Pantages SPAC to merge with MacMines Austasia, forming Horizon Mining Ltd

PANTAGES CAPITAL ACQUISITION Corp

SPAC Pantages (PGAC) signs definitive merger agreement with MacMines Austasia; each PGAC Class A share converts to one Pubco share.
Closing subject to shareholder and regulatory approvals, no Material Adverse Effect, and outside date of March 31, 2026.
50% of Pubco shares held by MacMines Austasia locked up for 6 months or until $12.50 share price trigger for 20 of 30 trading days.
Sponsor and seller support agreements secured; Sponsor agrees to vote in favor of the transaction.
No valuation or purchase price disclosed; Pubco to file F-4 registration statement with SEC.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PANTAGES CAPITAL ACQUISITION Corp entered into Merger Agreement with MacMines Austasia Pty Ltd, HORIZON MINING LIMITED, HORIZON MERGER 1 LIMITED, Horizon Mining SPV Pty Ltd, Jincheng Yao (effective 2025-11-18).

Action: entry
Agreement: merger
Counterparty: MacMines Austasia Pty Ltd, HORIZON MINING LIMITED, HORIZON MERGER 1 LIMITED, Horizon Mining SPV Pty Ltd, Jincheng Yao
Effective: 2025-11-18

Exact text from the filing

On November 18, 2025, Pantages Capital Acquisition Corporation, a Cayman Islands exempted company (“ Purchaser ”) entered into a Business Combination Agreement by and among (i) Purchaser, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited by shares (the “ Company ”), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (“ Pubco ”), (iv) HORIZON MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“ Merger Sub ”); (v) Horizon Mining SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of the Company (“ Tenement SPV ”); and (vi) Jincheng Yao, an individual (“ Seller Representative ”) (the “ Merger Agreement ”).

View on SEC.gov

800 material agreements filed in the last 30 days. Browse all material agreements →

PANTAGES CAPITAL ACQUISITION Corp filing history →

Source: SEC EDGAR

accession 0001929980-25-000738

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.