Jia Peng
About Jia Peng
- Current role: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Aifeex Nexus Acquisition Corporation and a member of the Board of Directors; appointed June 6, 2024, with CFO certifications on Forms 10-Q in 2025 .
- Company context: Aifeex is a SPAC with no operating business yet; shareholders are not being asked to vote on a business combination and the company has not identified a specific target as of the 2025 DEF 14A. Outside date to complete a combination is March 6, 2026 (or June 6, 2026 if certain conditions met) .
- Corporate identity update: Management sought approval to change the company name to Pantages Capital Acquisition Corporation and change tickers (AIFEU/AIFE/AIFER → PGACU/PGAC/PGACR) to avoid confusion from unauthorized third-party name usage; otherwise no change to business strategy or management was proposed .
- Ownership: Beneficially owns 60,000 shares (0.54%) as of July 15, 2025, out of 11,025,500 shares outstanding (8,869,250 Class A; 2,156,250 Class B) .
Past Roles
No prior work history/biography for Jia Peng is disclosed in the 2025 DEF 14A (a single-issue name-change proxy) or the 2025 Form 10-Q filings reviewed .
External Roles
No other public company directorships or external roles for Jia Peng are disclosed in the reviewed 2025 DEF 14A or 2025 Form 10-Q filings .
Fixed Compensation
- Cash compensation for dual role as CFO and director: $5,000 per month during the term, as disclosed in related-party notes .
| Cash Compensation Detail | Dec 31, 2024 | Jun 30, 2025 | Sep 30, 2025 |
|---|---|---|---|
| Monthly cash compensation ($ per month) | $5,000 | $5,000 | $5,000 |
| Accrued compensation balance ($) | $14,300 | $14,300 | $0 |
| Prepaid expense balance ($) | — | $300 | — |
Governance note: The company’s Articles state “no cash remuneration shall be paid to any Director by the Company prior to the consummation of a Business Combination,” though the Board may approve additional remuneration for services beyond ordinary director duties; Jia Peng’s monthly pay is disclosed in the 10-Q as compensation for his CFO role (and board service) .
Performance Compensation
No disclosure of annual target bonus, actual bonuses, RSUs/PSUs, option grants, or performance metric weightings for Jia Peng in the reviewed filings; the only explicit compensation disclosure for him is the $5,000 monthly cash compensation .
Founder share and insider lock-up mechanics (insider selling pressure/vesting proxy):
- Insiders agreed not to transfer, assign, or sell founder shares until post-business combination; 50% may be transferable the earlier of six months after the business combination or when the stock trades at or above $12.50 for 20 trading days within any 30-day period; the remaining 50% is restricted for six months after the business combination (earlier release upon certain M&A events) .
| Founder Share Lock-up Term (applies to insiders) | Term |
|---|---|
| Early release trigger | Stock ≥ $12.50 for 20 of 30 trading days post-combination |
| Time-based release | 50%: earlier of 6 months post-combination or price trigger; remaining 50%: 6 months post-combination |
| Private placement units | Not transferable until completion of business combination (except permitted transferees) |
Equity Ownership & Alignment
| Ownership (as of July 15, 2025) | Amount |
|---|---|
| Shares beneficially owned | 60,000 |
| Approximate % of outstanding shares | 0.54% |
| Shares outstanding (total) | 11,025,500 |
| Of which: Class A | 8,869,250 |
| Of which: Class B | 2,156,250 |
Additional alignment factors:
- Working capital loans from insiders/directors may be provided up to $3,000,000 and can convert at $10.00 per Unit upon consummation of the business combination; balances outstanding were $175,000 as of June 30, 2025 and $457,500 as of September 30, 2025, which could be dilutive if converted .
- Promissory note: Sponsor agreed to lend up to $500,000 for IPO expenses; zero balance outstanding by the referenced balance sheet dates .
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | June 6, 2024 (appointed CFO; also serves on Board) |
| Role | CFO (Principal Financial Officer and Principal Accounting Officer); Director |
| Cash compensation | $5,000 per month (during term) |
| Severance / Change-in-control | Not disclosed in reviewed filings |
| Clawback policy | Not disclosed in reviewed filings |
| Indemnification | Company provides indemnification and advances defense costs to directors and officers and may maintain D&O insurance, subject to exclusions for fraud/willful default |
Board Governance
- Board service: Serves concurrently as CFO and a Director, implying an executive-director (non-independent) profile under typical exchange definitions; the company’s Articles define “Independent Director” by exchange rules and require Audit and Compensation Committees to comprise independent directors when applicable, but individual committee assignments for Jia Peng are not disclosed in the reviewed filings .
- Pre-combination board control: Prior to consummation of a business combination, only Class B shareholders may appoint or remove directors, which can concentrate control with the sponsor .
- Director cash fees: The Articles state no cash remuneration shall be paid to any Director prior to a business combination, though additional remuneration for services beyond routine director work can be approved by the Board; the 10-Qs disclose Jia Peng’s monthly compensation for his CFO/board service .
- Related party oversight: Audit Committee is required when listed and must review related-party transactions; at least one member must be an “audit committee financial expert” per exchange/SEC rules .
Related Party Transactions (governance red flags/monitoring)
- Working capital loans by insiders/directors up to $3,000,000, convertible at $10.00 per Unit upon business combination; $175,000 outstanding as of 6/30/2025 and $457,500 as of 9/30/2025 .
- Promissory note from sponsor up to $500,000 to fund IPO costs; repaid with $0 balance at the referenced dates .
- Other: Director Evan Graj paid office expenses on behalf of the company (related-party reimbursement/arrangement noted) .
- Corporate opportunity waiver: Articles explicitly renounce corporate opportunities to management to the fullest extent permitted, which may allow officers/directors to pursue overlapping opportunities without liability (investors should monitor for conflicts) .
Compensation Structure Analysis
- Cash vs equity mix: Disclosed compensation is entirely cash ($5,000/month) with no disclosed annual bonus, equity awards, or performance-based instruments for 2025 YTD; equity alignment is via personal share ownership (60,000 shares, 0.54%) and SPAC founder/insider lock-ups that reduce immediate selling pressure post-combination .
- Performance linkage: No disclosed performance metrics (revenue, EBITDA, TSR, ESG) tied to compensation for Jia Peng in reviewed filings; typical SPAC stage limits availability of operating KPIs .
- Potential dilution incentives: Insider working capital loans convertible into equity units introduce potential dilution upon combination; conversion economics ($10.00 per Unit) create an incentive to complete a combination and may affect post-deal capital structure .
Investment Implications
- Alignment and retention: Monthly cash compensation is modest for a CFO, with additional alignment via personal share ownership (0.54%); insider lock-up provisions and transfer restrictions help mitigate near-term selling pressure until after a business combination and/or price/seasoning triggers are met .
- Governance and independence: Dual role as CFO and Director reduces independence; pre-combination director appointment/removal rights reside with Class B holders, concentrating control with the sponsor—investors should monitor committee composition and independent oversight as the SPAC advances toward a transaction .
- Financing and dilution risk: The presence and growth of insider working capital loans (to $457,500 by 9/30/2025) and their convertibility to units could be dilutive post-combination; track changes in these balances and any conversions around deal announcement/close .
- Disclosure gaps: No severance, change-in-control, clawback, or equity award schedules are disclosed for Jia Peng in the reviewed filings; heightened focus on forthcoming proxy/8-K 5.02 events is warranted as the SPAC approaches a definitive agreement .