CONFIDENTIAL TREATMENT REQUESTED ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

CONFIDENTIAL TREATMENT REQUESTED ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
CLOSING MEMORANDUM
De-SPAC Business Combination of Skybridge Fintech Ltd. and Pinnacle Growth Acquisition Corp.
Closing Date: July 21, 2025
Prepared by: CALDERWOOD & HARKNESS LLP 125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 555-7800 Facsimile: (212) 555-7801
Client: Skybridge Fintech Ltd.
Date of Memorandum: July 23, 2025
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I. INTRODUCTION AND EXECUTIVE SUMMARY
A. Purpose of Memorandum
This Closing Memorandum has been prepared by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") as counsel to Skybridge Fintech Ltd. ("Skybridge" or "SBF") in connection with the de-SPAC business combination (the "Transaction") with Pinnacle Growth Acquisition Corp. ("Pinnacle" or "PGAC"). The Transaction closed on July 21, 2025 (the "Closing Date").
The purpose of this memorandum is to provide a comprehensive post-closing summary documenting the consummation of the Transaction, including a description of the transaction structure, the parties involved, the satisfaction of all closing conditions, and the completion of all deliverables required under the Business Combination Agreement, dated as of April 14, 2025 (the "BCA"), among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc. ("Merger Sub"), and Skybridge Fintech Ltd. This memorandum catalogues all executed documents, filed certificates, wire transfers, and key deliverables associated with the closing.
This memorandum is intended to serve as the master reference for the closing binder and should be read in conjunction with the closing binder volumes described in Section XIV hereof. Each tab reference contained in this memorandum corresponds to a tab in the applicable volume of the closing binder. All executed originals and copies of the closing binder materials are maintained at the offices of Calderwood & Harkness LLP.
This memorandum is protected by the attorney-client privilege, the work product doctrine, and any other applicable privileges. It is prepared solely for the benefit of the client and should not be disclosed to third parties without the prior written consent of Calderwood & Harkness LLP and Skybridge Fintech Ltd.
B. Summary of Transaction
The Transaction was effected pursuant to the Business Combination Agreement, dated as of April 14, 2025, among Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company, Pinnacle Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pinnacle, and Skybridge Fintech Ltd., a Delaware corporation. The BCA was the product of extensive arm's-length negotiations between the parties and their respective advisors, following a due diligence period that commenced on February 10, 2025 and concluded on March 28, 2025.
Transaction Structure. The Transaction was structured as a forward triangular merger under the Delaware General Corporation Law (the "DGCL"). At the effective time of the merger (the "Effective Time"), Pinnacle Merger Sub Inc. merged with and into Skybridge Fintech Ltd., with Skybridge surviving the merger as a wholly owned subsidiary of the domesticated Pinnacle. Immediately prior to the Effective Time, Pinnacle completed a domestication 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) (the "Domestication"). Following the Domestication, Pinnacle continued its existence as a Delaware corporation.
Post-Closing Renaming and Listing. Upon consummation of the Transaction, the combined company was renamed "Skybridge Fintech Holdings, Inc." (the "Combined Company") and commenced trading on The Nasdaq Stock Market LLC ("Nasdaq") under the new ticker symbol "SBFT." The prior Pinnacle trading symbols (PGAC, PGACU, and PGACW) were retired effective as of the closing.
Valuation. The Transaction was effected at an implied enterprise and equity value of approximately $450,000,000. The per-share merger consideration was $10.00 per share, resulting in the issuance of 45,000,000 shares of common stock of the Combined Company to the former shareholders of Skybridge.
Earnout. In addition to the base merger consideration, former Skybridge shareholders are entitled to receive up to an aggregate of 5,000,000 additional shares of common stock of the Combined Company (the "Earnout Shares"), issuable in two tranches, subject to the achievement of specified stock price targets:
•  Tranche 1: 2,500,000 Earnout Shares if the volume-weighted average price ("VWAP") of the Combined Company's common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days, in each case occurring within 24 months following the Closing Date; and
•  Tranche 2: 2,500,000 Earnout Shares if the VWAP of the Combined Company's common stock equals or exceeds $15.00 per share for any 20 trading days within a period of 30 consecutive trading days, in each case occurring within 36 months following the Closing Date.
The terms and conditions governing the Earnout Shares are set forth in the Earnout Agreement, executed and delivered at closing (Tab 8).
PIPE Investment. Concurrently with the execution of the BCA, Pinnacle entered into subscription agreements (the "PIPE Subscription Agreements") with four institutional investors (collectively, the "PIPE Investors") providing for a private investment in public equity ("PIPE") in an aggregate amount of $150,000,000, representing the purchase of 15,000,000 shares of common stock of the Combined Company at a price of $10.00 per share. The PIPE closed simultaneously with the closing of the merger on July 21, 2025.
Backstop Arrangement. Also concurrently with the execution of the BCA, Pinnacle entered into a Non-Redemption and Backstop Agreement with Velthryn Strategic Investments, LP ("Velthryn"), pursuant to which Velthryn committed to purchase up to 5,000,000 shares from redeeming PGAC public shareholders at a price of $10.25 per share (representing a maximum commitment of $51,250,000). As an incentive for providing the backstop commitment, Velthryn was entitled to receive incentive shares equal to 10% of the backstop shares actually purchased.
C. Key Dates
The following is a chronological summary of the key dates and milestones in connection with the Transaction:
II. PARTIES TO THE TRANSACTION
A. Target / Client — Skybridge Fintech Ltd.
Skybridge Fintech Ltd. is a Delaware corporation, EIN 83-2471560, with its principal executive offices located at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801, and its primary engineering and product development office located at 450 Folsom Street, 7th Floor, San Francisco, California 94105. Skybridge was incorporated in the State of Delaware on June 15, 2018.
Skybridge operates a cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform. The platform provides enterprise and mid-market customers with a unified API infrastructure for payment processing, risk management, compliance automation, and embedded lending capabilities. As of the Closing Date, Skybridge employed approximately 340 full-time employees across its Wilmington and San Francisco offices, as well as remote employees in various jurisdictions.
For the fiscal year ended December 31, 2024, Skybridge reported total revenue of approximately $87.3 million and annual recurring revenue ("ARR") of approximately $94.6 million. Adjusted EBITDA for the same period was approximately $14.1 million. Skybridge's audited financial statements for fiscal years 2023 and 2024 were prepared by Graystone Thornton LLP and are included in the closing binder at Tab 41.
