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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 27, 2026

 

PANTAGES CAPITAL ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42425   N/A
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification Number)

 

221 W 9th St #859

Wilmington, DE 19801

(Address of principal executive offices)

 

302-235-3848

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share   PGACU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   PGAC   The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-fifth of one Class A ordinary share   PGACR   The Nasdaq Stock Market LLC

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 8.01. Other Events.

 

As previously disclosed, on September 2, 2026, Pantages Capital Acquisition Corporation (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to have at least 400 Total Holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Requirement”). The Notice also stated that no later than October 19, 2026, the Company was required to submit a plan to regain compliance with the Minimum Total Holders Requirement. On October 16, 2026, the Company submitted its plan to Nasdaq.

 

On October 27, 2026, the Company received a notice from Nasdaq, stating that based on the review of the materials submitted by the Company, Nasdaq determined to grant the Company an extension of time to regain compliance with the Minimum Total Holders Requirement. The terms of the extension are as follows: on or before March 1, 2027, the Company must file with Nasdaq documentation from its transfer agent, or independent source, that demonstrates that the Company’s Class A ordinary shares have a minimum of 400 Total Holders. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Listing Qualifications Panel.

 

Forward-Looking Statements

 

The Company makes forward-looking statements in this report. These forward-looking statements relate to expectations or forecasts for future events. These forward-looking statements are based on information available to the Company as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to regain compliance with the Minimum Total Holders Requirement and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events, or developments or otherwise.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Pantages Capital Acquisition Corporation
   
  /s/ William W. Snyder
  Name:  William W. Snyder
  Title: Chief Executive Officer
     
Date: November 5, 2026    

 

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