PANTAGES CAPITAL ACQUISITION Corp Liquidation Value

PANTAGES CAPITAL ACQUISITION CORPORATION (PGAC) is a Cayman Islands-incorporated blank check SPAC that completed its IPO on December 6, 2024, raising $86.25M gross proceeds from 8,625,000 Class A ordinary shares at $10.00/unit. This filing is a 10-K/A (Amendment No. 1) filed solely to correct an inadvertent omission in the Section 302 certifications; no financial statements are included in this amendment. All balance sheet data is sourced from the original 10-K (period ending December 31, 2025) via the prior filing body.

Under the liquidation lens, the recovery posture is structurally constrained by the SPAC trust mechanism. Total reported assets are $90.4M, of which $90.1M (99.7%) is held in a grantor trust (AssetsHeldInTrustNoncurrent) consisting of cash and money-market equivalents marked at Level 1 fair value. Under a winding-up scenario without a completed business combination, trust assets are contractually restricted for redemption of the 8,625,000 public Class A shares; founder shares and private placement shares do not participate in any liquidating distribution per the letter agreement. The trust balance at December 31, 2025 was $90.08M versus $86.52M at December 31, 2024, the $3.57M increase representing accrued interest/dividends reinvested in trust.

On the liability side, total liabilities are $1.65M. Current liabilities of $0.79M include accounts payable and accrued liabilities of $78K plus $713.5K of working capital loans drawn from the sponsor (ProceedsFromOtherDebt). Non-current liabilities consist of $862.5K deferred underwriting fee payable only upon consummation of a business combination; if no combination closes, underwriters forfeit this amount and it flows back into trust for public shareholder redemptions. The deferred underwriting fee does not survive a SPAC wind-up without a deal, so it is effectively contingent and would not appear in a true liquidation liability stack.

Permanent equity is negative at -$1.38M (accumulated deficit -$1.38M), consistent with SPAC accounting where all 8,625,000 redeemable Class A shares ($90.08M carrying value) are classified as temporary equity outside permanent equity under ASC 480. MFFAIS reports CLV/LLV/OLV of -$3.4M, reflecting that outside-trust cash ($187.8K) minus current obligations ($791.9K) and other liabilities attributable to non-trust assets produces a negative residual for non-redeemable equity holders. Public shareholders, if redeemed at trust NAV of approximately $10.44/share ($90.08M / 8,625,000), recover near par; founder and private placement shareholders recover nothing in a wind-up. A Business Combination Agreement with MacMines Austasia Pty Ltd. was signed November 18, 2025, representing a live deal path. Post-period, a Second Promissory Note of up to $500K was extended by the sponsor (February 26, 2026) for working capital, convertible into private placement units at $10.00.