Contract analysis

I. INTRODUCTION AND EXECUTIVE SUMMARY A. Purpose of Memorandum This Closing Memorandum has been prepared by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") as counsel to Skybridge Fintech Ltd. ("Skybridge" or "SBF") in connection with the de-SPAC business combination (the "Transaction") with Pinnacle Growth Acquisition Corp. ("Pinnacle" or "PGAC"). The Transaction closed on July 21, 2025 (the "Closi

II. PARTIES TO THE TRANSACTION A. Target / Client — Skybridge Fintech Ltd. Skybridge Fintech Ltd. is a Delaware corporation, EIN 83-2471560, with its principal executive offices located at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801, and its primary engineering and product development office located at 450 Folsom Street, 7th Floor, San Francisco, California 94105. Skybridge was incorporated in the Stat

III. ADVISORS AND SERVICE PROVIDERS A. Skybridge Advisors Legal Counsel: Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004 • James Prentice — Responsible Partner, Mergers & Acquisitions • Sandra Tung — Billing Partner, Mergers & Acquisitions • Naomi Petersen — Lead Associate, Mergers & Acquisitions • Ryan Kowalski — Working Associate, Mergers & Acquisitions • Leonard Cross — Specialist P

IV. SATISFACTION OF CLOSING CONDITIONS The closing of the Transaction was conditioned upon the satisfaction or waiver of certain conditions precedent set forth in Article VII of the BCA. This Section IV summarizes each such condition and confirms its satisfaction as of the Closing Date. A. Mutual Closing Conditions The following conditions were required to be satisfied (or waived) for the benefit of both Pinnacle and

1. SEC Effectiveness of Form S-4. The Registration Statement on Form S-4 (File No. 333-294817) was declared effective by the Securities and Exchange Commission (the "SEC") on June 16, 2025. As of the Closing Date, no stop order suspending the effectiveness of the Form S-4 had been issued by the SEC, and no proceedings for that purpose had been initiated or threatened by the SEC. This condition was satisfied.

2. PGAC Shareholder Approval. The proposals submitted to the shareholders of Pinnacle in connection with the Transaction were approved at the Extraordinary General Meeting of Pinnacle held on July 18, 2025. Specifically, the business combination proposal, the domestication proposal, the charter amendment proposal, the advisory governance proposals, the Nasdaq proposal, the equity incentive plan proposal, and the adjo

3. No Material Adverse Effect. Each of Pinnacle and Skybridge delivered officer's certificates at closing confirming that no event, change, effect, development, condition, or occurrence constituting a "Material Adverse Effect" (as defined in the BCA) with respect to such party had occurred since the date of the BCA (April 14, 2025). This condition was satisfied.

4. No Legal Impediment. As of the Closing Date, no temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other governmental authority, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, was in effect that would have had the effect of preventing, restraining, prohibiting, or otherwise mak

5. Nasdaq Listing Approval. Nasdaq approved the listing of the shares of common stock of the Combined Company to be issued in connection with the merger and the PIPE investment. The listing application was submitted on May 5, 2025, and Nasdaq approval was received prior to the Closing Date. The Combined Company's common stock was approved for listing under the new ticker symbol "SBFT." This condition was satisfied. B

1. Representations and Warranties of Skybridge. The representations and warranties of Skybridge contained in the BCA were true and correct in all respects (subject to applicable materiality and Material Adverse Effect qualifiers) as of the date of the BCA and as of the Closing Date as though made on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in

2. Performance of Covenants. Skybridge had performed in all material respects all obligations and covenants required to be performed by it under the BCA at or prior to the Closing Date. This condition was satisfied.

3. Officer's Certificate. Skybridge delivered an Officer's Certificate, executed by Priya Chandrasekaran (CEO) and Marcus Ellingham (CFO), dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in paragraphs 1 and 2 above (Tab 9). This condition was satisfied.

