1009-00003 · Client 1009 · SEC Filings & Proxy

form-8k-announcement-bca.docx DOCUMENT M&A / Corporate

21 / 37 ← → ✕

Contract analysis Extract to table

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2025

PINNACLE GROWTH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

590 Madison Avenue, 28th Floor New York, New York 10022 (Address of principal executive offices, including zip code)

(212) 555-8400 (Registrant's telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Business Combination Agreement

On April 14, 2025, Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Pinnacle," the "Company," or "PGAC"), entered into a Business Combination Agreement (the "BCA") with Pinnacle Merger Sub Inc., a Delaware corporation and newly formed, direct, wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation ("Skybridge"). The BCA provides for, among other things, (i) the domestication of Pinnacle from a Cayman Islands exempted company to a Delaware corporation (the "Domestication") and (ii) the merger of Merger Sub with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the domesticated Pinnacle (the "Merger" and, together with the Domestication and the other transactions contemplated by the BCA, the "Business Combination"). The combined company following the consummation of the Business Combination is referred to herein as "Skybridge Fintech Holdings, Inc." or "SFH."

Skybridge is a cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform serving mid-market financial institutions and neobanks. Founded in 2018 and incorporated in the State of Delaware on June 15, 2018, Skybridge is headquartered at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801. As of the date of the BCA, Skybridge has approximately 340 employees across its offices in Wilmington, Delaware; Austin, Texas; and Toronto, Canada. For the fiscal year ended December 31, 2024, Skybridge reported revenue of approximately $87.3 million, annual recurring revenue ("ARR") of approximately $94.6 million, and adjusted EBITDA of approximately $14.1 million. Skybridge's platform processes payment flows across more than 150 payment methods, offering its clients unified API infrastructure, fraud detection, real-time settlement, and compliance tooling designed to reduce payment processing complexity and improve transaction conversion rates.

Transaction Structure. Domestication. Pursuant to the terms of the BCA, immediately prior to the closing of the Business Combination (the "Closing"), Pinnacle will deregister as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law (the "DGCL") and Part XII of the Companies Act (As Revised) of the Cayman Islands. In connection with the Domestication, Pinnacle will change its name to "Skybridge Fintech Holdings, Inc." Each outstanding Class A ordinary share of Pinnacle will convert, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of SFH. Each outstanding Class B ordinary share of Pinnacle will convert, on a one-for-one basis, into one share of Class A common stock of SFH. Each outstanding warrant of Pinnacle will convert into one warrant to acquire one share of Class A common stock of SFH on the same terms and conditions as were in effect immediately prior to the Domestication.

Merger. Following the Domestication and subject to the satisfaction or waiver of the conditions set forth in the BCA, Merger Sub will merge with and into Skybridge in a forward triangular merger under the DGCL, with Skybridge surviving the Merger as a wholly owned subsidiary of SFH. Upon the consummation of the Merger, the separate corporate existence of Merger Sub will cease.

Following the Closing, the combined company's Class A common stock, warrants, and units are expected to be listed on The Nasdaq Stock Market LLC ("Nasdaq") under the new ticker symbols SBFT, SBFTW, and SBFTU, respectively.

Consideration and Valuation

The BCA ascribes an implied enterprise value to Skybridge of $450,000,000. Because Skybridge is expected to be debt-free at Closing following the repayment in full of its existing revolving credit facility (as described below), the implied equity value of Skybridge is also $450,000,000 (with no net-debt adjustment at Closing).

In the Merger, holders of Skybridge capital stock will receive shares of Class A common stock of SFH valued at $10.00 per share, representing an aggregate of 45,000,000 shares of Class A common stock ($450,000,000 ÷ $10.00 per share) (the "Merger Consideration"). The consideration to be paid to each holder of Skybridge capital stock will be determined based on the exchange ratio set forth in the BCA, calculated by dividing the aggregate Merger Consideration by the total number of outstanding shares of Skybridge common stock (determined on a fully diluted basis) immediately prior to the Closing.

The implied enterprise value of $450,000,000 represents approximately 5.15 times Skybridge's FY 2024 revenue of $87.3 million and approximately 4.76 times Skybridge's FY 2024 ARR of $94.6 million. The Company and its board of directors believe these multiples are consistent with, and represent a discount to, publicly traded fintech SaaS peers operating in the payment orchestration and embedded-finance verticals.

