Contract analysis

I. INTRODUCTION AND PURPOSE Calderwood & Harkness LLP ("we," "our," "us," or "C&H") serves as legal counsel to Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), in connection with the proposed business combination (the "Business Combination") contemplated by that certain Business Combination Agreement, dated as of April 14, 2025 (the "BCA"), by and among Pinnacle Growth Acquisition Corp.,

II. DESCRIPTION OF THE TRANSACTIONS The following is a summary description of the principal transactions that are the subject of this opinion, based upon our review of the documents and materials described in Section III below. A. The Domestication Immediately prior to the Merger Effective Time (as defined in the BCA), Pinnacle will effect a domestication (the "Domestication") by re-domiciling from the Cayman Islands

III. DOCUMENTS REVIEWED AND FACTUAL ASSUMPTIONS A. Documents Reviewed In connection with the preparation of this opinion, we have reviewed originals, or copies certified or otherwise represented to us to be correct, of the following documents (collectively, the "Transaction Documents"):

1. Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd. (execution version);

2. Sponsor Support Agreement, dated as of April 14, 2025, by and between Ridgeway Capital Holdings LLC and Pinnacle Growth Acquisition Corp.;

3. Company Stockholder Support Agreement, dated as of April 14, 2025, by and among Harborview Partners, Atlas Horizon Ventures Fund II, LP, Priya Chandrasekaran, and Skybridge Fintech Ltd.;

4. Lock-Up Agreement, dated as of April 14, 2025, among the Combined Company and the parties identified therein;

5. Registration Rights Agreement (form attached as an exhibit to the BCA);

6. PIPE Subscription Agreements (forms attached as exhibits to the BCA, together with the schedule of PIPE Investors and their respective commitment amounts);

7. Non-Redemption / Backstop Agreement, dated as of April 14, 2025, by and between Velthryn Strategic Investments, LP and Pinnacle Growth Acquisition Corp.;

8. Earnout Agreement (form attached as an exhibit to the BCA);

9. Form of Certificate of Domestication and Certificate of Incorporation of Skybridge Fintech Holdings, Inc. (to be filed with the Secretary of State of the State of Delaware in connection with the Domestication);

10. Form of Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.;

11. Registration Statement on Form S-4 (File No. 333-294817; CIK No. 0001948372) initially filed with the SEC on April 28, 2025, as subsequently amended through the date hereof;

12. Tax Structure Memorandum, dated April 10, 2025, prepared by Leonard Cross, Specialist Partner, Tax, Calderwood & Harkness LLP;

13. Form of Officer's Certificate and Tax Representation Letter of Pinnacle Growth Acquisition Corp. (the "Pinnacle Representation Letter"), to be executed and delivered by Jonathan Mercer, Chief Executive Officer, and Elaine Stratford, Chief Financial Officer, of Pinnacle at or prior to the closing of the Business Combination (attached hereto as Exhibit B);

14. Form of Officer's Certificate and Tax Representation Letter of Skybridge Fintech Ltd. (the "Company Representation Letter"), to be executed and delivered by Priya Chandrasekaran, Chief Executive Officer, and Marcus Ellingham, Chief Financial Officer, of Skybridge at or prior to the closing of the Business Combination (attached hereto as Exhibit A); and

15. Such other documents, instruments, certificates, records, and materials as we have deemed relevant or necessary for purposes of rendering this opinion. B. Factual Assumptions and Representations In rendering this opinion, we have relied upon and assumed, without independent investigation or verification, the following: (a) The transactions contemplated by the BCA, including the Domestication and the Merger, will

IV. APPLICABLE LAW AND ANALYSIS A. Tax Treatment of the Domestication — Section 367(b) and Section 368(a)(1)(F)

1. Classification of the Domestication as a Section 368(a)(1)(F) Reorganization

Section 368(a)(1)(F) of the Code defines a "reorganization" to include "a mere change in identity, form, or place of organization of one corporation, however effected." A domestication by which a foreign corporation re-domiciles to become a domestic corporation — without any change in assets, liabilities, or equity ownership — is generally treated as a transaction described in Section 368(a)(1)(F). See Rev. Rul. 88-2

