1009-00003 · Client 1009 · Closing

good-standing-certificate-request-list.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP 125 Broad Street, 40th Floor New York, New York 10004

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MEMORANDUM

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I. Purpose and Background

This memorandum sets forth the complete list of good standing certificates (also known, depending on the issuing jurisdiction, as certificates of existence, certificates of status, certificates of fact, or certificates of legal existence) that must be obtained for Skybridge Fintech Ltd. (the "Company" or "Skybridge") in connection with the closing of the business combination (the "Business Combination") contemplated by that certain Business Combination Agreement, dated as of April 14, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "BCA"), among Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("PGAC" or "Pinnacle"), Pinnacle Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PGAC ("Merger Sub"), and the Company.

As counsel to the Company in connection with the Business Combination, Calderwood & Harkness LLP is responsible for coordinating the procurement of all good standing certificates required to satisfy the closing conditions set forth in the BCA. Good standing certificates are required as closing deliverables under the BCA, and they are specifically necessary to satisfy conditions precedent to the obligations of Pinnacle and Merger Sub to consummate the transactions at closing. In particular, Section 8.02(a)(iii) of the BCA requires the Company to deliver evidence, in form and substance reasonably satisfactory to PGAC, that the Company is in good standing (or the equivalent thereof) in its jurisdiction of incorporation and in each jurisdiction in which it is qualified to do business as a foreign corporation.

The certificates described in this memorandum will be attached to or referenced in the Secretary's Certificate of Skybridge Fintech Ltd. to be delivered by the Company at the closing of the Business Combination pursuant to Section 8.02(a)(iv) of the BCA. Such Secretary's Certificate will be executed by the Secretary or an Assistant Secretary of the Company and will certify, among other things, the Company's organizational documents, board resolutions, incumbency of officers, and good standing status.

The projected closing date for the Business Combination is July 21, 2025 (the "Projected Closing Date"). All certificates should be dated no earlier than five (5) business days prior to the Projected Closing Date — that is, no earlier than July 14, 2025 — in order to satisfy the freshness requirements customarily imposed by SPAC counsel and transaction counterparties in de-SPAC business combination transactions. We note that SPAC counsel, Ashland Burke & Thayer LLP, has confirmed that certificates dated within this five-business-day window will be acceptable for purposes of satisfying the closing conditions under the BCA.

Given the projected transaction timeline — which contemplates the filing of the definitive proxy statement/prospectus with the U.S. Securities and Exchange Commission in mid-June 2025, the PGAC Extraordinary General Meeting of shareholders on July 18, 2025, and the closing on July 21, 2025 — initial orders for good standing certificates should be placed with sufficient lead time to ensure availability by July 14, 2025 at the latest. As discussed in greater detail below, certain jurisdictions (notably California, Massachusetts, New Jersey, and Illinois) have longer processing times and should be ordered earlier, while other jurisdictions (notably Delaware, Texas, Georgia, Florida, Virginia, and Connecticut) process requests more quickly and may be ordered closer to the target receipt date. Expedited processing should be utilized where available to minimize staleness risk near closing.

This memorandum is organized as follows: Section II sets forth general instructions for ordering, formatting, and delivering the certificates; Section III provides the detailed certificate request schedule, organized by the Company's state of incorporation and each qualification state; Section IV presents a consolidated summary table of all certificates; Section V describes pre-order verification steps that must be completed before orders are placed; Section VI identifies additional certificates and related matters for coordination; Section VII sets forth the timeline and action items; and Section VIII provides contact information for the working group members responsible for coordination.

II. General Instructions

A. Ordering Protocol

All certificates should be ordered through Calderwood & Harkness LLP's corporate services team, which maintains established relationships with state filing offices and third-party service companies in each of the relevant jurisdictions. The corporate services team will coordinate directly with the applicable Secretary of State offices (or equivalent filing authorities) and will track the status of each order through to receipt and delivery.

If the Company's internal legal or corporate governance team has existing relationships with specific state service providers or registered agent organizations that may facilitate faster processing in particular jurisdictions, please inform Ryan Kowalski as soon as practicable so that we can determine whether it is more efficient to place certain orders through such channels. In all cases, Calderwood & Harkness LLP will maintain a centralized tracking log of all certificates ordered, their status, and the dates of receipt.

Prior to placing any order, the corporate services team will confirm that the Company's registered agent in each jurisdiction is current and in good standing. A lapse in registered agent status can, in certain jurisdictions, result in the administrative dissolution or revocation of the Company's qualification to do business, which would prevent the issuance of a good standing certificate. Accordingly, if any registered agent deficiencies are identified, they must be cured before the corresponding certificate order is placed. We will coordinate with the Company's registered agent service provider to verify agent status across all jurisdictions.

Where available, same-day or expedited processing should be utilized to minimize the risk that certificates become stale before closing. The incremental cost of expedited processing is modest relative to the importance of timely delivery, and all such costs will be treated as disbursements on the Calderwood & Harkness LLP engagement, as discussed in Section II.E below.

B. Acceptable Formats

Original certificates bearing the seal or stamp of the issuing authority are preferred for inclusion in the closing binder and for attachment to the Secretary's Certificate. However, certified copies of certificates are acceptable where originals are not available in time or where the issuing jurisdiction does not provide original hard-copy certificates as a standard practice.

Electronic or digital certificates are acceptable if the issuing jurisdiction provides them with verifiable authentication codes, digital seals, or other means by which the authenticity of the certificate can be independently confirmed by the recipient. Several jurisdictions, including Delaware and Florida, now routinely issue certificates in electronic format with verification capabilities, and such electronic certificates will be treated as equivalent to original certificates for purposes of satisfying the closing conditions under the BCA.

Regardless of the format in which a certificate is initially received, PDF copies of all certificates should be forwarded to the following individuals immediately upon receipt:

• Ryan Kowalski (rkowalski@calderwoodharkness.com)

• Naomi Petersen (npetersen@calderwoodharkness.com)

Prompt transmission of PDF copies will allow the deal team to review each certificate for accuracy and completeness, confirm the entity name and date of the certificate, and update the tracking log accordingly. Any discrepancies or issues identified during review will be escalated immediately.

C. Delivery Instructions

Originals (Hard Copy). All original certificates should be delivered via overnight courier (Severin Partners LLC Priority Overnight or equivalent) to the following address:

Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004 Attention: Ryan Kowalski

Please include a cover letter or packing slip identifying the contents of each shipment and referencing the matter name "Skybridge Fintech Ltd. / Pinnacle Growth Acquisition Corp. — De-SPAC Business Combination."

Copies (Electronic). PDF copies of each certificate should be emailed simultaneously to the following recipients:

• Ryan Kowalski — rkowalski@calderwoodharkness.com

• Naomi Petersen — npetersen@calderwoodharkness.com

• Teresa Okafor — tokafor@skybridgefintech.com

In addition, a copy of each certificate will be provided to SPAC counsel, Ashland Burke & Thayer LLP (Attention: Jennifer Kwan, 800 Third Avenue, 30th Floor, New York, New York 10022), as part of the closing deliverables package. Calderwood & Harkness LLP will coordinate the transmittal of certificates to Ashland Burke & Thayer as they are received and will assemble the complete set of certificates for inclusion in the closing binder.

D. Dating and Freshness Requirements

As noted above, all certificates should be dated no more than five (5) business days prior to the Projected Closing Date of July 21, 2025. This means that certificates dated July 14, 2025 or later will satisfy the freshness requirement. Certificates dated earlier than July 14, 2025 will not be acceptable for closing purposes and will need to be replaced.

The five-business-day freshness window is consistent with market practice for de-SPAC business combination transactions and has been confirmed as acceptable by Ashland Burke & Thayer LLP on behalf of PGAC. If PGAC or its counsel subsequently requests a shorter freshness window (e.g., three business days), we will adjust the ordering timeline accordingly and will notify the Company promptly.

If the closing of the Business Combination is delayed beyond the Projected Closing Date for any reason — including, without limitation, a postponement of the PGAC Extraordinary General Meeting, a failure to obtain the requisite shareholder approvals, regulatory delays, or the exercise by PGAC of any extension right under the BCA — replacement certificates may need to be ordered to ensure that all certificates remain within the five-business-day freshness window as of the actual closing date. The Calderwood & Harkness deal team will monitor the transaction timeline and, in the event of a delay, will assess whether re-ordering is necessary and will coordinate the procurement of replacement certificates on an expedited basis.

For jurisdictions with historically slow processing times (including California, Massachusetts, New Jersey, and Illinois, as noted in the certificate request schedule below), orders should be placed with sufficient lead time to allow for re-ordering in the event that the initial certificates become stale due to a closing delay.

E. Cost

Filing fees, certificate fees, and expedited processing fees associated with the procurement of good standing certificates will be billed as disbursements on the Calderwood & Harkness LLP engagement for the Skybridge / Pinnacle de-SPAC Business Combination. These fees are distinct from legal fees and will be itemized separately on the firm's invoices.

The estimated total cost for all certificates (eleven jurisdictions, as detailed in Section III below), including expedited and same-day processing fees where applicable, is approximately $1,500 to $3,000, depending on the specific processing options selected for each jurisdiction. If replacement certificates are required due to a closing delay, the incremental cost for re-ordering will be comparable.