Earnout. In addition to the Merger Consideration, former Skybridge shareholders will be entitled to receive up to 5,000,000 additional shares of Class A common stock of SFH (the "Earnout Shares"), issuable in two tranches upon the achievement of certain stock price targets following the Closing:

Tranche 1: 2,500,000 Earnout Shares will be issuable to the former Skybridge shareholders if the volume-weighted average price ("VWAP") of the Class A common stock of SFH equals or exceeds $12.50 per share for any 20 trading days within any 30 consecutive trading day period during the 24-month period following the Closing Date.

Tranche 2: 2,500,000 Earnout Shares will be issuable to the former Skybridge shareholders if the VWAP of the Class A common stock of SFH equals or exceeds $15.00 per share for any 20 trading days within any 30 consecutive trading day period during the 36-month period following the Closing Date.

The Earnout Shares will be allocated among former Skybridge shareholders on a pro rata basis in accordance with their respective ownership percentages at the time of the Closing. In the event of a change of control of SFH during the applicable earnout periods, any then-unvested Earnout Shares shall be deemed earned immediately prior to, and contingent upon, the consummation of such change of control transaction, to the extent that the per-share price paid or implied in such transaction equals or exceeds the applicable VWAP threshold.

Representations, Warranties, and Indemnification

The BCA contains customary mutual representations and warranties for a transaction of this type, including representations and warranties by each of Pinnacle, Merger Sub, and Skybridge relating to, among other things, corporate organization and standing, capitalization, authorization and enforceability, financial statements, absence of undisclosed liabilities, compliance with laws, material contracts, intellectual property, tax matters, employee benefit plans, environmental matters, and the absence of a material adverse effect.

The parties have agreed to customary indemnification provisions. The indemnification cap under the BCA is $45,000,000, representing 10% of the $450,000,000 deal value. The indemnification obligations of the former Skybridge shareholders will be secured by a representations and warranties insurance policy (the "R&W Policy") issued by Clarendon Mutual Underwriters, Ltd. (Policy No. CLM-2025-SPAC-04471), with a policy limit of $45,000,000. No escrow of Merger Consideration shares will be established in connection with the indemnification obligations; rather, claims will be satisfied through recovery under the R&W Policy in the first instance.

The BCA provides for an indemnification basket (deductible) of $4,500,000, representing 1% of the deal value. The basket is structured as a true deductible such that the indemnifying party is liable only for losses in excess of the deductible amount (and not for the deductible amount itself once the threshold is exceeded).

The survival periods applicable to the representations and warranties are as follows:

• Fundamental representations (including representations relating to organization, capitalization, authority, and brokers) — indefinite;

• General representations — 18 months following the Closing Date;

• Tax representations — the applicable statute of limitations plus 60 days; and

• Covenants — in accordance with their respective terms.

The BCA includes a material adverse effect ("MAE") definition set forth in Article I thereof. The MAE definition contains customary carveouts, including for (a) general economic, political, or market conditions, (b) conditions generally affecting the industries in which Skybridge operates, (c) changes in applicable law or accounting standards, (d) effects arising from COVID-19 or any other pandemic, epidemic, or public health emergency, (e) acts of war, sabotage, terrorism, or national emergency, (f) natural disasters, and (g) the failure, in and of itself, of Skybridge to meet any projections, forecasts, or estimates of revenue, earnings, or other financial metrics (provided that the underlying causes of such failure may be taken into account to the extent not otherwise excluded by the foregoing carveouts).

Conditions to Closing

The obligations of each of Pinnacle, Merger Sub, and Skybridge to consummate the Business Combination are subject to the satisfaction or waiver of certain mutual closing conditions, including:

(a) the Registration Statement on Form S-4 (the "Registration Statement") relating to the Business Combination shall have been declared effective by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;

(b) the Business Combination and the transactions contemplated by the BCA shall have been approved by the shareholders of Pinnacle at an extraordinary general meeting of shareholders (the "Extraordinary General Meeting") by ordinary resolution, requiring a simple majority of the votes cast by the holders of Pinnacle's ordinary shares present in person or by proxy at the Extraordinary General Meeting;

(c) no governmental authority shall have enacted, issued, promulgated, enforced, or entered any order, injunction, decree, or law that is in effect and that has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;

(d) the shares of Class A common stock of SFH to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, subject only to official notice of issuance; and

(e) no material adverse effect shall have occurred with respect to Skybridge since the date of the BCA that is continuing as of immediately prior to the Closing.