4. Secretary's Certificate. Skybridge delivered a Secretary's Certificate, attaching and certifying the following: (i) the certificate of incorporation of Skybridge, (ii) the bylaws of Skybridge, (iii) resolutions of the board of directors of Skybridge authorizing and approving the Transaction and the execution and delivery of the BCA and all ancillary agreements, and (iv) incumbency certificates for the officers of

5. FIRPTA Certificate. Skybridge delivered a certificate complying with Treasury Regulation Section 1.1445-2(c)(3), certifying that Skybridge is not, and has not been during the relevant period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code") (Tab 13). This condition was satisfied.

6. Good Standing Certificates. Good standing certificates were obtained for Skybridge from the Delaware Secretary of State and from the secretary of state (or equivalent authority) of each state in which Skybridge was qualified to do business as a foreign corporation (Tab 15). This condition was satisfied.

7. Payoff of Velthorn Commerce Bank Facility. The outstanding balance under Skybridge's revolving credit facility with Velthorn Commerce Bank, N.A., in the amount of $18,500,000, was paid off at closing. A payoff letter was delivered by Velthorn Commerce Bank, N.A., which included wire instructions, a UCC-3 termination statement, and releases of all liens and security interests securing the indebtedness under the Cre

8. R&W Insurance Policy. The representations and warranties insurance policy was issued by Clarendon Mutual Underwriters, Ltd. (Policy No. CLM-2025-SPAC-04471) with a coverage limit of $45,000,000 and a retention of $4,500,000 (Tab 22). The premium was paid at closing. This condition was satisfied.

9. D&O Tail Policy. The directors' and officers' liability tail insurance policy was bound by Marlowe Asset Management Specialty Insurance Co. (Policy No. VSI-DO-2025-88320) effective as of the Closing Date, providing coverage for pre-closing acts and omissions of directors and officers of Skybridge (Tab 23). This condition was satisfied. C. Conditions to Skybridge's Obligations The following conditions were required

1. Representations and Warranties of Pinnacle and Merger Sub. The representations and warranties of Pinnacle and Merger Sub contained in the BCA were true and correct in all respects (subject to applicable materiality and Material Adverse Effect qualifiers) as of the date of the BCA and as of the Closing Date. This condition was satisfied.

2. Performance of Covenants. Each of Pinnacle and Merger Sub had performed in all material respects all obligations and covenants required to be performed by them under the BCA at or prior to the Closing Date. This condition was satisfied.

3. Officer's Certificate. Pinnacle delivered an Officer's Certificate, executed by Jonathan Mercer (CEO) and Elaine Stratford (CFO), dated as of the Closing Date, certifying as to the satisfaction of the foregoing conditions (Tab 11). This condition was satisfied.

4. Domestication Completed. The Domestication of Pinnacle from the Cayman Islands to the State of Delaware was completed prior to the Effective Time. The Certificate of Domestication pursuant to Section 388 of the DGCL and the Certificate of Incorporation of Pinnacle (as a Delaware corporation) were filed with the Secretary of State of the State of Delaware on July 21, 2025 (Tabs 16 and 17). This condition was satisf

5. Minimum Cash Condition. The "Available Cash" (as defined in the BCA) at the Closing Date was required to equal or exceed $200,000,000. As detailed in Section IV.D below, the Minimum Cash Condition was satisfied. This condition was satisfied.

6. Trust Disbursement. The trust disbursement was effected by Glenridge National Bank, N.A. on the Closing Date, with funds released from the trust account and applied in accordance with the Funds Flow Memorandum (Tab 44). This condition was satisfied.

7. PIPE Funding. All four PIPE investors funded their respective subscription commitments in full on the Closing Date, for aggregate PIPE proceeds of $150,000,000. This condition was satisfied.

8. Registration Rights Agreement. The Registration Rights Agreement was duly executed and delivered by all parties thereto at closing, providing for, among other things, shelf registration rights, demand registration rights, and piggyback registration rights for the benefit of the Sponsor, former Skybridge shareholders, and the PIPE Investors (Tab 7). This condition was satisfied.

