Contract analysis

I. Introduction and Purpose As you know, this firm represents Skybridge Fintech Ltd. ("Skybridge" or the "Company") in connection with the proposed de-SPAC business combination with Pinnacle Growth Acquisition Corp. ("Pinnacle" or "PGAC"). The purpose of this letter is to provide you and your team at Ashland Burke & Thayer LLP ("ABT") with a comprehensive status update on the satisfaction of the closing conditions se

II. SEC Registration Statement — Form S-4 (File No. 333-294817) A. Initial Filing The Registration Statement on Form S-4 (SEC File No. 333-294817; CIK 0001948372) was initially filed with the Securities and Exchange Commission (the "SEC") on April 28, 2025. The Form S-4 contains the proxy statement/prospectus (the "Proxy Statement/Prospectus") to be furnished to shareholders of PGAC in connection with the PGAC extrao

III. Nasdaq Listing Application The listing application for the Combined Company's Class A common stock and public warrants was submitted to The Nasdaq Stock Market LLC ("Nasdaq") on May 5, 2025. Following the closing of the business combination and the domestication, the Combined Company's shares are expected to trade on Nasdaq under the ticker symbol "SBFT," replacing the current PGAC, PGACU, and PGACW tickers. As

IV. PGAC Extraordinary General Meeting — Shareholder Vote The EGM of PGAC is projected to be held on July 18, 2025, which is approximately thirty (30) calendar days after the anticipated mailing date of the definitive Proxy Statement/Prospectus. Under the BCA, approval of the business combination by PGAC's shareholders is a closing condition, requiring adoption by ordinary resolution (i.e., a simple majority of the v

V. Domestication As contemplated by the BCA, Pinnacle will re-domicile from the Cayman Islands to the State of Delaware pursuant to Section 388 of the DGCL and the applicable provisions of the Cayman Islands Companies Act (As Revised) immediately prior to the merger effective time (the "Domestication"). The Certificate of Domestication and the Certificate of Incorporation to be filed with the Delaware Secretary of St

Section 8.3(d) of the BCA provides that, as a condition to Skybridge's obligation to consummate the merger, the Combined Company shall have no less than $200,000,000 of Available Cash at the closing. As defined in the BCA, "Available Cash" means the sum of (i) the proceeds held in the trust account established by Pinnacle at the time of its initial public offering (net of shareholder redemptions), plus (ii) the aggre

VII. Status of Ancillary Agreements and Closing Deliverables A. Fully Executed Agreements (Status: Complete) The following agreements and documents have been fully executed and delivered as of the date of this letter:

1. Business Combination Agreement — executed as of April 14, 2025, among Pinnacle, Merger Sub, and Skybridge.

2. Sponsor Support Agreement — executed as of April 14, 2025, by Ridgeway Capital Holdings LLC. As noted above, the Sponsor Support Agreement includes the Sponsor's voting commitment, share forfeiture provisions (500,000 Class B shares at closing, with an additional 500,000 if redemptions exceed 75% of public shares), waiver of anti-dilution protections, a twelve (12)-month lock-up on founder shares, and a thirty (30

3. Company Stockholder Support Agreement — executed as of April 14, 2025, by Harborview Partners, Atlas Horizon Ventures Fund II, LP, and Priya Chandrasekaran.

4. Lock-Up Agreement — executed as of April 14, 2025, applicable to the following Skybridge insiders: Priya Chandrasekaran, Marcus Ellingham, Teresa Okafor, Daniel Hsiao, Harborview Partners, and Atlas Horizon Ventures Fund II, LP, as well as the Sponsor. The Lock-Up Agreement provides for a one hundred eighty (180)-day lock-up period applicable to shares received by Skybridge insiders in the merger, subject to custo

5. PIPE Subscription Agreements — all four (4) subscription agreements fully executed with Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC.

6. Non-Redemption/Backstop Agreement — executed as of April 14, 2025, with Velthryn Strategic Investments, LP. The backstop commitment is for up to 5,000,000 shares at $10.25 per share ($51,250,000 maximum), with incentive shares equal to 10% of backstop shares actually purchased.

