PANTAGES CAPITAL ACQUISITION Corp 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ 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) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 221 W 9th St, #859 Wilmington , Delaware 19801 (Address of principal executive offices and zip code) 302 - 235-3848 (Registrant’s telephone number, including area code) Aifeex Nexus Acquisition Corporation (Former name, former address and former fiscal year, if changed since last report) 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the 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 smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ 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 August 13, 2025, there were 8,869,250 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 2,156,250 of 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 INFORMATION 1 Item 1. FINANCIAL STATEMENTS (UNAUDITED) 1 Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited) 1 Statements of Operations for the Three and Six Months ended June 30, 2025 and for the Period from May 31 (Inception) through June 30, 2024 (Unaudited) 2 Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months ended June 30, 2025 and for the Period from May 31 (Inception) through June 30, 2024 (Unaudited) 3 Statements of Cash Flows for the Six Months ended June 30, 2025 and for the Period from May 31 (Inception) through June 30, 2024 (Unaudited) 4 Notes to Unaudited Financial Statements 5 Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 20 Item 4. CONTROLS AND PROCEDURES 21 PART II – OTHER INFORMATION 22 Item 1. LEGAL PROCEEDINGS 22 Item 1A. RISK FACTORS 22 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES 22 Item 3. DEFAULTS UPON SENIOR SECURITIES 22 Item 4. MINE SAFETY DISCLOSURES 22 Item 5. OTHER INFORMATION 22 Item 6. EXHIBITS 23 SIGNATURES 24 i PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PANTAGES CAPITAL ACQUISITION CORPORATION (FORMERLY KNOWN AS AIFEEX NEXUS ACQUISITION CORPORATION) BALANCE SHEETS (Unaudited) June 30, December 31, 2025 2024 Assets Current Assets Cash $ 294,644 $ 533,006 Prepaid expenses 120,295 122,434 Total Current Assets 414,939 655,440 Cash and Investments held in Trust Account 88,316,420 86,518,878 Total Assets $ 88,731,359 $ 87,174,318 Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 130,201 $ 121,039 Due to related parties 2,333 33,521 Working capital loan - related party 175,000 - Total Current Liabilities 307,534 154,560 Deferred underwriting commission payable 862,500 862,500 Total Liabilities 1,170,034 1,017,060 Commitments and Contingencies Class A ordinary shares subject to possible redemption, 8,625,000 shares at conversion value of $ 10.24 and $ 10.03 per share as of June 30, 2025 and December 31, 2024, respectively 88,316,420 86,518,878 Shareholders’ Deficit: Preference shares, $ 0.0001 par value, 5,000,000 shares authorized, none issued and outstanding - - Class A ordinary shares, $ 0.0001 par value, 445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) 24 24 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and outstanding 216 216 Additional paid-in capital - - Accumulated deficit ( 755,335 ) ( 361,860 ) Total Shareholders’ Deficit ( 755,095 ) ( 361,620 ) Total Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholder’s Deficit $ 88,731,359 $ 87,174,318 The accompanying notes are an integral part of these unaudited financial statements. 1 PANTAGES CAPITAL ACQUISITION CORPORATION (FORMERLY KNOWN AS AIFEEX NEXUS ACQUISITION CORPORATION) STATEMENTS OF OPERATIONS (Unaudited) For The Period From For The For The May 31, 2024 Three Months Ended Six Months Ended (Inception) Through June 30, 2025 June 30, 2025 June 30, 2024 Formation and operating costs $ 177,726 $ 393,475 $ 17,320 Loss from operations ( 177,726 ) ( 393,475 ) ( 17,320 ) Other income Interest and dividend income on cash and investments held in Trust Account 900,939 1,797,542 - Net income (Loss) $ 723,213 $ 1,404,067 $ ( 17,320 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,625,000 8,625,000 - Basic and diluted income per share, Class A ordinary shares subject to possible redemption $ 0.07 $ 0.13 $ - Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 2,400,500 2,400,500 1,875,000 (1)(2) Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares $ 0.07 $ 0.13 $ ( 0.01 ) (1) This number excludes an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 6, 2024, the underwriters fully exercised the over-allotment option for an additional 1,125,000 Units, reducing the Class B ordinary shares subject to forfeiture to 0 (see Note 5). (2) Gives retroactive effect to additional 431,250 shares issue to the Sponsor at par value on July 5, 2024. The accompanying notes are an integral part of these unaudited financial statements. 