1009-00003 · Client 1009 · Correspondence

letter-prentice-to-ashford-closing-conditions.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Attorneys at Law

125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

May 28, 2025

William Ashford, Esq. Ashland Burke & Thayer LLP 800 Third Avenue, 30th Floor New York, New York 10022

Re: Status of Closing Conditions — Business Combination Agreement dated April 14, 2025 among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd.

Dear William:

I. Introduction and Purpose

As you know, this firm represents Skybridge Fintech Ltd. ("Skybridge" or the "Company") in connection with the proposed de-SPAC business combination with Pinnacle Growth Acquisition Corp. ("Pinnacle" or "PGAC"). The purpose of this letter is to provide you and your team at Ashland Burke & Thayer LLP ("ABT") with a comprehensive status update on the satisfaction of the closing conditions set forth in that certain Business Combination Agreement (the "BCA"), dated as of April 14, 2025, by and among Pinnacle, Pinnacle Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge.

As contemplated by the BCA, the business combination will be consummated through a forward triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), pursuant to which Merger Sub will merge with and into Skybridge, with Skybridge surviving the merger as a wholly owned subsidiary of the domesticated Pinnacle entity, which shall be renamed Skybridge Fintech Holdings, Inc. (the "Combined Company"). The transaction reflects an implied enterprise value of approximately $450,000,000 and an equity value consistent therewith, subject to adjustments as set forth in the BCA.

All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the BCA.

As provided in Section 10.1(b) of the BCA, the Outside Date for consummation of the transactions contemplated thereby is October 14, 2025, which may be extended by either party for an additional three (3) months, to January 14, 2026, in the event that the sole outstanding closing condition as of such date is a regulatory or SEC-related condition. Based on the current timeline and the progress of the workstreams detailed below, we project a closing date of July 21, 2025, which would provide substantial cushion relative to the Outside Date.

We have organized this letter to address each major closing condition and related workstream in turn, followed by a summary table and a list of outstanding action items and next steps for the benefit of both deal teams.

II. SEC Registration Statement — Form S-4 (File No. 333-294817)

A. Initial Filing

The Registration Statement on Form S-4 (SEC File No. 333-294817; CIK 0001948372) was initially filed with the Securities and Exchange Commission (the "SEC") on April 28, 2025. The Form S-4 contains the proxy statement/prospectus (the "Proxy Statement/Prospectus") to be furnished to shareholders of PGAC in connection with the PGAC extraordinary general meeting (the "EGM") at which PGAC's public shareholders will be asked to approve the business combination and related proposals.

The initial filing includes, among other items: (i) a comprehensive description of the proposed business combination and the merger structure; (ii) a detailed discussion of risk factors applicable to the transaction, Skybridge's business, and the Combined Company; (iii) pro forma financial information giving effect to the merger, the domestication, the PIPE investment, and the anticipated trust disbursements under varying redemption scenarios; (iv) a description of Skybridge's business, operations, and competitive positioning, including the Company's financial performance for fiscal years ended December 31, 2024 (Revenue: $87.3 million; Annual Recurring Revenue ("ARR"): $94.6 million; EBITDA: $14.1 million) and December 31, 2023 (Revenue: $61.8 million; EBITDA: $6.2 million); and (v) the proposals to be submitted for shareholder approval at the EGM.

B. SEC Comment Letter — First Round

On May 19, 2025, we received first-round comments from the staff of the Division of Corporation Finance of the SEC (the "Staff"). The comment letter addressed a range of disclosure matters, including the presentation of pro forma financial information, certain risk factor disclosures, the description of the earnout arrangement, background of the transaction disclosure, and other items customary in de-SPAC transactions. A total of twenty-three (23) comments were raised in the first-round letter.

Calderwood & Harkness, on behalf of Skybridge, and Ashland Burke & Thayer, on behalf of Pinnacle, have divided response responsibilities in accordance with the allocation framework we discussed on our May 20, 2025 call. Naomi Petersen of our firm has been coordinating with Jennifer Kwan of ABT on the allocation and substance of the responses. We have completed initial drafts of our allocated responses, which we will circulate to ABT for review by close of business on May 30, 2025. We request that ABT similarly circulate its draft responses by the same date so that the combined response letter can be finalized on or before June 1, 2025.

C. Amendment No. 1 to Form S-4

Based on the current timeline, we project that Amendment No. 1 to the Form S-4 ("Amendment No. 1") will be filed with the SEC on or about June 2, 2025. Amendment No. 1 will incorporate revisions responsive to the Staff's comments, updated financial data (including any interim financial information that has become available since the initial filing), and revised disclosure throughout the Proxy Statement/Prospectus. Where applicable, we will mark changes from the initial filing to facilitate the Staff's review.

Our target is for the Form S-4 to be declared effective by the SEC on or about June 16, 2025. We note, however, that this timeline is contingent upon the Staff not issuing a second round of substantive comments or, if a second round is issued, the comments being limited in scope such that they can be addressed expeditiously. We will keep ABT informed of any communications with the Staff.

For the avoidance of doubt, SEC effectiveness of the Form S-4 is a mutual closing condition under Section 8.1(b) of the BCA. The EGM cannot be convened, and the shareholder vote cannot proceed, until the Registration Statement has been declared effective and the definitive Proxy Statement/Prospectus has been mailed to PGAC shareholders.

D. Definitive Proxy Statement/Prospectus Mailing

Upon effectiveness of the Form S-4, the definitive Proxy Statement/Prospectus will be mailed to PGAC's shareholders of record. We project that the mailing will occur on or about June 18, 2025. Advantage Proxy Advisors, Inc. ("Advantage Proxy") has been engaged as the proxy solicitor for PGAC and will assist in the solicitation of shareholder votes. Continental Registrars, Inc. is serving as the transfer agent for PGAC's securities and will coordinate with Advantage Proxy on the distribution of materials and the tabulation of votes. We understand from ABT that Advantage Proxy has been briefed on the anticipated timeline and is prepared to commence solicitation efforts promptly upon mailing.

III. Nasdaq Listing Application

The listing application for the Combined Company's Class A common stock and public warrants was submitted to The Nasdaq Stock Market LLC ("Nasdaq") on May 5, 2025. Following the closing of the business combination and the domestication, the Combined Company's shares are expected to trade on Nasdaq under the ticker symbol "SBFT," replacing the current PGAC, PGACU, and PGACW tickers.

As of the date of this letter, Nasdaq's review of the listing application remains ongoing. We are pleased to report that no deficiency notices or supplemental information requests have been received from Nasdaq to date. Based on our prior experience with similar de-SPAC listings and our discussions with Nasdaq's Listing Qualifications Department, we anticipate that Nasdaq approval will be received prior to the EGM. We will promptly notify ABT of any communications from Nasdaq, including any requests for supplemental information.

Nasdaq listing approval is a mutual closing condition under Section 8.1(d) of the BCA. In connection with the listing, the Combined Company will be required to demonstrate compliance with Nasdaq's initial listing standards, including the minimum public float requirement, minimum bid price, minimum number of round lot holders, and other applicable quantitative and qualitative standards. Based on our preliminary analysis, including under elevated redemption scenarios, we believe the Combined Company will satisfy these standards, but we will continue to monitor this issue as the EGM date approaches and redemption levels become clearer.

IV. PGAC Extraordinary General Meeting — Shareholder Vote

The EGM of PGAC is projected to be held on July 18, 2025, which is approximately thirty (30) calendar days after the anticipated mailing date of the definitive Proxy Statement/Prospectus. Under the BCA, approval of the business combination by PGAC's shareholders is a closing condition, requiring adoption by ordinary resolution (i.e., a simple majority of the votes cast by shareholders present in person or by proxy at the EGM and entitled to vote thereon).

The proposals to be submitted for shareholder approval at the EGM are expected to include the following:

(a) the Business Combination Proposal — approval and adoption of the BCA and the transactions contemplated thereby, including the merger;

(b) the Domestication Proposal — approval of the domestication of Pinnacle from the Cayman Islands to the State of Delaware;

(c) the Charter Proposal — adoption of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.;

(d) the Incentive Plan Proposal — approval of the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc.;

(e) the Director Election Proposal — election of the initial board of directors of the Combined Company; and

(f) the Adjournment Proposal — approval of an adjournment of the EGM, if necessary, to solicit additional proxies in the event there are insufficient votes to approve any of the foregoing proposals.

We note the following support agreements that provide a meaningful base of committed votes:

Sponsor Support Agreement. Pursuant to that certain Sponsor Support Agreement, dated as of April 14, 2025 (the "Sponsor Support Agreement"), Ridgeway Capital Holdings LLC (the "Sponsor") has committed to vote all 7,500,000 Class B ordinary shares of PGAC held by the Sponsor in favor of all proposals presented at the EGM. The Sponsor Support Agreement further provides for the forfeiture of 500,000 Class B ordinary shares at closing, with an additional 500,000 Class B ordinary shares subject to forfeiture if redemptions exceed 75% of PGAC's public shares. The Sponsor has also waived its anti-dilution protections with respect to the Class B ordinary shares and agreed to a twelve (12)-month lock-up on all founder shares and a thirty (30)-day lock-up on all private placement warrants, in each case measured from the closing date.

Company Stockholder Support Agreement. Pursuant to that certain Company Stockholder Support Agreement, dated as of April 14, 2025 (the "Company Stockholder Support Agreement"), the following holders of Skybridge capital stock have committed to deliver written consents approving the merger on behalf of the Company: Harborview Partners (holding approximately 38.2% of Skybridge on a fully diluted basis), Atlas Horizon Ventures Fund II, LP (holding approximately 22.7% of Skybridge on a fully diluted basis), and Priya Chandrasekaran (the Company's Chief Executive Officer). Together, these holders represent a sufficient majority to approve the merger and the other transactions contemplated by the BCA on the Company side, and we do not anticipate any issue in obtaining the requisite Company stockholder approval.

V. Domestication

As contemplated by the BCA, Pinnacle will re-domicile from the Cayman Islands to the State of Delaware pursuant to Section 388 of the DGCL and the applicable provisions of the Cayman Islands Companies Act (As Revised) immediately prior to the merger effective time (the "Domestication"). The Certificate of Domestication and the Certificate of Incorporation to be filed with the Delaware Secretary of State in connection with the Domestication are in substantially final form, and we do not anticipate any material changes to these documents prior to closing.

On the Cayman Islands side, the Domestication will require de-registration of Pinnacle from the Cayman Islands Registrar of Companies. We understand that ABT is coordinating with Harborstone Corporate Services Ltd., Pinnacle's Cayman Islands registered agent, on the preparation and filing of the necessary de-registration documents. We request that ABT confirm the expected timeline for Cayman de-registration and any outstanding requirements on Pinnacle's side in this regard.

Upon the effectiveness of the Domestication, each Class A ordinary share of PGAC issued and outstanding immediately prior to the Domestication will convert automatically into one (1) share of Class A common stock, par value $0.0001 per share, of the domesticated entity, and each Class B ordinary share of PGAC held by the Sponsor will convert on a one-for-one basis into Class A common stock of the domesticated entity. The warrants of PGAC will be automatically converted into warrants exercisable for Class A common stock of the domesticated entity on substantially equivalent terms.

VI. Minimum Cash Condition

Section 8.3(d) of the BCA provides that, as a condition to Skybridge's obligation to consummate the merger, the Combined Company shall have no less than $200,000,000 of Available Cash at the closing. As defined in the BCA, "Available Cash" means the sum of (i) the proceeds held in the trust account established by Pinnacle at the time of its initial public offering (net of shareholder redemptions), plus (ii) the aggregate proceeds received from the closing of the PIPE investment, plus (iii) the aggregate proceeds received from the backstop arrangement, less (iv) the aggregate amount of transaction expenses payable at or in connection with the closing.

Set forth below is our current analysis of the Minimum Cash Condition under both a no-redemption scenario and a maximum-redemption scenario:

Trust Balance. As of March 31, 2025, the trust account maintained at Glenridge National Bank, N.A. held approximately $312,600,000, representing approximately 30,000,000 Class A ordinary shares at approximately $10.42 per share (reflecting accrued interest on the trust account).

PIPE Commitments. PGAC has entered into subscription agreements with the following four (4) institutional investors, each of which has been fully executed and remains in full force and effect:

• Hargrove Institutional Partners, LP — $60,000,000 (6,000,000 shares at $10.00 per share)

• Stonewall Global Equity Fund — $40,000,000 (4,000,000 shares at $10.00 per share)

• Meridian Crossover Fund III, LP — $25,000,000 (2,500,000 shares at $10.00 per share)

• Canfield Asset Management, LLC — $25,000,000 (2,500,000 shares at $10.00 per share)

Total PIPE commitments aggregate $150,000,000 for a total of 15,000,000 shares at $10.00 per share.

Backstop Commitment. Pursuant to the Non-Redemption/Backstop Agreement, dated as of April 14, 2025, Velthryn Strategic Investments, LP ("Velthryn") has committed to purchase up to 5,000,000 shares of Class A common stock at $10.25 per share (representing a maximum backstop commitment of $51,250,000) in the event that redemptions by PGAC's public shareholders exceed specified thresholds. In consideration for the backstop commitment, Velthryn will receive incentive shares equal to 10% of the number of backstop shares actually purchased.

Estimated Transaction Expenses. We estimate that aggregate transaction expenses payable at or in connection with the closing will total approximately $42,000,000, inclusive of, among other items, the deferred underwriting fee of $10,500,000 payable to Pemberton Zanthor & Co., legal fees of both Calderwood & Harkness and ABT, accounting and auditing fees, printing and mailing costs, proxy solicitation fees, Nasdaq listing fees, R&W insurance premiums, and other customary closing costs.

Scenario Analysis:

No-Redemption Scenario. In the event that no PGAC public shareholders elect to redeem their shares in connection with the EGM, Available Cash would equal approximately $312,600,000 (trust proceeds) + $150,000,000 (PIPE) − $42,000,000 (transaction expenses) = approximately $420,600,000. Under this scenario, the Minimum Cash Condition would be satisfied with substantial headroom of approximately $220,600,000.

Maximum-Redemption Scenario. Under a stressed scenario in which 25,000,000 of the 30,000,000 public shares are redeemed (approximately 83.3% redemption rate), with Velthryn's backstop commitment fully activated, Available Cash would equal approximately $312,600,000 − $256,250,000 (25,000,000 shares × approximately $10.25 per share redemption price) + $51,250,000 (full backstop purchase) + $150,000,000 (PIPE) − $42,000,000 (transaction expenses) = approximately $215,600,000. Under this scenario, the Minimum Cash Condition would still be satisfied, though with reduced headroom of approximately $15,600,000.

We note that even under the maximum-redemption scenario outlined above, the Minimum Cash Condition is expected to be satisfied. However, monitoring of actual redemption levels will be critical as the EGM date approaches. If redemption trends suggest levels approaching or exceeding the 83.3% threshold modeled above, we should coordinate with ABT and Velthryn to confirm the mechanics of the backstop activation and ensure that funding can be completed on the anticipated closing date. We will also monitor any developments in the PIPE investor base that could affect the availability of the committed PIPE proceeds at closing.

VII. Status of Ancillary Agreements and Closing Deliverables

A. Fully Executed Agreements (Status: Complete)

The following agreements and documents have been fully executed and delivered as of the date of this letter:

1. Business Combination Agreement — executed as of April 14, 2025, among Pinnacle, Merger Sub, and Skybridge.

2. Sponsor Support Agreement — executed as of April 14, 2025, by Ridgeway Capital Holdings LLC. As noted above, the Sponsor Support Agreement includes the Sponsor's voting commitment, share forfeiture provisions (500,000 Class B shares at closing, with an additional 500,000 if redemptions exceed 75% of public shares), waiver of anti-dilution protections, a twelve (12)-month lock-up on founder shares, and a thirty (30)-day lock-up on private placement warrants.

3. Company Stockholder Support Agreement — executed as of April 14, 2025, by Harborview Partners, Atlas Horizon Ventures Fund II, LP, and Priya Chandrasekaran.

4. Lock-Up Agreement — executed as of April 14, 2025, applicable to the following Skybridge insiders: Priya Chandrasekaran, Marcus Ellingham, Teresa Okafor, Daniel Hsiao, Harborview Partners, and Atlas Horizon Ventures Fund II, LP, as well as the Sponsor. The Lock-Up Agreement provides for a one hundred eighty (180)-day lock-up period applicable to shares received by Skybridge insiders in the merger, subject to customary early-release triggers (including, without limitation, a release upon a change of control of the Combined Company or if the closing price of the Class A common stock equals or exceeds $12.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least one hundred fifty (150) days after the closing).

5. PIPE Subscription Agreements — all four (4) subscription agreements fully executed with Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC.