A detailed breakdown of the estimated fees for each jurisdiction is set forth in the certificate request schedule in Section III below and in the summary table in Section IV.

III. Certificate Request Schedule

The following schedule sets forth the detailed ordering instructions for each good standing certificate required in connection with the closing of the Business Combination. The schedule is organized by the Company's state of incorporation (Delaware) followed by each state in which the Company is qualified to do business as a foreign corporation (the "Qualification States").

The list of Qualification States is based on the legal due diligence conducted by Calderwood & Harkness LLP during the period from February 10 through March 28, 2025, in connection with the negotiation and execution of the BCA. That due diligence confirmed that Skybridge Fintech Ltd. is qualified to do business as a foreign corporation in ten (10) states, in addition to its state of incorporation (Delaware), reflecting the Company's corporate headquarters in Wilmington, Delaware, its engineering office in San Francisco, California, and its broader operational footprint serving mid-market financial institutions and neobanks across the United States with approximately 340 employees.

A. State of Incorporation — Delaware

B. Qualification States

Note: Based on the legal due diligence conducted by Calderwood & Harkness LLP during the period of February 10 through March 28, 2025, Skybridge Fintech Ltd. is qualified to do business as a foreign corporation in the following ten (10) states. The ordering instructions and estimated fees for each state are set forth below.

1. California.

2. New York

3. Texas.

4. Massachusetts.

5. Illinois.

6. Georgia.

7. Florida.

8. Virginia.

9. New Jersey

10. Connecticut.

IV. Summary Table — All Certificates

The following consolidated table sets forth all good standing certificates to be ordered in connection with the closing of the Business Combination. This table will serve as the primary tracking document for the certificate procurement process and should be updated as certificates are ordered, received, and reviewed.

Note regarding estimated total fees: The estimated fees shown in the table above reflect the base certificate fees and expedited processing fees charged by each issuing authority. Additional handling charges, service company fees, and courier costs may apply, which could bring the total cost for all certificates into the range of approximately $1,500 to $3,000 as previously estimated. The final cost will depend on the specific service providers utilized, the number of re-orders required (if any), and the shipping method selected for delivery of original certificates.

V. Pre-Order Verification Steps

Before any certificate orders are placed, the following verification steps must be completed to ensure that the Company is in compliance with all filing and tax requirements in each jurisdiction and that certificates will be issued without delay. Failure to complete these verification steps in advance of ordering could result in a certificate request being rejected or delayed, which could in turn jeopardize timely satisfaction of the closing conditions under the BCA.

1. Franchise Tax and Annual Report Compliance. Calderwood & Harkness LLP requests that Teresa Okafor, in coordination with Marcus Ellingham (Chief Financial Officer), confirm that all state franchise taxes, annual reports, business registration filings, and any other periodic filings required by each jurisdiction are current and have been timely filed for all applicable filing periods through the date of the certificate order. A good standing certificate (or its equivalent) will not be issued by the relevant filing authority if there are outstanding compliance deficiencies, unpaid franchise taxes, unfiled annual reports, or other delinquencies on the entity's record with the state.

Specific items to confirm for each jurisdiction include, but are not limited to, the following:

• Delaware: Franchise tax payments current through 2025; annual franchise tax report filed.

• California: Franchise Tax Board status clear; no suspension or forfeiture; Statement of Information filed.

• New York: Biennial statement filed; tax clearance status confirmed (if applicable).

• Texas: Franchise tax filings current with the Texas Comptroller of Public Accounts; no forfeiture or revocation.

• Massachusetts: Annual report filed with the Secretary of the Commonwealth.

• Illinois: Annual report filed with the Secretary of State.

• Georgia: Annual registration filed with the Secretary of State.

• Florida: Annual report filed with the Division of Corporations (due May 1 annually; confirm 2025 filing is complete).

• Virginia: Annual registration fee paid to the State Corporation Commission.

• New Jersey: Annual report filed with the Division of Revenue; business registration current.

• Connecticut: Annual report filed with the Secretary of the State.

If any deficiencies are identified, they must be cured before the applicable certificate order is placed. The cure process may require the payment of back taxes, the filing of delinquent reports, or the reinstatement of the entity's good standing status, depending on the jurisdiction and the nature of the deficiency. Calderwood & Harkness LLP can assist with the preparation and filing of any remedial filings as needed.

2. Registered Agent Confirmation. Calderwood & Harkness LLP will verify that the Company's registered agent in each state is active, authorized, and in good standing with the relevant filing authority. A lapse in registered agent status can, in certain jurisdictions, result in the administrative dissolution or revocation of the entity's qualification to do business, which would prevent the issuance of a good standing certificate.

The Company should provide Calderwood & Harkness LLP with a current list of its registered agents in all jurisdictions, including the name, address, and contact information for each agent. If the Company uses a single national registered agent service (e.g., Hollowell Technologies, Pemberton Industries, or a similar provider), the Company should confirm that the service agreement is current and that fees are paid through the applicable dates. Calderwood & Harkness LLP will independently verify the registered agent information against the records maintained by each state's filing authority.

3. Entity Name Verification. Calderwood & Harkness LLP will confirm the exact legal name under which the Company is qualified in each state. In most jurisdictions, the Company is qualified under its legal name, "Skybridge Fintech Ltd." However, it is possible that the Company may have filed under a slightly different name in one or more jurisdictions (for example, due to name availability restrictions at the time of qualification) or may have fictitious name or assumed name filings on record. Any discrepancies between the name on the good standing certificate and the legal name of the Company as set forth in the BCA must be identified and resolved before closing. The Company should provide Calderwood & Harkness LLP with copies of its foreign qualification certificates and any assumed/fictitious name filings for each jurisdiction.

VI. Additional Certificates to Consider

A. Pinnacle Growth Acquisition Corp.

For the avoidance of doubt, good standing certificates for Pinnacle Growth Acquisition Corp. and Pinnacle Merger Sub Inc. are the responsibility of SPAC counsel, Ashland Burke & Thayer LLP, and are not included in this request list. Specifically:

• PGAC — Cayman Islands Certificate of Good Standing: As a Cayman Islands exempted company, PGAC will need to obtain a certificate of good standing from the Cayman Islands Registrar of Companies. This certificate is required prior to the domestication of PGAC as a Delaware corporation, which is contemplated as part of the Business Combination.

• PGAC — Delaware Certificate of Good Standing (Post-Domestication): Following the domestication of PGAC as a Delaware corporation, a certificate of good standing from the Delaware Secretary of State will be required for the domesticated entity.

• Pinnacle Merger Sub Inc. — Delaware Certificate of Good Standing: As a newly formed Delaware corporation and wholly owned subsidiary of PGAC, Merger Sub will need to obtain a certificate of good standing from the Delaware Secretary of State.

Calderwood & Harkness LLP will coordinate with Ashland Burke & Thayer LLP to confirm receipt of the foregoing certificates and will include them in the closing binder alongside the Company's certificates.

B. Tax Clearance Certificates

Certain jurisdictions may require separate tax clearance letters or certificates in addition to, or as a prerequisite for, the issuance of a good standing certificate. These requirements vary by jurisdiction and may depend on the type of entity, the nature of the transaction, and the specific request being made. The following jurisdictions warrant particular attention:

• California: As noted above, the California Secretary of State will not issue a certificate of status for an entity that has been suspended or forfeited by the California Franchise Tax Board. A tax clearance letter from the FTB may be required to confirm the entity's good standing with respect to its California franchise and income tax obligations. Calderwood & Harkness LLP will confirm whether a separate FTB tax clearance letter is necessary.

• New York: The New York Department of State may require evidence of compliance with New York State tax obligations as a condition to issuing a certificate of good standing. Calderwood & Harkness LLP will confirm with the Department of State and, if required, will coordinate with the Company's tax advisors to obtain the necessary tax clearance from the New York State Department of Taxation and Finance.

• New Jersey: New Jersey may require a tax clearance certificate from the New Jersey Division of Taxation as a condition to certain types of business filings or transactions. Calderwood & Harkness LLP will confirm whether such a certificate is required in connection with the issuance of a good standing certificate for the Company.

The Company's tax advisors should be consulted to the extent tax clearance certificates are required, as the procurement of such certificates may involve the disclosure of tax information and the engagement of tax professionals.

C. UCC / Lien Search Coordination

The good standing certificate request process should be coordinated with any UCC lien searches and related activities being conducted in connection with the payoff and termination of the Company's existing indebtedness at closing. In particular, the Company is party to a revolving credit facility with Velthorn Commerce Bank, N.A. (the "Velthorn Credit Facility"), pursuant to that certain Credit Agreement, dated as of March 22, 2023, between the Company and Velthorn Commerce Bank, N.A., as lender and administrative agent. As of the date of this memorandum, the outstanding balance under the Velthorn Credit Facility is approximately $18,500,000.

