PGACR
PGAC amends MacMines/Horizon BCA; drops $5,000,001 NTA post-redemption closing condition
2026-04-15 · PANTAGES CAPITAL ACQUISITION
Pantages Capital Acquisition Corporation filed an 8-K for event date April 14, 2026, reporting Amendment No. 1 to its Business Combination Agreement. The exhibit is the amendment text (Exhibit 2.1); the filing is also marked for Rule 425 communications. The underlying deal was signed November 18, 2025 among Purchaser (Pantages), MacMines Austasia Pty Ltd (the Company), HORIZON MINING LIMITED (Pubco), HORIZON MERGER 1 LIMITED (Merger Sub), Horizon Mining SPV Pty Ltd (Tenement SPV), and Jincheng Yao as Seller Representative. On April 14, 2026 every party executed the amendment. Operative change is narrow: the parties deleted Section 8.1(h). That section had conditioned each party’s obligation to close on Purchaser having net tangible assets of at least $5,000,001 after giving effect to the redemption and any PIPE funded at or before closing. No other term changes are described in the 8-K body. On close-path (Pulse), removing the NTA floor eliminates a mechanical post-redemption walk-away that often binds when redemptions run hot or PIPE is thin. Cash/trust economics (V) are untouched in the text: no trust figure, redemption deadline, extension, or PIPE size is stated, and the amendment does not itself move cash out of trust or alter per-share redemption value. Listed securities remain units (PGACU), Class A ordinary shares (PGAC), and rights (PGACR). Each right is to acquire one-fifth of one Class A ordinary share. Pubco is still expected to file a Form F-4 proxy/prospectus; the 8-K does not say that registration is on file or effective. The filing does not give amended outside dates, revised equity value, minimum cash, PIPE commitments, redemption results, vote timing, or whether other closing conditions were waived or restated. Full effect is qualified to the amendment exhibit.
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