Key Officers of Skybridge:
•  Priya Chandrasekaran — Founder and Chief Executive Officer
•  Marcus Ellingham — Chief Financial Officer
•  Teresa Okafor — General Counsel
•  Daniel Hsiao — Chief Technology Officer
Pre-Transaction Key Shareholders of Skybridge (Fully Diluted Basis):
B. SPAC / Acquiror — Pinnacle Growth Acquisition Corp.
Pinnacle Growth Acquisition Corp. was a Cayman Islands exempted company (domesticated to Delaware at closing), EIN 88-3654921, with its U.S. office located at 590 Madison Avenue, 28th Floor, New York, New York 10022, and its Cayman Islands registered office located c/o Harborstone Corporate Services Ltd., 4th Floor, Windward House, George Town, Grand Cayman KY1-1104, Cayman Islands.
Pinnacle completed its initial public offering on October 17, 2023, in which it raised $300,000,000, representing the sale of 30,000,000 Class A ordinary shares at a price of $10.00 per share. The IPO proceeds were deposited into a trust account maintained by Glenridge National Bank, N.A. as trustee. Pinnacle's Class A ordinary shares, units, and warrants traded on Nasdaq under the symbols "PGAC," "PGACU," and "PGACW," respectively. Pinnacle's SEC Central Index Key ("CIK") is 0001948372.
Key Officers and Directors of Pinnacle (Pre-Closing):
•  Jonathan Mercer — Chief Executive Officer and Chairman of the Board
•  Elaine Stratford — Chief Financial Officer
•  Robert Yamamoto — Independent Director
•  Catherine Leclaire — Independent Director
•  David Nguyễn — Independent Director
C. Merger Sub — Pinnacle Merger Sub Inc.
Pinnacle Merger Sub Inc. was a Delaware corporation and wholly owned subsidiary of Pinnacle, formed solely in connection with the Domestication and the merger contemplated by the BCA. At the Effective Time, Merger Sub merged with and into Skybridge Fintech Ltd., with Skybridge surviving the merger as a wholly owned subsidiary of the domesticated Pinnacle (renamed Skybridge Fintech Holdings, Inc.). Upon the effectiveness of the merger, Merger Sub ceased to exist as a separate legal entity.
D. Sponsor — Ridgeway Capital Holdings LLC
Ridgeway Capital Holdings LLC (the "Sponsor") is a Delaware limited liability company, EIN 87-1093847. The managing member of the Sponsor is Jonathan Mercer. Prior to the closing, the Sponsor held 7,500,000 Class B ordinary shares of Pinnacle (the "Founder Shares") and 8,000,000 private placement warrants (the "Private Placement Warrants"), which were purchased at a price of $1.50 per warrant for an aggregate purchase price of $12,000,000. The Private Placement Warrants are exercisable for one share of common stock each at an exercise price of $11.50 per share.
Pursuant to the Sponsor Support Agreement (Tab 2), the Sponsor agreed, among other things, to (i) vote its Founder Shares in favor of the Transaction, (ii) forfeit a specified number of Founder Shares in connection with the closing, and (iii) subject its Founder Shares and Private Placement Warrants to specified lock-up restrictions following the closing.
E. Combined Company (Post-Closing) — Skybridge Fintech Holdings, Inc.
Skybridge Fintech Holdings, Inc. is a Delaware corporation (formerly Pinnacle Growth Acquisition Corp. as domesticated), serving as the combined public company following the consummation of the Transaction. The Combined Company's shares of common stock are listed on Nasdaq under the ticker symbol "SBFT." The Combined Company's principal executive offices are located at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801.
F. PIPE Investors
The following institutional investors committed to and funded the PIPE investment concurrently with the closing of the Transaction:
All PIPE Subscription Agreements were executed on April 14, 2025, simultaneously with the BCA. All PIPE investors funded their respective commitments on the Closing Date. Copies of the executed PIPE Subscription Agreements are included at Tab 5 of the closing binder.
G. Backstop Investor — Velthryn Strategic Investments, LP
Velthryn Strategic Investments, LP ("Velthryn"), managed by Richard Tsai, Managing Director, committed to purchase up to 5,000,000 shares from redeeming PGAC public shareholders at a price of $10.25 per share, representing a maximum aggregate backstop commitment of $51,250,000. The backstop arrangement was documented in the Non-Redemption/Backstop Agreement executed on April 14, 2025 (Tab 6). As an incentive for providing the backstop commitment, Velthryn was entitled to receive additional incentive shares equal to 10% of the backstop shares actually purchased by Velthryn (i.e., up to 500,000 incentive shares at maximum deployment).
III. ADVISORS AND SERVICE PROVIDERS
A. Skybridge Advisors
Legal Counsel:
Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004
•  James Prentice — Responsible Partner, Mergers & Acquisitions
•  Sandra Tung — Billing Partner, Mergers & Acquisitions
•  Naomi Petersen — Lead Associate, Mergers & Acquisitions
•  Ryan Kowalski — Working Associate, Mergers & Acquisitions
•  Leonard Cross — Specialist Partner, Tax
Calderwood & Harkness served as counsel to Skybridge throughout the entirety of the engagement, including the negotiation and documentation of the BCA and all ancillary agreements, SEC filings, tax structuring and opinion work, due diligence oversight, and closing execution.
Financial Advisor / Fairness Opinion:
Whitfield Royce & Co. Gregory Fenton, Managing Director
Whitfield Royce & Co. served as financial advisor to Skybridge and delivered a fairness opinion to the Skybridge board of directors in connection with the Transaction (Tab 40).
Auditor:
Graystone Thornton LLP 200 South Wacker Drive, Suite 3100 Chicago, Illinois 60606 Helen Marchetti, Engagement Partner
Graystone Thornton LLP served as the independent registered public accounting firm for Skybridge and prepared the audited financial statements of Skybridge for fiscal years 2023 and 2024 (Tab 41), which were included as exhibits to the Form S-4 and the Super 8-K.
Tax Advisor:
Cedarhurst Advisory Group LLC 55 Railroad Avenue, Suite 200 Greenwich, Connecticut 06830 Martin Cho, Partner
Cedarhurst Advisory Group LLC provided supplemental tax advisory services to Skybridge in connection with the Transaction, including advice on the tax implications of the merger and earnout structure.
B. Pinnacle / Sponsor Advisors
Legal Counsel:
Ashland Burke & Thayer LLP 800 Third Avenue, 30th Floor New York, New York 10022
•  William Ashford — Lead Partner
•  Jennifer Kwan — Associate
Ashland Burke & Thayer LLP served as counsel to Pinnacle Growth Acquisition Corp. and the Sponsor in connection with the Transaction.
IPO Underwriter / PIPE Placement Agent:
Pemberton Zanthor & Co. 383 Madison Avenue, 25th Floor New York, New York 10179 Rebecca Solano, Managing Director
Pemberton Zanthor & Co. served as the lead underwriter in connection with Pinnacle's October 2023 initial public offering and as the placement agent for the PIPE investment. Pemberton Zanthor was entitled to a deferred underwriting commission of $10,500,000 (representing 3.5% of the $300,000,000 gross IPO proceeds), payable upon consummation of the business combination.
