Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / good-standing-certificate-request-list.docx
good-standing-certificate-request-list.docx
High · 1
Medium · 1
Standard · 4
I. Purpose and Background
I. Purpose and Background This memorandum sets forth the complete list of good standing certificates (also known, depending on the issuing jurisdiction, as certificates of existence, certificates of status, certificates of fact, or certificates of legal existence) that must be obtained for Skybridge Fintech Ltd. (the "Company" or "Skybridge") in connection with the closing of the business combination (the "Business C
II. General Instructions
Standard
⚑ Commercial term
II. General Instructions A. Ordering Protocol All certificates should be ordered through Calderwood & Harkness LLP's corporate services team, which maintains established relationships with state filing offices and third-party service companies in each of the relevant jurisdictions. The corporate services team will coordinate directly with the applicable Secretary of State offices (or equivalent filing authorities) an
III. Certificate Request Schedule
Standard
⚑ Commercial term
III. Certificate Request Schedule The following schedule sets forth the detailed ordering instructions for each good standing certificate required in connection with the closing of the Business Combination. The schedule is organized by the Company's state of incorporation (Delaware) followed by each state in which the Company is qualified to do business as a foreign corporation (the "Qualification States"). The list
IV. Summary Table — All Certificates
Standard
⚑ Commercial term
IV. Summary Table — All Certificates The following consolidated table sets forth all good standing certificates to be ordered in connection with the closing of the Business Combination. This table will serve as the primary tracking document for the certificate procurement process and should be updated as certificates are ordered, received, and reviewed. Note regarding estimated total fees: The estimated fees shown in
V. Pre-Order Verification Steps
V. Pre-Order Verification Steps Before any certificate orders are placed, the following verification steps must be completed to ensure that the Company is in compliance with all filing and tax requirements in each jurisdiction and that certificates will be issued without delay. Failure to complete these verification steps in advance of ordering could result in a certificate request being rejected or delayed, which co
1. Franchise Tax and Annual Report Compliance. Calderwood & Harkness LLP requests that Ter
Medium
⚑ Liability cap to check against exposure
1. Franchise Tax and Annual Report Compliance. Calderwood & Harkness LLP requests that Teresa Okafor, in coordination with Marcus Ellingham (Chief Financial Officer), confirm that all state franchise taxes, annual reports, business registration filings, and any other periodic filings required by each jurisdiction are current and have been timely filed for all applicable filing periods through the date of the certific
2. Registered Agent Confirmation. Calderwood & Harkness LLP will verify that the Company's
Standard
⚑ Commercial term
2. Registered Agent Confirmation. Calderwood & Harkness LLP will verify that the Company's registered agent in each state is active, authorized, and in good standing with the relevant filing authority. A lapse in registered agent status can, in certain jurisdictions, result in the administrative dissolution or revocation of the entity's qualification to do business, which would prevent the issuance of a good standing
3. Entity Name Verification. Calderwood & Harkness LLP will confirm the exact legal name u
3. Entity Name Verification. Calderwood & Harkness LLP will confirm the exact legal name under which the Company is qualified in each state. In most jurisdictions, the Company is qualified under its legal name, "Skybridge Fintech Ltd." However, it is possible that the Company may have filed under a slightly different name in one or more jurisdictions (for example, due to name availability restrictions at the time of
VI. Additional Certificates to Consider
VI. Additional Certificates to Consider A. Pinnacle Growth Acquisition Corp. For the avoidance of doubt, good standing certificates for Pinnacle Growth Acquisition Corp. and Pinnacle Merger Sub Inc. are the responsibility of SPAC counsel, Ashland Burke & Thayer LLP, and are not included in this request list. Specifically: • PGAC — Cayman Islands Certificate of Good Standing: As a Cayman Islands exempted company, PGAC
VII. Timeline and Action Items
VII. Timeline and Action Items The following timeline sets forth the key milestones and action items for the procurement of good standing certificates in connection with the closing of the Business Combination. All dates are based on the Projected Closing Date of July 21, 2025 and are subject to adjustment if the closing date is changed.
VIII. Contact Information for Coordination
VIII. Contact Information for Coordination The following individuals are the primary points of contact for the good standing certificate procurement process: Calderwood & Harkness LLP: Ryan Kowalski, Counsel 125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 555-4100 Email: rkowalski@calderwoodharkness.com Naomi Petersen, Lead Associate 125 Broad Street, 40th Floor New York, New York 10004 Email:
IX. Closing Note
High
⚑ Non-compete / exclusivity restraint
IX. Closing Note This request list is a working document and will be updated on a rolling basis as certificates are ordered, received, and reviewed by the Calderwood & Harkness LLP deal team. An updated version of this memorandum (or, as applicable, the summary tracking table in Section IV) will be circulated to the distribution list periodically and upon the occurrence of any material development in the certificate