Teresa,
I'm pleased to confirm that the Business Combination Agreement among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd. has been fully executed as of today, April 14, 2025. In addition, all ancillary agreements executed concurrently at signing have been completed, including:
- **Sponsor Support Agreement** (Ridgeway Capital Holdings LLC and Pinnacle) - **Company Stockholder Support Agreement** (Harborview Partners; Atlas Horizon Ventures Fund II, LP; and Priya Chandrasekaran) - **Lock-Up Agreement** (Skybridge insiders and Sponsor) - **Non-Redemption / Backstop Agreement** (Velthryn Strategic Investments, LP and Pinnacle)
Congratulations to you, Priya, Marcus, and the entire Skybridge team on reaching this milestone. It has been a long road to get here, and the hard work across all sides is reflected in the quality of the agreements we signed today. Execution versions of all signed documents are currently being compiled by our team and will be circulated to the full working group and uploaded to the data room shortly.
With signing behind us, I want to lay out the immediate workstreams and projected timeline so everyone is aligned on next steps.
**1. Form 8-K Announcement Filing**
Pinnacle's counsel at Ashland Burke & Thayer LLP (William Ashford and Jennifer Kwan) is filing the Current Report on Form 8-K with the SEC today announcing execution of the BCA. The 8-K summarizes the key transaction terms, including the $450,000,000 implied enterprise value, the forward triangular merger structure, PIPE commitments totaling $150,000,000, and the backstop arrangement with Velthryn. Our team has reviewed the 8-K and provided comments; the final version is being filed this evening. Pinnacle will also issue the public press release concurrently.
**2. PIPE Subscription Agreements**
All four PIPE Subscription Agreements have been executed by the respective investors:
| Investor
Pemberton Zanthor & Co. (Rebecca Solano) served as placement agent and has confirmed that all executed counterparts are in hand.
**3. Registration Statement on Form S-4 — Drafting Kickoff**
Our team — Naomi Petersen and Ryan Kowalski are taking the lead — will immediately commence drafting the Registration Statement on Form S-4, which will also serve as the proxy statement/prospectus for Pinnacle's extraordinary general meeting. We are targeting an **initial filing date of April 28, 2025** (two weeks from today). The SEC File No. for PGAC is 333-294817.
The S-4 will need to include, among other things: a description of the business combination, risk factors, pro forma financial information, Skybridge's business description, and proposals for shareholder approval — specifically the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, and approval of the 2025 Equity Incentive Plan and 2025 Employee Stock Purchase Plan.
To hit our target filing date, we will need to coordinate promptly with the following parties:
- **Graystone Thornton LLP (Helen Marchetti)** — Skybridge's audited financial statements (FY 2024 revenue: $87.3M; EBITDA: $14.1M; FY 2023 revenue: $61.8M; EBITDA: $6.2M) and auditor's consent for inclusion in the S-4 - **Brindoval Tarvick LLP (Samuel Norris)** — Pinnacle's audited financials and consent - **Whitfield Royce & Co. (Gregory Fenton)** — regarding the fairness opinion to be referenced and/or included - **Cedarhurst Advisory Group LLC (Martin Cho)** and Leonard Cross on our side — tax opinion to be filed as an exhibit, covering the Section 368(a)(1)(A) reorganization analysis and Section 367(b) domestication analysis
Teresa, I would ask that Priya and Marcus make themselves available over the next two weeks for working sessions to draft and review the business description and MD&A sections in particular. Naomi will reach out to coordinate scheduling.
**4. Nasdaq Listing Application**
We will need to prepare and submit the Nasdaq listing application for the combined company's shares under the ticker **SBFT**. Our target is to submit **by approximately May 5, 2025**. Ashland Burke & Thayer is taking the lead on the application with our input, and we will keep you apprised as that process moves forward.
**5. Other Workstreams and Upcoming Deliverables**
- **R&W Insurance:** Clarendon Mutual Underwriters, Ltd. has bound the representation and warranty insurance policy (Policy No. CLM-2025-SPAC-04471; $45M limit / $4.5M retention). The final policy will be issued at closing.
- **D&O Tail Policy:** Marlowe Asset Management Specialty Insurance Co. has provided a quote for the D&O tail policy (Policy No. VSI-DO-2025-88320). The policy will be bound at closing.
- **Velthorn Commerce Bank Payoff:** We will need to begin coordinating the payoff letter for the $18.5M outstanding balance under the revolving credit facility (Credit Agreement dated March 22, 2023; $25M commitment). The payoff is to be funded from trust proceeds at closing. Teresa, could you connect us with the appropriate relationship contact at Velthorn Commerce Bank so we can initiate that process?
- **Closing Governance Documents:** Our team will begin preparing forms of the Amended and Restated Certificate of Incorporation and Bylaws of Skybridge Fintech Holdings, Inc. (the post-closing combined company name), as well as the Certificate of Domestication for Pinnacle's re-domiciliation from the Cayman Islands to Delaware.
- **Good Standing Certificates:** Ryan Kowalski will circulate a request list for good standing certificates for Skybridge in Delaware and all qualification states.
**6. Projected Timeline**
For reference, here is a summary of the key upcoming milestones:
- **April 28, 2025** — Initial S-4 filing with the SEC - **Early May 2025** — Nasdaq listing application submission - **Mid-to-late May 2025** — Expect first-round SEC comments (approximately 30 days after filing) - **Mid-June 2025 (projected)** — S-4 declared effective - **Late June 2025** — Definitive proxy/prospectus mailed to PGAC shareholders - **Mid-July 2025** — PGAC extraordinary general meeting (shareholder vote) - **Late July 2025** — Domestication and merger closing (projected July 21, 2025) - **Outside Date:** October 14, 2025 (extendable by three months to January 14, 2026 if the sole outstanding condition is regulatory/SEC-related)
We will circulate a more detailed closing checklist and conditions precedent tracker later this week.
Teresa, could we find time later this week — perhaps Thursday or Friday — for a call to discuss the S-4 drafting process in more detail and address any immediate questions from Skybridge management? Happy to work around your schedule.
Again, congratulations to you and the team. This was a well-run process, and I'm confident we have a smooth path ahead to closing. We'll keep things moving on our end.
Best regards,
James Prentice Partner Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006 (202) 555-4180 jprentice@calderwoodharkness.com