Auditor:
Brindoval Tarvick LLP 1185 Avenue of the Americas, Suite 2400 New York, New York 10036 Samuel Norris, Engagement Partner
Brindoval Tarvick LLP served as the independent registered public accounting firm for Pinnacle and prepared the audited financial statements of Pinnacle included in the Form S-4 and the Super 8-K (Tab 42).
Proxy Solicitor:
Advantage Proxy Advisors, Inc. 17 Ashbury Asset Advisors, Suite 4000 New York, New York 10004
Advantage Proxy Advisors, Inc. was retained by Pinnacle to assist with proxy solicitation efforts in connection with the PGAC Extraordinary General Meeting held on July 18, 2025.
C. Other Service Providers
Trust Custodian / Paying Agent:
Glenridge National Bank, N.A. 60 Wall Street New York, New York 10005
Glenridge National Bank, N.A. served as the trustee and custodian of the trust account holding the IPO proceeds and as paying agent for shareholder redemptions.
Transfer Agent:
Continental Registrars, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, New York 10004
Continental Registrars, Inc. served as the transfer agent and registrar for the shares of common stock of the Combined Company and facilitated the exchange of shares in connection with the merger.
Target's Existing Lender:
Velthorn Commerce Bank, N.A. 100 Federal Street Boston, Massachusetts 02110
Velthorn Commerce Bank, N.A. was the lender under Skybridge's existing revolving credit facility (Credit Agreement dated March 22, 2023; $25,000,000 revolving facility). The outstanding balance of $18,500,000 was paid off at closing pursuant to the payoff letter (Tab 14), and all liens securing such indebtedness were released.
D&O Insurance Carrier:
Marlowe Asset Management Specialty Insurance Co. Policy No. VSI-DO-2025-88320
Marlowe Asset Management Specialty Insurance Co. provided the directors' and officers' liability insurance tail policy bound at closing (Tab 23).
R&W Insurance Carrier:
Clarendon Mutual Underwriters, Ltd. Policy No. CLM-2025-SPAC-04471 Coverage Limit: $45,000,000 Retention: $4,500,000
Clarendon Mutual Underwriters, Ltd. issued the representations and warranties insurance policy in connection with the Transaction (Tab 22). The estimated premium for the policy was approximately $1,800,000.
Cayman Registered Agent:
Harborstone Corporate Services Ltd. 4th Floor, Windward House George Town, Grand Cayman KY1-1104 Cayman Islands
Harborstone Corporate Services Ltd. served as the registered agent for Pinnacle Growth Acquisition Corp. in the Cayman Islands prior to the Domestication.
IV. SATISFACTION OF CLOSING CONDITIONS
The closing of the Transaction was conditioned upon the satisfaction or waiver of certain conditions precedent set forth in Article VII of the BCA. This Section IV summarizes each such condition and confirms its satisfaction as of the Closing Date.
A. Mutual Closing Conditions
The following conditions were required to be satisfied (or waived) for the benefit of both Pinnacle and Skybridge:
1. SEC Effectiveness of Form S-4. The Registration Statement on Form S-4 (File No. 333-294817) was declared effective by the Securities and Exchange Commission (the "SEC") on June 16, 2025. As of the Closing Date, no stop order suspending the effectiveness of the Form S-4 had been issued by the SEC, and no proceedings for that purpose had been initiated or threatened by the SEC. This condition was satisfied.
2. PGAC Shareholder Approval. The proposals submitted to the shareholders of Pinnacle in connection with the Transaction were approved at the Extraordinary General Meeting of Pinnacle held on July 18, 2025. Specifically, the business combination proposal, the domestication proposal, the charter amendment proposal, the advisory governance proposals, the Nasdaq proposal, the equity incentive plan proposal, and the adjournment proposal (to the extent submitted) were each approved by the requisite vote of Pinnacle's shareholders. The business combination proposal required and received the approval of a simple majority of the votes cast by holders of Pinnacle's ordinary shares present in person or represented by proxy at the meeting. This condition was satisfied.
3. No Material Adverse Effect. Each of Pinnacle and Skybridge delivered officer's certificates at closing confirming that no event, change, effect, development, condition, or occurrence constituting a "Material Adverse Effect" (as defined in the BCA) with respect to such party had occurred since the date of the BCA (April 14, 2025). This condition was satisfied.
4. No Legal Impediment. As of the Closing Date, no temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other governmental authority, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, was in effect that would have had the effect of preventing, restraining, prohibiting, or otherwise making illegal the consummation of the Transaction. This condition was satisfied.
5. Nasdaq Listing Approval. Nasdaq approved the listing of the shares of common stock of the Combined Company to be issued in connection with the merger and the PIPE investment. The listing application was submitted on May 5, 2025, and Nasdaq approval was received prior to the Closing Date. The Combined Company's common stock was approved for listing under the new ticker symbol "SBFT." This condition was satisfied.
B. Conditions to Pinnacle's Obligations
The following conditions were required to be satisfied (or waived) for the benefit of Pinnacle as a condition to its obligation to consummate the merger:
1. Representations and Warranties of Skybridge. The representations and warranties of Skybridge contained in the BCA were true and correct in all respects (subject to applicable materiality and Material Adverse Effect qualifiers) as of the date of the BCA and as of the Closing Date as though made on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date). This condition was satisfied, as confirmed by the officer's certificate described below.
2. Performance of Covenants. Skybridge had performed in all material respects all obligations and covenants required to be performed by it under the BCA at or prior to the Closing Date. This condition was satisfied.
3. Officer's Certificate. Skybridge delivered an Officer's Certificate, executed by Priya Chandrasekaran (CEO) and Marcus Ellingham (CFO), dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in paragraphs 1 and 2 above (Tab 9). This condition was satisfied.
4. Secretary's Certificate. Skybridge delivered a Secretary's Certificate, attaching and certifying the following: (i) the certificate of incorporation of Skybridge, (ii) the bylaws of Skybridge, (iii) resolutions of the board of directors of Skybridge authorizing and approving the Transaction and the execution and delivery of the BCA and all ancillary agreements, and (iv) incumbency certificates for the officers of Skybridge (Tab 10). This condition was satisfied.
5. FIRPTA Certificate. Skybridge delivered a certificate complying with Treasury Regulation Section 1.1445-2(c)(3), certifying that Skybridge is not, and has not been during the relevant period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code") (Tab 13). This condition was satisfied.
6. Good Standing Certificates. Good standing certificates were obtained for Skybridge from the Delaware Secretary of State and from the secretary of state (or equivalent authority) of each state in which Skybridge was qualified to do business as a foreign corporation (Tab 15). This condition was satisfied.
7. Payoff of Velthorn Commerce Bank Facility. The outstanding balance under Skybridge's revolving credit facility with Velthorn Commerce Bank, N.A., in the amount of $18,500,000, was paid off at closing. A payoff letter was delivered by Velthorn Commerce Bank, N.A., which included wire instructions, a UCC-3 termination statement, and releases of all liens and security interests securing the indebtedness under the Credit Agreement dated March 22, 2023 (Tab 14). This condition was satisfied.
8. R&W Insurance Policy. The representations and warranties insurance policy was issued by Clarendon Mutual Underwriters, Ltd. (Policy No. CLM-2025-SPAC-04471) with a coverage limit of $45,000,000 and a retention of $4,500,000 (Tab 22). The premium was paid at closing. This condition was satisfied.
9. D&O Tail Policy. The directors' and officers' liability tail insurance policy was bound by Marlowe Asset Management Specialty Insurance Co. (Policy No. VSI-DO-2025-88320) effective as of the Closing Date, providing coverage for pre-closing acts and omissions of directors and officers of Skybridge (Tab 23). This condition was satisfied.
C. Conditions to Skybridge's Obligations
The following conditions were required to be satisfied (or waived) for the benefit of Skybridge as a condition to its obligation to consummate the merger:
1. Representations and Warranties of Pinnacle and Merger Sub. The representations and warranties of Pinnacle and Merger Sub contained in the BCA were true and correct in all respects (subject to applicable materiality and Material Adverse Effect qualifiers) as of the date of the BCA and as of the Closing Date. This condition was satisfied.
2. Performance of Covenants. Each of Pinnacle and Merger Sub had performed in all material respects all obligations and covenants required to be performed by them under the BCA at or prior to the Closing Date. This condition was satisfied.
3. Officer's Certificate. Pinnacle delivered an Officer's Certificate, executed by Jonathan Mercer (CEO) and Elaine Stratford (CFO), dated as of the Closing Date, certifying as to the satisfaction of the foregoing conditions (Tab 11). This condition was satisfied.
4. Domestication Completed. The Domestication of Pinnacle from the Cayman Islands to the State of Delaware was completed prior to the Effective Time. The Certificate of Domestication pursuant to Section 388 of the DGCL and the Certificate of Incorporation of Pinnacle (as a Delaware corporation) were filed with the Secretary of State of the State of Delaware on July 21, 2025 (Tabs 16 and 17). This condition was satisfied.
5. Minimum Cash Condition. The "Available Cash" (as defined in the BCA) at the Closing Date was required to equal or exceed $200,000,000. As detailed in Section IV.D below, the Minimum Cash Condition was satisfied. This condition was satisfied.
6. Trust Disbursement. The trust disbursement was effected by Glenridge National Bank, N.A. on the Closing Date, with funds released from the trust account and applied in accordance with the Funds Flow Memorandum (Tab 44). This condition was satisfied.
7. PIPE Funding. All four PIPE investors funded their respective subscription commitments in full on the Closing Date, for aggregate PIPE proceeds of $150,000,000. This condition was satisfied.
8. Registration Rights Agreement. The Registration Rights Agreement was duly executed and delivered by all parties thereto at closing, providing for, among other things, shelf registration rights, demand registration rights, and piggyback registration rights for the benefit of the Sponsor, former Skybridge shareholders, and the PIPE Investors (Tab 7). This condition was satisfied.
9. Earnout Agreement. The Earnout Agreement was duly executed and delivered by all parties thereto at closing, setting forth the terms and conditions under which the Earnout Shares would be issuable to former Skybridge shareholders (Tab 8). This condition was satisfied.
D. Minimum Cash Condition — Calculation
The BCA required that, as a condition to Skybridge's obligation to close, the "Available Cash" at closing equal or exceed $200,000,000. The Available Cash calculation was as follows:
The trust account held at Glenridge National Bank, N.A. had a starting balance of approximately $312,600,000, reflecting the $300,000,000 of IPO proceeds deposited at the time of Pinnacle's October 2023 IPO, together with interest earned thereon. The actual redemption figures and backstop activation amounts are set forth in the final Funds Flow Memorandum attached at Tab 44 of the closing binder and the trust disbursement confirmation at Tab 46. The estimated transaction expenses of approximately $42,000,000 included legal fees, financial advisory fees, audit and accounting fees, printing costs, D&O and R&W insurance premiums, SEC and Nasdaq filing fees, the deferred underwriting commission of $10,500,000 payable to Pemberton Zanthor & Co., and other customary costs and expenses.
Based on the foregoing, the Available Cash at closing exceeded the $200,000,000 Minimum Cash Condition, and this condition was confirmed as satisfied prior to the release of funds from the trust account.
V. TRANSACTION DOCUMENTS — EXECUTED AND DELIVERED
This Section V catalogues all material transaction documents executed and delivered in connection with the Transaction. Each document is assigned a tab number corresponding to its location in the closing binder.
A. Core Transaction Agreements (Signed April 14, 2025)
The following core transaction agreements were negotiated by the parties and their respective counsel, finalized, and executed on April 14, 2025:
The BCA set forth the terms and conditions of the merger, including the merger consideration, the structure of the transaction (including the Domestication), the representations and warranties of each party, the covenants and agreements of the parties during the pre-closing period, the conditions to closing, the termination provisions, and the indemnification and remedies provisions. The ancillary agreements executed concurrently with the BCA provided for the support of the Sponsor and key Skybridge stockholders, lock-up restrictions applicable to insiders, the PIPE investment commitments, and the backstop arrangement.
B. Closing Documents (Executed/Delivered July 21, 2025)
The following documents were executed and/or delivered at or in connection with the closing on July 21, 2025:
C. Corporate / Governance Documents (Filed/Effective July 21, 2025)
The following corporate and governance documents were filed with the Delaware Secretary of State and/or adopted in connection with the closing:
D. Insurance Policies
VI. SEC FILINGS
A. Pre-Closing SEC Filings
The following SEC filings were made by or on behalf of Pinnacle in connection with the Transaction prior to the Closing Date:
B. Closing / Post-Closing SEC Filings
VII. TAX DOCUMENTS AND OPINIONS
The following tax-related documents and memoranda were prepared and delivered in connection with the Transaction:
VIII. WIRE TRANSFER CONFIRMATIONS AND FUNDS FLOW
A. Funds Flow Summary
The closing of the Transaction involved the disbursement of funds from multiple sources and the payment of various obligations and expenses. The closing funds flow was coordinated by Calderwood & Harkness LLP, Ashland Burke & Thayer LLP, and Glenridge National Bank, N.A. (as trust custodian and paying agent), with all wires executed on the Closing Date, July 21, 2025. A detailed Funds Flow Memorandum, setting forth the precise amounts and wire instructions for each disbursement, was prepared by Calderwood & Harkness LLP and distributed to all parties and their counsel prior to closing (Tab 44).
The funds flow was structured to ensure that (i) the trust account was disbursed in accordance with the trust agreement, (ii) shareholder redemptions were funded from the trust, (iii) PIPE proceeds were received and available for deployment, (iv) all transaction expenses were paid, (v) the Velthorn Commerce Bank credit facility was paid off and liens released, (vi) the deferred underwriting commission was paid to Pemberton Zanthor & Co., and (vii) the remaining available cash was deposited into the operating account of Skybridge Fintech Holdings, Inc. (the Combined Company).
B. Sources of Funds
C. Uses of Funds
Total estimated transaction expenses (inclusive of all legal, advisory, printing, D&O/R&W premiums, filing fees, the deferred underwriting commission of $10,500,000 to Pemberton Zanthor & Co., and all other costs) were approximately $42,000,000. The precise breakdown of transaction expenses is set forth in the Funds Flow Memorandum (Tab 44).
As confirmed in Section IV.D above, the Available Cash at closing exceeded the $200,000,000 Minimum Cash Condition required under the BCA.
D. Wire Transfer Confirmations
Wire transfer confirmations for each disbursement made on the Closing Date have been collected and are attached to this memorandum as Exhibit A and included in the closing binder at Tab 45. The following wires were executed on July 21, 2025 (with reference numbers and precise amounts to be confirmed per the wire confirmation copies):
•  Trust disbursement wire from Glenridge National Bank, N.A. to the Combined Company operating account and to the paying agent for shareholder redemptions
•  PIPE funding wires from each of the four PIPE Investors (Hargrove Institutional Partners, LP; Stonewall Global Equity Fund; Meridian Crossover Fund III, LP; and Canfield Asset Management, LLC)
•  Velthorn Commerce Bank, N.A. payoff wire ($18,500,000)
•  Pemberton Zanthor & Co. deferred underwriting commission wire ($10,500,000)
•  Advisory and professional fee payments to Calderwood & Harkness LLP, Ashland Burke & Thayer LLP, Whitfield Royce & Co., Graystone Thornton LLP, Brindoval Tarvick LLP, Cedarhurst Advisory Group LLC, and Advantage Proxy Advisors, Inc.
•  Insurance premium payments to Clarendon Mutual Underwriters, Ltd. (R&W premium) and Marlowe Asset Management Specialty Insurance Co. (D&O tail premium)
•  Backstop funding wire from Velthryn Strategic Investments, LP (if activated)
A complete list of wire confirmation reference numbers, dates, and amounts for each disbursement is set forth in Exhibit A hereto and at Tab 45 of the closing binder. The trust disbursement confirmation from Glenridge National Bank, N.A. is separately included at Tab 46.
IX. NASDAQ LISTING CONFIRMATION
The listing of the shares of common stock of the Combined Company on The Nasdaq Stock Market LLC was a condition to the closing of the Transaction. The key events and milestones related to the Nasdaq listing are summarized as follows:
Listing Application. The Nasdaq listing application for the Combined Company was submitted on May 5, 2025. The application sought approval for the listing of the shares of common stock of the Combined Company (including the shares to be issued in the merger, the PIPE shares, and the shares underlying the warrants) on the Nasdaq Global Market (or Nasdaq Capital Market, as applicable) under the new ticker symbol "SBFT."
Nasdaq Approval. Nasdaq approved the listing of the Combined Company's common stock prior to the Closing Date. The approval was subject to customary conditions, including the consummation of the Transaction and the filing of the required certification of compliance with Nasdaq listing standards.
Delisting of Pinnacle Securities. Effective as of the closing, the previously listed Pinnacle securities — consisting of Pinnacle units (PGACU), Class A ordinary shares (PGAC), and warrants (PGACW) — were delisted from Nasdaq. The public warrants were relisted under a new warrant ticker to reflect the name change of the Combined Company, to the extent applicable under Nasdaq rules.
First Day of Trading. The Combined Company's common stock commenced trading on Nasdaq under the ticker symbol "SBFT" on July 22, 2025, the first trading day following the Closing Date.
A copy of the Nasdaq listing approval and confirmation letter is attached as Exhibit E to this memorandum and is included in the closing binder at Tab 50.
X. PRO FORMA CAPITALIZATION AT CLOSING
A. Share Issuances at Closing
The following table summarizes the shares issued and outstanding as of the Closing Date (subject to actual redemption and backstop figures):
Note: The foregoing table excludes the following securities that are outstanding but not included in the fully diluted share count for purposes of this table: (i) 8,000,000 Private Placement Warrants held by the Sponsor (exercise price $11.50 per share), (ii) 10,000,000 public warrants (exercise price $11.50 per share), and (iii) up to 5,000,000 contingent Earnout Shares.
B. Reference Pro Forma (No-Redemption Scenario)
The following table presents the pro forma capitalization of the Combined Company assuming no redemptions by PGAC public shareholders and no activation of the backstop:
C. Reference Pro Forma (Maximum Redemption Scenario with Backstop)
The following table presents the pro forma capitalization of the Combined Company assuming maximum redemptions of 25,000,000 of the 30,000,000 public shares (approximately 83.3% redemption rate) and full activation of the backstop:
The final capitalization table reflecting the actual shares issued and outstanding as of the Closing Date, based on actual redemption and backstop figures, is attached as Exhibit C to this memorandum.
XI. KEY DEAL TERMS — SUMMARY REFERENCE
The following is a summary of the key economic and legal terms of the Transaction for reference purposes:
XII. DUE DILIGENCE — SUMMARY OF COMPLETED DELIVERABLES
This Section XII summarizes the due diligence work undertaken by Calderwood & Harkness LLP on behalf of Skybridge in connection with the Transaction. The due diligence period commenced on February 10, 2025 and concluded on March 28, 2025. The diligence effort was led by Naomi Petersen (Lead Associate) and Ryan Kowalski (Working Associate) under the supervision of James Prentice (Responsible Partner).
The following due diligence memoranda and reports were prepared and are included in Volume VII of the closing binder:
Legal Due Diligence Summary Memorandum (Tab 35). A comprehensive memorandum summarizing the results of the legal due diligence review of Skybridge, including corporate organization and good standing, capitalization, material contracts, litigation and threatened claims, employment matters, employee benefit plans, real property, environmental matters, insurance coverage, and compliance with applicable laws and regulations. The diligence period for this memorandum was February 10 through March 28, 2025. Prepared by Naomi Petersen and Ryan Kowalski.