2. Section 367(b) Consequences — U.S. Holders of Pinnacle Because the Domestication involves the deemed transfer of assets from a foreign corporation (Pinnacle) to a domestic corporation (the Combined Company) in a transaction described in Section 368(a)(1)(F), the Domestication constitutes an "inbound" transaction subject to the provisions of Section 367(b) of the Code and the Treasury Regulations promulgated thereu

Section 367(b) provides that, in connection with certain exchanges described in Section 332, 351, 354, 355, 356, or 361 that involve a foreign corporation, the regulations promulgated by the Secretary shall include such adjustments to the basis of stock or securities and such other determinations as are necessary to prevent the importation of earnings and profits into the United States without appropriate recognition

3. Section 367(b) — Consequences for the Sponsor Ridgeway Capital Holdings LLC (Employer Identification Number: 87-1093847) is a Delaware limited liability company that holds 7,500,000 Class B Ordinary Shares (subject to forfeiture of 500,000 or up to 1,000,000 shares at closing pursuant to the Sponsor Support Agreement) and 8,000,000 private placement warrants. The Sponsor is classified as a partnership for U.S. fed

1. Qualification as a Reorganization The Merger is structured as a forward triangular merger. Specifically, Merger Sub (a direct, wholly owned subsidiary of the Combined Company, formed solely for the purpose of effecting the Merger) will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the Combined Company. In the Merger, the Skybridge stockholders will receive shares of Combin

Section 368(a)(1)(A) of the Code defines a "reorganization" to include a "statutory merger or consolidation." Section 368(a)(2)(D) extends this definition to cover a transaction in which a subsidiary of the acquiring corporation merges with and into the target, provided that the following requirements are met: (i) Substantially All of the Properties. The acquiring corporation (Merger Sub) must obtain substantially al

2. Continuity of Interest The "continuity of interest" requirement, as set forth in Treas. Reg. § 1.368-1(e), requires that, in substance, a sufficient portion of the value of the proprietary interest in the target be preserved through the receipt by the target's former shareholders of an equity interest in the acquiring (or, in the case of a triangular merger, the parent) corporation. In the Merger, the Skybridge st

3. Continuity of Business Enterprise The "continuity of business enterprise" requirement, as set forth in Treas. Reg. § 1.368-1(d), requires that the acquiring corporation (or, in the case of a triangular merger, the parent corporation or the target/surviving corporation) either (i) continue the target's historic business or (ii) use a significant portion of the target's historic business assets in a business. Follow

4. Business Purpose The "business purpose" requirement, as articulated in Treas. Reg. § 1.368-1(b), requires that a reorganization be motivated by a legitimate corporate business purpose and not be undertaken merely for the purpose of avoiding U.S. federal income taxes. The Merger has a valid business purpose — specifically, the Merger is designed to accomplish the following legitimate corporate objectives: (a) Provi

1. General Rule — Tax-Free Exchange Under Section 354(a)(1) of the Code, no gain or loss is recognized by a shareholder if stock in a corporation that is a party to a reorganization is exchanged solely for stock in another corporation that is also a party to the reorganization, in pursuance of the plan of reorganization. Because the Merger constitutes a reorganization within the meaning of Section 368(a)(1)(A) (by re

2. Earnout Shares The Earnout Shares (up to an aggregate of 5,000,000 shares of Combined Company Common Stock) constitute contingent stock consideration payable to the Skybridge stockholders in connection with the Merger, subject to the achievement of specified stock price milestones during the periods described in Section II.B above. The U.S. federal income tax treatment of contingent stock consideration in a reorga

3. Holders Who Exercise Appraisal Rights Under Section 262 of the DGCL, a stockholder of Skybridge who properly demands and perfects appraisal rights in connection with the Merger will be entitled to receive payment of the "fair value" of such stockholder's shares of Skybridge common stock as determined by the Delaware Court of Chancery, in lieu of receiving shares of Combined Company Common Stock in the Merger. To t

V. OPINION Based on the foregoing analysis, and subject in all respects to the assumptions, qualifications, limitations, and caveats set forth herein (including those set forth in Sections III and VI of this opinion), it is our opinion that: A. The Domestication

1. The Domestication will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and the Combined Company (Skybridge Fintech Holdings, Inc.) will be treated as the same entity as Pinnacle Growth Acquisition Corp. for U.S. federal income tax purposes.

