PGAC 10-K & 10-Q changes, risk factors and insider trading

References to the “Company”, “us”, “our”, or “we” refer to AifeexPantages NexusCapital Acquisition Corporation. The following discussion and analysis analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes herein.

AifeexPantages NexusCapital Acquisition Corporation (the “Company”, formerly known as “Shepherd Ave Capital Acquisition Corporation” and “Aifeex Nexus Acquisition Corporation”) is a blank check company incorporated in the Cayman Islands on May 31, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). We intend to effectuate our initial business combination using cash from the proceeds of our IPO (as defined below), Private Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

On December 6, 2024, the Company consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Public Units”), including 1,125,000 additional Units granted to the underwriters to cover over-allotments, if any (the “Over-Allotmentover-allotment Optionoption”). Public Unit consisting of one Class A ordinary share (the “Class A Ordinary Shares”) of the Company, par value $0.0001 per share (the “Public Shares”),Shares, and one right (the “Rights”) of the Company, each right entitling the holder to receive one-fifth of one Class A Ordinary Share for (the “Public Rights”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.

At the Shareholder Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s amended and restated memorandum and articles of associations (the “Previous Charter”) to change the Company’s name from “Shepherd Ave Capital Acquisition Corporation” to “Aifeex Nexus Acquisition Corporation” (the “First Name Change”).

Promptly following the approval, the Company filed a Second Amended and Restated Memorandum and Articles of Association (the “CurrentSecond Amended Charter”) with the Cayman Islands Companies Register to effect the Name Change. In connection with the First Name Change, the Company’s ticker symbols for its units, ordinary shares and rightsRights changed from “SPHAU”, “SPHA”, “SPHAR”, in each case to “AIFEU”, “AIFE”, and “AIFER”, and commenced trading under the new symbols on March 12, 2025.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 31, 2024 (inception) to December 31, 20242025 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We may generate non-operating income in the form of interest and dividend income on marketablecash securitiesand investments held in the trustTrust account.Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

For the period from May 31, 2024 (inception) through December 31, 2024, we had a net loss of $85,311, which consisted of formation and operating costs of $300,435 and stock-based compensation expense of $53,754, and was offset by the interest and dividend earned on investmentcash and investments held in trustTrust account Account of $268,878.

Following the closing of the IPO and sale of the Private Placement Units on December 6, 2024, a total of $86,250,000 was placed in the trustTrust account,Account, and we had $533,006 $941,835 of cash held outside of the trustTrust Account account,available afterfor the payment of accrued offering costs related to the IPO,IPO and available for working capital purposes. In connection with the IPO, we incurred $2,528,729 in transaction costs, consisting of $1,078,125 of underwriting fees, $862,500 of deferred underwriting fees, and $588,104 of other offering costs.

As of December 31, 2024,2025, the Company had cash of $533,006$187,778 and a working capital deficit of $500,880.$516,767.

For the period from May 31, 2024 (inception) through December 31, 2024, there was $86,923,150$140,144 of cash providedused byin financingoperating activities resulting from the proceeds net loss of $85,311, the IPOinterest and dividend earned on investments held in Trust Account of $86,250,000, the proceeds from the Private Placement of $2,442,500,$268,878, and the proceeds from a promissory note to a related partyincrease of $12,000.prepaid expenses of $112,434. The changes were partially offset by the repaymentstock-based compensation expense of the promissory note to$53,754, the sponsorformation and operating cost paid by the Sponsor of $294,976,$118,165, the paymentincrease in accounts payable and accrued expenses of the underwriters’ discount of $1,078,125,$121,039, and the paymentincrease in due to related parties of IPO offering costs of $408,249.$33,521.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and the sponsor Sponsor (together, the “insidersInsiders”) or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If the Company completes the initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trustTrust accountAccount to repay such loaned amounts but no proceeds from the trustTrust accountAccount would be used for such repayment. Up to $3,000,000 of such loans (the “Working Capital Loans”) may be convertible into Units of the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of the lender. As of December 31, 2025 and 2024, the Company had no$713,500 and $0 borrowings under the Working Capital Loans.

We do not believe we will need to raise additional funds in order to meet the expendituresexpenditure required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination in which case we may issue additional securities or incur debt in connection with such initial business combination.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’sour financial statements.

Pantages Capital Acquisition Corporation (the “Company”, formerly known as “Shepherd Ave Capital Acquisition Corporation” and “Aifeex Nexus Acquisition Corporation”) is a blank check company incorporated in the Cayman Islands on May 31, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). We intend to effectuate our initial business combination using cash from the proceeds of our IPO (as defined below),IPO, Private Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

On December 6, 2024, the Company consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Public Units”), including 1,125,000 additional Units granted to the underwriters to cover over-allotments, if any (the “over-allotment option”). Public Unit consisting of one Class A ordinary share (the “Class A Ordinary Shares”) of the Company, par value $0.0001 per share (the “Public Shares,Shares”), and one right (the “Rights”) of the Company, each right entitling the holder to receive one-fifth of one Class A Ordinary Share for (the “Public Rights”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.

Simultaneously with the closing closing of the IPO, we consummated a private placement (the “Private Placement”) with Aitefund Sponsor LLC, our sponsor (the “Sponsor”), of an aggregate of 244,250 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,442,500. Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”), and one Right (the “Private Placement Rights”). The terms and provisions of the Private Placement Shares and Private Placement Rights in the Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that, subject to certain limited exceptions, the Private Placement Shares are subject to transfer restrictions until the consummation of the Company’s initial business combination. On December 6, 2024, a total of $86,250,000 of the net proceeds from the IPO and the Private Placement was deposited in a trust account (the “Trust Account”) established for the benefit of the Company’s Public Shareholders at a U.S. based Trust Account, with Wilmington Trust, N.A., acting as trustee.

On March 11, 2025, the Company held an extraordinary general meeting (the “First Shareholder Meeting”).Meeting.

At the First Shareholder Meeting, Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s amended and restated memorandum memorandum and articles of associations (the “Previous Charter”) to change the Company’s name from “Shepherd Ave Capital Acquisition Corporation” to “Aifeex Nexus Acquisition Corporation” (the “First Name Change”).

Promptly following the approval, the Company filed a Second Amended and Restated Memorandum and Articles of Association (the “Second Amended Charter”) with the Cayman Islands Companies RegisterRegistrar to effect the First Name Change. In connection with the First Name Change, the Company’s ticker symbols for its units,Units, ordinaryClass sharesA Ordinary Shares and Rights changed from “SPHAU”, “SPHA”, “SPHAR”, in each case to “AIFEU”, “AIFE”, and “AIFER”, and commenced trading under the new symbols on March 12, 2025.

On August 6, 2025, the Company held a second extraordinary general meeting (the “Second Shareholder Meeting”).Meeting.

Promptly following the approval, the Company filed a Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”) with the Cayman Islands Companies RegisterRegistrar to effect the Second Name Change. In connection with the Second Name Change, the Company’s ticker symbols for its units, ordinary shares and Rights changed from “AIFEU”, “AIFE” “AIFER”, in each case to “PGACU”, “PGAC”, and “PGACR”, and commenced trading under the new symbols on August 8, 2025.

(x) Pubco will issue 18,000,000 Pubco ordinary shares (the “Reorganization Shares”) to MacMines in exchange for the transfer of all the issued and outstanding share capital of Tenement SPV held by MacMines to Pubco; and (y) MacMines will assign, transfer, convey and sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA. As a result of the Reorganization, Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines.

(x) the Merger Sub will merge merge with and into the Company (the “Merger”, together willwith all other transactions contemplated under the Merger Agreement, the the “MacMines Business Combination”, with the closing of the MacMines Business Combination referred as “Closing”), with the Company surviving the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the right to receive shares of Pubco as follows:

Since the Merger Agreement was executed beforeby March 6, 2026, the 15-month anniversary of the closing of the IPO, the Company’s deadline to complete its initial business combination iswas extended,initially extended to June 6, 2026, pursuant to the Current Charter, and further extended up to twelve (12) times with each extension comprised of one month, from June 6, 2026.2026 until June 6, 2027.