6. Non-Redemption/Backstop Agreement — executed as of April 14, 2025, with Velthryn Strategic Investments, LP. The backstop commitment is for up to 5,000,000 shares at $10.25 per share ($51,250,000 maximum), with incentive shares equal to 10% of backstop shares actually purchased.

7. Form 8-K — the Current Report on Form 8-K announcing the execution of the BCA was filed with the SEC on April 14, 2025.

B. Agreements in Form / To Be Executed at Closing

The following agreements are in substantially agreed form and are expected to be executed at closing:

1. Registration Rights Agreement. The form of Registration Rights Agreement is in substantially agreed form and will be executed at closing by Skybridge Fintech Holdings, Inc., the Sponsor, certain former Skybridge shareholders, and the PIPE investors. The Registration Rights Agreement provides for shelf registration on Form S-1 (or, when available, Form S-3), demand registration rights (up to three (3) demands per annum for holders holding at least $25,000,000 of registrable securities), and customary piggyback registration rights. We are aware of several minor open points relating to blackout period provisions and the allocation of registration expenses, which we expect to resolve with ABT during the first week of June.

2. Earnout Agreement. The form of Earnout Agreement has been substantially agreed and will be executed at closing. The Earnout Agreement provides for the issuance of up to 5,000,000 additional shares of Class A common stock to former Skybridge shareholders, allocated as follows:

• Tranche 1: 2,500,000 shares issuable if the volume-weighted average price ("VWAP") of the Combined Company's Class A common stock equals or exceeds $12.50 for twenty (20) of any thirty (30) consecutive trading days within twenty-four (24) months following the closing date.

• Tranche 2: 2,500,000 shares issuable if the VWAP of the Combined Company's Class A common stock equals or exceeds $15.00 for twenty (20) of any thirty (30) consecutive trading days within thirty-six (36) months following the closing date.

3. 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. The form of the 2025 Equity Incentive Plan is being included in the Proxy Statement/Prospectus for shareholder approval at the EGM. The plan reserves an initial pool of shares equal to 10% of the outstanding Class A common stock on a fully diluted basis immediately following the closing, with an annual evergreen provision of 3% per year for a five-year period.

4. 2025 Employee Stock Purchase Plan. The form of the 2025 Employee Stock Purchase Plan is currently in preparation and will be finalized for inclusion in the closing deliverables. This plan is not subject to shareholder approval at the EGM but will be adopted by the board of directors of the Combined Company at or promptly following the closing.

C. Corporate/Governance Documents

The following corporate and governance documents are in substantially final form:

1. Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. — The form of certificate of incorporation is in substantially final form and will be filed with the Delaware Secretary of State at the closing. The certificate provides for, among other things, authorized capital stock consisting of 500,000,000 shares of Class A common stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.0001 per share (undesignated), a classified board structure with three classes of directors serving staggered three-year terms, and customary provisions regarding director exculpation and indemnification.

2. Amended and Restated Bylaws of Skybridge Fintech Holdings, Inc. — The form of bylaws is in substantially final form and will become effective at closing. The bylaws include provisions governing the conduct of board and stockholder meetings, advance notice requirements for stockholder proposals and director nominations, and forum selection provisions designating the Court of Chancery of the State of Delaware as the exclusive forum for certain corporate disputes.

3. Certificate of Domestication and Certificate of Incorporation (Domestication) — As discussed in Section V above, these documents are in substantially final form and will be filed in connection with the Domestication immediately prior to the merger effective time.

D. Closing Certificates and Deliverables — Outstanding Items

The following closing deliverables remain outstanding and are in various stages of preparation:

1. Officer's Certificate (Skybridge). The form of the officer's certificate required to be delivered by Skybridge at closing pursuant to Section 8.2(a) of the BCA has been prepared and will be executed by Priya Chandrasekaran, Chief Executive Officer, and Marcus Ellingham, Chief Financial Officer, at closing. The officer's certificate will certify that (i) the representations and warranties of Skybridge set forth in the BCA are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or material adverse effect, in all respects) as of the closing date, (ii) no Material Adverse Effect has occurred with respect to Skybridge since the date of the BCA, and (iii) Skybridge has performed and complied with in all material respects all covenants and agreements required to be performed or complied with by it under the BCA at or prior to the closing.

2. Secretary's Certificate (Skybridge). The form of the secretary's certificate has been prepared and will attach copies of the certificate of incorporation and bylaws of Skybridge (as in effect immediately prior to the merger effective time), certified copies of resolutions of the board of directors of Skybridge authorizing and approving the BCA and the transactions contemplated thereby, the written consent of the Company's stockholders, and an officer incumbency certificate.

3. Payoff Letter from Velthorn Commerce Bank, N.A. A payoff letter must be obtained from Velthorn Commerce Bank, N.A. (the "Velthorn Payoff Letter") prior to closing in connection with the payoff and termination of the outstanding revolving credit facility balance of approximately $18,500,000 under the Credit Agreement dated March 22, 2023, among Skybridge, as borrower, and Velthorn Commerce Bank, N.A., as administrative agent and lender (the total revolving commitment under such facility is $25,000,000). The Velthorn Payoff Letter must include per diem interest calculations, wire instructions for the payoff amount, an agreement to deliver a UCC-3 termination statement, and a release of all liens and security interests held by Velthorn Commerce Bank, N.A. against Skybridge and its assets. The payoff will be funded from trust proceeds at closing. We have initiated discussions with Velthorn Commerce Bank's counsel and expect to receive the payoff letter no later than July 14, 2025.

4. FIRPTA Certificate. The form of the FIRPTA certificate has been prepared for delivery at closing pursuant to Treasury Regulation § 1.1445-2(c)(3). The certificate will confirm that Skybridge is not, and has not been at any time during the applicable period described in Section 897(c)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended (the "Code"), a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code.

5. Good Standing Certificates. Requests for certificates of good standing (or equivalent certificates of status or existence) for Skybridge must be submitted to the Delaware Secretary of State and each state in which Skybridge is qualified to do business as a foreign corporation. We will coordinate the ordering of these certificates in the coming weeks and will ensure that the certificates are dated within thirty (30) days of the projected closing date.

6. Super 8-K (Closing Form 8-K). A draft of the Current Report on Form 8-K to be filed upon completion of the business combination (the "Super 8-K") is in preparation. The Super 8-K will report the completion of the merger, the Domestication, the closing of the PIPE investment, and the ticker change from PGAC to SBFT. In accordance with applicable SEC rules, the Super 8-K will include the shell company disclosures required by Item 5.06 and the information that would be required if Skybridge Fintech Holdings, Inc. were filing a registration statement on Form 10, including, without limitation, pro forma financial information, audited financial statements of Skybridge for the two most recent fiscal years, and management's discussion and analysis. We will circulate a draft of the Super 8-K to ABT for review no later than July 7, 2025.

VIII. Insurance Matters

A. Representations & Warranties Insurance

A representations and warranties insurance policy (the "R&W Policy") has been bound with Clarendon Mutual Underwriters, Ltd. under Policy No. CLM-2025-SPAC-04471. The key terms of the R&W Policy are as follows:

• Policy Limit: $45,000,000, representing approximately 10% of the implied deal value, which matches the indemnification cap under the BCA.

• Retention: $4,500,000, representing approximately 1% of the implied deal value, which matches the indemnification basket/deductible under the BCA.

• Estimated Premium: Approximately $1,800,000, inclusive of underwriting fees, broker commissions, and applicable taxes.

• Coverage: The R&W Policy covers losses arising from breaches of Skybridge's representations and warranties as set forth in the BCA, subject to customary exclusions for known matters and certain enumerated categories.

The final R&W Policy will be issued at or promptly following the closing. In lieu of a traditional indemnification escrow, the R&W Policy serves as the primary indemnification backstop for breaches of Skybridge's representations and warranties, providing certainty of recovery for Pinnacle and reducing the contingent liability exposure of the former Skybridge shareholders.

B. D&O Tail Insurance

A directors' and officers' liability tail insurance policy (the "D&O Tail Policy") has been quoted by Marlowe Asset Management Specialty Insurance Co. under Policy No. VSI-DO-2025-88320. The D&O Tail Policy will provide six (6) years of run-off coverage for the pre-closing directors and officers of Skybridge with respect to acts or omissions occurring prior to the closing. The policy is expected to be bound at or immediately prior to the closing. We will coordinate with Teresa Okafor, General Counsel of Skybridge, to finalize the application and confirm coverage terms prior to the binding date.

