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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-15 · 85 added, 68 removed, 144 unchanged (52% of the section changed)

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References in this report

(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aifeex Nexus Capital

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.

(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

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statements whether as a result of new information, future events or otherwise.

Aifeex Nexus Acquisition

Corporation (the “Company”, formerly known as “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”).

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.

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

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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 “Shareholder Meeting”).

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 “Name Change”).

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 “Current Charter”) with the Cayman

Islands Companies Register to effect the Name Change.

In connection with the 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.

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 March 31, 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 March 31, 2025, we had a net income of 680,854 which consisted of interest and dividend income of $896,603 on cash and

investments held in Trust Account which was offset by operating cost of $215,749.

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

We do not expect to generate any operating revenues until after the completion of our initial business combination.

generate non-operating income in the form of interest and dividend income on cash and investments held in the trust account.

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.

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

The Company’s liquidity needs up to March

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.

As of March 31, 2025, the

Company had cash of $273,472 and a working capital of $285,131.

For the three months

ended March 31, 2025, there was $259,534 of cash used in operating activities resulting from interest and dividend earned on cash

and investments held in trust account of $896,603, the increase in prepaid expenses of $44,631, and the decrease in due to related

The changes were offset by net income of $680,854 and the increase in accounts payable and accrued expenses of $930.

For the three months ended

March 31, 2025, there was no investing nor financing activities.

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

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may be convertible into Units of the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of

As of March 31, 2025, the Company had no borrowings under the Working Capital Loans.

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

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securities or incur debt in connection with such initial business combination.

In connection with our assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic

205-40, Presentation of Financial Statements - Going Concern,” management has determined that these conditions raise substantial

doubt about our ability to continue as a going concern.

The management’s plan in addressing this uncertainty is through the Working

Capital Loans.

In addition, if we are unable to complete a Business Combination within the Combination Period by March 6, 2026, if not

further extended, our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us.

is no assurance that our plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management

has determined that such conditions raise substantial doubt about our ability to continue as a going concern.

The unaudited financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate in transactions that

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis