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 / closing-checklist.xlsx
closing-checklist.xlsx
High · 0
Medium · 1
Standard · 1
I. ORGANIZATIONAL DOCUMENTS
I. ORGANIZATIONAL DOCUMENTS 1 | I. Organizational Documents | Amended and Restated Certificate of Incorporation of Pinnacle Acquisition Corp. I (filed with DE Secretary of State; DE SOS File No. 7319284) | Calderwood & Harkness LLP / Beckett & Hale LLP | Filed | 2021-06-25 2 | I. Organizational Documents | Amended and Restated Bylaws of Pinnacle Acquisition Corp. I | Calderwood & Harkness LLP | Adopted | 2021-06-25 3
II. SEC FILINGS
II. SEC FILINGS 4 | II. SEC Filings | Registration Statement on Form S-1 (Registration No. 333-254891; CIK 0001893247), as amended (Amendment No. 1 filed May 7, 2021) | Calderwood & Harkness LLP | Declared Effective | 2021-05-24 5 | II. SEC Filings | Final Prospectus (Rule 424(b)(4)) — 20,000,000 Units at $10.00 per Unit on Nasdaq Capital Market (PNACU / PNAC / PNACW) | Calderwood & Harkness LLP | Filed | 2021-06-23
III. TRANSACTION AGREEMENTS
Standard
⚑ Commercial term
III. TRANSACTION AGREEMENTS 7 | III. Transaction Agreements | Underwriting Agreement among the Company, Pinnacle Venture Fund II LP (Sponsor), and Ridgeline Whitfield Securities LLC as Representative of the Underwriters (including Halyard Capital Markets Inc. as co-manager) — 20,000,000 Firm Units; 2.0% upfront discount ($4,300,000); 3.5% deferred commission ($7,525,000); 45-day OA option for up to 3,000,000 addition
IV. OPINIONS & COMFORT LETTERS
IV. OPINIONS & COMFORT LETTERS 14 | IV. Opinions & Comfort Letters | Calderwood & Harkness LLP Legal Opinion and 10b-5 Negative Assurance Letter to Underwriters (addressed to Ridgeline Whitfield Securities LLC and Halyard Capital Markets Inc.) — delivered pursuant to Section 5(b) of Underwriting Agreement; signed by Jennifer Kwon, Partner | Calderwood & Harkness LLP | Delivered | 2021-06-25 15 | IV. Opinions & Comfor
V. OFFICERS' AND DIRECTORS' CERTIFICATES
V. OFFICERS' AND DIRECTORS' CERTIFICATES 20 | V. Officers' & Directors' Certificates | Officer's Certificate of Pinnacle Acquisition Corp. I — signed by Marcus Yuen (Chairman & CEO) and Raymond Holtz (CFO) | Company | Dated | 2021-06-25 21 | V. Officers' & Directors' Certificates | Secretary's Certificate of Pinnacle Acquisition Corp. I (Audrey M. Cabot, Secretary; counter-certified by Marcus Yuen, Chairman & CEO) —
VI. TRUST & FUNDING
VI. TRUST & FUNDING 22 | VI. Trust & Funding | Evidence of wire transfer of $200,000,000 to Trust Account at Continental Dunmore Financial (Account No. TA-2021-07834, 17 Ashbury Asset Advisors, 14th Floor, New York, NY 10004) | Company | Confirmed | 2021-06-25 23 | VI. Trust & Funding | Evidence of wire transfer of $10,500,000 from Pinnacle Venture Fund II LP for 7,000,000 Private Placement Warrants at $1.50/warrant
VII. NASDAQ LISTING
VII. NASDAQ LISTING 25 | VII. Nasdaq Listing | Nasdaq Capital Market Listing Approval — Units (PNACU), Class A Common Stock (PNAC), Warrants (PNACW) | Company | Received | 2021-06-22 26 | VII. Nasdaq Listing | DTC Eligibility Confirmation (Continental Dunmore Financial as Transfer Agent) | Continental Dunmore Financial | Confirmed | 2021-06-24
VIII. INSURANCE
VIII. INSURANCE 27 | VIII. Insurance | D&O Insurance Policy Binder — Northpoint Specialty Insurance Co., Policy No. NSI-SPD-210603, $10,000,000 aggregate limit (carrier address: 425 Lexington Avenue, 9th Floor, New York, NY 10017) | Company | Bound | 2021-06-22
IX. OVER-ALLOTMENT CLOSING (July 7–9, 2021)
Medium
⚑ Notice / time limit to track
IX. OVER-ALLOTMENT CLOSING (July 7–9, 2021) 28 | IX. Over-Allotment Closing | Notice of Partial Exercise of Over-Allotment Option by Ridgeline Whitfield Securities LLC — 1,500,000 additional Units (of 3,000,000 maximum; 50% exercised) at $10.00/Unit = $15,000,000 additional gross proceeds | Ridgeline Whitfield Securities LLC | Dated | 2021-07-07 29 | IX. Over-Allotment Closing | Evidence of wire transfer of $15,000,0