Contract analysis

1. The Business Combination Proposal — to approve the Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle, Pinnacle Merger Sub Inc. ("Merger Sub"), and Skybridge Fintech Ltd. ("Skybridge"), and the transactions contemplated thereby, including the merger of Merger Sub with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the domesticated Pinnacle (the "Business

2. The Domestication Proposal — to approve the domestication of Pinnacle from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware (the "Domestication Proposal");

3. The Charter Proposal — to approve the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc., to be effective upon the Domestication and the closing of the Business Combination (the "Charter Proposal");

4. The Governance Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the proposed Amended and Restated Certificate of Incorporation, presented separately in accordance with SEC requirements (the "Governance Proposals");

5. The Director Election Proposal — to elect directors of the combined company to serve on the board of directors of Skybridge Fintech Holdings, Inc. following the closing of the Business Combination (the "Director Election Proposal");

6. The Incentive Plan Proposal — to approve the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. (the "Incentive Plan Proposal");

7. The ESPP Proposal — to approve the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc. (the "ESPP Proposal"); and

8. The Adjournment Proposal — to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more of the Proposals (the "Adjournment Proposal"). Each of the Business Combination Proposal, the D

1. To consider and vote upon a proposal to approve the Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle, Pinnacle Merger Sub Inc. and Skybridge Fintech Ltd., and the transactions contemplated thereby (the "Business Combination Proposal");

2. To consider and vote upon a proposal to approve the domestication of Pinnacle from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware (the "Domestication Proposal");

3. To consider and vote upon a proposal to approve the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. (the "Charter Proposal");

4. To consider and vote upon proposals to approve, on a non-binding advisory basis, certain governance provisions in the proposed Amended and Restated Certificate of Incorporation (the "Governance Proposals");

5. To consider and vote upon a proposal to elect directors of the combined company (the "Director Election Proposal");

6. To consider and vote upon a proposal to approve the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. (the "Incentive Plan Proposal");

7. To consider and vote upon a proposal to approve the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc. (the "ESPP Proposal"); and

8. To consider and vote upon a proposal to approve the adjournment of the Extraordinary General Meeting, if necessary, to permit further solicitation of proxies (the "Adjournment Proposal"). The Pinnacle Board has fixed the close of business on [●], 2025 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Extraordinary General Meeting and any adjournments or postponemen

1. Domestication. Immediately prior to the Merger Effective Time, Pinnacle will deregister as a Cayman Islands exempted company and domesticate as a Delaware corporation under Section 388 of the DGCL, and will change its name to "Skybridge Fintech Holdings, Inc."

2. Merger. At the Merger Effective Time, Merger Sub will merge with and into Skybridge, with Skybridge surviving the merger as a wholly owned subsidiary of Skybridge Fintech Holdings, Inc.

3. Merger Consideration. At the Merger Effective Time, each outstanding share of common stock of Skybridge will be cancelled and converted into the right to receive a number of shares of common stock of the Combined Company equal to such holder's pro rata portion of the aggregate merger consideration of 45,000,000 shares, based on a per-share value of $10.00, implying an enterprise value of $450,000,000.

4. Earnout. In addition to the merger consideration, the former shareholders of Skybridge will be entitled to receive up to 5,000,000 additional earnout shares, issuable in two equal tranches based on the achievement of certain VWAP targets following the closing.

5. Post-Closing Governance. Following the closing, the Combined Company will be governed by its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and its common stock will be listed on Nasdaq under the ticker symbol "SBFT." The PIPE Investment Concurrent with the execution of the Business Combination Agreement, Pinnacle entered into PIPE Subscription Agreements with four institutional