9. Earnout Agreement. The Earnout Agreement was duly executed and delivered by all parties thereto at closing, setting forth the terms and conditions under which the Earnout Shares would be issuable to former Skybridge shareholders (Tab 8). This condition was satisfied. D. Minimum Cash Condition — Calculation The BCA required that, as a condition to Skybridge's obligation to close, the "Available Cash" at closing equ

V. TRANSACTION DOCUMENTS — EXECUTED AND DELIVERED This Section V catalogues all material transaction documents executed and delivered in connection with the Transaction. Each document is assigned a tab number corresponding to its location in the closing binder. A. Core Transaction Agreements (Signed April 14, 2025) The following core transaction agreements were negotiated by the parties and their respective counsel,

VI. SEC FILINGS A. Pre-Closing SEC Filings The following SEC filings were made by or on behalf of Pinnacle in connection with the Transaction prior to the Closing Date: B. Closing / Post-Closing SEC Filings

VII. TAX DOCUMENTS AND OPINIONS The following tax-related documents and memoranda were prepared and delivered in connection with the Transaction:

VIII. WIRE TRANSFER CONFIRMATIONS AND FUNDS FLOW A. Funds Flow Summary The closing of the Transaction involved the disbursement of funds from multiple sources and the payment of various obligations and expenses. The closing funds flow was coordinated by Calderwood & Harkness LLP, Ashland Burke & Thayer LLP, and Glenridge National Bank, N.A. (as trust custodian and paying agent), with all wires executed on the Closing

IX. NASDAQ LISTING CONFIRMATION The listing of the shares of common stock of the Combined Company on The Nasdaq Stock Market LLC was a condition to the closing of the Transaction. The key events and milestones related to the Nasdaq listing are summarized as follows: Listing Application. The Nasdaq listing application for the Combined Company was submitted on May 5, 2025. The application sought approval for the listin

X. PRO FORMA CAPITALIZATION AT CLOSING A. Share Issuances at Closing The following table summarizes the shares issued and outstanding as of the Closing Date (subject to actual redemption and backstop figures): Note: The foregoing table excludes the following securities that are outstanding but not included in the fully diluted share count for purposes of this table: (i) 8,000,000 Private Placement Warrants held by th

XI. KEY DEAL TERMS — SUMMARY REFERENCE The following is a summary of the key economic and legal terms of the Transaction for reference purposes:

XII. DUE DILIGENCE — SUMMARY OF COMPLETED DELIVERABLES This Section XII summarizes the due diligence work undertaken by Calderwood & Harkness LLP on behalf of Skybridge in connection with the Transaction. The due diligence period commenced on February 10, 2025 and concluded on March 28, 2025. The diligence effort was led by Naomi Petersen (Lead Associate) and Ryan Kowalski (Working Associate) under the supervision of

XIII. ENGAGEMENT AND ADMINISTRATIVE MATTERS Calderwood & Harkness LLP was retained by Skybridge Fintech Ltd. pursuant to an engagement letter dated January 9, 2025 (Tab 49). The engagement letter identified the client as Skybridge Fintech Ltd. and designated the following personnel: • Responsible Partner: James Prentice (Mergers & Acquisitions) • Billing Partner: Sandra Tung (Mergers & Acquisitions) The scope of Cald

XIV. CLOSING BINDER INDEX The closing binder consists of ten volumes, organized as follows: Volume I — Transaction Agreements Volume II — Closing Certificates and Deliverables Volume III — Corporate and Governance Documents Volume IV — Insurance Policies Volume V — SEC Filings Volume VI — Tax Documents Volume VII — Due Diligence Memoranda Volume VIII — Financial and Valuation Materials Volume IX — Wire Transfers and

XV. EXHIBITS The following exhibits are attached to this Closing Memorandum: Exhibit A: Wire Transfer Confirmation Copies Copies of all wire transfer confirmations for disbursements made on the Closing Date, including trust disbursement wires, PIPE funding wires, payoff wires, deferred underwriting commission wires, and all professional fee and insurance premium payment wires. Reference numbers and amounts are set fo

XVI. CONCLUSION All conditions to the closing of the Transaction under the Business Combination Agreement, dated as of April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., were duly satisfied or waived as of July 21, 2025. No conditions were waived. The merger of Pinnacle Merger Sub Inc. with and into Skybridge Fintech Ltd. became effective upon the filing of