Entry into a Material Definitive Agreement · Other Events
Item 1.01. Entry into a Material Definitive Agreement. On August 14, 2026, Pinnacle Acquisition Corporation (the “Company”) entered into a First Amendment (the “Underwriting Agreement Amendment”) to the Underwriting Agreement, dated August 6, 2026 (the “Original Underwriting Agreement”), by and between the Company and Santander US Capital Markets LLC, as representative (the “Representative”) of th…
Filed Aug 14, 2026Accepted Aug 14, 2026, 4:45 PM EDTCIK 2123955Accession 0001213900-26-090210
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.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
On
August 14, 2026, Pinnacle Acquisition Corporation (the “Company”) entered into a First Amendment (the “Underwriting
Agreement Amendment”) to the Underwriting Agreement, dated August 6, 2026 (the “Original Underwriting Agreement”), by
and between the Company and Santander US Capital Markets LLC, as representative (the “Representative”) of the several underwriters
named therein, relating to the Company’s initial public offering (the “IPO”).
The
Underwriting Agreement Amendment amends Section 3(c) of the Original Underwriting Agreement to provide that the deferred underwriting
discount of $0.30 per Unit (as defined below) shall not accrue or be payable with respect to the aggregate of 2,250,000 Units purchased
in the IPO by Steven K. Hudson and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, each a co-managing member of PAC Sponsor,
LLC (the “Sponsor”), the Company’s sponsor (or their respective permitted transferees). As a result, the maximum deferred
discount payable is $5,325,000 in the aggregate (or up to $6,225,000 in the aggregate if the underwriters purchase the over-allotment
option in full).
The foregoing description of the Underwriting Agreement Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement Amendment, a copy
of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01.
Other Events.
On
August 10, 2026, the Company consummated its IPO
of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per
share (the “Class A Ordinary Shares”), 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 Units were sold at a price of $10.00 per Unit, generating gross proceeds to the
Company of $200,000,000.
Simultaneously
with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 225,000 units
(the “Private Placement Units”) to the Sponsor, at a purchase price of $10.00 per Private
Placement Unit, generating gross proceeds to the Company of $2,250,000.
A
total of $200,000,000 (which amount includes up to $6,000,000 in the aggregate of the underwriters’ deferred underwriting commissions),
or $10.00 per Unit, comprised of $199,750,000 of the net proceeds from the IPO and $250,000 of the proceeds of the sale of the Private
Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An
audited balance sheet as of August 10, 2026 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued
by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Filed exhibits (1)
EX-99.1 (by filename) ea030178901ex99-1.htm
EX-99.1
3
ea030178901ex99-1.htm
AUDITED BALANCE SHEET AS OF AUGUST 10, 2026
Exhibit 99.1
Pinnacle Acquisition Corporation
INDEX TO FINANCIAL STATEMENT
Page
Financial Statement of Pinnacle Acquisition Corporation:
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet as of August 10, 2026 F-3
Notes to Financial Statement F-4
F-1
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Pinnacle Acquisition Corporation:
Opinion on the Financial Statement
We have audited the accompanying balance
sheet of Pinnacle Acquisition Corporation (the “Company”) as of August 10, 2026, and the related notes (collectively
referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects,
the financial position of the Company as of August 10, 2026, in conformity with accounting principles generally accepted in the United States
of America.
Basis for Opinion
This financial statement is the responsibility
of the Company’s mana…