IP Due Diligence Memorandum (Tab 36). A memorandum analyzing Skybridge's intellectual property portfolio, including: (i) proprietary software and source code, (ii) the patent portfolio (including both issued patents and pending applications), (iii) trademark registrations and applications, (iv) domain name registrations, (v) trade secrets and confidential information protections, and (vi) open-source software compliance, including a review of open-source licenses used in Skybridge's products and an assessment of compliance with applicable open-source license obligations.
Regulatory and Licensing Memorandum (Tab 37). A memorandum addressing Skybridge's regulatory and licensing posture, including: (i) money transmission licenses and registrations (state-by-state analysis), (ii) Bank Secrecy Act and anti-money laundering ("BSA/AML") compliance programs and examination history, (iii) data privacy and data security compliance (including CCPA, state privacy laws, and GDPR to the extent applicable), and (iv) the impact of the change of control resulting from the Transaction on Skybridge's existing licenses, registrations, and regulatory approvals, including any requirements for prior notice, approval, or consent from regulatory authorities.
Material Contracts Summary (Tab 38). A summary of Skybridge's material contracts, including: (i) key customer agreements and their material terms (including revenue concentration, term, termination provisions, and change-of-control provisions), (ii) key vendor and supplier agreements, (iii) technology licensing agreements, (iv) employment agreements and offer letters for key employees, and (v) an assessment of whether any material contracts required consents or contained change-of-control provisions that would be triggered by the Transaction.
Bring-Down Due Diligence Memorandum (Tab 39). A pre-closing update memorandum prepared by Ryan Kowalski in the period leading up to the Closing Date, confirming that no material changes, events, or developments had occurred with respect to Skybridge since the conclusion of the primary diligence period on March 28, 2025 that would be inconsistent with the representations and warranties in the BCA or that would otherwise be material to the Transaction. The bring-down memorandum covered the period from March 28, 2025 through July 18, 2025.
XIII. ENGAGEMENT AND ADMINISTRATIVE MATTERS
Calderwood & Harkness LLP was retained by Skybridge Fintech Ltd. pursuant to an engagement letter dated January 9, 2025 (Tab 49). The engagement letter identified the client as Skybridge Fintech Ltd. and designated the following personnel:
•  Responsible Partner: James Prentice (Mergers & Acquisitions)
•  Billing Partner: Sandra Tung (Mergers & Acquisitions)
The scope of Calderwood & Harkness's engagement encompassed all aspects of the Transaction, including the negotiation and documentation of the BCA and all ancillary agreements, due diligence, preparation of and assistance with SEC filings (including the Form S-4 registration statement), tax structuring and the delivery of the tax opinion filed as an exhibit to the Form S-4, preparation of closing deliverables, coordination of the closing and funds flow, and post-closing matters including the preparation of this Closing Memorandum and the assembly of the closing binder.
Calderwood & Harkness served solely as counsel to Skybridge (target) throughout the engagement. Ashland Burke & Thayer LLP served as counsel to Pinnacle Growth Acquisition Corp. and the Sponsor.
A copy of the engagement letter is included at Tab 49 of the closing binder.
XIV. CLOSING BINDER INDEX
The closing binder consists of ten volumes, organized as follows:
Volume I — Transaction Agreements
Volume II — Closing Certificates and Deliverables
Volume III — Corporate and Governance Documents
Volume IV — Insurance Policies
Volume V — SEC Filings
Volume VI — Tax Documents
Volume VII — Due Diligence Memoranda
Volume VIII — Financial and Valuation Materials
Volume IX — Wire Transfers and Funds Flow
Volume X — Miscellaneous
XV. EXHIBITS
The following exhibits are attached to this Closing Memorandum:
Exhibit A: Wire Transfer Confirmation Copies
Copies of all wire transfer confirmations for disbursements made on the Closing Date, including trust disbursement wires, PIPE funding wires, payoff wires, deferred underwriting commission wires, and all professional fee and insurance premium payment wires. Reference numbers and amounts are set forth in each confirmation.
Exhibit B: Funds Flow Diagram
A graphic depiction of the closing funds flow, illustrating the sources and uses of cash in connection with the Transaction, including the flow of funds from the trust account, the PIPE Investors, and the backstop (if activated), and the disbursement of funds to the various payees identified in Section VIII above.
Exhibit C: Final Capitalization Table (as of Closing)
The final capitalization table of Skybridge Fintech Holdings, Inc. as of the Closing Date, reflecting the actual shares issued and outstanding (including shares issued to former Skybridge shareholders, remaining PGAC public shareholders, PIPE Investors, the Sponsor, and Velthryn (if applicable)), based on actual redemption and backstop deployment figures.
Exhibit D: Copies of Filed Certificates
File-stamped copies of the following certificates, as filed with and returned by the Secretary of State of the State of Delaware on July 21, 2025:
•  Certificate of Domestication (Section 388, DGCL)
•  Certificate of Incorporation (Domestication)
•  Amended and Restated Certificate of Incorporation — Skybridge Fintech Holdings, Inc.
•  Certificate of Merger — Pinnacle Merger Sub Inc. into Skybridge Fintech Ltd.
Exhibit E: Nasdaq Listing Confirmation Letter
A copy of the letter from The Nasdaq Stock Market LLC confirming the approval of the listing of the shares of common stock of Skybridge Fintech Holdings, Inc. under the ticker symbol "SBFT."
XVI. CONCLUSION
All conditions to the closing of the Transaction under the Business Combination Agreement, dated as of April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., were duly satisfied or waived as of July 21, 2025. No conditions were waived.
The merger of Pinnacle Merger Sub Inc. with and into Skybridge Fintech Ltd. became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware on July 21, 2025. Upon the effectiveness of the merger, Skybridge Fintech Ltd. survived the merger as a wholly owned subsidiary of the Combined Company, and Pinnacle Merger Sub Inc. ceased to exist as a separate legal entity.
Skybridge Fintech Holdings, Inc. (formerly Pinnacle Growth Acquisition Corp. as domesticated) commenced trading on The Nasdaq Stock Market LLC under the ticker symbol "SBFT" on July 22, 2025, the first trading day following the Closing Date.
All executed originals and closing binder materials (Volumes I through X, together with all exhibits to this Closing Memorandum) are maintained by Calderwood & Harkness LLP at its offices located at 125 Broad Street, 40th Floor, New York, New York 10004.
Copies of this Closing Memorandum and the closing binder have been distributed to the following individuals:
•  Teresa Okafor, General Counsel, Skybridge Fintech Ltd.
•  Priya Chandrasekaran, Founder and Chief Executive Officer, Skybridge Fintech Ltd.
•  Marcus Ellingham, Chief Financial Officer, Skybridge Fintech Ltd.
