Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K

Pinnacle Acquisition Corporation

PNAQNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Filed Aug 10, 2026Accepted Aug 10, 2026, 4:30 PM EDTCIK 2123955Accession 0001213900-26-087287

Company context

We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified or selected any potential initial business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential initial business combination target. We intend to focus our efforts on businesses with growth platforms, strong management teams, and opportunities to drive value creation such as the ability to pursue further accretive acquisitions or capital structure optimization. To date, our efforts have been limited to organizational activities and activities related to this offering.

Current securities

PNAQNYSE · EQUITY · Current PNAQ RTNYSE · RIGHT · Current PNAQ UNYSE · UNIT · Current

Recent company filings

Disclosure sections

Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 6, 2026, Pinnacle Acquisition Corporation, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (“IPO”), which consisted of 20,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Share”), and one right to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The underwriters have been granted an option to purchase up to 3,000,000 Units within 45 days from August 6, 2026 to cover over-allotments. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement on Form S-1 (File No. 333-297618), originally filed with the U.S. Securities and Exchange Commission on July 22, 2026 (as amended, the “Registration Statement”): An Underwriting Agreement, dated August 6, 2026, by and between the Company and Santander US Capital Markets LLC (“Santander”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Share Rights Agreement, dated August 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated August 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. A Registration Rights Agreement, dated August 6, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Private Placement Units Purchase Agreement, dated August 6, 2026 (the “Private Placement Units Purchase Agreement”), by and between the Company and PAC Sponsor, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. A Letter Agreement, dated August 6, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. An Administrative Services Agreement, dated August 6, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. Indemnity Agreements, dated August 6, 2026, by and among the Company and each director and executive officer of the Company (the “Indemnity Agreements”), the form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private placement of an aggregate of 225,000 private placement units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, or $2,250,000 in the aggregate. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 6, 2026, in connection with the IPO, Andrew Rechtschaffen, Karen Martin, Paul Stoyan and Harry Brandler (collectively with Steven K. Hudson, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Each of Karen Martin, Paul Stoyan and Harry Brandler was appointed to the Board’s Audit Committee with Karen Martin serving as chair of the Audit Committee. Each of Karen Martin, Paul Stoyan and Harry Brandler was appointed to the Board’s Compensation Committee, with Mr. Brandler serving as chair of the Compensation Committee. Each of Karen Martin, Paul Stoyan and Harry Brandler was appointed to the Board’s Nominating and Corporate Governance Committee, with Mr. Stoyan serving as chair of the Nominating and Corporate Governance Committee. On August 6, 2026, the Company entered into the Indemnity Agreements with each of its directors and officers that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the Indemnity Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Indemnity Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On August 6, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on August 6, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference. Item 8.01. Other Events. A total of $200,000,000, comprised of certain of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes up to $6,000,000 of the underwriter’s deferred discount and commissions), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 21 months from the closing of the IPO (or by such earlier liquidation date as the Board may approve), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 21 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. On August 6, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On August 10, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. A total of $200,000,000, comprised of certain of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes up to $6,000,000 of the underwriter’s deferred discount and commissions), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 21 months from the closing of the IPO (or by such earlier liquidation date as the Board may approve), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 21 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. On August 6, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On August 10, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Filed exhibits (3)

EX-4.1 (by filename) ea030130801ex4-1.htm

EX-4.1 4 ea030130801ex4-1.htm SHARE RIGHTS AGREEMENT, DATED AUGUST 6, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS SHARE RIGHTS AGENT Exhibit 4.1 SHARE RIGHTS AGREEMENT This Share Rights Agreement (this “Agreement”) is made as of August 6, 2026 between Pinnacle Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”). WHEREAS, the Company has entered into an agreement with Santander US Capital Markets LLC (“Representative”), as representative of the several underwriters, for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters will purchase up to an aggregate of 23,000,000 units (including up to 3,000,000 additional units depending on the extent to which the underwriters’ over-allotment option is exercised), each unit (“Unit”) comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one right to receive one-eighth (1/8) of one Ordinary Share (a “Public Share Right”) upon the happening of the triggering …

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EX-99.1 (by filename) ea030130801ex99-1.htm

EX-99.1 11 ea030130801ex99-1.htm PRESS RELEASE, DATED AUGUST 6, 2026 Exhibit 99.1 Pinnacle Acquisition Corporation Announces Pricing of $200 Million Initial Public Offering Palm Beach, FL, Aug. 06, 2026 (GLOBE NEWSWIRE) -- Pinnacle Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”) and trade under the ticker symbol “PNAQ. U” beginning August 7, 2026. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination. The Class A ordinary shares and rights comprising the units are expected to begin separate trading no later than the 52nd day following this date. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the NYSE under the symbols “PNAQ” and “PNAQ. RT,” respectively. Santander and CIBC Capital Markets are acting as joint book-running managers. The Company has granted the underwriters a 45-day opt…

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EX-99.2 (by filename) ea030130801ex99-2.htm

EX-99.2 12 ea030130801ex99-2.htm PRESS RELEASE, DATED AUGUST 10, 2026 Exhibit 99.2 Pinnacle Acquisition Corporation Completes $200 Million Initial Public Offering Palm Beach, FL, Aug. 10, 2026 (GLOBE NEWSWIRE) - Pinnacle Acquisition Corporation (the “Company”) announced today the closing of its initial public offering of 20,000,000 units, at a price of $10.00 per unit, resulting in gross proceeds of $200,000,000. The units began trading on the New York Stock Exchange (the “NYSE”) on August 7, 2026 under the ticker symbol “PNAQ. U”. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination. The Class A ordinary shares and rights comprising the units are expected to begin separate trading no later than the 52nd day following this date. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the NYSE under the symbols “PNAQ” and “PNAQ. RT,” respectively. Santander and CIBC Capital Markets acted as joint book-running managers. The Company has granted the un…

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Pinnacle Acquisition Corporation

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