IX. Tax Matters

Leonard Cross of our firm has completed a Tax Structure Memorandum (the "Tax Memo") analyzing the qualification of the business combination as a tax-free reorganization under Section 368(a)(1)(A) of the Code (and, with respect to the Domestication, under Sections 367(b) and 368(a)(1)(F) of the Code). The Tax Memo addresses the federal income tax consequences to each category of securityholder, including PGAC's public shareholders, the Sponsor, the former Skybridge shareholders, and the PIPE investors, under both the no-redemption and maximum-redemption scenarios.

A draft tax opinion is being finalized for inclusion as an exhibit to the Form S-4 upon effectiveness. The tax opinion will be addressed to Pinnacle and Skybridge and will opine that the merger should qualify as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Code and that the Domestication should qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Code, subject to customary qualifications and assumptions.

A FIRPTA and withholding analysis has been completed, confirming that Skybridge is not a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code, and accordingly, no FIRPTA withholding should be required in connection with the merger.

Cedarhurst Advisory Group LLC (Martin Cho, Partner) has been engaged as Skybridge's independent tax advisor in connection with the business combination and has reviewed and concurred with the structural analysis set forth in the Tax Memo. We understand that ABT's tax team has been working with Pinnacle's independent tax advisors on similar analyses from the Pinnacle side, and we welcome the opportunity to coordinate on any open tax issues.

X. No Legal Impediment / No Material Adverse Effect

Section 8.1(a) of the BCA provides that no order, decree, or ruling of any governmental authority shall be in effect that restrains, enjoins, or otherwise prohibits the consummation of the business combination. As of the date of this letter, we are not aware of any pending or threatened legal proceeding, investigation, or governmental action that would constitute a legal impediment to the consummation of the business combination. We have conducted a review of applicable court dockets and government filings and have not identified any actions, suits, or proceedings that could reasonably be expected to affect the transaction. This condition is satisfied as of the date hereof and must remain satisfied through the closing.

Additionally, pursuant to Sections 8.2(a) and 8.3(a) of the BCA, no Material Adverse Effect shall have occurred with respect to either Skybridge or Pinnacle since the date of the BCA. As of the date of this letter, no Material Adverse Effect has occurred with respect to Skybridge since April 14, 2025. The Company's business continues to perform in line with management's expectations, and no events or circumstances have arisen that would reasonably be expected to constitute a Material Adverse Effect.

A comprehensive bring-down due diligence review is being prepared by Ryan Kowalski of our firm and will be circulated to the deal team prior to the closing to confirm that there have been no material changes to the Company's business, financial condition, or operations since the conclusion of the initial due diligence period (which ran from February 10 through March 28, 2025). The bring-down diligence will cover, among other items, litigation, regulatory, intellectual property, material contracts, employee and benefit matters, and financial and operational updates.

XI. Summary of Key Conditions and Status

For ease of reference, the following table summarizes the status of the principal closing conditions and related workstreams as of the date of this letter:

XII. Outstanding Action Items and Next Steps

Based on the foregoing, we have identified the following outstanding action items and next steps, which we believe should be prioritized in the coming weeks to maintain the projected closing date of July 21, 2025:

1. Finalize and file Amendment No. 1 to Form S-4. Target filing date: June 2, 2025. Both C&H and ABT to circulate final draft responses to SEC comments by May 30, 2025.

2. Continue engagement with SEC Staff. Respond promptly to any additional Staff comments; target effectiveness date: June 16, 2025.

3. Mail definitive Proxy Statement/Prospectus. Target mailing date: June 18, 2025. Coordinate with Advantage Proxy Advisors, Inc. and Continental Registrars, Inc.

4. Finalize Nasdaq listing review. Monitor for any supplemental requests from Nasdaq and respond promptly; ensure compliance with initial listing standards.

5. Coordinate proxy solicitation. ABT to confirm solicitation strategy with Advantage Proxy Advisors, Inc., including any outreach to institutional holders and PGAC's public shareholders.

6. Order good standing certificates. Submit requests to the Delaware Secretary of State and each state of qualification for Skybridge; ensure certificates are dated within thirty (30) days of projected closing.

7. Obtain payoff letter from Velthorn Commerce Bank, N.A. Coordinate with Velthorn Commerce Bank's counsel to finalize the payoff letter, including wire instructions, UCC-3 termination statement, and lien release provisions.

8. Finalize and bind D&O tail policy. Coordinate with Marlowe Asset Management Specialty Insurance Co. and Teresa Okafor to finalize the application and bind the D&O Tail Policy at or immediately prior to closing.

9. Obtain final R&W insurance policy. Coordinate with Clarendon Mutual Underwriters, Ltd. to ensure the final R&W Policy is issued at closing.

10. Complete bring-down due diligence memorandum. Ryan Kowalski to circulate bring-down diligence to the deal team prior to closing.

11. Circulate closing checklist. A comprehensive closing checklist identifying all outstanding deliverables of all parties will be prepared and circulated no later than June 20, 2025.

12. Prepare and finalize Super 8-K. Draft to be circulated to ABT for review no later than July 7, 2025; file upon closing.

13. Coordinate Domestication filings. File Certificate of Domestication and Certificate of Incorporation with the Delaware Secretary of State; coordinate de-registration with the Cayman Islands Registrar of Companies and Harborstone Corporate Services Ltd.

14. Confirm Pinnacle-side deliverables. We request that ABT confirm the status of the Pinnacle officer's certificate, secretary's certificate, and any other Pinnacle-side closing deliverables.

15. Coordinate PIPE funding mechanics. Coordinate with Pemberton Zanthor & Co. (placement agent) and the four PIPE investors (Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC) on funding mechanics, wire instructions, and closing procedures.

16. Coordinate trust disbursement. Coordinate with Glenridge National Bank, N.A. on the mechanics for trust disbursement, including funding of shareholder redemptions, the deferred underwriting fee, and the Velthorn Commerce Bank payoff, all of which are to be funded from trust proceeds at closing.

XIII. Conclusion

Based on the current trajectory of the workstreams described in this letter, we believe that all closing conditions set forth in the BCA can be satisfied on or before the projected closing date of July 21, 2025. This projected closing date falls well within the October 14, 2025 Outside Date and leaves ample time to address any unforeseen delays or issues that may arise in the interim period.

We look forward to continued close coordination with you and your team at ABT and welcome the opportunity to discuss any of the foregoing matters at your convenience. In particular, we propose scheduling a call among the full deal teams for early the week of June 2, 2025, to align on the filing of Amendment No. 1 to the Form S-4, the allocation of any remaining open response items, and the overall pre-closing timeline.

Please do not hesitate to reach out to me directly or to Sandra Tung or Naomi Petersen at our firm with any questions or comments.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice Partner, Mergers & Acquisitions Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 558-4120

Email: jprentice@calderwoodharkness.com

cc:

Sandra Tung, Calderwood & Harkness LLP Naomi Petersen, Calderwood & Harkness LLP Teresa Okafor, General Counsel, Skybridge Fintech Ltd. Jennifer Kwan, Ashland Burke & Thayer LLP

Closing Condition	Status	Responsible Party	Target Date
SEC effectiveness of Form S-4	In progress (Amendment No. 1 target: June 2, 2025)	Mutual (C&H / ABT)	June 16, 2025 (projected)
PGAC shareholder approval (EGM)	Pending; proxy/prospectus to be mailed post-effectiveness	PGAC / Advantage Proxy	July 18, 2025 (projected)
Nasdaq listing approval	Application submitted May 5, 2025; review ongoing	PGAC / ABT	Prior to EGM
No legal impediment	Satisfied as of date hereof	Mutual	Ongoing through closing
No Material Adverse Effect	Satisfied as of date hereof; bring-down pending	Skybridge / C&H	At closing
Minimum Cash Condition ($200M)	Expected to be satisfied under all redemption scenarios	Mutual	At closing
PIPE funding	Subscription agreements executed; funding at closing	PIPE Investors	At closing (July 21, 2025)
Backstop availability	Agreement executed; activated if needed based on redemptions	Velthryn	At closing
Domestication (Cayman to Delaware)	Documents in substantially final form	PGAC / ABT	Immediately prior to merger effective time
Payoff of Velthorn Commerce facility	Payoff letter to be obtained	Skybridge / C&H	Prior to closing
Officer's / Secretary's Certificates	Forms prepared	Skybridge / C&H	At closing
R&W insurance final policy	Policy bound; final issuance at closing	Clarendon Mutual	At closing
D&O tail policy	Quoted; to be bound at closing	Marlowe Asset Management Specialty	At closing
Good standing certificates	To be ordered	Skybridge / C&H	Prior to closing
Tax opinion	Draft in progress	C&H (Leonard Cross)	At S-4 effectiveness

CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
May 28, 2025
William Ashford, Esq. Ashland Burke & Thayer LLP 800 Third Avenue, 30th Floor New York, New York 10022
Re: Status of Closing Conditions — Business Combination Agreement dated April 14, 2025 among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd.
Dear William:
I. Introduction and Purpose
As you know, this firm represents Skybridge Fintech Ltd. ("Skybridge" or the "Company") in connection with the proposed de-SPAC business combination with Pinnacle Growth Acquisition Corp. ("Pinnacle" or "PGAC"). The purpose of this letter is to provide you and your team at Ashland Burke & Thayer LLP ("ABT") with a comprehensive status update on the satisfaction of the closing conditions set forth in that certain Business Combination Agreement (the "BCA"), dated as of April 14, 2025, by and among Pinnacle, Pinnacle Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge.
As contemplated by the BCA, the business combination will be consummated through a forward triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), pursuant to which Merger Sub will merge with and into Skybridge, with Skybridge surviving the merger as a wholly owned subsidiary of the domesticated Pinnacle entity, which shall be renamed Skybridge Fintech Holdings, Inc. (the "Combined Company"). The transaction reflects an implied enterprise value of approximately $450,000,000 and an equity value consistent therewith, subject to adjustments as set forth in the BCA.
All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the BCA.
As provided in Section 10.1(b) of the BCA, the Outside Date for consummation of the transactions contemplated thereby is October 14, 2025, which may be extended by either party for an additional three (3) months, to January 14, 2026, in the event that the sole outstanding closing condition as of such date is a regulatory or SEC-related condition. Based on the current timeline and the progress of the workstreams detailed below, we project a closing date of July 21, 2025, which would provide substantial cushion relative to the Outside Date.
We have organized this letter to address each major closing condition and related workstream in turn, followed by a summary table and a list of outstanding action items and next steps for the benefit of both deal teams.
II. SEC Registration Statement — Form S-4 (File No. 333-294817)
A. Initial Filing
The Registration Statement on Form S-4 (SEC File No. 333-294817; CIK 0001948372) was initially filed with the Securities and Exchange Commission (the "SEC") on April 28, 2025. The Form S-4 contains the proxy statement/prospectus (the "Proxy Statement/Prospectus") to be furnished to shareholders of PGAC in connection with the PGAC extraordinary general meeting (the "EGM") at which PGAC's public shareholders will be asked to approve the business combination and related proposals.
The initial filing includes, among other items: (i) a comprehensive description of the proposed business combination and the merger structure; (ii) a detailed discussion of risk factors applicable to the transaction, Skybridge's business, and the Combined Company; (iii) pro forma financial information giving effect to the merger, the domestication, the PIPE investment, and the anticipated trust disbursements under varying redemption scenarios; (iv) a description of Skybridge's business, operations, and competitive positioning, including the Company's financial performance for fiscal years ended December 31, 2024 (Revenue: $87.3 million; Annual Recurring Revenue ("ARR"): $94.6 million; EBITDA: $14.1 million) and December 31, 2023 (Revenue: $61.8 million; EBITDA: $6.2 million); and (v) the proposals to be submitted for shareholder approval at the EGM.
B. SEC Comment Letter — First Round
On May 19, 2025, we received first-round comments from the staff of the Division of Corporation Finance of the SEC (the "Staff"). The comment letter addressed a range of disclosure matters, including the presentation of pro forma financial information, certain risk factor disclosures, the description of the earnout arrangement, background of the transaction disclosure, and other items customary in de-SPAC transactions. A total of twenty-three (23) comments were raised in the first-round letter.
Calderwood & Harkness, on behalf of Skybridge, and Ashland Burke & Thayer, on behalf of Pinnacle, have divided response responsibilities in accordance with the allocation framework we discussed on our May 20, 2025 call. Naomi Petersen of our firm has been coordinating with Jennifer Kwan of ABT on the allocation and substance of the responses. We have completed initial drafts of our allocated responses, which we will circulate to ABT for review by close of business on May 30, 2025. We request that ABT similarly circulate its draft responses by the same date so that the combined response letter can be finalized on or before June 1, 2025.
C. Amendment No. 1 to Form S-4
Based on the current timeline, we project that Amendment No. 1 to the Form S-4 ("Amendment No. 1") will be filed with the SEC on or about June 2, 2025. Amendment No. 1 will incorporate revisions responsive to the Staff's comments, updated financial data (including any interim financial information that has become available since the initial filing), and revised disclosure throughout the Proxy Statement/Prospectus. Where applicable, we will mark changes from the initial filing to facilitate the Staff's review.
Our target is for the Form S-4 to be declared effective by the SEC on or about June 16, 2025. We note, however, that this timeline is contingent upon the Staff not issuing a second round of substantive comments or, if a second round is issued, the comments being limited in scope such that they can be addressed expeditiously. We will keep ABT informed of any communications with the Staff.
For the avoidance of doubt, SEC effectiveness of the Form S-4 is a mutual closing condition under Section 8.1(b) of the BCA. The EGM cannot be convened, and the shareholder vote cannot proceed, until the Registration Statement has been declared effective and the definitive Proxy Statement/Prospectus has been mailed to PGAC shareholders.
D. Definitive Proxy Statement/Prospectus Mailing
Upon effectiveness of the Form S-4, the definitive Proxy Statement/Prospectus will be mailed to PGAC's shareholders of record. We project that the mailing will occur on or about June 18, 2025. Advantage Proxy Advisors, Inc. ("Advantage Proxy") has been engaged as the proxy solicitor for PGAC and will assist in the solicitation of shareholder votes. Continental Registrars, Inc. is serving as the transfer agent for PGAC's securities and will coordinate with Advantage Proxy on the distribution of materials and the tabulation of votes. We understand from ABT that Advantage Proxy has been briefed on the anticipated timeline and is prepared to commence solicitation efforts promptly upon mailing.
III. Nasdaq Listing Application
The listing application for the Combined Company's Class A common stock and public warrants was submitted to The Nasdaq Stock Market LLC ("Nasdaq") on May 5, 2025. Following the closing of the business combination and the domestication, the Combined Company's shares are expected to trade on Nasdaq under the ticker symbol "SBFT," replacing the current PGAC, PGACU, and PGACW tickers.
As of the date of this letter, Nasdaq's review of the listing application remains ongoing. We are pleased to report that no deficiency notices or supplemental information requests have been received from Nasdaq to date. Based on our prior experience with similar de-SPAC listings and our discussions with Nasdaq's Listing Qualifications Department, we anticipate that Nasdaq approval will be received prior to the EGM. We will promptly notify ABT of any communications from Nasdaq, including any requests for supplemental information.
Nasdaq listing approval is a mutual closing condition under Section 8.1(d) of the BCA. In connection with the listing, the Combined Company will be required to demonstrate compliance with Nasdaq's initial listing standards, including the minimum public float requirement, minimum bid price, minimum number of round lot holders, and other applicable quantitative and qualitative standards. Based on our preliminary analysis, including under elevated redemption scenarios, we believe the Combined Company will satisfy these standards, but we will continue to monitor this issue as the EGM date approaches and redemption levels become clearer.
IV. PGAC Extraordinary General Meeting — Shareholder Vote
The EGM of PGAC is projected to be held on July 18, 2025, which is approximately thirty (30) calendar days after the anticipated mailing date of the definitive Proxy Statement/Prospectus. Under the BCA, approval of the business combination by PGAC's shareholders is a closing condition, requiring adoption by ordinary resolution (i.e., a simple majority of the votes cast by shareholders present in person or by proxy at the EGM and entitled to vote thereon).
The proposals to be submitted for shareholder approval at the EGM are expected to include the following:
(a) the Business Combination Proposal — approval and adoption of the BCA and the transactions contemplated thereby, including the merger;
(b) the Domestication Proposal — approval of the domestication of Pinnacle from the Cayman Islands to the State of Delaware;
(c) the Charter Proposal — adoption of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.;
(d) the Incentive Plan Proposal — approval of the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc.;
(e) the Director Election Proposal — election of the initial board of directors of the Combined Company; and
(f) the Adjournment Proposal — approval of an adjournment of the EGM, if necessary, to solicit additional proxies in the event there are insufficient votes to approve any of the foregoing proposals.
We note the following support agreements that provide a meaningful base of committed votes:
Sponsor Support Agreement. Pursuant to that certain Sponsor Support Agreement, dated as of April 14, 2025 (the "Sponsor Support Agreement"), Ridgeway Capital Holdings LLC (the "Sponsor") has committed to vote all 7,500,000 Class B ordinary shares of PGAC held by the Sponsor in favor of all proposals presented at the EGM. The Sponsor Support Agreement further provides for the forfeiture of 500,000 Class B ordinary shares at closing, with an additional 500,000 Class B ordinary shares subject to forfeiture if redemptions exceed 75% of PGAC's public shares. The Sponsor has also waived its anti-dilution protections with respect to the Class B ordinary shares and agreed to a twelve (12)-month lock-up on all founder shares and a thirty (30)-day lock-up on all private placement warrants, in each case measured from the closing date.
Company Stockholder Support Agreement. Pursuant to that certain Company Stockholder Support Agreement, dated as of April 14, 2025 (the "Company Stockholder Support Agreement"), the following holders of Skybridge capital stock have committed to deliver written consents approving the merger on behalf of the Company: Harborview Partners (holding approximately 38.2% of Skybridge on a fully diluted basis), Atlas Horizon Ventures Fund II, LP (holding approximately 22.7% of Skybridge on a fully diluted basis), and Priya Chandrasekaran (the Company's Chief Executive Officer). Together, these holders represent a sufficient majority to approve the merger and the other transactions contemplated by the BCA on the Company side, and we do not anticipate any issue in obtaining the requisite Company stockholder approval.
V. Domestication
As contemplated by the BCA, Pinnacle will re-domicile from the Cayman Islands to the State of Delaware pursuant to Section 388 of the DGCL and the applicable provisions of the Cayman Islands Companies Act (As Revised) immediately prior to the merger effective time (the "Domestication"). The Certificate of Domestication and the Certificate of Incorporation to be filed with the Delaware Secretary of State in connection with the Domestication are in substantially final form, and we do not anticipate any material changes to these documents prior to closing.
On the Cayman Islands side, the Domestication will require de-registration of Pinnacle from the Cayman Islands Registrar of Companies. We understand that ABT is coordinating with Harborstone Corporate Services Ltd., Pinnacle's Cayman Islands registered agent, on the preparation and filing of the necessary de-registration documents. We request that ABT confirm the expected timeline for Cayman de-registration and any outstanding requirements on Pinnacle's side in this regard.
Upon the effectiveness of the Domestication, each Class A ordinary share of PGAC issued and outstanding immediately prior to the Domestication will convert automatically into one (1) share of Class A common stock, par value $0.0001 per share, of the domesticated entity, and each Class B ordinary share of PGAC held by the Sponsor will convert on a one-for-one basis into Class A common stock of the domesticated entity. The warrants of PGAC will be automatically converted into warrants exercisable for Class A common stock of the domesticated entity on substantially equivalent terms.
VI. Minimum Cash Condition
Section 8.3(d) of the BCA provides that, as a condition to Skybridge's obligation to consummate the merger, the Combined Company shall have no less than $200,000,000 of Available Cash at the closing. As defined in the BCA, "Available Cash" means the sum of (i) the proceeds held in the trust account established by Pinnacle at the time of its initial public offering (net of shareholder redemptions), plus (ii) the aggregate proceeds received from the closing of the PIPE investment, plus (iii) the aggregate proceeds received from the backstop arrangement, less (iv) the aggregate amount of transaction expenses payable at or in connection with the closing.
Set forth below is our current analysis of the Minimum Cash Condition under both a no-redemption scenario and a maximum-redemption scenario:
Trust Balance. As of March 31, 2025, the trust account maintained at Glenridge National Bank, N.A. held approximately $312,600,000, representing approximately 30,000,000 Class A ordinary shares at approximately $10.42 per share (reflecting accrued interest on the trust account).
PIPE Commitments. PGAC has entered into subscription agreements with the following four (4) institutional investors, each of which has been fully executed and remains in full force and effect:
• Hargrove Institutional Partners, LP — $60,000,000 (6,000,000 shares at $10.00 per share)
• Stonewall Global Equity Fund — $40,000,000 (4,000,000 shares at $10.00 per share)
• Meridian Crossover Fund III, LP — $25,000,000 (2,500,000 shares at $10.00 per share)
• Canfield Asset Management, LLC — $25,000,000 (2,500,000 shares at $10.00 per share)
Total PIPE commitments aggregate $150,000,000 for a total of 15,000,000 shares at $10.00 per share.
Backstop Commitment. Pursuant to the Non-Redemption/Backstop Agreement, dated as of April 14, 2025, Velthryn Strategic Investments, LP ("Velthryn") has committed to purchase up to 5,000,000 shares of Class A common stock at $10.25 per share (representing a maximum backstop commitment of $51,250,000) in the event that redemptions by PGAC's public shareholders exceed specified thresholds. In consideration for the backstop commitment, Velthryn will receive incentive shares equal to 10% of the number of backstop shares actually purchased.
Estimated Transaction Expenses. We estimate that aggregate transaction expenses payable at or in connection with the closing will total approximately $42,000,000, inclusive of, among other items, the deferred underwriting fee of $10,500,000 payable to Pemberton Zanthor & Co., legal fees of both Calderwood & Harkness and ABT, accounting and auditing fees, printing and mailing costs, proxy solicitation fees, Nasdaq listing fees, R&W insurance premiums, and other customary closing costs.
Scenario Analysis:
No-Redemption Scenario. In the event that no PGAC public shareholders elect to redeem their shares in connection with the EGM, Available Cash would equal approximately $312,600,000 (trust proceeds) + $150,000,000 (PIPE) − $42,000,000 (transaction expenses) = approximately $420,600,000. Under this scenario, the Minimum Cash Condition would be satisfied with substantial headroom of approximately $220,600,000.
Maximum-Redemption Scenario. Under a stressed scenario in which 25,000,000 of the 30,000,000 public shares are redeemed (approximately 83.3% redemption rate), with Velthryn's backstop commitment fully activated, Available Cash would equal approximately $312,600,000 − $256,250,000 (25,000,000 shares × approximately $10.25 per share redemption price) + $51,250,000 (full backstop purchase) + $150,000,000 (PIPE) − $42,000,000 (transaction expenses) = approximately $215,600,000. Under this scenario, the Minimum Cash Condition would still be satisfied, though with reduced headroom of approximately $15,600,000.
We note that even under the maximum-redemption scenario outlined above, the Minimum Cash Condition is expected to be satisfied. However, monitoring of actual redemption levels will be critical as the EGM date approaches. If redemption trends suggest levels approaching or exceeding the 83.3% threshold modeled above, we should coordinate with ABT and Velthryn to confirm the mechanics of the backstop activation and ensure that funding can be completed on the anticipated closing date. We will also monitor any developments in the PIPE investor base that could affect the availability of the committed PIPE proceeds at closing.
VII. Status of Ancillary Agreements and Closing Deliverables
A. Fully Executed Agreements (Status: Complete)
The following agreements and documents have been fully executed and delivered as of the date of this letter:
1. Business Combination Agreement — executed as of April 14, 2025, among Pinnacle, Merger Sub, and Skybridge.
2. Sponsor Support Agreement — executed as of April 14, 2025, by Ridgeway Capital Holdings LLC. As noted above, the Sponsor Support Agreement includes the Sponsor's voting commitment, share forfeiture provisions (500,000 Class B shares at closing, with an additional 500,000 if redemptions exceed 75% of public shares), waiver of anti-dilution protections, a twelve (12)-month lock-up on founder shares, and a thirty (30)-day lock-up on private placement warrants.
3. Company Stockholder Support Agreement — executed as of April 14, 2025, by Harborview Partners, Atlas Horizon Ventures Fund II, LP, and Priya Chandrasekaran.
4. Lock-Up Agreement — executed as of April 14, 2025, applicable to the following Skybridge insiders: Priya Chandrasekaran, Marcus Ellingham, Teresa Okafor, Daniel Hsiao, Harborview Partners, and Atlas Horizon Ventures Fund II, LP, as well as the Sponsor. The Lock-Up Agreement provides for a one hundred eighty (180)-day lock-up period applicable to shares received by Skybridge insiders in the merger, subject to customary early-release triggers (including, without limitation, a release upon a change of control of the Combined Company or if the closing price of the Class A common stock equals or exceeds $12.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least one hundred fifty (150) days after the closing).
5. PIPE Subscription Agreements — all four (4) subscription agreements fully executed with Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC.
6. Non-Redemption/Backstop Agreement — executed as of April 14, 2025, with Velthryn Strategic Investments, LP. The backstop commitment is for up to 5,000,000 shares at $10.25 per share ($51,250,000 maximum), with incentive shares equal to 10% of backstop shares actually purchased.
7. Form 8-K — the Current Report on Form 8-K announcing the execution of the BCA was filed with the SEC on April 14, 2025.
B. Agreements in Form / To Be Executed at Closing
