Beneficial Ownership Report · SCHEDULE 13D/A
Pinnacle Acquisition Corporation
PNAQNYSEEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- Pinnacle Acquisition Corp
- Company CIK
- 0002123955
- Street
- 375 South County Road, Suite 220
- City
- Palm Beach
- State / country code
- FL
- Postal code
- 33480
Statement details
- Amendment number
- 1
- Security class
- Class A Ordinary Shares, $0.0001 par value
- Event date
- 09/21/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- Steven K. Hudson
- Phone
- (561) 309-3447
- Street
- 375 South County Road, Suite 220
- City
- Palm Beach
- State / country code
- FL
- Postal code
- 33480
Reporting person 1
- Name
- PAC Sponsor, LLC
- Reporting person CIK
- 0002148398
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- OO
- Source of funds code
- WC
- Legal proceedings indication
- N
- Aggregate amount owned
- 5,225,000.00
- Percent of class
- 20.71
- Sole voting power
- 5,225,000.00
- Shared voting power
- 0.00
- Sole dispositive power
- 5,225,000.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
- Comments
- (1) Includes 225,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 5,000,000 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-297618). The 225,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one-eighth (1/8) of a Class A Ordinary Share upon the consummation of an initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between PAC Sponsor, LLC (the "Sponsor") and the Issuer. Steven K. Hudson, Chairman and Chief Executive Officer of the Issuer, and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, a director of the Issuer, are the co-managing members of the Sponsor and control the management of the Sponsor, including the exercise of voting and investment discretion over the securities held by the Sponsor. Mr. Hudson disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Item 1
Issuer
Pinnacle Acquisition Corp
Security title
Class A Ordinary Shares, $0.0001 par value
Principal address
Comment
Explanatory Note This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 17, 2026 (the "Schedule 13D") relating to the Class A Ordinary Shares and Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares of the Issuer. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4
Purpose of transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On September 21, 2026, 750,000 Class B Ordinary Shares were surrendered for no consideration by the Sponsor and cancelled by the Issuer, pursuant to contractual arrangements under the Founder Share Purchase Agreement with the Issuer, because the underwriters did not exercise their over-allotment option.
Item 5
Number of shares
The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Person (on the basis of a total of 25,225,000 Ordinary Shares, including 20,225,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares outstanding, as of September 21, 2026) are as follows: Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 5,225,000 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 5,225,000 iv. Shared power to dispose or to direct the disposition of: 0 Steven K. Hudson, Chairman and Chief Executive Officer of the Issuer, and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, a director of the Issuer, are the co-managing members of the Sponsor and control the management of the Sponsor, including the exercise of voting and investment discretion over the securities held by the Sponsor. Mr. Hudson and AVR Capital Holdings, LLC each disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Transactions
The Reporting Person has not effected any transactions of the Issuer's Ordinary Shares during the 60 days preceding the date of this report, except as described in Items 4 and 6 of this Amendment No.1 which information is incorporated herein by reference.
Percentage of class
Item 5(a) - (c) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Person (on the basis of a total of 25,225,000 Ordinary Shares, including 20,225,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares outstanding, as of September 21, 2026) are as follows: Amount beneficially owned: 5,225,000 Percentage: 20.71%
Item 6
Contracts and arrangements
Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: The responses to Items 4 and 5 of this Amendment No. 1 are incorporated by reference into this Item 6.
Signature 1
- Reporting person
- PAC Sponsor, LLC
- Signed
- /s/ Steven K. Hudson
- Title
- Steven K. Hudson, Co-Managing Member
- Date
- 09/23/2026
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.