2. U.S. holders of Pinnacle ordinary shares (including Class A Ordinary Shares and Class B Ordinary Shares) may be required to recognize gain (but not loss) on the exchange of Pinnacle ordinary shares for Combined Company Common Stock in the Domestication, or, alternatively, to include in income the "all earnings and profits amount" attributable to their Pinnacle ordinary shares, in each case under Section 367(b) of

3. The Merger will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(D) of the Code. Each of the Combined Company, Merger Sub, and Skybridge will be a "party to a reorganization" within the meaning of Section 368(b) of the Code.

4. A stockholder of Skybridge who exchanges all of its shares of Skybridge common stock solely for shares of Combined Company Common Stock in the Merger generally will not recognize gain or loss on such exchange, pursuant to Section 354(a)(1) of the Code.

5. A stockholder of Skybridge who receives Combined Company Common Stock in the Merger will have an aggregate adjusted tax basis in such Combined Company Common Stock equal to the aggregate adjusted tax basis of the Skybridge common stock surrendered in the exchange, pursuant to Section 358(a)(1) of the Code.

6. A stockholder of Skybridge who receives Combined Company Common Stock in the Merger will have a holding period for such Combined Company Common Stock that includes the period during which the stockholder held the Skybridge common stock surrendered in the exchange, provided that such Skybridge common stock was held as a capital asset at the time of the Merger, pursuant to Section 1223(1) of the Code. C. Combined Co

7. Neither the Combined Company nor Skybridge will recognize gain or loss as a result of the Merger.

8. The Combined Company will succeed to and take into account the tax attributes of Skybridge under Section 381(a) of the Code, subject to applicable limitations, including potential limitations under Section 382 of the Code.

VI. QUALIFICATIONS, LIMITATIONS, AND CAVEATS This opinion is subject to the following qualifications, limitations, and caveats:

1. Governing Law. This opinion is based on the Code, the Treasury Regulations promulgated thereunder, published administrative rulings and procedures of the IRS, and judicial decisions, in each case as in effect on the date hereof. All of the foregoing authorities are subject to change or differing interpretation at any time, possibly with retroactive effect, and any such change or differing interpretation could affe

2. Limited Scope — U.S. Federal Income Tax Only. This opinion addresses only the U.S. federal income tax consequences described herein. This opinion does not address any state, local, or non-U.S. tax consequences of the Domestication, the Merger, or any other transaction contemplated by the BCA. In addition, this opinion does not address any U.S. federal tax consequences other than those arising under Subtitle A (Inc

3. Reliance on Factual Assumptions and Representations. This opinion is based on the factual assumptions set forth in Section III.B above and the representations made to us in the Pinnacle Representation Letter and the Company Representation Letter (attached hereto as Exhibits B and A, respectively). We have not independently verified any such assumption or representation. If any such assumption or representation is

4. No Opinion on Holder-Specific Circumstances. This opinion does not address the U.S. federal income tax consequences of the Domestication or the Merger to any particular holder of Pinnacle ordinary shares, Pinnacle warrants, or Skybridge common stock. Without limiting the generality of the foregoing, this opinion does not address the tax consequences to holders who (a) are dealers or brokers in securities or curren

5. No Guarantee; No IRS Ruling. This opinion does not constitute a guarantee or assurance of any particular tax result. The conclusions expressed herein represent our best professional judgment as to the application of existing law to the transactions described herein, based on the facts and assumptions set forth above. No ruling has been or will be sought from the IRS with respect to any aspect of the Domestication

6. No Obligation to Update. This opinion is expressed as of the date hereof, and we undertake no obligation to update or supplement this opinion to reflect any changes in facts, law, or interpretation occurring after the date hereof, or to advise you of any developments that might affect the opinions expressed herein.

7. Consent to Filing. We consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-4 (File No. 333-294817) and to the references to Calderwood & Harkness LLP under the headings "Material U.S. Federal Income Tax Consequences" and "Legal Matters" in the proxy statement/prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are w