2 PANTAGES CAPITAL ACQUISITION CORPORATION (FORMERLY KNOWN AS AIFEEX NEXUS ACQUISITION CORPORATION) STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND FOR THE PERIOD FROM MAY 31, 2024 (INCEPTION) THROUGH JUNE 30, 2024 (Unaudited) Ordinary Shares Additional Total Class A Class B Paid-in Contribution Accumulated Shareholders’ Shares Amount Shares Amount Capital Receivable Deficit Deficit Balance as of December 31, 2024 244,250 $ 24 2,156,250 $ 216 $ - $ - $ ( 361,860 ) $ ( 361,620 ) Remeasurement of carrying value to redemption value - - - - - - ( 896,603 ) ( 896,603 ) Net income - - - - - - 680,854 680,854 Balance as of March 31, 2025 244,250 24 2,156,250 216 - - ( 577,609 ) ( 577,369 ) Remeasurement of carrying value to redemption value - - - - - - ( 900,939 ) ( 900,939 ) Net income - - - - - - 723,213 723,213 Balance as of June 30, 2025 244,250 $ 24 2,156,250 $ 216 $ - $ - $ ( 755,335 ) $ ( 755,095 ) Ordinary Shares Additional Total Class A Class B Paid-in Contribution Accumulated Shareholders’ Shares Amount Shares (1) Amount Capital Receivable Deficit Equity Balance as of May 31, 2024 (inception) - $ - - $ - $ - $ - $ - $ - Founder shares issued to initial shareholders (1) - - 1,725,000 173 24,827 - - 25,000 Additional shares issued to Founder (2)      - - 431,250 43 - ( 43 ) - - Net loss - - - - - - ( 17,320 ) ( 17,320 ) Balance as of June 30, 2024 - $        - 2,156,250 $ 216 $ 24,827 $        ( 43 ) $ ( 17,320 ) $ 7,680 (1) This number includes an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 6, 2024, the underwriters fully exercised the over-allotment option for an additional 1,125,000 Units, reducing the Class B ordinary shares subject to forfeiture to 0 (see Note 5). (2) Gives retroactive effect to additional 431,250 shares issue to the Sponsor at par value on July 5, 2024. The accompanying notes are an integral part of these unaudited financial statements. 3 PANTAGES CAPITAL ACQUISITION CORPORATION (FORMERLY KNOWN AS AIFEEX NEXUS ACQUISITION CORPORATION) STATEMENTS OF CASH FLOWS (Unaudited) For The Period From For The May 31, 2024 Six Months Ended (Inception) Through June 30, 2025 June 30, 2024 Cash Flows from Operating Activities: Net income (loss) $ 1,404,067 $ ( 17,320 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest and dividend earned on cash and investments held in Trust Account ( 1,797,542 ) - Formation and operating cost paid by the Sponsor - 6,390 Changes in operating assets and liabilities: Prepaid expenses 2,139 - Accounts payable and accrued expenses 9,162 10,930 Due to related parties ( 31,188 ) - Net Cash Used in Operating Activities ( 413,362 ) - Cash Flows from Financing Activity: Proceeds from working capital loan - related party 175,000 - Net Cash Provided by Financing Activity 175,000 - Net Change in Cash ( 238,362 ) - Cash, beginning of period 533,006 - Cash, end of period $ 294,644 $ - Supplemental Disclosure of Non Cash Financing Activities: Issuance of shares for receivable $ - $ 43 Prepaid expenses paid via promissory note - related party $ - $ 42,500 Deferred offering costs included in accrued offering costs $ - $ 3,213 Deferred offering costs paid by shareholders in exchange for issuance of Class B ordinary shares $ - $ 25,000 Deferred offering costs paid via promissory note - related party $ - $ 62,318 Remeasurement of carrying value to redemption value $ 1,797,542 $ - The accompanying notes are an integral part of these unaudited financial statements. 4 PANTAGES CAPITAL ACQUISITION CORPORATION (FORMERLY KNOWN AS AIFEEX NEXUS ACQUISITION CORPORATION) NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — 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 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”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has elected December 31 as its fiscal year end. As of June 30, 2025, the Company had not commenced any operations. For the period from May 31, 2024 (inception) through June 30, 2025, the Company’s efforts have been limited to organizational activities, activities related to the initial public offering (“IPO”, see Note 3), and search for target for business combination. The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and Private Placement (“Private Placement”, see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placements Units (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company’s founder and sponsor is Aitefund Sponsor LLC, a Delaware limited liability company formerly known as “Shepherd Ave Capital Sponsor LLC” (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO and the Private Placement. On December 6, 2024, the Company consummated IPO of 8,625,000 units (including 1,125,000 units issued upon the full exercise of the over-allotment option (the “Over-Allotment Option”), the “Units”). Each Unit consists of one Class A ordinary share (the “Class A ordinary share”), $ 0.0001 par value per share (collectively, the “public shares”), and one right to receive of one-fifth of one Class A ordinary share upon the completion of the initial business combination of the Company. The Units were sold at an offering price of $ 10.00 per Unit, generating total gross proceeds of $ 86,250,000 . Simultaneously with the consummation (the “closing”) of the IPO and the sale of the Units, the Company consummated the Private Placement of 244,250 units (the “Private Placement Units”) to the Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 2,442,500 , which is described in Note 4. Each Private Placement Unit consists of one Class A ordinary share, and one right to receive of one-fifth of one Class A ordinary share upon the completion of the initial business combination. Transaction costs amounted to $ 2,528,729 , consisting of $ 1,078,125 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 862,500 of deferred underwriting commissions, and $ 588,104 of other offering costs. At the IPO date, cash of $ 941,835 was held outside of the Trust Account (as defined below) and is available for the payment of accrued offering costs and for working capital purposes. 