7. Form 8-K — the Current Report on Form 8-K announcing the execution of the BCA was filed with the SEC on April 14, 2025. B. Agreements in Form / To Be Executed at Closing The following agreements are in substantially agreed form and are expected to be executed at closing:

1. Registration Rights Agreement. The form of Registration Rights Agreement is in substantially agreed form and will be executed at closing by Skybridge Fintech Holdings, Inc., the Sponsor, certain former Skybridge shareholders, and the PIPE investors. The Registration Rights Agreement provides for shelf registration on Form S-1 (or, when available, Form S-3), demand registration rights (up to three (3) demands per a

2. Earnout Agreement. The form of Earnout Agreement has been substantially agreed and will be executed at closing. The Earnout Agreement provides for the issuance of up to 5,000,000 additional shares of Class A common stock to former Skybridge shareholders, allocated as follows: • Tranche 1: 2,500,000 shares issuable if the volume-weighted average price ("VWAP") of the Combined Company's Class A common stock equals o

1. Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. — The form of certificate of incorporation is in substantially final form and will be filed with the Delaware Secretary of State at the closing. The certificate provides for, among other things, authorized capital stock consisting of 500,000,000 shares of Class A common stock, par value $0.0001 per share, and 50,000,000 shares of

2. Amended and Restated Bylaws of Skybridge Fintech Holdings, Inc. — The form of bylaws is in substantially final form and will become effective at closing. The bylaws include provisions governing the conduct of board and stockholder meetings, advance notice requirements for stockholder proposals and director nominations, and forum selection provisions designating the Court of Chancery of the State of Delaware as the

3. Certificate of Domestication and Certificate of Incorporation (Domestication) — As discussed in Section V above, these documents are in substantially final form and will be filed in connection with the Domestication immediately prior to the merger effective time. D. Closing Certificates and Deliverables — Outstanding Items The following closing deliverables remain outstanding and are in various stages of preparati

1. Officer's Certificate (Skybridge). The form of the officer's certificate required to be delivered by Skybridge at closing pursuant to Section 8.2(a) of the BCA has been prepared and will be executed by Priya Chandrasekaran, Chief Executive Officer, and Marcus Ellingham, Chief Financial Officer, at closing. The officer's certificate will certify that (i) the representations and warranties of Skybridge set forth in

2. Secretary's Certificate (Skybridge). The form of the secretary's certificate has been prepared and will attach copies of the certificate of incorporation and bylaws of Skybridge (as in effect immediately prior to the merger effective time), certified copies of resolutions of the board of directors of Skybridge authorizing and approving the BCA and the transactions contemplated thereby, the written consent of the C

3. Payoff Letter from Velthorn Commerce Bank, N.A. A payoff letter must be obtained from Velthorn Commerce Bank, N.A. (the "Velthorn Payoff Letter") prior to closing in connection with the payoff and termination of the outstanding revolving credit facility balance of approximately $18,500,000 under the Credit Agreement dated March 22, 2023, among Skybridge, as borrower, and Velthorn Commerce Bank, N.A., as administra

4. FIRPTA Certificate. The form of the FIRPTA certificate has been prepared for delivery at closing pursuant to Treasury Regulation § 1.1445-2(c)(3). The certificate will confirm that Skybridge is not, and has not been at any time during the applicable period described in Section 897(c)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended (the "Code"), a "United States real property holding corporation" within

5. Good Standing Certificates. Requests for certificates of good standing (or equivalent certificates of status or existence) for Skybridge must be submitted to the Delaware Secretary of State and each state in which Skybridge is qualified to do business as a foreign corporation. We will coordinate the ordering of these certificates in the coming weeks and will ensure that the certificates are dated within thirty (30

6. Super 8-K (Closing Form 8-K). A draft of the Current Report on Form 8-K to be filed upon completion of the business combination (the "Super 8-K") is in preparation. The Super 8-K will report the completion of the merger, the Domestication, the closing of the PIPE investment, and the ticker change from PGAC to SBFT. In accordance with applicable SEC rules, the Super 8-K will include the shell company disclosures re

VIII. Insurance Matters A. Representations & Warranties Insurance A representations and warranties insurance policy (the "R&W Policy") has been bound with Clarendon Mutual Underwriters, Ltd. under Policy No. CLM-2025-SPAC-04471. The key terms of the R&W Policy are as follows: • Policy Limit: $45,000,000, representing approximately 10% of the implied deal value, which matches the indemnification cap under the BCA. • R