In addition, the BCA contains a Minimum Cash Condition requiring that the combined company have at least $200,000,000 of Available Cash at the Closing. "Available Cash" is defined in the BCA as the sum of (i) the aggregate amount of cash held in trust by Pinnacle's trustee (net of redemptions by Pinnacle's public shareholders), plus (ii) the aggregate proceeds from the PIPE Investment received at or prior to the Closing, plus (iii) the aggregate proceeds from the Backstop Agreement (as defined below) received at or prior to the Closing, minus (iv) the aggregate amount of the Company Transaction Expenses and the SPAC Transaction Expenses (together, the "Transaction Expenses") that are payable at or prior to the Closing.

For illustrative purposes:

No-Redemption Scenario: Assuming no redemptions by Pinnacle's public shareholders, Available Cash would be approximately $420.6 million, calculated as approximately $312.6 million (trust proceeds) plus $150.0 million (PIPE Investment) minus approximately $42.0 million (estimated Transaction Expenses).

Maximum-Redemption Scenario with Backstop: Assuming maximum redemptions by Pinnacle's public shareholders (such that only 5,000,000 Class A ordinary shares remain outstanding following redemptions) and that Velthryn Strategic Investments, LP (as described below) purchases the maximum 5,000,000 backstop shares, Available Cash would be approximately $215.6 million, calculated as approximately $56.4 million (remaining trust proceeds after redemptions) plus $51.3 million (Backstop proceeds) plus $150.0 million (PIPE Investment) minus approximately $42.0 million (estimated Transaction Expenses).

The Minimum Cash Condition may be waived by Skybridge in its sole discretion.

No-Shop and Termination

From the date of the BCA until the earlier of the Closing or the valid termination of the BCA, Skybridge is subject to a customary no-shop and exclusivity restriction pursuant to which Skybridge and its representatives are prohibited from, directly or indirectly, (i) soliciting, initiating, or encouraging any alternative acquisition proposal, (ii) entering into, maintaining, or continuing discussions or negotiations with any person relating to an alternative acquisition proposal, or (iii) furnishing any non-public information to any person in connection with an alternative acquisition proposal.

Notwithstanding the foregoing, the BCA provides for a fiduciary out that permits Skybridge's board of directors to engage in discussions with, and provide information to, a third party that has made a bona fide, unsolicited, written acquisition proposal that the Skybridge board of directors determines in good faith (after consultation with its outside legal counsel and financial advisor) constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the BCA). In the event that Skybridge receives a Superior Proposal, Pinnacle will be afforded a 5-business-day match right to negotiate amendments to the BCA so that the alternative proposal no longer constitutes a Superior Proposal.

In the event the BCA is terminated by Skybridge's board of directors in order to accept a Superior Proposal (following compliance with the fiduciary out provisions), Skybridge will be required to pay to Pinnacle a termination fee of $13,500,000 in cash, representing approximately 3% of the $450,000,000 deal value.

The BCA may be terminated prior to the Closing under certain circumstances, including:

(a) by the mutual written consent of Pinnacle and Skybridge;

(b) by either Pinnacle or Skybridge if the Closing has not occurred by October 14, 2025 (the "Outside Date"), provided that the Outside Date may be extended by either party for an additional three-month period (to January 14, 2026) if, as of the initial Outside Date, the sole remaining unsatisfied closing condition relates to regulatory or SEC matters (including SEC effectiveness of the Registration Statement);

(c) by either Pinnacle or Skybridge if a governmental authority of competent jurisdiction shall have issued a final, non-appealable order permanently enjoining or otherwise prohibiting the consummation of the Business Combination;

(d) by either Pinnacle or Skybridge if the shareholders of Pinnacle fail to approve the Business Combination at the Extraordinary General Meeting (or any adjournment or postponement thereof);

(e) by Pinnacle upon a material breach by Skybridge of its representations, warranties, or covenants that is not cured within 30 days following written notice thereof; and

(f) by Skybridge upon a material breach by Pinnacle or Merger Sub of their respective representations, warranties, or covenants that is not cured within 30 days following written notice thereof.