The following agreements are in substantially agreed form and are expected to be executed at closing:
1. Registration Rights Agreement. The form of Registration Rights Agreement is in substantially agreed form and will be executed at closing by Skybridge Fintech Holdings, Inc., the Sponsor, certain former Skybridge shareholders, and the PIPE investors. The Registration Rights Agreement provides for shelf registration on Form S-1 (or, when available, Form S-3), demand registration rights (up to three (3) demands per annum for holders holding at least $25,000,000 of registrable securities), and customary piggyback registration rights. We are aware of several minor open points relating to blackout period provisions and the allocation of registration expenses, which we expect to resolve with ABT during the first week of June.
2. Earnout Agreement. The form of Earnout Agreement has been substantially agreed and will be executed at closing. The Earnout Agreement provides for the issuance of up to 5,000,000 additional shares of Class A common stock to former Skybridge shareholders, allocated as follows:
• Tranche 1: 2,500,000 shares issuable if the volume-weighted average price ("VWAP") of the Combined Company's Class A common stock equals or exceeds $12.50 for twenty (20) of any thirty (30) consecutive trading days within twenty-four (24) months following the closing date.
• Tranche 2: 2,500,000 shares issuable if the VWAP of the Combined Company's Class A common stock equals or exceeds $15.00 for twenty (20) of any thirty (30) consecutive trading days within thirty-six (36) months following the closing date.
3. 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. The form of the 2025 Equity Incentive Plan is being included in the Proxy Statement/Prospectus for shareholder approval at the EGM. The plan reserves an initial pool of shares equal to 10% of the outstanding Class A common stock on a fully diluted basis immediately following the closing, with an annual evergreen provision of 3% per year for a five-year period.
4. 2025 Employee Stock Purchase Plan. The form of the 2025 Employee Stock Purchase Plan is currently in preparation and will be finalized for inclusion in the closing deliverables. This plan is not subject to shareholder approval at the EGM but will be adopted by the board of directors of the Combined Company at or promptly following the closing.
C. Corporate/Governance Documents
The following corporate and governance documents are in substantially final form:
1. Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. — The form of certificate of incorporation is in substantially final form and will be filed with the Delaware Secretary of State at the closing. The certificate provides for, among other things, authorized capital stock consisting of 500,000,000 shares of Class A common stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.0001 per share (undesignated), a classified board structure with three classes of directors serving staggered three-year terms, and customary provisions regarding director exculpation and indemnification.
2. Amended and Restated Bylaws of Skybridge Fintech Holdings, Inc. — The form of bylaws is in substantially final form and will become effective at closing. The bylaws include provisions governing the conduct of board and stockholder meetings, advance notice requirements for stockholder proposals and director nominations, and forum selection provisions designating the Court of Chancery of the State of Delaware as the exclusive forum for certain corporate disputes.
3. Certificate of Domestication and Certificate of Incorporation (Domestication) — As discussed in Section V above, these documents are in substantially final form and will be filed in connection with the Domestication immediately prior to the merger effective time.
D. Closing Certificates and Deliverables — Outstanding Items
The following closing deliverables remain outstanding and are in various stages of preparation:
1. Officer's Certificate (Skybridge). The form of the officer's certificate required to be delivered by Skybridge at closing pursuant to Section 8.2(a) of the BCA has been prepared and will be executed by Priya Chandrasekaran, Chief Executive Officer, and Marcus Ellingham, Chief Financial Officer, at closing. The officer's certificate will certify that (i) the representations and warranties of Skybridge set forth in the BCA are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or material adverse effect, in all respects) as of the closing date, (ii) no Material Adverse Effect has occurred with respect to Skybridge since the date of the BCA, and (iii) Skybridge has performed and complied with in all material respects all covenants and agreements required to be performed or complied with by it under the BCA at or prior to the closing.
2. Secretary's Certificate (Skybridge). The form of the secretary's certificate has been prepared and will attach copies of the certificate of incorporation and bylaws of Skybridge (as in effect immediately prior to the merger effective time), certified copies of resolutions of the board of directors of Skybridge authorizing and approving the BCA and the transactions contemplated thereby, the written consent of the Company's stockholders, and an officer incumbency certificate.
3. Payoff Letter from Velthorn Commerce Bank, N.A. A payoff letter must be obtained from Velthorn Commerce Bank, N.A. (the "Velthorn Payoff Letter") prior to closing in connection with the payoff and termination of the outstanding revolving credit facility balance of approximately $18,500,000 under the Credit Agreement dated March 22, 2023, among Skybridge, as borrower, and Velthorn Commerce Bank, N.A., as administrative agent and lender (the total revolving commitment under such facility is $25,000,000). The Velthorn Payoff Letter must include per diem interest calculations, wire instructions for the payoff amount, an agreement to deliver a UCC-3 termination statement, and a release of all liens and security interests held by Velthorn Commerce Bank, N.A. against Skybridge and its assets. The payoff will be funded from trust proceeds at closing. We have initiated discussions with Velthorn Commerce Bank's counsel and expect to receive the payoff letter no later than July 14, 2025.
4. FIRPTA Certificate. The form of the FIRPTA certificate has been prepared for delivery at closing pursuant to Treasury Regulation § 1.1445-2(c)(3). The certificate will confirm that Skybridge is not, and has not been at any time during the applicable period described in Section 897(c)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended (the "Code"), a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code.
5. Good Standing Certificates. Requests for certificates of good standing (or equivalent certificates of status or existence) for Skybridge must be submitted to the Delaware Secretary of State and each state in which Skybridge is qualified to do business as a foreign corporation. We will coordinate the ordering of these certificates in the coming weeks and will ensure that the certificates are dated within thirty (30) days of the projected closing date.
6. Super 8-K (Closing Form 8-K). A draft of the Current Report on Form 8-K to be filed upon completion of the business combination (the "Super 8-K") is in preparation. The Super 8-K will report the completion of the merger, the Domestication, the closing of the PIPE investment, and the ticker change from PGAC to SBFT. In accordance with applicable SEC rules, the Super 8-K will include the shell company disclosures required by Item 5.06 and the information that would be required if Skybridge Fintech Holdings, Inc. were filing a registration statement on Form 10, including, without limitation, pro forma financial information, audited financial statements of Skybridge for the two most recent fiscal years, and management's discussion and analysis. We will circulate a draft of the Super 8-K to ABT for review no later than July 7, 2025.
VIII. Insurance Matters
A. Representations & Warranties Insurance
A representations and warranties insurance policy (the "R&W Policy") has been bound with Clarendon Mutual Underwriters, Ltd. under Policy No. CLM-2025-SPAC-04471. The key terms of the R&W Policy are as follows:
• Policy Limit: $45,000,000, representing approximately 10% of the implied deal value, which matches the indemnification cap under the BCA.
• Retention: $4,500,000, representing approximately 1% of the implied deal value, which matches the indemnification basket/deductible under the BCA.
• Estimated Premium: Approximately $1,800,000, inclusive of underwriting fees, broker commissions, and applicable taxes.
• Coverage: The R&W Policy covers losses arising from breaches of Skybridge's representations and warranties as set forth in the BCA, subject to customary exclusions for known matters and certain enumerated categories.
The final R&W Policy will be issued at or promptly following the closing. In lieu of a traditional indemnification escrow, the R&W Policy serves as the primary indemnification backstop for breaches of Skybridge's representations and warranties, providing certainty of recovery for Pinnacle and reducing the contingent liability exposure of the former Skybridge shareholders.
B. D&O Tail Insurance
A directors' and officers' liability tail insurance policy (the "D&O Tail Policy") has been quoted by Marlowe Asset Management Specialty Insurance Co. under Policy No. VSI-DO-2025-88320. The D&O Tail Policy will provide six (6) years of run-off coverage for the pre-closing directors and officers of Skybridge with respect to acts or omissions occurring prior to the closing. The policy is expected to be bound at or immediately prior to the closing. We will coordinate with Teresa Okafor, General Counsel of Skybridge, to finalize the application and confirm coverage terms prior to the binding date.
IX. Tax Matters