Copies have also been delivered to:
•  Ashland Burke & Thayer LLP, counsel to Pinnacle Growth Acquisition Corp., Attention: William Ashford, 800 Third Avenue, 30th Floor, New York, New York 10022
Any questions regarding the closing binder, the transaction documents, or the contents of this Closing Memorandum should be directed to:
James Prentice, Partner Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 555-7800
Email: jprentice@calderwoodharkness.com
Respectfully Submitted,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner, Mergers & Acquisitions
Date: July 23, 2025
By: ________
Name: Sandra Tung
Title: Partner, Mergers & Acquisitions
Date: July 23, 2025
By: ________
Name: Naomi Petersen
Title: Associate, Mergers & Acquisitions
Date: July 23, 2025
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT This Closing Memorandum has been prepared by Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the client, Skybridge Fintech Ltd., and its authorized representatives. This memorandum should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP and Skybridge Fintech Ltd.
Responsible Partner (M&A): | James Prentice
Billing Partner (M&A): | Sandra Tung
Lead Associate (M&A): | Naomi Petersen
Working Associate (M&A): | Ryan Kowalski
Specialist Partner (Tax): | Leonard Cross
Date | Event
January 9, 2025 | Calderwood & Harkness LLP engagement opened; engagement letter executed by Skybridge Fintech Ltd.
January 22, 2025 | Mutual Non-Disclosure Agreement executed between Skybridge and Pinnacle
February 3, 2025 | Letter of Intent signed between Skybridge and Pinnacle
February 10 – March 28, 2025 | Due diligence period (legal, financial, tax, IP, and regulatory diligence conducted)
March 14, 2025 | PIPE marketing commenced by Pemberton Zanthor & Co. as placement agent
March 28, 2025 | PIPE commitments finalized; aggregate commitments of $150,000,000 secured
April 7, 2025 | Final BCA and all ancillary agreements circulated to all parties for review
April 14, 2025 | BCA signed; Sponsor Support Agreement, Company Stockholder Support Agreement, Lock-Up Agreement, PIPE Subscription Agreements, and Non-Redemption/Backstop Agreement all executed; Form 8-K announcement filed by PGAC with the SEC
April 28, 2025 | Registration Statement on Form S-4 initially filed with the SEC (File No. 333-294817)
May 5, 2025 | Nasdaq listing application submitted for the Combined Company
May 19, 2025 | SEC first-round comment letter received from the Division of Corporation Finance
June 2, 2025 | Amendment No. 1 to Form S-4 filed, incorporating responses to SEC comments and updated financial data
June 16, 2025 | SEC declared Form S-4 effective
June 18, 2025 | Definitive proxy statement/prospectus mailed to PGAC shareholders of record
July 18, 2025 | PGAC Extraordinary General Meeting held; shareholder vote on all proposals approved
July 21, 2025 | Domestication and merger closing; Certificate of Domestication, Certificate of Incorporation, and Certificate of Merger filed with the Delaware Secretary of State; PIPE funding received; trust disbursed; all closing deliverables exchanged
July 22, 2025 | First trading day of Skybridge Fintech Holdings, Inc. on Nasdaq under ticker "SBFT"
Shareholder | Approximate Ownership (Fully Diluted)
Harborview Partners | ~38.2%
Atlas Horizon Ventures Fund II, LP | ~22.7%
Founder & Management (Chandrasekaran, Ellingham, Okafor, Hsiao, and others) | ~31.4%
Other Employees and Option Holders | ~7.7%
Total | 100.0%
PIPE Investor | Commitment Amount | Shares Purchased
Hargrove Institutional Partners, LP | $60,000,000 | 6,000,000
Stonewall Global Equity Fund | $40,000,000 | 4,000,000
Meridian Crossover Fund III, LP | $25,000,000 | 2,500,000
Canfield Asset Management, LLC | $25,000,000 | 2,500,000
Total | $150,000,000 | 15,000,000
Item | Amount (Approximate)
Trust Account Balance (as of closing, including IPO proceeds and accrued interest) | ~$312,600,000
Less: Shareholder Redemptions (paid from trust to redeeming shareholders) | (Per actual redemption figures — see Funds Flow Memorandum, Tab 44)
Less: Taxes payable on trust earnings | (Per actual calculation)
Trust Proceeds Available After Redemptions | (Per actual calculation)
Plus: PIPE Investment Proceeds | $150,000,000
Plus: Backstop Funding (if activated) | (Per actual deployment by Velthryn)
Less: Estimated Transaction Expenses | ~$(42,000,000)
Available Cash | Exceeded $200,000,000
Tab No. | Document | Parties | Date
1 | Business Combination Agreement (Execution Version) | Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., Skybridge Fintech Ltd. | April 14, 2025
2 | Sponsor Support Agreement (Execution Version) | Ridgeway Capital Holdings LLC, Pinnacle Growth Acquisition Corp. | April 14, 2025
3 | Company Stockholder Support Agreement (Execution Version) | Harborview Partners; Atlas Horizon Ventures Fund II, LP; Priya Chandrasekaran; Skybridge Fintech Ltd. | April 14, 2025
4 | Lock-Up Agreement (Execution Version) | Priya Chandrasekaran, Marcus Ellingham, Teresa Okafor, Daniel Hsiao, Harborview Partners, Atlas Horizon Ventures Fund II, LP, Ridgeway Capital Holdings LLC | April 14, 2025
5 | PIPE Subscription Agreements (executed individually by each PIPE investor) | Hargrove Institutional Partners, LP ($60,000,000); Stonewall Global Equity Fund ($40,000,000); Meridian Crossover Fund III, LP ($25,000,000); Canfield Asset Management, LLC ($25,000,000); and Pinnacle Growth Acquisition Corp. | April 14, 2025
6 | Non-Redemption / Backstop Agreement (Execution Version) | Velthryn Strategic Investments, LP, Pinnacle Growth Acquisition Corp. | April 14, 2025
Tab No. | Document | Description
7 | Registration Rights Agreement | Executed by Skybridge Fintech Holdings, Inc., Ridgeway Capital Holdings LLC, the former Skybridge shareholders, and the PIPE Investors. The Registration Rights Agreement provides for customary shelf registration rights (requiring the Combined Company to file a resale registration statement on Form S-1 or Form S-3 within 30 business days following the Closing Date), demand registration rights (up to three demands), and piggyback registration rights. The agreement also contains customary underwriter cutback provisions, blackout periods, and indemnification obligations.
8 | Earnout Agreement | Executed by the former Skybridge shareholders and Skybridge Fintech Holdings, Inc. The Earnout Agreement governs the issuance of up to 5,000,000 Earnout Shares in two tranches: Tranche 1 (2,500,000 shares upon achievement of a VWAP ≥ $12.50 for 20 of 30 consecutive trading days within 24 months post-closing) and Tranche 2 (2,500,000 shares upon achievement of a VWAP ≥ $15.00 for 20 of 30 consecutive trading days within 36 months post-closing). The agreement includes acceleration provisions upon a change of control of the Combined Company.