Existing Indebtedness. As of the date of the BCA, Skybridge has an existing $25,000,000 revolving credit facility with Velthorn Commerce Bank, N.A. (entered into March 22, 2023), with an outstanding balance of approximately $18,500,000 as of April 14, 2025. Pursuant to the terms of the BCA, the outstanding balance under this credit facility is expected to be repaid in full from trust proceeds at the Closing, and the credit facility is expected to be terminated upon such repayment. Pinnacle will fund the repayment of such indebtedness from the Available Cash of the combined company at the Closing.

PIPE Subscription Agreements

Concurrently with the execution of the BCA, Pinnacle entered into subscription agreements (the "PIPE Subscription Agreements") with certain institutional investors (collectively, the "PIPE Investors") pursuant to which the PIPE Investors have committed to purchase, in the aggregate, 15,000,000 shares of Class A common stock of SFH at a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000 (the "PIPE Investment"). The PIPE Subscription Agreements contain customary representations, warranties, and covenants of the parties.

The PIPE Investors and their respective commitment amounts are as follows:

The closing of the PIPE Investment is contingent upon the substantially concurrent consummation of the Business Combination. In the event the BCA is terminated prior to the Closing, the PIPE Subscription Agreements will also terminate, and none of the PIPE Investors will have any obligation to fund their respective commitments.

Pemberton Zanthor & Co. acted as placement agent for the PIPE Investment.

Non-Redemption / Backstop Agreement

Concurrently with the execution of the BCA, Pinnacle entered into a Non-Redemption Agreement (the "Backstop Agreement") with Velthryn Strategic Investments, LP ("Velthryn"), pursuant to which Velthryn has committed to purchase up to 5,000,000 shares of Class A ordinary shares from redeeming public shareholders of Pinnacle at a price of $10.25 per share, representing a maximum aggregate commitment of $51,250,000. The Backstop Agreement is designed to mitigate the risk of excessive redemptions by Pinnacle's public shareholders and to help ensure that the Minimum Cash Condition is satisfied at the Closing.

In consideration for Velthryn's backstop commitment, Velthryn will receive additional incentive shares equal to 10% of the backstop shares actually purchased by Velthryn pursuant to the Backstop Agreement (the "Backstop Incentive Shares"). For example, if Velthryn purchases the maximum 5,000,000 backstop shares, Velthryn would receive an additional 500,000 Backstop Incentive Shares.

Richard Tsai, Managing Director of Velthryn Strategic Investments, LP, will serve as the primary contact for the backstop arrangement. Velthryn has represented that it is an accredited investor and a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.

Sponsor Support Agreement

Concurrently with the execution of the BCA, Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"), the sponsor of Pinnacle, entered into a Sponsor Support Agreement (the "Sponsor Support Agreement") with Pinnacle. Jonathan Mercer, Chief Executive Officer and Chairman of Pinnacle and Managing Member of the Sponsor, executed the Sponsor Support Agreement on behalf of the Sponsor. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, to:

(a) vote all 7,500,000 of its Class B ordinary shares of Pinnacle (the "Founder Shares") in favor of the Business Combination and each of the other proposals to be submitted to the shareholders of Pinnacle at the Extraordinary General Meeting;

(b) forfeit 500,000 Founder Shares at the Closing, for no consideration;

(c) forfeit an additional 500,000 Founder Shares if redemptions by Pinnacle's public shareholders exceed 75% of the public shares outstanding (i.e., if more than 22,500,000 of the 30,000,000 Class A ordinary shares are redeemed);

(d) irrevocably waive all anti-dilution adjustments with respect to the Founder Shares, including any adjustment that would otherwise be triggered by the issuance of shares pursuant to the PIPE Investment or the Backstop Agreement;

(e) subject the Founder Shares (which will convert into shares of Class A common stock of SFH in connection with the Domestication) to a 12-month lock-up following the Closing Date; and

(f) subject the 8,000,000 private placement warrants held by the Sponsor (originally purchased at a price of $1.50 per warrant for an aggregate purchase price of $12,000,000) to a 30-day lock-up following the Closing Date.

The Sponsor Support Agreement will terminate automatically upon the valid termination of the BCA in accordance with its terms.