IX. Tax Matters Leonard Cross of our firm has completed a Tax Structure Memorandum (the "Tax Memo") analyzing the qualification of the business combination as a tax-free reorganization under Section 368(a)(1)(A) of the Code (and, with respect to the Domestication, under Sections 367(b) and 368(a)(1)(F) of the Code). The Tax Memo addresses the federal income tax consequences to each category of securityholder, includi

X. No Legal Impediment / No Material Adverse Effect

Section 8.1(a) of the BCA provides that no order, decree, or ruling of any governmental authority shall be in effect that restrains, enjoins, or otherwise prohibits the consummation of the business combination. As of the date of this letter, we are not aware of any pending or threatened legal proceeding, investigation, or governmental action that would constitute a legal impediment to the consummation of the business

XI. Summary of Key Conditions and Status For ease of reference, the following table summarizes the status of the principal closing conditions and related workstreams as of the date of this letter:

XII. Outstanding Action Items and Next Steps Based on the foregoing, we have identified the following outstanding action items and next steps, which we believe should be prioritized in the coming weeks to maintain the projected closing date of July 21, 2025:

1. Finalize and file Amendment No. 1 to Form S-4. Target filing date: June 2, 2025. Both C&H and ABT to circulate final draft responses to SEC comments by May 30, 2025.

2. Continue engagement with SEC Staff. Respond promptly to any additional Staff comments; target effectiveness date: June 16, 2025.

3. Mail definitive Proxy Statement/Prospectus. Target mailing date: June 18, 2025. Coordinate with Advantage Proxy Advisors, Inc. and Continental Registrars, Inc.

4. Finalize Nasdaq listing review. Monitor for any supplemental requests from Nasdaq and respond promptly; ensure compliance with initial listing standards.

5. Coordinate proxy solicitation. ABT to confirm solicitation strategy with Advantage Proxy Advisors, Inc., including any outreach to institutional holders and PGAC's public shareholders.

6. Order good standing certificates. Submit requests to the Delaware Secretary of State and each state of qualification for Skybridge; ensure certificates are dated within thirty (30) days of projected closing.

7. Obtain payoff letter from Velthorn Commerce Bank, N.A. Coordinate with Velthorn Commerce Bank's counsel to finalize the payoff letter, including wire instructions, UCC-3 termination statement, and lien release provisions.

8. Finalize and bind D&O tail policy. Coordinate with Marlowe Asset Management Specialty Insurance Co. and Teresa Okafor to finalize the application and bind the D&O Tail Policy at or immediately prior to closing.

9. Obtain final R&W insurance policy. Coordinate with Clarendon Mutual Underwriters, Ltd. to ensure the final R&W Policy is issued at closing.

10. Complete bring-down due diligence memorandum. Ryan Kowalski to circulate bring-down diligence to the deal team prior to closing.

11. Circulate closing checklist. A comprehensive closing checklist identifying all outstanding deliverables of all parties will be prepared and circulated no later than June 20, 2025.

12. Prepare and finalize Super 8-K. Draft to be circulated to ABT for review no later than July 7, 2025; file upon closing.

13. Coordinate Domestication filings. File Certificate of Domestication and Certificate of Incorporation with the Delaware Secretary of State; coordinate de-registration with the Cayman Islands Registrar of Companies and Harborstone Corporate Services Ltd.

14. Confirm Pinnacle-side deliverables. We request that ABT confirm the status of the Pinnacle officer's certificate, secretary's certificate, and any other Pinnacle-side closing deliverables.

15. Coordinate PIPE funding mechanics. Coordinate with Pemberton Zanthor & Co. (placement agent) and the four PIPE investors (Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC) on funding mechanics, wire instructions, and closing procedures.

16. Coordinate trust disbursement. Coordinate with Glenridge National Bank, N.A. on the mechanics for trust disbursement, including funding of shareholder redemptions, the deferred underwriting fee, and the Velthorn Commerce Bank payoff, all of which are to be funded from trust proceeds at closing.

XIII. Conclusion Based on the current trajectory of the workstreams described in this letter, we believe that all closing conditions set forth in the BCA can be satisfied on or before the projected closing date of July 21, 2025. This projected closing date falls well within the October 14, 2025 Outside Date and leaves ample time to address any unforeseen delays or issues that may arise in the interim period. We look