9 | Officer's Certificate — Skybridge Fintech Ltd. | Executed by Priya Chandrasekaran (CEO) and Marcus Ellingham (CFO), dated as of July 21, 2025, certifying that: (i) the representations and warranties of Skybridge contained in the BCA are true and correct (subject to the applicable materiality qualifiers) as of the date of the BCA and the Closing Date, (ii) no Material Adverse Effect has occurred with respect to Skybridge since the date of the BCA, and (iii) Skybridge has performed and complied with in all material respects all covenants and obligations required to be performed or complied with by it under the BCA at or prior to the Closing Date.
10 | Secretary's Certificate — Skybridge Fintech Ltd. | Certifying and attaching copies of the following: (i) the certificate of incorporation of Skybridge, as in effect on the Closing Date, (ii) the bylaws of Skybridge, as in effect on the Closing Date, (iii) resolutions of the board of directors of Skybridge authorizing and approving the Business Combination Agreement, the merger, and the execution and delivery of the BCA and all ancillary agreements, and (iv) incumbency certificates for the officers of Skybridge authorized to execute documents in connection with the Transaction.
11 | Officer's Certificate — Pinnacle Growth Acquisition Corp. | Executed by Jonathan Mercer (CEO) and Elaine Stratford (CFO), dated as of July 21, 2025, certifying as to the accuracy of Pinnacle's representations and warranties, the absence of a Material Adverse Effect with respect to Pinnacle, and the performance by Pinnacle and Merger Sub of their covenants under the BCA.
12 | Secretary's Certificate — Pinnacle Growth Acquisition Corp. | Certifying and attaching copies of Pinnacle's governing documents and the resolutions of the board of directors and shareholders of Pinnacle authorizing and approving the Transaction.
13 | FIRPTA Certificate — Skybridge Fintech Ltd. | Certifying that Skybridge is not, and has not been at any time during the five-year period ending on the Closing Date, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. Delivered pursuant to Treasury Regulation Section 1.1445-2(c)(3).
14 | Payoff Letter — Velthorn Commerce Bank, N.A. | Payoff letter from Velthorn Commerce Bank, N.A. confirming the payoff amount of $18,500,000 outstanding under Skybridge's revolving credit facility (Credit Agreement dated March 22, 2023; $25,000,000 revolving facility). The payoff letter includes wire instructions for the payoff amount, a UCC-3 termination statement to be filed upon receipt of funds, and a release and discharge of all liens and security interests granted by Skybridge under the credit facility and the related security agreement.
15 | Good Standing Certificates — Skybridge Fintech Ltd. | Good standing certificates (or certificates of existence, as applicable) from the Delaware Secretary of State and from each state in which Skybridge was qualified to do business as a foreign corporation, each dated within ten business days of the Closing Date.
Tab No. | Document | Description
16 | Certificate of Domestication (Section 388, DGCL) | Filed with the Secretary of State of the State of Delaware on July 21, 2025, to effect the domestication of Pinnacle Growth Acquisition Corp. 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. The Certificate of Domestication sets forth the jurisdiction of formation of Pinnacle (Cayman Islands), the date of its formation, and the effective date of its domestication as a Delaware corporation.
17 | Certificate of Incorporation (Domestication) | Filed concurrently with the Certificate of Domestication. This is the initial certificate of incorporation of Pinnacle as a domesticated Delaware corporation.
18 | Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. | Filed with the Secretary of State of the State of Delaware on July 21, 2025, effective as of the Closing Date. The Amended and Restated Certificate of Incorporation establishes the authorized capital stock of the Combined Company, the rights and preferences of each class and series of stock, the board structure (including provisions for classified board, if applicable), and customary protective provisions, including provisions regarding director exculpation and indemnification under Section 102(b)(7) and Section 145 of the DGCL.
19 | Amended and Restated Bylaws of Skybridge Fintech Holdings, Inc. | Adopted by the board of directors of the Combined Company effective as of the Closing Date. The Amended and Restated Bylaws set forth procedures for meetings of stockholders and the board of directors, the appointment and removal of officers, the authority and duties of officers, advance notice provisions for stockholder proposals and director nominations, indemnification provisions, and other customary governance matters.
20 | Certificate of Merger — Pinnacle Merger Sub Inc. into Skybridge Fintech Ltd. | Filed with the Secretary of State of the State of Delaware on July 21, 2025. The Certificate of Merger sets forth the name of each constituent corporation, identifies Skybridge Fintech Ltd. as the surviving corporation of the merger, and provides that the merger was effected pursuant to Section 251 of the DGCL. The Effective Time of the merger occurred upon the filing of the Certificate of Merger (or at such later time as may have been specified therein).
21 | 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. | The 2025 Equity Incentive Plan was approved by the shareholders of Pinnacle at the Extraordinary General Meeting held on July 18, 2025, and became effective at the Closing Date. The plan authorizes the Combined Company to grant stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other equity-based awards to employees, directors, and consultants of the Combined Company and its subsidiaries.
Tab No. | Document | Description
22 | R&W Insurance Policy | Issued by Clarendon Mutual Underwriters, Ltd. Policy No. CLM-2025-SPAC-04471. Coverage limit of $45,000,000. Retention (self-insured retention) of $4,500,000. The policy provides "buy-side" representations and warranties insurance coverage for the benefit of the Combined Company, insuring against losses arising from breaches of the representations and warranties of Skybridge in the BCA, subject to specified exclusions and the retention. The estimated premium was approximately $1,800,000, which was paid at closing from the transaction expense fund.
23 | D&O / Tail Policy | Issued by Marlowe Asset Management Specialty Insurance Co. Policy No. VSI-DO-2025-88320. The D&O tail policy was bound at closing and provides coverage for claims arising from wrongful acts of directors and officers of Skybridge occurring prior to the Closing Date. The tail period and coverage limits are set forth in the policy.
Tab No. | Filing | Date | Description
24 | Form 8-K — Announcement of Business Combination | April 14, 2025 | Filed by PGAC with the SEC on April 14, 2025, reporting the execution of the Business Combination Agreement. The Form 8-K summarized the key terms of the Transaction, including the implied enterprise/equity value of approximately $450,000,000, the forward triangular merger structure, the Domestication from the Cayman Islands to Delaware, the $150,000,000 PIPE investment, and the backstop arrangement with Velthryn. The filing included a copy of the BCA as an exhibit.
25 | Registration Statement on Form S-4 (Initial Filing) | April 28, 2025 | File No. 333-294817; CIK 0001948372. The Form S-4 registration statement was filed by PGAC with the SEC and included a proxy statement of Pinnacle and a prospectus for the shares of common stock of the Combined Company to be issued to the former Skybridge sha