It is anticipated that the Velthorn Credit Facility will be repaid in full at or prior to the closing of the Business Combination, and that Velthorn Commerce Bank, N.A. will file UCC-3 termination statements to release its security interests in the Company's assets. Calderwood & Harkness LLP is coordinating with Velthorn Commerce Bank, N.A. and its counsel to obtain payoff letters and to confirm that all lien termination statements will be filed on a timely basis.

The coordination between the good standing certificate process and the UCC lien search / payoff process is important because, in certain jurisdictions, the existence of outstanding tax liens or state-level liens on the entity's record could impact the entity's good standing status or could result in notations on the certificate that raise questions at closing. Calderwood & Harkness LLP will ensure that the good standing certificate process and the UCC lien search process are conducted in parallel and that any issues identified in either process are promptly communicated to the working group.

VII. Timeline and Action Items

The following timeline sets forth the key milestones and action items for the procurement of good standing certificates in connection with the closing of the Business Combination. All dates are based on the Projected Closing Date of July 21, 2025 and are subject to adjustment if the closing date is changed.

VIII. Contact Information for Coordination

The following individuals are the primary points of contact for the good standing certificate procurement process:

Calderwood & Harkness LLP:

Ryan Kowalski, Counsel 125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 555-4100

Email: rkowalski@calderwoodharkness.com

Naomi Petersen, Lead Associate 125 Broad Street, 40th Floor New York, New York 10004

Email: npetersen@calderwoodharkness.com

James Prentice, Responsible Partner 125 Broad Street, 40th Floor New York, New York 10004

Email: jprentice@calderwoodharkness.com

Skybridge Fintech Ltd.:

Teresa Okafor, General Counsel 1200 Market Street, Suite 1400 Wilmington, Delaware 19801

Email: tokafor@skybridgefintech.com

Marcus Ellingham, Chief Financial Officer 1200 Market Street, Suite 1400 Wilmington, Delaware 19801

Email: mellingham@skybridgefintech.com

Ashland Burke & Thayer LLP (SPAC Counsel):

Jennifer Kwan, Partner 800 Third Avenue, 30th Floor New York, New York 10022

All questions, issues, and communications regarding the good standing certificate procurement process should be directed to Ryan Kowalski in the first instance. Urgent issues requiring partner-level attention should be escalated to James Prentice.

IX. Closing Note

This request list is a working document and will be updated on a rolling basis as certificates are ordered, received, and reviewed by the Calderwood & Harkness LLP deal team. An updated version of this memorandum (or, as applicable, the summary tracking table in Section IV) will be circulated to the distribution list periodically and upon the occurrence of any material development in the certificate procurement process.

Any issues identified during the ordering process — including, without limitation, outstanding annual report filings, suspended or forfeited entity status, registered agent deficiencies, tax clearance complications, or discrepancies in the entity name — should be immediately escalated to James Prentice (Calderwood & Harkness LLP) and Teresa Okafor (Skybridge Fintech Ltd.) for prompt resolution. Given the transaction timeline, delays in addressing compliance deficiencies could jeopardize the Company's ability to satisfy the closing conditions under the BCA on the Projected Closing Date.

This memorandum should be read in conjunction with the Closing Checklist and Conditions Tracker maintained by Calderwood & Harkness LLP for the Skybridge Fintech Ltd. / Pinnacle Growth Acquisition Corp. de-SPAC Business Combination, which provides a comprehensive overview of all closing deliverables, conditions precedent, and related action items. The good standing certificates described herein correspond to Line Items 4.01 through 4.11 of the Closing Checklist.

We are available to discuss any questions or concerns regarding this request list at your convenience.

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum has been prepared by Calderwood & Harkness LLP for the exclusive use of its client, Skybridge Fintech Ltd., and is protected by the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection. This memorandum should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP, except as may be required in connection with the closing of the Business Combination (e.g., delivery of certificates to SPAC counsel as closing deliverables).

TO:	Teresa Okafor, General Counsel, Skybridge Fintech Ltd.
FROM:	Ryan Kowalski, Calderwood & Harkness LLP
CC:	James Prentice, Responsible Partner, Calderwood & Harkness LLP; Naomi Petersen, Lead Associate, Calderwood & Harkness LLP; Sandra Tung, Billing Partner, Calderwood & Harkness LLP
DATE:	May 28, 2025
RE:	Good Standing Certificates — Request List for Skybridge Fintech Ltd. in Connection with the Business Combination with Pinnacle Growth Acquisition Corp.
MATTER:	Skybridge Fintech Ltd. / Pinnacle Growth Acquisition Corp. De-SPAC Business Combination
Item	Detail
Entity	Skybridge Fintech Ltd.
Entity Type	Corporation
EIN	83-2471560
Date of Incorporation	June 15, 2018
Issuing Authority	Delaware Secretary of State, Division of Corporations
Certificate Type	Certificate of Good Standing (Short Form)
Order Date (Target)	July 10, 2025
Processing Option	Same-day expedited (available from the Delaware Division of Corporations for orders placed and paid before 2:00 PM ET)
Expected Turnaround	Same day if ordered before 2:00 PM ET; otherwise next business day
Estimated Fee	$50 (certificate fee) + $100 (same-day expedited processing fee); approximately $175 total with handling and service charges
Notes	This is the most critical certificate, as Delaware is the Company's state of incorporation. The following pre-order confirmations are required: (1) confirm that all Delaware franchise tax payments are current through the date of the certificate order (contact the Delaware Division of Corporations at (302) 739-3073 or verify online); (2) confirm that the Company's Delaware registered agent is active and authorized to accept service of process on behalf of the Company — per the Company's records, the registered agent is Penmark Industries (Hollowell Technologies), 1209 Orange Street, Wilmington, DE 19801; and (3) confirm that all annual franchise tax reports have been timely filed. A certificate of good standing will not be issued by the Delaware Division of Corporations if there are any outstanding franchise tax obligations or if the entity has been voided or forfeited.
Item	Detail
Qualification State	California
Registered Office	450 Folsom Street, 7th Floor, San Francisco, CA 94105 (engineering office location)
Issuing Authority	California Secretary of State
Certificate Type	Certificate of Status (Good Standing)
Order Date (Target)	July 7, 2025
Processing Option	Expedited (priority handling — the California Secretary of State offers a "Special Handling" service for an additional fee)

Expected Turnaround	3–5 business days for expedited/special handling requests; standard processing can take significantly longer (up to several weeks)
Estimated Fee	$5 (certificate fee) + expedited handling fee (approximately $15–$20); approximately $25 total
Notes	California is historically one of the slower jurisdictions for processing certificate requests, and early ordering is strongly recommended. The order should be placed no later than July 7, 2025 to ensure receipt by July 14, 2025. Prior to ordering, the following pre-order confirmations are required: (1) confirm that the Company's status with the California Franchise Tax Board ("FTB") is clear and that the Company is not under suspension or forfeiture for failure to pay California franchise or income taxes — a tax suspension by the FTB will prevent the Secretary of State from issuing a certificate of status; (2) confirm that the Company's Statement of Information (California's equivalent of an annual report) has been timely filed; and (3) confirm the identity and status of the Company's California registered agent.
Item	Detail
Qualification State	New York
Issuing Authority	New York Department of State, Division of Corporations, State Records and Uniform Commercial Code
Certificate Type	Certificate of Good Standing
Order Date (Target)	July 7, 2025
Processing Option	Expedited (24-hour processing available)
Expected Turnaround	1–2 business days with expedited processing
Estimated Fee	Approximately $25 (including certificate and expedited processing fees)
Notes	Confirm whether a separate tax clearance from the New York State Department of Taxation and Finance is required as a prerequisite for the issuance of a certificate of good standing by the Department of State. In certain circumstances, the New York Department of State may require evidence that the entity is in compliance with its New York State tax obligations before issuing a good standing certificate. Confirm biennial statement filings are current. Given Skybridge's significant presence in New York (including its financial institution client relationships), New York compliance should be confirmed early in the process.
Item	Detail
Qualification State	Texas
Issuing Authority	Texas Secretary of State
Certificate Type	Certificate of Fact — Status (Texas's equivalent of a certificate of good standing)
Order Date (Target)	July 10, 2025
Processing Option	Expedited
Expected Turnaround	1–3 business days
Estimated Fee	Approximately $15
Notes	Prior to ordering, confirm that the Company's Texas franchise tax filings are current with the Texas Comptroller of Public Accounts. The Texas Comptroller maintains a searchable database of entities and their franchise tax account status. If the Company has any outstanding franchise tax obligations, the Texas Secretary of State will not issue a certificate of good standing. The Company's Texas registered agent and registered office address should also be confirmed.
Item	Detail
Qualification State	Massachusetts
Issuing Authority	Massachusetts Secretary of the Commonwealth, Corporations Division
Certificate Type	Certificate of Good Standing