Leonard Cross of our firm has completed a Tax Structure Memorandum (the "Tax Memo") analyzing the qualification of the business combination as a tax-free reorganization under Section 368(a)(1)(A) of the Code (and, with respect to the Domestication, under Sections 367(b) and 368(a)(1)(F) of the Code). The Tax Memo addresses the federal income tax consequences to each category of securityholder, including PGAC's public shareholders, the Sponsor, the former Skybridge shareholders, and the PIPE investors, under both the no-redemption and maximum-redemption scenarios.
A draft tax opinion is being finalized for inclusion as an exhibit to the Form S-4 upon effectiveness. The tax opinion will be addressed to Pinnacle and Skybridge and will opine that the merger should qualify as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Code and that the Domestication should qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Code, subject to customary qualifications and assumptions.
A FIRPTA and withholding analysis has been completed, confirming that Skybridge is not a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code, and accordingly, no FIRPTA withholding should be required in connection with the merger.
Cedarhurst Advisory Group LLC (Martin Cho, Partner) has been engaged as Skybridge's independent tax advisor in connection with the business combination and has reviewed and concurred with the structural analysis set forth in the Tax Memo. We understand that ABT's tax team has been working with Pinnacle's independent tax advisors on similar analyses from the Pinnacle side, and we welcome the opportunity to coordinate on any open tax issues.
X. No Legal Impediment / No Material Adverse Effect
Section 8.1(a) of the BCA provides that no order, decree, or ruling of any governmental authority shall be in effect that restrains, enjoins, or otherwise prohibits the consummation of the business combination. As of the date of this letter, we are not aware of any pending or threatened legal proceeding, investigation, or governmental action that would constitute a legal impediment to the consummation of the business combination. We have conducted a review of applicable court dockets and government filings and have not identified any actions, suits, or proceedings that could reasonably be expected to affect the transaction. This condition is satisfied as of the date hereof and must remain satisfied through the closing.
Additionally, pursuant to Sections 8.2(a) and 8.3(a) of the BCA, no Material Adverse Effect shall have occurred with respect to either Skybridge or Pinnacle since the date of the BCA. As of the date of this letter, no Material Adverse Effect has occurred with respect to Skybridge since April 14, 2025. The Company's business continues to perform in line with management's expectations, and no events or circumstances have arisen that would reasonably be expected to constitute a Material Adverse Effect.
A comprehensive bring-down due diligence review is being prepared by Ryan Kowalski of our firm and will be circulated to the deal team prior to the closing to confirm that there have been no material changes to the Company's business, financial condition, or operations since the conclusion of the initial due diligence period (which ran from February 10 through March 28, 2025). The bring-down diligence will cover, among other items, litigation, regulatory, intellectual property, material contracts, employee and benefit matters, and financial and operational updates.
XI. Summary of Key Conditions and Status
For ease of reference, the following table summarizes the status of the principal closing conditions and related workstreams as of the date of this letter:
XII. Outstanding Action Items and Next Steps
Based on the foregoing, we have identified the following outstanding action items and next steps, which we believe should be prioritized in the coming weeks to maintain the projected closing date of July 21, 2025:
1. Finalize and file Amendment No. 1 to Form S-4. Target filing date: June 2, 2025. Both C&H and ABT to circulate final draft responses to SEC comments by May 30, 2025.
2. Continue engagement with SEC Staff. Respond promptly to any additional Staff comments; target effectiveness date: June 16, 2025.
3. Mail definitive Proxy Statement/Prospectus. Target mailing date: June 18, 2025. Coordinate with Advantage Proxy Advisors, Inc. and Continental Registrars, Inc.
4. Finalize Nasdaq listing review. Monitor for any supplemental requests from Nasdaq and respond promptly; ensure compliance with initial listing standards.
5. Coordinate proxy solicitation. ABT to confirm solicitation strategy with Advantage Proxy Advisors, Inc., including any outreach to institutional holders and PGAC's public shareholders.
6. Order good standing certificates. Submit requests to the Delaware Secretary of State and each state of qualification for Skybridge; ensure certificates are dated within thirty (30) days of projected closing.
7. Obtain payoff letter from Velthorn Commerce Bank, N.A. Coordinate with Velthorn Commerce Bank's counsel to finalize the payoff letter, including wire instructions, UCC-3 termination statement, and lien release provisions.
8. Finalize and bind D&O tail policy. Coordinate with Marlowe Asset Management Specialty Insurance Co. and Teresa Okafor to finalize the application and bind the D&O Tail Policy at or immediately prior to closing.
9. Obtain final R&W insurance policy. Coordinate with Clarendon Mutual Underwriters, Ltd. to ensure the final R&W Policy is issued at closing.
10. Complete bring-down due diligence memorandum. Ryan Kowalski to circulate bring-down diligence to the deal team prior to closing.
11. Circulate closing checklist. A comprehensive closing checklist identifying all outstanding deliverables of all parties will be prepared and circulated no later than June 20, 2025.
12. Prepare and finalize Super 8-K. Draft to be circulated to ABT for review no later than July 7, 2025; file upon closing.
13. Coordinate Domestication filings. File Certificate of Domestication and Certificate of Incorporation with the Delaware Secretary of State; coordinate de-registration with the Cayman Islands Registrar of Companies and Harborstone Corporate Services Ltd.
14. Confirm Pinnacle-side deliverables. We request that ABT confirm the status of the Pinnacle officer's certificate, secretary's certificate, and any other Pinnacle-side closing deliverables.
15. Coordinate PIPE funding mechanics. Coordinate with Pemberton Zanthor & Co. (placement agent) and the four PIPE investors (Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC) on funding mechanics, wire instructions, and closing procedures.
16. Coordinate trust disbursement. Coordinate with Glenridge National Bank, N.A. on the mechanics for trust disbursement, including funding of shareholder redemptions, the deferred underwriting fee, and the Velthorn Commerce Bank payoff, all of which are to be funded from trust proceeds at closing.
XIII. Conclusion
Based on the current trajectory of the workstreams described in this letter, we believe that all closing conditions set forth in the BCA can be satisfied on or before the projected closing date of July 21, 2025. This projected closing date falls well within the October 14, 2025 Outside Date and leaves ample time to address any unforeseen delays or issues that may arise in the interim period.
We look forward to continued close coordination with you and your team at ABT and welcome the opportunity to discuss any of the foregoing matters at your convenience. In particular, we propose scheduling a call among the full deal teams for early the week of June 2, 2025, to align on the filing of Amendment No. 1 to the Form S-4, the allocation of any remaining open response items, and the overall pre-closing timeline.
Please do not hesitate to reach out to me directly or to Sandra Tung or Naomi Petersen at our firm with any questions or comments.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner, Mergers & Acquisitions Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 558-4120
Email: jprentice@calderwoodharkness.com
cc:
Sandra Tung, Calderwood & Harkness LLP Naomi Petersen, Calderwood & Harkness LLP Teresa Okafor, General Counsel, Skybridge Fintech Ltd. Jennifer Kwan, Ashland Burke & Thayer LLP
Closing Condition | Status | Responsible Party | Target Date
SEC effectiveness of Form S-4 | In progress (Amendment No. 1 target: June 2, 2025) | Mutual (C&H / ABT) | June 16, 2025 (projected)
PGAC shareholder approval (EGM) | Pending; proxy/prospectus to be mailed post-effectiveness | PGAC / Advantage Proxy | July 18, 2025 (projected)
Nasdaq listing approval | Application submitted May 5, 2025; review ongoing | PGAC / ABT | Prior to EGM
No legal impediment | Satisfied as of date hereof | Mutual | Ongoing through closing
No Material Adverse Effect | Satisfied as of date hereof; bring-down pending | Skybridge / C&H | At closing
Minimum Cash Condition ($200M) | Expected to be satisfied under all redemption scenarios | Mutual | At closing
PIPE funding | Subscription agreements executed; funding at closing | PIPE Investors | At closing (July 21, 2025)
Backstop availability | Agreement executed; activated if needed based on redemptions | Velthryn | At closing
Domestication (Cayman to Delaware) | Documents in substantially final form | PGAC / ABT | Immediately prior to merger effective time
Payoff of Velthorn Commerce facility | Payoff letter to be obtained | Skybridge / C&H | Prior to closing
Officer's / Secretary's Certificates | Forms prepared | Skybridge / C&H | At closing
R&W insurance final policy | Policy bound; final issuance at closing | Clarendon Mutual | At closing
D&O tail policy | Quoted; to be bound at closing | Marlowe Asset Management Specialty | At closing
Good standing certificates | To be ordered | Skybridge / C&H | Prior to closing
Tax opinion | Draft in progress | C&H (Leonard Cross) | At S-4 effectiveness

CONFIDENTIAL — ATTORNEY WORK PRODUCT

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