NASDAQ: PGACR

Upon the closing of the IPO, management has agreed that $86,250,000,
or $10.00 per Unit sold in the IPO, would be held into a U.S.-based trust account (“Trust Account”), with Wilmington Trust,
N.A. acting as trustee. The funds held in the Trust Account are 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 which invest solely in direct U.S. government treasury. Except with respect to divided 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 Class A ordinary shares sold as part of the Units in the IPO (the “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 combination by the Combination Deadline (as defined below), or (B) with
respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption
of all of Public Shares if the Company is 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.

Our efforts to identify a prospective target business will not be limited
to a particular industry or geographic location. Since our IPO, our sole business activity has been identifying and evaluating suitable
target businesses. 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.

1

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 “First Name Change”).

Promptly following the approval, the Company filed a Second Amended
and Restated Memorandum and Articles of Association (the “Second Amended Charter”) with the Cayman Islands Companies Register
to effect the 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.

On August 6, 2025, the Company
held a second 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 Second Amended Charter
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 Charter”) 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” “AIFER”, in each case to “PGACU”, “PGAC”,
and “PGACR”, and commenced trading under the new symbols on August 8, 2025.

Business Combination with MacMines

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

Reorganization

Pursuant to the Merger Agreement, prior to the Closing (as defined
below), MacMines and its affiliates shall consummate a series of reorganization transactions, including: (i) MacMines and Pubco will enter
into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue
of Pubco ordinary shares to MacMines (the “Share Sale Agreement”), and (ii) MacMines and Tenement SPV will enter into an Asset
Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease 700074 as lodged with the Queensland Government,
Australia, on or about November 16, 2022 (the “MLA”) and documents and information relating exclusively and specifically
to the MLA (the “Asset Sale Agreement”) (together with all other agreements, deeds, instruments or documents as may be necessary
or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated by those agreements, the “Reorganization
Documents”) to implement and effect the transactions contemplated therein in a form reasonably agreed between the parties to the
Merger Agreement.

Upon the terms and subject to satisfaction of
the conditions set forth in the Reorganization Documents, the following transactions (collectively, “Reorganization”) shall
take place at a date and time agreed by the parties thereto:

(x) Pubco will issue 18,000,000 Pubco ordinary
shares (the “Reorganization Shares”) to MacMines in exchange for the transfer of all the issued and outstanding share capital
of Tenement SPV held by MacMines to Pubco;

(y) MacMines will assign, transfer, convey and
sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA. As a result of the Reorganization,
Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines.

2

Merger

After the consummation of the Reorganization and
upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time agreed by the parties
to the Merger Agreement (the “Closing Date”):

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

●Each
issued and outstanding Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be
deemed to hold one Class A ordinary share and one right of the Company.

●Each
Class A ordinary share of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and
shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. Each of the remaining issued and outstanding
Class A ordinary shares or Class B ordinary share shall be canceled and converted automatically into the right to receive one Pubco ordinary
share.

●Each
issued and outstanding right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have
been received by the holder thereof if such right of the Company had been converted upon the consummation of a Business Combination in
accordance with the Company’s IPO Prospectus and Current Charter, and the Rights into Class A ordinary shares of the Company.

●If
there are any shares of the Company that are owned by the Company as treasury shares, such shares shall be canceled and extinguished
without any conversion thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the
Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.0001 per
share, of the surviving Company.

(y) all issued and outstanding Reorganization
Shares shall be automatically reclassified into Pubco ordinary shares.

No fractional shares of Pubco ordinary shares
will be issued by Pubco; instead, each person who would otherwise be entitled to a fractional share shall instead be entitled to the number
of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share.

The foregoing Merger and conversion of securities
shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of
applicable Law.

Since the Merger Agreement was executed before March
6, 2026, the 15-month anniversary of the closing of the IPO, the Company’s deadline to complete its initial business combination
is extended, pursuant to the Current Charter, to June 6, 2026.

3

Certain Related Agreements

Seller Lock-Up Agreement

Concurrently with the execution and delivery of
the Merger Agreement, the Company, MacMines, and Pubco entered into a Lock-Up Agreement (the “Seller Lock-Up Agreement”),
pursuant to which 50.00% of the securities of Pubco held by MacMines (the “Restricted Securities”) will be
locked-up and subject to transfer restrictions for a period of time following the closing of the MacMines Business Combination (the “Closing”),
as described below, subject to certain exceptions. The lock-up period applicable to the Restricted Securities will commence from
the date of Closing (the “Closing Date”) and end until the earlier of (i) the six (6) month anniversary of Closing Date, and
(ii) the date on which the closing sale price of the Pubco ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits,
share dividends, reorganizations, and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day
period commencing after the Closing Date.

Seller Support Agreement

Concurrently with the execution of the Merger
Agreement, the Company and MacMines entered into a support agreement (the “Seller Support Agreement”), pursuant to which,
among other things, MacMines agreed (i) not to transfer, and (ii) to vote its Pubco ordinary shares in favor of the Merger Agreement (including
by execution of written resolutions), the Merger, and the other transactions. The Seller Support Agreement and all of its provisions will
terminate and be of no further force or effect upon the earlier of (i) the effective time of the Closing, (ii) the termination of the
Merger Agreement in accordance with its terms, and (iii) the written agreement of the Company and MacMines.

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, the Company,
MacMines, and the Sponsor entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which, among other
things, the Sponsor agreed (i) not to transfer, and (ii) to vote its ordinary shares of the Company in favor of the Merger Agreement (including
by execution of written resolutions), the Merger, and the other transactions. The Sponsor Support Agreement and all of its provisions
will terminate and be of no further force or effect upon the earlier of (i) the mutual written consent of Company, MacMines, and the Sponsor,
(ii) the effective time of the Closing, or (iii) the termination of the Merger Agreement in accordance with its terms.