Order Date (Target)	July 7, 2025
Processing Option	Expedited
Expected Turnaround	2–5 business days
Estimated Fee	Approximately $25
Notes	The Company maintains an operational presence in Massachusetts related to its banking relationships, including its relationship with Velthorn Commerce Bank, N.A., which is headquartered at 100 Federal Street, Boston, Massachusetts 02110. Given that Massachusetts processing times can vary, the order should be placed no later than July 7, 2025 to allow adequate lead time. Prior to ordering, confirm that the Company's annual report filings with the Massachusetts Secretary of the Commonwealth are current and that the Company's Massachusetts registered agent is active.
Item	Detail
Qualification State	Illinois
Issuing Authority	Illinois Secretary of State, Department of Business Services
Certificate Type	Certificate of Good Standing
Order Date (Target)	July 7, 2025
Processing Option	Expedited
Expected Turnaround	2–4 business days
Estimated Fee	Approximately $25–$50 (depending on the type of certificate and processing option selected)
Notes	Prior to ordering, confirm that the Company's annual report filings with the Illinois Secretary of State are current and that all fees associated with such filings have been paid. Confirm the identity and status of the Company's Illinois registered agent. Illinois has recently modernized its online filing systems, and expedited processing is generally reliable, but early ordering is recommended given the 2–4 business day processing window.
Item	Detail
Qualification State	Georgia
Issuing Authority	Georgia Secretary of State, Corporations Division
Certificate Type	Certificate of Existence (Georgia's equivalent of a certificate of good standing)
Order Date (Target)	July 10, 2025
Processing Option	Standard (the Georgia Secretary of State typically processes requests quickly, and standard processing should be sufficient given the expected turnaround time)
Expected Turnaround	1–3 business days
Estimated Fee	Approximately $10
Notes	Georgia does not issue a "certificate of good standing" per se; instead, the Corporations Division issues a "Certificate of Existence" confirming that the entity is registered and in compliance with Georgia's filing requirements. Prior to ordering, confirm that the Company's annual registration with the Georgia Secretary of State is current and that all registration fees have been paid.
Item	Detail
Qualification State	Florida

Issuing Authority	Florida Department of State, Division of Corporations
Certificate Type	Certificate of Status (Florida's equivalent of a certificate of good standing)
Order Date (Target)	July 10, 2025
Processing Option	Expedited
Expected Turnaround	1–2 business days
Estimated Fee	Approximately $10
Notes	Online ordering is available through the Florida Division of Corporations' Sunbiz portal (www.sunbiz.org) for the fastest turnaround. Certificates of status ordered online are generally available within 24 hours or less. Prior to ordering, confirm that the Company's annual report filings with the Florida Division of Corporations are current. Florida annual reports are due by May 1 of each year; confirm that the 2025 annual report has been filed. Confirm the identity and status of the Company's Florida registered agent.
Item	Detail
Qualification State	Virginia
Issuing Authority	Virginia State Corporation Commission
Certificate Type	Certificate of Good Standing
Order Date (Target)	July 10, 2025
Processing Option	Expedited
Expected Turnaround	1–2 business days
Estimated Fee	Approximately $6
Notes	Online ordering is available through the Virginia State Corporation Commission's Clerk's Information System. Virginia typically processes certificate requests promptly, and expedited processing should ensure timely receipt. Confirm that the Company's annual report (Annual Registration Fee) filing with the Virginia State Corporation Commission is current.
Item	Detail
Qualification State	New Jersey
Issuing Authority	New Jersey Department of the Treasury, Division of Revenue and Enterprise Services
Certificate Type	Certificate of Good Standing / Short Form
Order Date (Target)	July 7, 2025
Processing Option	Expedited
Expected Turnaround	2–5 business days
Estimated Fee	Approximately $25
Notes	New Jersey has historically experienced slower processing times for certificate requests, and early ordering is recommended. The order should be placed no later than July 7, 2025 to ensure receipt by July 14, 2025. Prior to ordering, confirm the following: (1) the Company's annual report filings with the New Jersey Division of Revenue are current; (2) the Company's business registration filing with the Division of Revenue is current and has not lapsed; and (3) the Company's New Jersey registered agent is active and authorized. If any deficiencies are identified, they should be cured immediately to avoid delays in certificate issuance.

Item	Detail
Qualification State	Connecticut
Issuing Authority	Connecticut Secretary of the State, Commercial Recording Division
Certificate Type	Certificate of Legal Existence (Connecticut's equivalent of a certificate of good standing)
Order Date (Target)	July 10, 2025
Processing Option	Standard / Expedited (expedited to be selected if standard processing times indicate a risk of late receipt)
Expected Turnaround	1–3 business days
Estimated Fee	Approximately $25
Notes	Skybridge has connections to Connecticut arising from its business relationship with Cedarhurst Advisory Group LLC, which is based in the state, and may have a broader operational nexus in the jurisdiction. Prior to ordering, confirm that the Company's annual report filings with the Connecticut Secretary of the State are current and that the Company's Connecticut registered agent is active. Connecticut's processing times are generally reliable, and standard processing should be sufficient, but expedited processing may be selected as a precaution.
#	Jurisdiction	Certificate Type	Issuing Authority	Target Order Date	Processing Type	Expected Turnaround	Estimated Fee	Status	Date Received	Notes / Issues
1	Delaware	Certificate of Good Standing (Short Form)	DE Secretary of State, Division of Corporations	July 10, 2025	Same-Day Expedited	Same day (if before 2:00 PM ET)	$175	Most critical; confirm franchise tax current
2	California	Certificate of Status (Good Standing)	CA Secretary of State	July 7, 2025	Expedited (Special Handling)	3–5 business days	$25	Slow jurisdiction; confirm FTB status clear
3	New York	Certificate of Good Standing	NY Department of State, Division of Corporations	July 7, 2025	Expedited (24-hour)	1–2 business days	$25	Confirm tax clearance requirements
4	Texas	Certificate of Fact — Status	TX Secretary of State	July 10, 2025	Expedited	1–3 business days	$15	Confirm Comptroller franchise tax filings current
5	Massachusetts	Certificate of Good Standing	MA Secretary of the Commonwealth	July 7, 2025	Expedited	2–5 business days	$25	Confirm annual report filings current
6	Illinois	Certificate of Good Standing	IL Secretary of State, Dept. of Business Services	July 7, 2025	Expedited	2–4 business days	$25–$50	Confirm annual report filings current
7	Georgia	Certificate of Existence	GA Secretary of State, Corporations Division	July 10, 2025	Standard	1–3 business days	$10	Confirm annual registration current
8	Florida	Certificate of Status	FL Department of State, Division of Corporations	July 10, 2025	Expedited	1–2 business days	$10	Online ordering; confirm 2025 annual report filed
9	Virginia	Certificate of Good Standing	VA State Corporation Commission	July 10, 2025	Expedited	1–2 business days	$6	Online ordering available
10	New Jersey	Certificate of Good Standing / Short Form	NJ Department of the Treasury, Division of Revenue	July 7, 2025	Expedited	2–5 business days	$25	Slow jurisdiction; order early; confirm business registration current
11	Connecticut	Certificate of Legal Existence	CT Secretary of the State	July 10, 2025	Standard / Expedited	1–3 business days	$25	Confirm annual report filings current
TOTAL (Estimated):	$366–$391
Action Item	Responsible Party	Target Date
Confirm all state franchise tax, annual report, and business registration filings are current in all eleven (11) jurisdictions	Teresa Okafor / Marcus Ellingham (Skybridge)	By June 20, 2025
Provide Calderwood & Harkness LLP with a current list of registered agents in all jurisdictions, including name, address, and contact information	Teresa Okafor (Skybridge)	By June 20, 2025

Verify registered agent status in all jurisdictions against state filing records	Ryan Kowalski (Calderwood & Harkness LLP)	By June 20, 2025
Confirm entity name in each jurisdiction and identify any assumed / fictitious name filings	Ryan Kowalski / Naomi Petersen (Calderwood & Harkness LLP)	By June 25, 2025
Resolve any compliance deficiencies identified during the pre-order verification process	Teresa Okafor / Marcus Ellingham (Skybridge), with assistance from Calderwood & Harkness LLP	By July 1, 2025
Place orders for certificates in slower-processing jurisdictions: California, Massachusetts, New Jersey, Illinois, and New York	Ryan Kowalski (Calderwood & Harkness LLP)	July 7, 2025
Place orders for certificates in faster-processing jurisdictions: Delaware, Texas, Georgia, Florida, Virginia, and Connecticut	Ryan Kowalski (Calderwood & Harkness LLP)	July 10, 2025
Receive and review all certificates; confirm accuracy of entity name, date, and status	Ryan Kowalski / Naomi Petersen (Calderwood & Harkness LLP)	By July 16, 2025
Deliver copies of all certificates to Ashland Burke & Thayer LLP (Attention: Jennifer Kwan) for SPAC counsel's review	Ryan Kowalski (Calderwood & Harkness LLP)	By July 17, 2025
Assemble final set of certificates for attachment to the Secretary's Certificate and inclusion in the closing binder	Naomi Petersen (Calderwood & Harkness LLP)	By July 18, 2025
Attach certificates to Secretary's Certificate and deliver at closing	Naomi Petersen (Calderwood & Harkness LLP)	July 21, 2025 (Closing)
If closing is delayed, assess re-order needs based on five-business-day freshness requirement and place replacement orders as necessary	Ryan Kowalski (Calderwood & Harkness LLP)	As needed

CALDERWOOD & HARKNESS LLP 125 Broad Street, 40th Floor New York, New York 10004
PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
MEMORANDUM
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I. Purpose and Background
This memorandum sets forth the complete list of good standing certificates (also known, depending on the issuing jurisdiction, as certificates of existence, certificates of status, certificates of fact, or certificates of legal existence) that must be obtained for Skybridge Fintech Ltd. (the "Company" or "Skybridge") in connection with the closing of the business combination (the "Business Combination") contemplated by that certain Business Combination Agreement, dated as of April 14, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "BCA"), among Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("PGAC" or "Pinnacle"), Pinnacle Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PGAC ("Merger Sub"), and the Company.
As counsel to the Company in connection with the Business Combination, Calderwood & Harkness LLP is responsible for coordinating the procurement of all good standing certificates required to satisfy the closing conditions set forth in the BCA. Good standing certificates are required as closing deliverables under the BCA, and they are specifically necessary to satisfy conditions precedent to the obligations of Pinnacle and Merger Sub to consummate the transactions at closing. In particular, Section 8.02(a)(iii) of the BCA requires the Company to deliver evidence, in form and substance reasonably satisfactory to PGAC, that the Company is in good standing (or the equivalent thereof) in its jurisdiction of incorporation and in each jurisdiction in which it is qualified to do business as a foreign corporation.
The certificates described in this memorandum will be attached to or referenced in the Secretary's Certificate of Skybridge Fintech Ltd. to be delivered by the Company at the closing of the Business Combination pursuant to Section 8.02(a)(iv) of the BCA. Such Secretary's Certificate will be executed by the Secretary or an Assistant Secretary of the Company and will certify, among other things, the Company's organizational documents, board resolutions, incumbency of officers, and good standing status.
The projected closing date for the Business Combination is July 21, 2025 (the "Projected Closing Date"). All certificates should be dated no earlier than five (5) business days prior to the Projected Closing Date — that is, no earlier than July 14, 2025 — in order to satisfy the freshness requirements customarily imposed by SPAC counsel and transaction counterparties in de-SPAC business combination transactions. We note that SPAC counsel, Ashland Burke & Thayer LLP, has confirmed that certificates dated within this five-business-day window will be acceptable for purposes of satisfying the closing conditions under the BCA.
Given the projected transaction timeline — which contemplates the filing of the definitive proxy statement/prospectus with the U.S. Securities and Exchange Commission in mid-June 2025, the PGAC Extraordinary General Meeting of shareholders on July 18, 2025, and the closing on July 21, 2025 — initial orders for good standing certificates should be placed with sufficient lead time to ensure availability by July 14, 2025 at the latest. As discussed in greater detail below, certain jurisdictions (notably California, Massachusetts, New Jersey, and Illinois) have longer processing times and should be ordered earlier, while other jurisdictions (notably Delaware, Texas, Georgia, Florida, Virginia, and Connecticut) process requests more quickly and may be ordered closer to the target receipt date. Expedited processing should be utilized where available to minimize staleness risk near closing.
This memorandum is organized as follows: Section II sets forth general instructions for ordering, formatting, and delivering the certificates; Section III provides the detailed certificate request schedule, organized by the Company's state of incorporation and each qualification state; Section IV presents a consolidated summary table of all certificates; Section V describes pre-order verification steps that must be completed before orders are placed; Section VI identifies additional certificates and related matters for coordination; Section VII sets forth the timeline and action items; and Section VIII provides contact information for the working group members responsible for coordination.
II. General Instructions
A. Ordering Protocol
All certificates should be ordered through Calderwood & Harkness LLP's corporate services team, which maintains established relationships with state filing offices and third-party service companies in each of the relevant jurisdictions. The corporate services team will coordinate directly with the applicable Secretary of State offices (or equivalent filing authorities) and will track the status of each order through to receipt and delivery.
If the Company's internal legal or corporate governance team has existing relationships with specific state service providers or registered agent organizations that may facilitate faster processing in particular jurisdictions, please inform Ryan Kowalski as soon as practicable so that we can determine whether it is more efficient to place certain orders through such channels. In all cases, Calderwood & Harkness LLP will maintain a centralized tracking log of all certificates ordered, their status, and the dates of receipt.
Prior to placing any order, the corporate services team will confirm that the Company's registered agent in each jurisdiction is current and in good standing. A lapse in registered agent status can, in certain jurisdictions, result in the administrative dissolution or revocation of the Company's qualification to do business, which would prevent the issuance of a good standing certificate. Accordingly, if any registered agent deficiencies are identified, they must be cured before the corresponding certificate order is placed. We will coordinate with the Company's registered agent service provider to verify agent status across all jurisdictions.
Where available, same-day or expedited processing should be utilized to minimize the risk that certificates become stale before closing. The incremental cost of expedited processing is modest relative to the importance of timely delivery, and all such costs will be treated as disbursements on the Calderwood & Harkness LLP engagement, as discussed in Section II.E below.
B. Acceptable Formats
Original certificates bearing the seal or stamp of the issuing authority are preferred for inclusion in the closing binder and for attachment to the Secretary's Certificate. However, certified copies of certificates are acceptable where originals are not available in time or where the issuing jurisdiction does not provide original hard-copy certificates as a standard practice.
Electronic or digital certificates are acceptable if the issuing jurisdiction provides them with verifiable authentication codes, digital seals, or other means by which the authenticity of the certificate can be independently confirmed by the recipient. Several jurisdictions, including Delaware and Florida, now routinely issue certificates in electronic format with verification capabilities, and such electronic certificates will be treated as equivalent to original certificates for purposes of satisfying the closing conditions under the BCA.
Regardless of the format in which a certificate is initially received, PDF copies of all certificates should be forwarded to the following individuals immediately upon receipt:
• Ryan Kowalski (rkowalski@calderwoodharkness.com)
• Naomi Petersen (npetersen@calderwoodharkness.com)
Prompt transmission of PDF copies will allow the deal team to review each certificate for accuracy and completeness, confirm the entity name and date of the certificate, and update the tracking log accordingly. Any discrepancies or issues identified during review will be escalated immediately.
C. Delivery Instructions
Originals (Hard Copy). All original certificates should be delivered via overnight courier (Severin Partners LLC Priority Overnight or equivalent) to the following address:
Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004 Attention: Ryan Kowalski
Please include a cover letter or packing slip identifying the contents of each shipment and referencing the matter name "Skybridge Fintech Ltd. / Pinnacle Growth Acquisition Corp. — De-SPAC Business Combination."
Copies (Electronic). PDF copies of each certificate should be emailed simultaneously to the following recipients:
• Ryan Kowalski — rkowalski@calderwoodharkness.com
• Naomi Petersen — npetersen@calderwoodharkness.com
• Teresa Okafor — tokafor@skybridgefintech.com
In addition, a copy of each certificate will be provided to SPAC counsel, Ashland Burke & Thayer LLP (Attention: Jennifer Kwan, 800 Third Avenue, 30th Floor, New York, New York 10022), as part of the closing deliverables package. Calderwood & Harkness LLP will coordinate the transmittal of certificates to Ashland Burke & Thayer as they are received and will assemble the complete set of certificates for inclusion in the closing binder.
D. Dating and Freshness Requirements
As noted above, all certificates should be dated no more than five (5) business days prior to the Projected Closing Date of July 21, 2025. This means that certificates dated July 14, 2025 or later will satisfy the freshness requirement. Certificates dated earlier than July 14, 2025 will not be acceptable for closing purposes and will need to be replaced.
The five-business-day freshness window is consistent with market practice for de-SPAC business combination transactions and has been confirmed as acceptable by Ashland Burke & Thayer LLP on behalf of PGAC. If PGAC or its counsel subsequently requests a shorter freshness window (e.g., three business days), we will adjust the ordering timeline accordingly and will notify the Company promptly.
If the closing of the Business Combination is delayed beyond the Projected Closing Date for any reason — including, without limitation, a postponement of the PGAC Extraordinary General Meeting, a failure to obtain the requisite shareholder approvals, regulatory delays, or the exercise by PGAC of any extension right under the BCA — replacement certificates may need to be ordered to ensure that all certificates remain within the five-business-day freshness window as of the actual closing date. The Calderwood & Harkness deal team will monitor the transaction timeline and, in the event of a delay, will assess whether re-ordering is necessary and will coordinate the procurement of replacement certificates on an expedited basis.
For jurisdictions with historically slow processing times (including California, Massachusetts, New Jersey, and Illinois, as noted in the certificate request schedule below), orders should be placed with sufficient lead time to allow for re-ordering in the event that the initial certificates become stale due to a closing delay.
E. Cost
Filing fees, certificate fees, and expedited processing fees associated with the procurement of good standing certificates will be billed as disbursements on the Calderwood & Harkness LLP engagement for the Skybridge / Pinnacle de-SPAC Business Combination. These fees are distinct from legal fees and will be itemized separately on the firm's invoices.
The estimated total cost for all certificates (eleven jurisdictions, as detailed in Section III below), including expedited and same-day processing fees where applicable, is approximately $1,500 to $3,000, depending on the specific processing options selected for each jurisdiction. If replacement certificates are required due to a closing delay, the incremental cost for re-ordering will be comparable.
A detailed breakdown of the estimated fees for each jurisdiction is set forth in the certificate request schedule in Section III below and in the summary table in Section IV.
III. Certificate Request Schedule
The following schedule sets forth the detailed ordering instructions for each good standing certificate required in connection with the closing of the Business Combination. The schedule is organized by the Company's state of incorporation (Delaware) followed by each state in which the Company is qualified to do business as a foreign corporation (the "Qualification States").
The list of Qualification States is based on the legal due diligence conducted by Calderwood & Harkness LLP during the period from February 10 through March 28, 2025, in connection with the negotiation and execution of the BCA. That due diligence confirmed that Skybridge Fintech Ltd. is qualified to do business as a foreign corporation in ten (10) states, in addition to its state of incorporation (Delaware), reflecting the Company's corporate headquarters in Wilmington, Delaware, its engineering office in San Francisco, California, and its broader operational footprint serving mid-market financial institutions and neobanks across the United States with approximately 340 employees.
A. State of Incorporation — Delaware
B. Qualification States
Note: Based on the legal due diligence conducted by Calderwood & Harkness LLP during the period of February 10 through March 28, 2025, Skybridge Fintech Ltd. is qualified to do business as a foreign corporation in the following ten (10) states. The ordering instructions and estimated fees for each state are set forth below.
1. California.
2. New York
3. Texas.
4. Massachusetts.
5. Illinois.
6. Georgia.
7. Florida.
8. Virginia.
9. New Jersey
10. Connecticut.
IV. Summary Table — All Certificates
The following consolidated table sets forth all good standing certificates to be ordered in connection with the closing of the Business Combination. This table will serve as the primary tracking document for the certificate procurement process and should be updated as certificates are ordered, received, and reviewed.
Note regarding estimated total fees: The estimated fees shown in the table above reflect the base certificate fees and expedited processing fees charged by each issuing authority. Additional handling charges, service company fees, and courier costs may apply, which could bring the total cost for all certificates into the range of approximately $1,500 to $3,000 as previously estimated. The final cost will depend on the specific service providers utilized, the number of re-orders required (if any), and the shipping method selected for delivery of original certificates.
V. Pre-Order Verification Steps
Before any certificate orders are placed, the following verification steps must be completed to ensure that the Company is in compliance with all filing and tax requirements in each jurisdiction and that certificates will be issued without delay. Failure to complete these verification steps in advance of ordering could result in a certificate request being rejected or delayed, which could in turn jeopardize timely satisfaction of the closing conditions under the BCA.
1. Franchise Tax and Annual Report Compliance. Calderwood & Harkness LLP requests that Teresa Okafor, in coordination with Marcus Ellingham (Chief Financial Officer), confirm that all state franchise taxes, annual reports, business registration filings, and any other periodic filings required by each jurisdiction are current and have been timely filed for all applicable filing periods through the date of the certificate order. A good standing certificate (or its equivalent) will not be issued by the relevant filing authority if there are outstanding compliance deficiencies, unpaid franchise taxes, unfiled annual reports, or other delinquencies on the entity's record with the state.
Specific items to confirm for each jurisdiction include, but are not limited to, the following:
• Delaware: Franchise tax payments current through 2025; annual franchise tax report filed.
• California: Franchise Tax Board status clear; no suspension or forfeiture; Statement of Information filed.
• New York: Biennial statement filed; tax clearance status confirmed (if applicable).
• Texas: Franchise tax filings current with the Texas Comptroller of Public Accounts; no forfeiture or revocation.
• Massachusetts: Annual report filed with the Secretary of the Commonwealth.
• Illinois: Annual report filed with the Secretary of State.
• Georgia: Annual registration filed with the Secretary of State.
• Florida: Annual report filed with the Division of Corporations (due May 1 annually; confirm 2025 filing is complete).
• Virginia: Annual registration fee paid to the State Corporation Commission.
• New Jersey: Annual report filed with the Division of Revenue; business registration current.
• Connecticut: Annual report filed with the Secretary of the State.
If any deficiencies are identified, they must be cured before the applicable certificate order is placed. The cure process may require the payment of back taxes, the filing of delinquent reports, or the reinstatement of the entity's good standing status, depending on the jurisdiction and the nature of the deficiency. Calderwood & Harkness LLP can assist with the preparation and filing of any remedial filings as needed.
2. Registered Agent Confirmation. Calderwood & Harkness LLP will verify that the Company's registered agent in each state is active, authorized, and in good standing with the relevant filing authority. A lapse in registered agent status can, in certain jurisdictions, result in the administrative dissolution or revocation of the entity's qualification to do business, which would prevent the issuance of a good standing certificate.
The Company should provide Calderwood & Harkness LLP with a current list of its registered agents in all jurisdictions, including the name, address, and contact information for each agent. If the Company uses a single national registered agent service (e.g., Hollowell Technologies, Pemberton Industries, or a similar provider), the Company should confirm that the service agreement is current and that fees are paid through the applicable dates. Calderwood & Harkness LLP will independently verify the registered agent information against the records maintained by each state's filing authority.
3. Entity Name Verification. Calderwood & Harkness LLP will confirm the exact legal name under which the Company is qualified in each state. In most jurisdictions, the Company is qualified under its legal name, "Skybridge Fintech Ltd." However, it is possible that the Company may have filed under a slightly different name in one or more jurisdictions (for example, due to name availability restrictions at the time of qualification) or may have fictitious name or assumed name filings on record. Any discrepancies between the name on the good standing certificate and the legal name of the Company as set forth in the BCA must be identified and resolved before closing. The Company should provide Calderwood & Harkness LLP with copies of its foreign qualification certificates and any assumed/fictitious name filings for each jurisdiction.
VI. Additional Certificates to Consider
A. Pinnacle Growth Acquisition Corp.
For the avoidance of doubt, good standing certificates for Pinnacle Growth Acquisition Corp. and Pinnacle Merger Sub Inc. are the responsibility of SPAC counsel, Ashland Burke & Thayer LLP, and are not included in this request list. Specifically:
• PGAC — Cayman Islands Certificate of Good Standing: As a Cayman Islands exempted company, PGAC will need to obtain a certificate of good standing from the Cayman Islands Registrar of Companies. This certificate is required prior to the domestication of PGAC as a Delaware corporation, which is contemplated as part of the Business Combination.
• PGAC — Delaware Certificate of Good Standing (Post-Domestication): Following the domestication of PGAC as a Delaware corporation, a certificate of good standing from the Delaware Secretary of State will be required for the domesticated entity.
• Pinnacle Merger Sub Inc. — Delaware Certificate of Good Standing: As a newly formed Delaware corporation and wholly owned subsidiary of PGAC, Merger Sub will need to obtain a certificate of good standing from the Delaware Secretary of State.
Calderwood & Harkness LLP will coordinate with Ashland Burke & Thayer LLP to confirm receipt of the foregoing certificates and will include them in the closing binder alongside the Company's certificates.
B. Tax Clearance Certificates
Certain jurisdictions may require separate tax clearance letters or certificates in addition to, or as a prerequisite for, the issuance of a good standing certificate. These requirements vary by jurisdiction and may depend on the type of entity, the nature of the transaction, and the specific request being made. The following jurisdictions warrant particular attention:
• California: As noted above, the California Secretary of State will not issue a certificate of status for an entity that has been suspended or forfeited by the California Franchise Tax Board. A tax clearance letter from the FTB may be required to confirm the entity's good standing with respect to its California franchise and income tax obligations. Calderwood & Harkness LLP will confirm whether a separate FTB tax clearance letter is necessary.
• New York: The New York Department of State may require evidence of compliance with New York State tax obligations as a condition to issuing a certificate of good standing. Calderwood & Harkness LLP will confirm with the Department of State and, if required, will coordinate with the Company's tax advisors to obtain the necessary tax clearance from the New York State Department of Taxation and Finance.
• New Jersey: New Jersey may require a tax clearance certificate from the New Jersey Division of Taxation as a condition to certain types of business filings or transactions. Calderwood & Harkness LLP will confirm whether such a certificate is required in connection with the issuance of a good standing certificate for the Company.
The Company's tax advisors should be consulted to the extent tax clearance certificates are required, as the procurement of such certificates may involve the disclosure of tax information and the engagement of tax professionals.
C. UCC / Lien Search Coordination
The good standing certificate request process should be coordinated with any UCC lien searches and related activities being conducted in connection with the payoff and termination of the Company's existing indebtedness at closing. In particular, the Company is party to a revolving credit facility with Velthorn Commerce Bank, N.A. (the "Velthorn Credit Facility"), pursuant to that certain Credit Agreement, dated as of March 22, 2023, between the Company and Velthorn Commerce Bank, N.A., as lender and administrative agent. As of the date of this memorandum, the outstanding balance under the Velthorn Credit Facility is approximately $18,500,000.
It is anticipated that the Velthorn Credit Facility will be repaid in full at or prior to the closing of the Business Combination, and that Velthorn Commerce Bank, N.A. will file UCC-3 termination statements to release its security interests in the Company's assets. Calderwood & Harkness LLP is coordinating with Velthorn Commerce Bank, N.A. and its counsel to obtain payoff letters and to confirm that all lien termination statements will be filed on a timely basis.
The coordination between the good standing certificate process and the UCC lien search / payoff process is important because, in certain jurisdictions, the existence of outstanding tax liens or state-level liens on the entity's record could impact the entity's good standing status or could result in notations on the certificate that raise questions at closing. Calderwood & Harkness LLP will ensure that the good standing certificate process and the UCC lien search process are conducted in parallel and that any issues identified in either process are promptly communicated to the working group.
VII. Timeline and Action Items
The following timeline sets forth the key milestones and action items for the procurement of good standing certificates in connection with the closing of the Business Combination. All dates are based on the Projected Closing Date of July 21, 2025 and are subject to adjustment if the closing date is changed.
VIII. Contact Information for Coordination
The following individuals are the primary points of contact for the good standing certificate procurement process:
Calderwood & Harkness LLP:
Ryan Kowalski, Counsel 125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 555-4100
Email: rkowalski@calderwoodharkness.com
Naomi Petersen, Lead Associate 125 Broad Street, 40th Floor New York, New York 10004
Email: npetersen@calderwoodharkness.com
James Prentice, Responsible Partner 125 Broad Street, 40th Floor New York, New York 10004
Email: jprentice@calderwoodharkness.com
Skybridge Fintech Ltd.:
Teresa Okafor, General Counsel 1200 Market Street, Suite 1400 Wilmington, Delaware 19801
Email: tokafor@skybridgefintech.com
Marcus Ellingham, Chief Financial Officer 1200 Market Street, Suite 1400 Wilmington, Delaware 19801
Email: mellingham@skybridgefintech.com
Ashland Burke & Thayer LLP (SPAC Counsel):
Jennifer Kwan, Partner 800 Third Avenue, 30th Floor New York, New York 10022
All questions, issues, and communications regarding the good standing certificate procurement process should be directed to Ryan Kowalski in the first instance. Urgent issues requiring partner-level attention should be escalated to James Prentice.
IX. Closing Note
This request list is a working document and will be updated on a rolling basis as certificates are ordered, received, and reviewed by the Calderwood & Harkness LLP deal team. An updated version of this memorandum (or, as applicable, the summary tracking table in Section IV) will be circulated to the distribution list periodically and upon the occurrence of any material development in the certificate procurement process.
Any issues identified during the ordering process — including, without limitation, outstanding annual report filings, suspended or forfeited entity status, registered agent deficiencies, tax clearance complications, or discrepancies in the entity name — should be immediately escalated to James Prentice (Calderwood & Harkness LLP) and Teresa Okafor (Skybridge Fintech Ltd.) for prompt resolution. Given the transaction timeline, delays in addressing compliance deficiencies could jeopardize the Company's ability to satisfy the closing conditions under the BCA on the Projected Closing Date.
This memorandum should be read in conjunction with the Closing Checklist and Conditions Tracker maintained by Calderwood & Harkness LLP for the Skybridge Fintech Ltd. / Pinnacle Growth Acquisition Corp. de-SPAC Business Combination, which provides a comprehensive overview of all closing deliverables, conditions precedent, and related action items. The good standing certificates described herein correspond to Line Items 4.01 through 4.11 of the Closing Checklist.
We are available to discuss any questions or concerns regarding this request list at your convenience.
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum has been prepared by Calderwood & Harkness LLP for the exclusive use of its client, Skybridge Fintech Ltd., and is protected by the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection. This memorandum should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP, except as may be required in connection with the closing of the Business Combination (e.g., delivery of certificates to SPAC counsel as closing deliverables).
TO: | Teresa Okafor, General Counsel, Skybridge Fintech Ltd.
FROM: | Ryan Kowalski, Calderwood & Harkness LLP
CC: | James Prentice, Responsible Partner, Calderwood & Harkness LLP; Naomi Petersen, Lead Associate, Calderwood & Harkness LLP; Sandra Tung, Billing Partner, Calderwood & Harkness LLP
DATE: | May 28, 2025
RE: | Good Standing Certificates — Request List for Skybridge Fintech Ltd. in Connection with the Business Combination with Pinnacle Growth Acquisition Corp.
MATTER: | Skybridge Fintech Ltd. / Pinnacle Growth Acquisition Corp. De-SPAC Business Combination
Item | Detail
Entity | Skybridge Fintech Ltd.
Entity Type | Corporation
EIN | 83-2471560
Date of Incorporation | June 15, 2018
Issuing Authority | Delaware Secretary of State, Division of Corporations
Certificate Type | Certificate of Good Standing (Short Form)
Order Date (Target) | July 10, 2025
Processing Option | Same-day expedited (available from the Delaware Division of Corporations for orders placed and paid before 2:00 PM ET)
Expected Turnaround | Same day if ordered before 2:00 PM ET; otherwise next business day
Estimated Fee | $50 (certificate fee) + $100 (same-day expedited processing fee); approximately $175 total with handling and service charges
Notes | This is the most critical certificate, as Delaware is the Company's state of incorporation. The following pre-order confirmations are required: (1) confirm that all Delaware franchise tax payments are current through the date of the certificate order (contact the Delaware Division of Corporations at (302) 739-3073 or verify online); (2) confirm that the Company's Delaware registered agent is active and authorized to accept service of process on behalf of the Company — per the Company's records, the registered agent is Penmark Industries (Hollowell Technologies), 1209 Orange Street, Wilmington, DE 19801; and (3) confirm that all annual franchise tax reports have been timely filed. A certificate of good standing will not be issued by the Delaware Division of Corporations if there are any outstanding franchise tax obligations or if the entity has been voided or forfeited.
Item | Detail
Qualification State | California
Registered Office | 450 Folsom Street, 7th Floor, San Francisco, CA 94105 (engineering office location)
Issuing Authority | California Secretary of State
Certificate Type | Certificate of Status (Good Standing)
Order Date (Target) | July 7, 2025
Processing Option | Expedited (priority handling — the California Secretary of State offers a "Special Handling" service for an additional fee)
Expected Turnaround | 3–5 business days for expedited/special handling requests; standard processing can take significantly longer (up to several weeks)
Estimated Fee | $5 (certificate fee) + expedited handling fee (approximately $15–$20); approximately $25 total
Notes | California is historically one of the slower jurisdictions for processing certificate requests, and early ordering is strongly recommended. The order should be placed no later than July 7, 2025 to ensure receipt by July 14, 2025. Prior to ordering, the following pre-order confirmations are required: (1) confirm that the Company's status with the California Franchise Tax Board ("FTB") is clear and that the Company is not under suspension or forfeiture for failure to pay California franchise or income taxes — a tax suspension by the FTB will prevent the Secretary of State from issuing a certificate of status; (2) confirm that the Company's Statement of Information (California's equivalent of an annual report) has been timely filed; and (3) confirm the identity and status of the Company's California registered agent.
Item | Detail
Qualification State | New York
Issuing Authority | New York Department of State, Division of Corporations, State Records and Uniform Commercial Code
Certificate Type | Certificate of Good Standing
Order Date (Target) | July 7, 2025
Processing Option | Expedited (24-hour processing available)
Expected Turnaround | 1–2 business days with expedited processing
Estimated Fee | Approximately $25 (including certificate and expedited processing fees)
Notes | Confirm whether a separate tax clearance from the New York State Department of Taxation and Finance is required as a prerequisite for the issuance of a certificate of good standing by the Department of State. In certain circumstances, the New York Department of State may require evidence that the entity is in compliance with its New York State tax obligations before issuing a good standing certificate. Confirm biennial statement filings are current. Given Skybridge's significant presence in New York (including its financial institution client relationships), New York compliance should be confirmed early in the process.
Item | Detail
Qualification State | Texas
Issuing Authority | Texas Secretary of State
Certificate Type | Certificate of Fact — Status (Texas's equivalent of a certificate of good standing)
Order Date (Target) | July 10, 2025
Processing Option | Expedited
Expected Turnaround | 1–3 business days
Estimated Fee | Approximately $15
Notes | Prior to ordering, confirm that the Company's Texas franchise tax filings are current with the Texas Comptroller of Public Accounts. The Texas Comptroller maintains a searchable database of entities and their franchise tax account status. If the Company has any outstanding franchise tax obligations, the Texas Secretary of State will not issue a certificate of good standing. The Company's Texas registered agent and registered office address should also be confirmed.