Company Stockholder Support Agreement

Concurrently with the execution of the BCA, certain stockholders of Skybridge (collectively, the "Supporting Stockholders") entered into a Company Stockholder Support Agreement (the "Company Stockholder Support Agreement") with Skybridge. The Supporting Stockholders include:

• Harborview Partners, holding approximately 38.2% of the outstanding shares of Skybridge on a fully diluted basis;

• Atlas Horizon Ventures Fund II, LP, holding approximately 22.7% of the outstanding shares of Skybridge on a fully diluted basis; and

• Priya Chandrasekaran, Founder and Chief Executive Officer of Skybridge, holding a portion of the approximately 31.4% aggregate management stake in Skybridge on a fully diluted basis.

Pursuant to the Company Stockholder Support Agreement, the Supporting Stockholders have agreed to (i) deliver an irrevocable written consent in favor of the adoption of the BCA and the approval of the Merger and the other transactions contemplated by the BCA, (ii) refrain from transferring, assigning, pledging, or otherwise disposing of their shares of Skybridge capital stock (subject to certain customary exceptions) during the period from the date of the Company Stockholder Support Agreement through the earlier of the Closing or the valid termination of the BCA, and (iii) comply with certain additional support covenants, including covenants not to take any action that would delay or impair the ability of the parties to consummate the Business Combination.

The aggregate ownership represented by the Supporting Stockholders is sufficient to approve the Merger under Delaware law, and accordingly, following the execution of the Company Stockholder Support Agreement, no further stockholder vote or consent of Skybridge stockholders will be required to approve the Merger.

Lock-Up Agreement. Concurrently with the execution of the BCA, certain insiders of Skybridge and the Sponsor entered into Lock-Up Agreements (each, a "Lock-Up Agreement") providing for customary restrictions on the transfer of shares of Class A common stock of SFH received in the Business Combination. The parties to the Lock-Up Agreements include: Priya Chandrasekaran (Founder and CEO of Skybridge), Marcus Ellingham (CFO of Skybridge), Teresa Okafor (General Counsel of Skybridge), Daniel Hsiao (CTO of Skybridge), Harborview Partners, Atlas Horizon Ventures Fund II, LP, and the Sponsor.

The Lock-Up Agreements provide for:

• A 180-day lock-up following the Closing Date applicable to all shares of Class A common stock of SFH received by the former Skybridge insiders in connection with the Merger;

• A 12-month lock-up following the Closing Date applicable to all shares of Class A common stock of SFH received by the Sponsor in connection with the conversion of its Founder Shares at the Domestication; and

• Customary early-release triggers, including (i) a release upon the consummation of a liquidation, merger, stock exchange, reorganization, or other similar transaction that results in all of SFH's public stockholders having the right to exchange their shares for cash, securities, or other property, and (ii) a release if the last reported sale price of the Class A common stock of SFH equals or exceeds $12.00 per share for any 20 trading days within any 30 consecutive trading day period commencing at least 150 days after the Closing Date (applicable to the 180-day lock-up holders only).

Pro Forma Capitalization

The following tables set forth the anticipated pro forma capitalization of SFH at the Closing under two scenarios: (1) assuming no redemptions by Pinnacle's public shareholders, and (2) assuming maximum redemptions with full utilization of the Backstop Agreement. The tables do not give effect to any shares issuable upon exercise of warrants or Earnout Shares.

Scenario 1: No Redemptions

Scenario 2: Maximum Redemptions with Backstop

Note: The foregoing pro forma capitalization tables exclude (i) 8,000,000 private placement warrants held by the Sponsor (exercise price of $11.50 per share), (ii) 10,000,000 public warrants sold as part of the units in Pinnacle's initial public offering (exercise price of $11.50 per share), and (iii) up to 5,000,000 Earnout Shares. If all warrants were exercised and all Earnout Shares were issued, the total number of shares of Class A common stock of SFH outstanding would increase accordingly, and the ownership percentages reflected in the tables above would be diluted.

Estimated Transaction Expenses

The Company estimates that aggregate Transaction Expenses in connection with the Business Combination will be approximately $42,000,000. This estimate includes legal fees, financial advisory fees, accounting and auditing fees, printing and mailing costs, representations and warranties insurance premiums, directors' and officers' insurance tail policy premiums, SEC and other regulatory filing fees, Nasdaq listing fees, and the deferred underwriting fee of $10,500,000 payable to Pemberton Zanthor & Co. at the Closing (representing 3.5% of the $300,000,000 aggregate gross proceeds from Pinnacle's initial public offering). The actual amount of Transaction Expenses may differ from this estimate.

