Pantages Capital Acquisition Corp-A 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to __________ Commission File Number 001-42425 PANTAGES CAPITAL ACQUISITION CORPORATION(Exact name of registrant as specified in its charter) 221 W 9th St, #859Wilmington, Delaware 19801(Address of principal executive offices and zip code) 302-235-3848(Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 20, 2026, there were 8,869,250 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 2,156,250of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding. Pantages Capital Acquisition Corporation TABLE OF CONTENTS PART I – FINANCIAL INFORMATION1Item 1. FINANCIAL STATEMENTS (UNAUDITED)1Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)1Statements of Operations for the Three Months ended March 31, 2026 and 2025 (Unaudited)2Statements of Changes in Shareholders’ Deficit for the Three Months ended March 31, 2026 and 2025 (Unaudited)3Statements of Cash Flows for the Three Months ended March 31, 2026 and 2025 (Unaudited)4Notes to Unaudited Financial Statements5Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS17Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK23Item 4. CONTROLS AND PROCEDURES24PART II – OTHER INFORMATION25Item 1. LEGAL PROCEEDINGS25Item 1A. RISK FACTORS25Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTEREDSECURITIES25Item 3. DEFAULTS UPON SENIOR SECURITIES26Item 4. MINE SAFETY DISCLOSURES26Item 5. OTHER INFORMATION26Item 6. EXHIBITS27SIGNATURES28 PART I – FINANCIAL INFORMATION PANTAGES CAPITAL ACQUISITION CORPORATIONSTATEMENTS OF OPERATIONS(Unaudited) PANTAGES CAPITAL ACQUISITION CORPORATIONSTATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICITFOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025(Unaudited) PANTAGES CAPITAL ACQUISITION CORPORATIONSTATEMENTS OF CASH FLOWS(Unaudited) PANTAGES CAPITAL ACQUISITION CORPORATIONNOTES TO UNAUDITED FINANCIAL STATEMENTS Note1—Organization, Business Operation and Going Concern Consideration Pantages Capital Acquisition Corporation (the “Company”, formerly known as “Aifeex Nexus Acquisition Corporation” and“Shepherd Ave Capital Acquisition Corporation”) is a blank check company incorporated in the Cayman Islands on May31, 2024 asan exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, assetacquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or morebusinesses or entities (the “initial business combination”). The Company’s efforts to identify a prospective target business will not belimited to a particular industry or geographic location. The Company has elected December31 as its fiscal year end. As of March 31, 2026, the Company had not commenced any operations. For the period from May 31, 2024 (inception) throughMarch 31, 2026, the Company’s efforts have been limited to organizational activities, activities related to the initial public offering(“IPO”, see Note3) and business combination. The Company will not generate any operating revenues until after the completion