary closing conditions including shareholder approval and regulatory approvals.

## Terms
- Counterparty: MacMines Austasia Pty Ltd (Company), Horizon Mining Limited (Pubco) · Deal value: $180.0M · Consideration: stock · Price/share: $10

## Key dates
- Announced 2026-03-06 · Expected close 2026-03-31

## Timeline
- 2026-03-06 · 425 (0001929980-26-000069): 425 - PANTAGES CAPITAL ACQUISITION Corp — *Pantages Capital Acquisition Corporation is a blank-check special purpose acquisition company formed to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination.* Pantages Capital Acquisition Corporation (NASDAQ: PGAC), a blank-check SPAC, and MacMines Austasia Pty Ltd., a geological exploration and mining company, entered into a definitive business combination agreement announced November 19, 2025. The transaction values Target at USD $180 million. Upon completion, MacMines will receive ordinary shares of Horizon Mining, and Target and Pantages will become wholly-owned subsidiaries of Horizon Mining. Existing Pantages shareholders and management will not receive any cash proceeds, and Pantages public shareholders who do not redeem will roll over 100% of their Class A ordinary shares into shares in the combined company. The transaction is subject to shareholder approval of both Pantages and MacMines, as well as Nasdaq listing approval.
  https://www.sec.gov/Archives/edgar/data/2030829/0001929980-26-000069.txt
- 2026-03-06 · 425 (0001929980-26-000070): 425 - PANTAGES CAPITAL ACQUISITION Corp — *Pantages Capital Acquisition Corporation is a Cayman Islands exempted company and blank-check acquisition company formed to identify and complete a business combination with an operating company.* On November 18, 2025, Pantages Capital Acquisition Corporation (a Cayman Islands SPAC) entered into a Business Combination Agreement with MacMines Austasia Pty Ltd (the Company), Horizon Mining Limited (Pubco), and related entities. Pursuant to the agreement, Merger Sub will merge with and into Pantages, with Pantages surviving as a wholly-owned subsidiary of Pubco. Pantages shareholders will receive one Pubco Ordinary Share for each Pantages Class A Ordinary Share held (excluding redeemed shares), and Purchaser Rights will convert into Pubco Ordinary Shares based on the conversion formula in Pantages' organizational documents. The Company will receive 18,000,000 Reorganization Shares (representing the Aggregate Merger Consideration divided by $10 per share) as consideration for the business combination. The transaction is expected to close by March 31, 2026, subject to customary closing conditions including shareholder approval and regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/2030829/0001929980-26-000070.txt

## Citations
- 0001929980-26-000069 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000192998026000069
- 0001929980-26-000070 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000192998026000070