5 The Company’s initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. The Company will complete its initial business combination only if the post-transaction company in which its public shareholders own shares will own or acquire 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete an initial business combination successfully. Upon the closing of the IPO, management has agreed that at least $ 10.00 per Unit sold in the IPO will be held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act that invest solely in direct U.S. government treasury. Except with respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s memorandum and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100 % of the Company’s public shares if the Company does not complete the Company’s initial business by the Combination Deadline (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of all of public shares if the company are unable to complete their initial business combination by the Combination Deadline, subject to applicable law. In no other circumstances will a public shareholder have any right or interest of any kind to or in the trust account. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will have until March 6, 2026 (or 15 months from the consummation of the IPO) to consummate the initial business combination, or up to June 6, 2026 (or 18 months from the consummation of the IPO) if it has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before March 6, 2026. The applicable deadline to consummate the initial business combination in each case, March 6, 2026 or June 6, 2026, is referred as the “Combination Deadline”. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The ordinary shares subject to redemption will be accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any initial business combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. If the Company does not complete its initial business combination by the Combination Deadline, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest generated from the funds held in the Trust Account to pay dissolution expenses) divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. time). The Sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, Class A ordinary shares underlying the Private Placement Units (the “private shares”), and any public shares held by them in connection with the completion of the initial business combination and to waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with the initial business combination or to redeem 100 % of the public shares if the Company does not complete its initial business combination within 15 months from the closing of this offering (or up to 18 months, if extended) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. 6 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the company. Therefore, it cannot be assured that the Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of June 30, 2025, the Company had $ 294,644 cash and a working capital of $ 107,405 . The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of an initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in addressing this uncertainty is through the borrowing of Working Capital Loans, as defined below (see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Period by March 6, 2026, unless further extended, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate an initial business combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. The unaudited financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummates an initial business combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate an initial business combination are not yet determinable. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. 7 Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited but includes all adjustments which management considers necessary for the fair presentation of the results for the period. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 27, 2025. Operating results for the interim period ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 294,644 and $ 533,006 cash in bank as of June 30, 2025 and December 31, 2024, respectively. Cash and Investments Held in Trust Account As of June 30, 2025 and December 31 , 2024, the Company had $ 88,316,420 and $ 86,518,878 in Cash and investments held in Trust Account, which are invested in money market funds which invest in U.S. Treasury securities . 8 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (“FDIC”) of $ 250,000 . As of June 30, 2025 and December 31, 2024, $ 44,644 and $ 283,006 , respectively, were over the FDIC limit. The Company has not experienced losses on these accounts. Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering . Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income per share as the redemption value approximates fair value. For the three and six months ended June 30, 2025, the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted net income per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. For The Three Months Ended June 30, 2025 Non-Redeemable Redeemable Class A Class A and Class B Ordinary Shares Ordinary Shares Basic and diluted net income per ordinary share: Numerators: Allocation of net income $ 565,753 $ 157,460 Denominators: Basic and diluted weighted average shares outstanding 8,625,000 2,400,500 Basic and diluted net income per ordinary share $ 0.07 $ 0.07 9 For The Period From May 31, 2024 For The Six Months Ended (Inception) Through June 30, 2025 June 30, 2024 Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class A and Class B Class A Class A and Class B Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted net income (loss) per ordinary share: Numerators: Allocation of net income (loss) $ 1,098,370 $ 305,697 $ - $ ( 17,320 ) Denominators: Basic and diluted weighted average shares outstanding 8,625,000 2,400,500 - 1,875,000 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ - $ ( 0.01 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 10 The following table presents information about the Company’s assets that are measured at fair value on June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, 2025 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Investments held in Trust Account $ 88,316,420 $ 88,316,420 $ - $ - Total $ 88,316,420 $ 88,316,420 $ - $ - December 31, 2024 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Investments held in Trust Account $ 86,518,878 $ 86,518,878 $ - $ - Total $ 86,518,878 $ 86,518,878 $ - $ - The rights were valued, using a calculation prepared by management which takes into consideration the probability of completion of the IPO, an implied probability of the completion of an initial business combination and a Discount for Lack of Marketability calculation. The rights are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of an initial business combination, the probability of the initial public offering, and other risk factors. Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholders’ equity. In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 8,625,000 Class A ordinary shares sold as part of the Public Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. As of June 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption Balance as of May 31, 2024 (Inception) $ - Gross Proceeds 86,250,000 Proceeds allocated to public rights ( 1,565,438 ) Class A ordinary shares issuance cost ( 2,470,987 ) Initial measurement of carrying value to redemption value 4,036,425 Remeasurement of carrying value to redemption value 268,878 Balance as of December 31, 2024 $ 86,518,878 Remeasurement of carrying value to redemption value 1,797,542 Balance as of June 30, 2025 $ 88,316,420 11 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited financial statements. Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited financial statements. Note 3 — Initial Public Offering On December 6, 2024, the Company sold 8,625,000 Units (including 1,125,000 Units issued upon the full exercise of the Over-Allotment Option) in its IPO. Each Unit has an offering price of $ 10.00 and consists of one share of the Company’s Class A ordinary share and one right. Each right entitles the holder thereof to receive one-fifth of one Class A ordinary share upon completion of the Company’s initial business combination. The Company will not issue fractional shares. As a result, the holder must hold rights in multiples of 5 in order to receive shares for all of their rights upon closing of an initial business combination. Note 4 — Private Placement Simultaneously with the closing of the IPO, t he Sponsor purchased an aggregate of 244,250 Units at a price of $ 10.00 per Unit for an aggregate purchase price of $ 2,442,500 in the Private Placement. Each Private Placement Units was identical to the Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial business combination (except to certain permitted transferees). Note 5 — Related Party Transactions Founder shares On June 14, 2024, the Company’s CEO, Mr. William W. Snyder, the Company’s CFO, Ms. Jia Peng, and the sponsor, Aitefund Sponsor LLC, acquired an aggregate of 1,725,000 shares of Class B ordinary shares of a par value of $ 0.0001 for an aggregate purchase price of $ 25,000 (the “founder shares”) from the Company, of which: (i) the CEO acquired 100,000 founder shares for a purchase price of $ 1,449 or approximately $ 0.014 per share; (ii) the CFO acquired 60,000 founder shares for a purchase price of $ 870 , or approximately $ 0.014 per share; and (iii) the Sponsor acquired 1,565,000 founder shares for a purchase price of $ 22,681 , or approximately $ 0.014 per share. On July 9, 2024, the Company issued an additional 431,250 Class B ordinary shares to the Sponsor, at par value, for the purchase price of $ 43 . In total, an aggregate 2,156,250 Class B ordinary shares were issued to the Sponsor and executives, at a per-share price of approximately $ 0.012 per share, including an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 6, 2024, the underwriters fully exercised the over-allotment option for an additional 1,125,000 Units, reducing the Class B ordinary shares subject to forfeiture to 0 . 