Item | Detail
Qualification State | Massachusetts
Issuing Authority | Massachusetts Secretary of the Commonwealth, Corporations Division
Certificate Type | Certificate of Good Standing
Order Date (Target) | July 7, 2025
Processing Option | Expedited
Expected Turnaround | 2–5 business days
Estimated Fee | Approximately $25
Notes | The Company maintains an operational presence in Massachusetts related to its banking relationships, including its relationship with Velthorn Commerce Bank, N.A., which is headquartered at 100 Federal Street, Boston, Massachusetts 02110. Given that Massachusetts processing times can vary, the order should be placed no later than July 7, 2025 to allow adequate lead time. Prior to ordering, confirm that the Company's annual report filings with the Massachusetts Secretary of the Commonwealth are current and that the Company's Massachusetts registered agent is active.
Item | Detail
Qualification State | Illinois
Issuing Authority | Illinois Secretary of State, Department of Business Services
Certificate Type | Certificate of Good Standing
Order Date (Target) | July 7, 2025
Processing Option | Expedited
Expected Turnaround | 2–4 business days
Estimated Fee | Approximately $25–$50 (depending on the type of certificate and processing option selected)
Notes | Prior to ordering, confirm that the Company's annual report filings with the Illinois Secretary of State are current and that all fees associated with such filings have been paid. Confirm the identity and status of the Company's Illinois registered agent. Illinois has recently modernized its online filing systems, and expedited processing is generally reliable, but early ordering is recommended given the 2–4 business day processing window.
Item | Detail
Qualification State | Georgia
Issuing Authority | Georgia Secretary of State, Corporations Division
Certificate Type | Certificate of Existence (Georgia's equivalent of a certificate of good standing)
Order Date (Target) | July 10, 2025
Processing Option | Standard (the Georgia Secretary of State typically processes requests quickly, and standard processing should be sufficient given the expected turnaround time)
Expected Turnaround | 1–3 business days
Estimated Fee | Approximately $10
Notes | Georgia does not issue a "certificate of good standing" per se; instead, the Corporations Division issues a "Certificate of Existence" confirming that the entity is registered and in compliance with Georgia's filing requirements. Prior to ordering, confirm that the Company's annual registration with the Georgia Secretary of State is current and that all registration fees have been paid.
Item | Detail
Qualification State | Florida
Issuing Authority | Florida Department of State, Division of Corporations
Certificate Type | Certificate of Status (Florida's equivalent of a certificate of good standing)
Order Date (Target) | July 10, 2025
Processing Option | Expedited
Expected Turnaround | 1–2 business days
Estimated Fee | Approximately $10
Notes | Online ordering is available through the Florida Division of Corporations' Sunbiz portal (www.sunbiz.org) for the fastest turnaround. Certificates of status ordered online are generally available within 24 hours or less. Prior to ordering, confirm that the Company's annual report filings with the Florida Division of Corporations are current. Florida annual reports are due by May 1 of each year; confirm that the 2025 annual report has been filed. Confirm the identity and status of the Company's Florida registered agent.
Item | Detail
Qualification State | Virginia
Issuing Authority | Virginia State Corporation Commission
Certificate Type | Certificate of Good Standing
Order Date (Target) | July 10, 2025
Processing Option | Expedited
Expected Turnaround | 1–2 business days
Estimated Fee | Approximately $6
Notes | Online ordering is available through the Virginia State Corporation Commission's Clerk's Information System. Virginia typically processes certificate requests promptly, and expedited processing should ensure timely receipt. Confirm that the Company's annual report (Annual Registration Fee) filing with the Virginia State Corporation Commission is current.
Item | Detail
Qualification State | New Jersey
Issuing Authority | New Jersey Department of the Treasury, Division of Revenue and Enterprise Services
Certificate Type | Certificate of Good Standing / Short Form
Order Date (Target) | July 7, 2025
Processing Option | Expedited
Expected Turnaround | 2–5 business days
Estimated Fee | Approximately $25
Notes | New Jersey has historically experienced slower processing times for certificate requests, and early ordering is recommended. The order should be placed no later than July 7, 2025 to ensure receipt by July 14, 2025. Prior to ordering, confirm the following: (1) the Company's annual report filings with the New Jersey Division of Revenue are current; (2) the Company's business registration filing with the Division of Revenue is current and has not lapsed; and (3) the Company's New Jersey registered agent is active and authorized. If any deficiencies are identified, they should be cured immediately to avoid delays in certificate issuance.
Item | Detail
Qualification State | Connecticut
Issuing Authority | Connecticut Secretary of the State, Commercial Recording Division
Certificate Type | Certificate of Legal Existence (Connecticut's equivalent of a certificate of good standing)
Order Date (Target) | July 10, 2025
Processing Option | Standard / Expedited (expedited to be selected if standard processing times indicate a risk of late receipt)
Expected Turnaround | 1–3 business days
Estimated Fee | Approximately $25
Notes | Skybridge has connections to Connecticut arising from its business relationship with Cedarhurst Advisory Group LLC, which is based in the state, and may have a broader operational nexus in the jurisdiction. Prior to ordering, confirm that the Company's annual report filings with the Connecticut Secretary of the State are current and that the Company's Connecticut registered agent is active. Connecticut's processing times are generally reliable, and standard processing should be sufficient, but expedited processing may be selected as a precaution.
# | Jurisdiction | Certificate Type | Issuing Authority | Target Order Date | Processing Type | Expected Turnaround | Estimated Fee | Status | Date Received | Notes / Issues
1 | Delaware | Certificate of Good Standing (Short Form) | DE Secretary of State, Division of Corporations | July 10, 2025 | Same-Day Expedited | Same day (if before 2:00 PM ET) | $175 | Most critical; confirm franchise tax current
2 | California | Certificate of Status (Good Standing) | CA Secretary of State | July 7, 2025 | Expedited (Special Handling) | 3–5 business days | $25 | Slow jurisdiction; confirm FTB status clear
3 | New York | Certificate of Good Standing | NY Department of State, Division of Corporations | July 7, 2025 | Expedited (24-hour) | 1–2 business days | $25 | Confirm tax clearance requirements
4 | Texas | Certificate of Fact — Status | TX Secretary of State | July 10, 2025 | Expedited | 1–3 business days | $15 | Confirm Comptroller franchise tax filings current
5 | Massachusetts | Certificate of Good Standing | MA Secretary of the Commonwealth | July 7, 2025 | Expedited | 2–5 business days | $25 | Confirm annual report filings current
6 | Illinois | Certificate of Good Standing | IL Secretary of State, Dept. of Business Services | July 7, 2025 | Expedited | 2–4 business days | $25–$50 | Confirm annual report filings current
7 | Georgia | Certificate of Existence | GA Secretary of State, Corporations Division | July 10, 2025 | Standard | 1–3 business days | $10 | Confirm annual registration current
8 | Florida | Certificate of Status | FL Department of State, Division of Corporations | July 10, 2025 | Expedited | 1–2 business days | $10 | Online ordering; confirm 2025 annual report filed
9 | Virginia | Certificate of Good Standing | VA State Corporation Commission | July 10, 2025 | Expedited | 1–2 business days | $6 | Online ordering available
10 | New Jersey | Certificate of Good Standing / Short Form | NJ Department of the Treasury, Division of Revenue | July 7, 2025 | Expedited | 2–5 business days | $25 | Slow jurisdiction; order early; confirm business registration current
11 | Connecticut | Certificate of Legal Existence | CT Secretary of the State | July 10, 2025 | Standard / Expedited | 1–3 business days | $25 | Confirm annual report filings current
TOTAL (Estimated): | $366–$391
Action Item | Responsible Party | Target Date
Confirm all state franchise tax, annual report, and business registration filings are current in all eleven (11) jurisdictions | Teresa Okafor / Marcus Ellingham (Skybridge) | By June 20, 2025
Provide Calderwood & Harkness LLP with a current list of registered agents in all jurisdictions, including name, address, and contact information | Teresa Okafor (Skybridge) | By June 20, 2025
Verify registered agent status in all jurisdictions against state filing records | Ryan Kowalski (Calderwood & Harkness LLP) | By June 20, 2025
Confirm entity name in each jurisdiction and identify any assumed / fictitious name filings | Ryan Kowalski / Naomi Petersen (Calderwood & Harkness LLP) | By June 25, 2025
Resolve any compliance deficiencies identified during the pre-order verification process | Teresa Okafor / Marcus Ellingham (Skybridge), with assistance from Calderwood & Harkness LLP | By July 1, 2025
Place orders for certificates in slower-processing jurisdictions: California, Massachusetts, New Jersey, Illinois, and New York | Ryan Kowalski (Calderwood & Harkness LLP) | July 7, 2025
Place orders for certificates in faster-processing jurisdictions: Delaware, Texas, Georgia, Florida, Virginia, and Connecticut | Ryan Kowalski (Calderwood & Harkness LLP) | July 10, 2025
Receive and review all certificates; confirm accuracy of entity name, date, and status | Ryan Kowalski / Naomi Petersen (Calderwood & Harkness LLP) | By July 16, 2025
Deliver copies of all certificates to Ashland Burke & Thayer LLP (Attention: Jennifer Kwan) for SPAC counsel's review | Ryan Kowalski (Calderwood & Harkness LLP) | By July 17, 2025
Assemble final set of certificates for attachment to the Secretary's Certificate and inclusion in the closing binder | Naomi Petersen (Calderwood & Harkness LLP) | By July 18, 2025
Attach certificates to Secretary's Certificate and deliver at closing | Naomi Petersen (Calderwood & Harkness LLP) | July 21, 2025 (Closing)
If closing is delayed, assess re-order needs based on five-business-day freshness requirement and place replacement orders as necessary | Ryan Kowalski (Calderwood & Harkness LLP) | As needed

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