Pursuant to the Amendment, all parties agreed to remove, as a condition to each party’s obligation to consummate the initial business combination, the requirement that the Company hashave upon the closing of the initial business combination net tangible assets of at least $5,000,001 after giving effect to theany redemptionredemptions and any PIPE Investment investment that was funded prior to or at closing.the closing of the initial business combination.

CertainOther Related Agreements

We have neither engaged in in any operations nor generated any revenues to date. Our only activities from May 31, 2024 (inception) to MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We may generate non-operating income in the form of interest and dividend income on cash and investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

For the three months ended March 31,June 30, 2026, we had a net income of $353,407, $538,284, which consisted of interest and dividend income on cash and investments held in the Trust Account of $786,309$754,674 and was partially offset by formation and operating costs of $432,902.$216,390.

For the three months ended March 31,June 30, 2025, we had a net income of 680,854 $723,213, which consisted of interest and dividend income of $896,603 on cash and investments held in the Trust Account whichof $900,939 and was partially offset by formation and operating costs of $215,749.$177,726.

The Company’s liquidity needs up to MarchJune 31,30, 2026 had been satisfied through a payment from the Sponsor of $25,000 for the founder shares to cover certain offering costs and the proceeds from the publicIPO offeringand the Private Placement, and privateWorking placements.Capital Loans from Sponsor of $1,208,500 as of June 30, 2026.

As of MarchJune 31,30, 2026, the Company had cash of $89,063$352 and a working capital deficit of $949,669.$1,226,059.

For the threesix months ended March 31,June 30, 2026, there was $248,715$622,426 of cash used in operating activities resulting from interest and dividend earned on cash and investments held in the Trust Account of $786,309. $1,540,983. The changes were partially offset by net income of $353,407,$891,691, an increase in accounts payable and accrued expenses of $182,680,$10,235, an increase in due to related parties of $337$272 and a decrease in prepaid expenses of $1,170.$16,359.

For the threesix months ended MarchJune 31,30, 2025, there was $259,534$413,362 of cash used in operating activities resulting from interest and dividend earned on cash and investments held in the Trust Account of $896,603, an increase in prepaid expenses of $44,631, $1,797,542, and a decrease in due to related parties of $84.$31,188. The changes were partially offset by net income of $680,854$1,404,067, a decrease in prepaid expenses of $2,139, and an increase in accounts payable and accrued expenses of $930. $9,162.

For the threesix months ended March 31,June 30, 2026, there was $150,000$62,305,505 of cash provided by financinginvesting activityactivities resulting from the proceeds from athe workingsale capitalof loaninvestments fromin the Trust Account of $62,365,505. The change awas relatedpartially party.offset by an extension fee deposited into Trust Account of $60,000.

For the threesix months ended MarchJune 31,30, 2025, there were no financinginvesting activities.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and the Sponsor (together, the “Insiders”) or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If the Company completes the initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $3,000,000 of such loans (the “Working Capital Loans”) may be convertible into Units of the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of the lender. As of MarchJune 31,30, 2026 and December 31, 2025, the Company had $863,500$1,208,500 and $713,500 of borrowings under the Working Capital Loans, respectively.

We do not believe we will need to raise additional funds in order to meet the expenditure required for operating our business. However, ifIf our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination in which case we may issue additional securities or incur debt in connection with such initial business combination.

We have no obligations, assets assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The underwriters received received a cash underwriting discount of $0.125 per Public Unit, or $1,078,125 in the aggregate and paid at the closing of the IPO and fully exercised the exercising of over-allotment option infor part.1,125,000 Units. In addition, the underwriters will be entitled to a deferred fee of $0.10 per Public Unit, or approximately $862,500 in the aggregate upon the consummation of an initial business combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes its initial business combination, subject to the terms of the underwriting agreement dated December 4, 2024 by and among the Company, SPAC Advisory Partners LLC, and Kingswood Capital Partners, LLC.

The preparation of unauditedfinancial financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets assets and liabilities at the date of the unaudited financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. We did not identify any critical accounting estimates.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We’re currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited unaudited financial statements.