12 Concurrent with the IPO, the sponsor transferred an aggregate of 60,000 of its Founder Shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $ 696 . The fair value of the transfer of the 60,000 Founder Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”). The estimated fair value of the 60,000 Founder Shares totaled $ 54,450 . On December 6, 2024, the Company recognized a share-based compensation expense of $ 53,754 , net of the nominal cash consideration of $ 696 paid by the directors. The Private Placement shares are identical to the Class A ordinary shares included in the Units being sold in this offering. However, the Company’s insiders have agreed, pursuant to written letter agreements with the Company, (A) to vote their founder shares and Private Placement shares (as well as any public shares acquired in or after this offering) in favor of any proposed initial business combination, (B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association effective at the time that would stop our public shareholders from redeeming their shares for cash or selling their shares to us in connection with an initial business combination or affect the substance or timing of our obligation to redeem 100 % of our public shares if we do not complete an initial business combination by the Combination Deadline unless we provide public shareholders with the opportunity to redeem their public shares to receive cash from the Trust Account in connection with any such vote (regardless how such shareholders vote for such amendment), (C) not to redeem any founder shares and private shares (as well as any other shares acquired in or after this offering) for cash from the Trust Account in connection with a shareholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our memorandum and articles of association effective at the time relating to shareholders’ rights or pre-initial business combination activity and (D) that the founder shares and private shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated. The insiders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until (1) with respect to 50 % of the founder shares, the earlier of six months after the date of the consummation of the Company’s initial business combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the Company’s initial business combination and (2) with respect to the remaining 50 % of the founder shares, six months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummate a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Private Placement Units (including the underlying securities) will not be transferable, assignable or saleable until the completion of the Company’s initial business combination (except to certain permitted transferees). Promissory Note — Related Party On June 14, 2024, the sponsor has agreed to loan the Company up to $ 500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. Immediately before the IPO, the Company had an outstanding loan balance of $ 295,019 and the balance was repaid. There is no balance as of June 30, 2025 and December 31, 2024. Working Capital Loans — Related Party In addition, in order to meet the Company’s working capital needs following the consummation of the initial public offering if the funds not held in the Trust Account are insufficient, or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $ 3,000,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s initial business combination into Working Capital Units at a price of $ 10.00 per Unit. If the Company do not complete an initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. As of June 30, 2025 and December 31, 2024, the Company had $ 175,000 and $0 borrowings under the Working Capital Loans. 13 Due to Related Parties On June 6, 2024, the Company appointed Jia Peng as Chief Financial Officer, in addition to the current position as a member of the board of the directors. During the Term as Chief Financial Officer and a member of board of directors of the Company, Jia Peng will receive cash compensation in the amount of $ 5,000 , payable each month. As of June 30, 2025 and December 31, 2024, the Company had prepaid expenses of $ 300 and accrued expense of $ 14,300 for Jia Peng, respectively. On June 14, 2024, the Company appointed William Snyder as Chairman and Chief Executive Officer, in addition to the current position as a member of the board of the directors. During the Term as Chairman and Chief Executive Officer and a member of board of directors of the Company, William Snyder will receive cash compensation in the amount of $ 7,500 , payable each month. As of June 30, 2025 and December 31, 2024, the Company had accrued compensation expenses for William Snyder of $ 0 and $ 18,750 , respectively. Evan Graj, a Director of the Company, paid office expenses on behalf of the Company during the six months ended June 30, 2025. As of June 30, 2025 and December 31, 2024, the Company had accrued expenses for Evan Graj of $ 2,333 and $ 470 , respectively. Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option to purchase up to an additional 1,125,000 Units solely to cover over-allotments, if any. The underwriters had exercised the Over-Allotment Option. The underwriter was paid a cash underwriting discount of $ 0.125 per Unit, or $ 1,078,125 at the closing of the IPO. Additionally, the underwriters will be entitled to 1.0 % of gross proceeds of the IPO $ 862,500 and will be paid at the closing of the initial business combination as deferred underwriting fee. If the Company does not complete its initial business combination within the time period required by its amended and restated memorandum and articles of association effective at the time, the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the Trust Account that will be available to fund the redemption of our public shares. 14 As of June 30, 2025 and December 31, 2024, deferred underwriting discounts and commissions amounted to $ 862,500 payable upon consummation of the Company’s initial business combination. Note 7 — Shareholder’s Equity Preference Share — The Company is authorized to issue 5,000,000 shares of preference share, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding. Class A Ordinary Share — The Company is authorized to issue 445,000,000 shares of Class A ordinary share with $ 0.0001 par value. As of June 30, 2025 and December 31, 2024, there were 244,250 shares of Class A ordinary share issued or outstanding, excluding 8,625,000 Class A ordinary shares subject to possible redemption . Class B Ordinary Share — The Company is authorized to issue 50,000,000 shares of Class B ordinary share with $ 0.0001 par value. On June 14, 2024, the Company issued an aggregate of 1,725,000 founder shares to the Sponsor and executives for an aggregate purchase price of $ 25,000 . On July 9, 2024, the Company issued additional 431,250 Class B ordinary shares to the Sponsor for $ 43 . In total, an aggregate 2,156,250 Class B ordinary shares were issued to the Sponsor and executives, at a per-share price of approximately $ 0.012 per share. The Company’s insiders will collectively own 20.0 % of the Company’s issued and outstanding shares of ordinary share after the IPO. Rights As of June 30, 2025 and December 31, 2024, there were 8,625,000 public rights included the public Units outstanding and 244,250 private rights included in the Private Placement Units outstanding. Except in cases where the Company is not the surviving company in an initial business combination, each holder of a right will automatically receive one-fifth of one Class A ordinary share upon consummation of the Company’s initial business combination. In the event the Company will not be the surviving company upon completion of the Company’s initial business combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving entity that each one-fifth of one Class A ordinary share underlying each right is entitled to upon consummation of the initial business combination subject to any dissenter rights under the applicable law. The Company will not issue fractional shares in connection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result, you must hold rights in multiples of five in order to receive shares for all of your Class A ordinary shares underlying the rights upon closing of an initial business combination. If the Company is unable to complete an initial business combination within the required time period and the Company redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the rights. Note 8 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. 15 When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the key metric, formation and operating costs and interest and dividend income on cash and investments held in Trust Account which are included in the accompanying unaudited statement of operations. The key measures of segment profit or loss reviewed by our CODM are interest and dividend income on cash and investments held in Trust Account and formation and operating costs. The CODM reviews interest and dividend income on cash and investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of cash and investments with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination within the initial business combination period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these unaudited financial statements were issued. Based on this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the unaudited financial statements, other than the event described below. On July 18, 2025, the Sponsor agreed to loan the Company up to $ 500,000 (“Working Capital Loan”) to meet the Company’s working capital needs. The loan was evidenced by a promissory note that was non-interest bearing and unsecured, and it was to be paid upon the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company, and (2) the date of the liquidation of the Company. The Sponsor has the right, but not the obligation, to convert this loan, in whole or in part, into private units of the Company, each consisting of one Class A ordinary share, one right to receive one-fifth of one Class A ordinary share. The number of private units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $ 10.00 . On August 5, 2025, the Company held an extraordinary general meeting (the “Second Shareholder Meeting”). At the Second Shareholder Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s 2 nd amended and restated memorandum and articles of associations to change the Company’s name from “Aifeex Nexus Acquisition Corporation” to “Pantages Capital Acquisition Corporation”. The name change was effective as of August 5, 2025. 