Registration Rights Agreement

The Merger Agreement contemplates that, at the
Closing, Pubco and MacMines will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), to be effective
as of the Closing, pursuant to which Pubco agrees to file a registration statement as soon as practicable upon receipt of a request from
MacMines to register the resale of certain registrable securities under the Securities Act, subject to required notice provisions.
Pubco has also agreed to provide customary “piggyback” registration rights with respect to such registrable securities and,
subject to certain circumstances, to file a resale shelf registration statement to register the resale under the Securities Act of
such registrable securities.

The Registration Rights Agreement also provides
that Pubco will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities. The
rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties
with respect to their MacMines securities or Pubco securities.

4

Redemption Rights for Public Shareholder upon
Completion of Our Initial Business Combination

We will provide our Public Shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us
to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding Public Shares, subject to the limitations
described herein. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The per share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the
underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem
its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our Rights. Further,
we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if an initial
business combination does not close. Our Insiders have entered into agreements with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and Public Shares held by them in connection with (i) the completion of our initial
business combination and (ii) a shareholder vote to approve an amendment to our memorandum and articles of association effective at the
time (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have
their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete
our initial business combination by the Combination Deadline or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares.

Manner of Conducting Redemptions

We will provide our Public Shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with
a general meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we
will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would
require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign
private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share
purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more
than 20% of our issued and outstanding ordinary shares or seek to amend our memorandum and articles of association effective at the time
would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless
shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant
to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on
Nasdaq, we will be required to comply with Nasdaq rules. If we held a shareholder vote to approve our initial business combination, we
will, pursuant to our Current Charter:

●
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

●
file proxy materials with the SEC.

Submission of Our Initial Business Combination
to a Stockholder Vote

In the event that we seek shareholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights
described above upon completion of the initial business combination.

5

If we seek shareholder approval of our initial business combination,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. In such case,
our Insiders have agreed to vote their founder shares and Public Shares in favor of our initial business combination. As a result, for
purpose of seeking shareholder approval for our initial business combination, in addition to our founder shares and Class A ordinary shares
underlying the Private Placement Units (the “private shares”), we would need additional 1,096,542 Public Shares to vote in
order to obtain a quorum which is, pursuant to the Current Charter, one-third of our shareholders entitled to vote at the meeting.
Once a quorum is obtained, (i) assuming only a quorum is present and voted at such meeting held to vote on our initial business combination,
we do not need any additional vote from Public Shareholders to approve the initial business combination, or (ii) assuming all issued and
outstanding shares are present and voted, we need additional 2,697,408, or 36.0%, of the 7,500,000 Public Shares sold in the IPO to be
voted in favor of a transaction (none of our officers, directors, Insiders or their affiliates has indicated any intention to purchase
units in the IPO or any units or Class A ordinary shares in the open market or in private transactions (other than the private units)).
Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction
or vote at all.

Limitation on Redemption upon Completion of our Initial Business
Combination if We Seek Stockholder Approval

If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Current
Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as “Excess Shares,”
without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent
attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a
means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable
terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten
to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to
the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of
the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination
with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be
restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination.

Redemption of Public Shares and Liquidation if No Initial Business
Combination

Under the Current Charter,
if we do not consummate the initial business combination by the Combination Deadline, we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not 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 us to pay our franchise and income taxes, if any (less up to $100,000
of interest 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to our warrants, which will expire worthless if we fail to consummate an initial business combination by the Combination Deadline. Our
Current Charter provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will
follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than
ten business days thereafter, subject to applicable Cayman Islands law.

6

Corporate Information

Our executive offices are
located at 221 W 9th St, #859, Wilmington, Delaware 19801, and our telephone number is 302-235-3848. We are required to file annual reports
on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events
in current reports on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov.
In addition, the Company will provide copies of these documents without charge upon request from us by mail to 221 W 9th St, #859, Wilmington,
Delaware 19801.

Status as a Public Company

We believe our structure
will make us an attractive initial business combination partner to target businesses. As an existing public company, we offer a target
business an alternative to a traditional initial public offering through a merger or other initial business combination with us. In an
initial business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in
the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary
Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
this method a more expeditious and cost-effective method to becoming a public company than a typical initial public offering. The typical
initial public offering process takes a significantly longer period of time than the typical initial business combination transaction
process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,
that may not be present to the same extent in connection with an initial business combination with us.

Furthermore, once a proposed initial business combination is completed,
the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s
ability to complete the IPO, as well as general market conditions, which could delay or prevent the IPO from occurring or have negative
valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of
providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.
Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and
aid in attracting talented employees.

While we believe that our
structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may
view our status as a special purpose acquisition company, including our lack of an operating history and our potential need to seek shareholder
approval of a proposed initial business combination, negatively.

We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”) and as
modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to 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, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO,
(b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s
second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior
three-year period.

7

Competition

In identifying, evaluating and selecting a target business for our
initial business combination, we have encountered, and expect to continue to encounter, intense competition from other entities having
a business objective similar to ours, including other blank check companies, private equity groups, leveraged buyout funds, public companies
and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting initial business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial,
technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial
resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,
our obligation to pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available
to us for our initial business combination and potential future dilutions that our outstanding warrants represent, which may place us
at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

We currently maintain our
executive offices at 221 W 9th St, #859, Wilmington, Delaware 19801. We consider our current office space adequate for our current operations.

Employees

We currently have two executive
officers, our Chief Executive Officer and Chairman, William W. Snyder, our Chief Financial Officer and Director, Jia Peng. The two individuals
are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary
to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary
based on the status of the proposed Transactions and, if the proposed Transactions are not consummated, whether a target business has
been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend
to have any full-time employees prior to the completion of our initial business combination.