Pantages Capital Acquisition Corporation Files Amendment No. 1 to Annual Report on Form 10-K

Key Points from the Filing

• Amendment Purpose: The Company has filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2025. The amendment was submitted to correct an inadvertent omission in the Section 302 certifications regarding internal control over financial reporting, which is required by Item 601(b)(31) of Regulation S-K.
• Scope of Amendment: This amendment only revises the certifications filed as Exhibits 31.1 and 31.2, which cover the CEO and CFO attesting to the effectiveness of the company’s disclosure controls and internal controls. No financial statements or schedules are included in this amendment, and no other changes have been made to the original filing.
• Certification Changes: Paragraph 3 of the Section 302 certifications has been intentionally omitted because no financial statements are included in the amendment, in accordance with Compliance & Disclosure Interpretation 246.13 related to Regulation S-K.
• Reporting Status: The company confirms that it has filed all required reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days.
• Shell Company Status: The registrant is identified as a shell company.
• Share Outstanding: As of March 2, 2026, there are 8,869,250 Class A ordinary shares and 2,156,250 Class B ordinary shares outstanding, both with a par value of \$0.0001 per share.
• Emerging Growth Company: The company is classified as both a “Smaller Reporting Company” and an “Emerging Growth Company” and has not elected to use the extended transition period for complying with new or revised financial accounting standards.
• Exchange Listing: The company’s securities are listed on NASDAQ under the symbols PGACU (Units), PGAC (Class A ordinary shares), and PGACR (Rights).
• No Documents Incorporated by Reference: The amendment states that no documents are incorporated by reference.
• Certification Attestation: The CEO and CFO certifications assert their responsibility for establishing and maintaining disclosure controls and procedures, evaluating their effectiveness, and disclosing any material changes or weaknesses in internal controls.
• Filing Date: The amendment was signed and filed on April 29, 2026.

Important Information for Shareholders

• Price Sensitivity: The amendment is administrative in nature and relates solely to compliance with SEC regulations regarding internal controls. There are no financial results, operational updates, or material corporate actions disclosed in this amendment.
• Potential Impact: While the amendment corrects a regulatory compliance issue, it does not reflect any financial restatements, new business developments, or events that would directly affect the company’s share price. The company remains in compliance with its reporting obligations and maintains its shell company and emerging growth company status.
• No Financial Statements Included: Investors should note that this amendment contains only revised certifications and does not provide updated financial information or schedules. The original Form 10-K remains the primary source for financial data.
• No Change to Original Filing: The amendment explicitly states that it does not modify or update any disclosures contained in the original filing. It should be read in conjunction with the original Form 10-K and subsequent SEC filings.

Other Details

• Company Details: Pantages Capital Acquisition Corporation, Commission File Number: 001-42425, City Area Code: 302, Local Phone Number: 235-3848.
• SEC Compliance: The company confirms it is not a well-known seasoned issuer, is not a voluntary filer, and has submitted all required interactive data files electronically.

Summary

This amendment is strictly procedural and regulatory, addressing an omission in previously filed certifications. There are no new financial statements, operational developments, or material corporate actions disclosed. Investors should not expect this filing to impact the company’s share price or valuation, as the amendment does not contain price-sensitive information or changes to previously reported financial results.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the original SEC filings and consult with their financial advisors before making any investment decisions. The information herein is based solely on the content of the filed amendment and does not reflect any subsequent events or developments.

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