16 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Pantages Capital Acquisition Corporation (f/k/a “Aifeex Nexus Acquisition Corporation). References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aitefund Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Special Note Regarding Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “IPO” described below) filed with the Securities Exchange Commission (the “SEC”) on December 5, 2024 (File No. 333-280986) (the “Prospectus”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview 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 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. Our Initial Public Offering 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”), 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 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. 17 Since our IPO, our sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial business combination. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the sponsor and other parties to fund our operations. The sales of the Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales. Separation of Units On January 23, 2025, the Company announced that holders of the Company’s Public Units may elect to separately trade the Public Shares and Public Rights from the Public Units, commencing on or about January 27, 2025. The Class A ordinary shares and rights were traded on the Nasdaq Global Market (“Nasdaq”) under the symbols “SPHA” and “SPHAR”, respectively. Units not separated continued to trade on Nasdaq under the symbol “SPHAU.” First Name Change On March 11, 2025, the Company held an extraordinary general meeting (the “First Shareholder Meeting”). At the First 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 “AR MAA”) 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 “2 nd AR MAA”) with the Cayman Islands Companies Register to effect the First Name Change. In connection with the First Name Change, the Company’s ticker symbols for its units, 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. Second Name Change On August 5, 2025, the Company held another extraordinary general meeting (the “Second Shareholder Meeting”). At the Second Shareholder Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s 2 nd AR MAA to change the Company’s name from “Aifeex Nexus Acquisition Corporation” to “Pantages Capital Acquisition Corporation” (the “Second Name Change”). Promptly following the approval, the Company filed a Third Amended and Restated Memorandum and Articles of Association (the “Current MAA”) with the Cayman Islands Companies Register 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”, and “AIFER”, in each case to “PGACU”, “PGAC”, and “PGACR”, and commenced trading under the new symbols on August 8, 2025. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 31, 2024 (inception) to June 30, 2025 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 June 30, 2025, we had a net income of $723,213, which consisted of interest and dividend income on cash and investments held in trust account of $900,939 and partially offset by formation and operating costs of $177,726. 18 For the six months ended June 30, 2025, we had a net income of $1,404,067, which consisted of interest and dividend income on cash and investments held in trust account of $1,797,542 and partially offset by formation and operating costs of $393,475. For the period from May 31, 2024 (inception) through June 30, 2024, we had a net loss of $17,320, which consisted of formation and operating costs of $17,320. Liquidity and Capital Resources The Company’s liquidity needs up to June 30, 2025 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 public offering and private placements. 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 trust account, and we had $533,006 of cash held outside of the trust account, after payment of costs related to the 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 June 30, 2025, the Company had cash of $294,644 and a working capital of $107,405. For the six months ended June 30, 2025, there was $413,362 of cash used in operating activities resulting from dividend earned on investments held in trust account of $1,797,542, and the decrease in due to related parties of $31,188. The changes were offset by net income of $1,404,067, the decrease in prepaid expenses of $2,139, and the increase in accounts payable and accrued expenses of $9,162. For the period from May 31, 2024 (inception) through June 30, 2024, there was $0 of cash used in or provided by operating activities. For the six months ended June 30, 2025 and for the period from May 31, 2024 (inception) through June 30, 2024, there were no investing activities. For the six months ended June 30, 2025, there was $175,000 of cash provided by financing activity resulting from the proceeds from promissory note to related party. For the period from May 31, 2024 (inception) through June 30, 2024, there were no financing activities. We intend to use the funds held outside the trust account to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial business combination. 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 June 30, 2025 and December 31, 2024, the Company had $175,000 and $0 borrowings under the Working Capital Loans. We do not believe we will need to raise additional funds in order to meet the expenditures 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. 19 Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025. 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. Contractual Obligations Registration Rights The holders of the founder shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on December 4, 2024 by and among the Company and the insiders. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of our initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the costs and expenses of filing any such registration statements. Underwriting Agreement The underwriters 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 the exercising of over-allotment option in part. 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. Critical Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited financial statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. 20 ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer) (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that during the period covered by this report, our disclosure controls and procedures were not effective. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. This quarterly report on Form 10-Q (the “Quarterly Report”) does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control Over Financial Reporting During the period covered by this Quarterly Report on Form 10-Q, there has been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter covered by this report that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 21 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. We are not a party to any material legal proceedings and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us. ITEM 1A. RISK FACTORS. As a smaller reporting company, we are not required to include risk factors in this Report. However, factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Prospectus. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Prospectus. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES. Founder Shares Sales and Transfer On June 14, 2024, our CEO, Mr. William W. Snyder, our CFO, Ms. Jia Peng, and the sponsor (the “sponsor”) of our IPO (as defined below), Aitefund Sponsor LLC, acquired an aggregate of 1,725,000 Class B ordinary shares, par value of $0.0001 each (the “founder shares”), for an aggregate purchase price of $25,000. On July 9, 2024, an additional 431,250 founder shares were issued, at par value, to the sponsor, for the purchase price of $43, resulting that the sponsor to hold 1,996,250 founder shares. On December 4, 2024, the effective date of the registration statement of the IPO (as defined below), the sponsor transferred an aggregate of 60,000 of its founder shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $696. Private Placement On December 6, 2024, simultaneously with the closing of the IPO, the Company completed a private placement (the “Private Placement”) of 244,250 private placement units to the Company’s sponsor, at a purchase price of $10.00 per private placement units, generating gross proceeds to the Company of $2,442,500. The above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales. Use of Proceeds On December 6, 2024, we consummated the initial public offering (the “IPO”) of 8,625,000 units (the “Units”), at a price of $10.00 per Unit, including 1,125,000 additional Units granted to the underwriters to cover over-allotments, if any (the “Over-Allotment Option”), generating gross proceeds of $86,250,000. Simultaneously with the closing of the IPO, we consummated the sale of 244,250 private placement units, to our sponsor in the Private Placement, generating gross proceeds of $2,442,500. The proceeds of $86,250,000 from the IPO and the Private Placement were placed in the trust account established for the benefit of the Company’s public shareholders with Wilmington Trust, N.A., acting as trustee. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM 5. OTHER INFORMATION. None . 22 ITEM 6. EXHIBITS The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. Exhibit No. Description 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith ** Furnished. 23 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, thereunto duly authorized. Pantages Capital Acquisition Corporation Date: August 13, 2025 By: /s/ William W. Snyder William W. Snyder Chief Executive Officer (Principal Executive Officer) Date: August 13, 2025 By: /s/ Jia Peng Jia Peng Chief Financial Officer (Principal Financial Officer) 24