Anticipated Timeline. The Company currently anticipates the following timeline for the Business Combination:

• Registration Statement Filing: The Registration Statement on Form S-4 is expected to be filed with the SEC on or about April 28, 2025.

• Nasdaq Listing Application: An application for listing of the Class A common stock, warrants, and units of SFH on Nasdaq is expected to be submitted in connection with the filing of the Registration Statement.

• Extraordinary General Meeting: The Extraordinary General Meeting of Pinnacle's shareholders is expected to occur during the third quarter of 2025, following SEC effectiveness of the Registration Statement and mailing of the definitive proxy statement/prospectus to Pinnacle's shareholders.

• Closing: The Closing is expected to occur promptly following the receipt of shareholder approval at the Extraordinary General Meeting and the satisfaction or waiver of the other conditions to Closing set forth in the BCA.

There can be no assurance that the Business Combination will be consummated on the anticipated timeline or at all. The consummation of the Business Combination is subject to the satisfaction or waiver of certain conditions as described above and elsewhere herein.

Advisors. The following advisors have been engaged in connection with the Business Combination:

• Skybridge's legal counsel: Calderwood & Harkness LLP

• Skybridge's financial advisor: Whitfield Royce & Co. (which has delivered a fairness opinion to the board of directors of Skybridge)

• Pinnacle's legal counsel: Ashland Burke & Thayer LLP

• Pinnacle's IPO underwriter and PIPE placement agent: Pemberton Zanthor & Co.

• Skybridge's independent auditor: Graystone Thornton LLP

• Pinnacle's independent auditor: Brindoval Tarvick LLP

BCA Filed as Exhibit

The foregoing description of the BCA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, dated as of April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The BCA has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about Pinnacle, Merger Sub, or Skybridge. The representations, warranties, and covenants contained in the BCA were made only for the purposes of the BCA as of the specific dates therein, were solely for the benefit of the parties to the BCA, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the BCA is incorporated herein by reference only to provide investors with information regarding the terms of the BCA, and investors should not rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the BCA or any of their respective subsidiaries or affiliates.

Similarly, the foregoing descriptions of the PIPE Subscription Agreements, the Backstop Agreement, the Sponsor Support Agreement, the Company Stockholder Support Agreement, and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 through 10.5 hereto and are incorporated herein by reference.

ITEM 3.02 — UNREGISTERED SALES OF EQUITY SECURITIES.

The information set forth under "PIPE Subscription Agreements" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The shares of Class A common stock of SFH to be issued to the PIPE Investors pursuant to the PIPE Subscription Agreements will be issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions not involving a public offering. Each PIPE Investor has represented that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and/or a "qualified institutional buyer" as defined in Rule 144A under the Securities Act.

The shares of Class A common stock of SFH to be issued as Merger Consideration to the former stockholders of Skybridge, as well as any Earnout Shares that may become issuable following the Closing, will be registered under the Registration Statement on Form S-4 to be filed by Pinnacle with the SEC in connection with the Business Combination.

ITEM 7.01 — REGULATION FD DISCLOSURE.

On April 14, 2025, Pinnacle issued a press release announcing the execution of the BCA and the Business Combination. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In addition, on April 14, 2025, Pinnacle and Skybridge prepared an investor presentation for use in connection with the announcement of the Business Combination. A copy of the investor presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

The information furnished under this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. The furnishing of the information in this Item 7.01 is not intended to, and shall not, constitute a determination or admission that the information contained in Exhibit 99.1 or Exhibit 99.2 is material or complete, or that investors should consider such information before making an investment decision with respect to any security of Pinnacle or SFH.

ITEM 8.01 — OTHER EVENTS.

Pinnacle is disclosing the following additional information in connection with the proposed Business Combination.

Trust Account. As of March 31, 2025, the trust account established by Pinnacle in connection with its initial public offering (the "Trust Account"), held at Glenridge National Bank, N.A. as trustee, had an approximate balance of $312,600,000. The Trust Account balance represents the initial deposit of $300,000,000, which consists of the aggregate gross proceeds from the sale of 30,000,000 Class A ordinary shares at $10.00 per share in Pinnacle's initial public offering, plus accrued interest earned on the Trust Account balance through March 31, 2025 (net of amounts withdrawn to pay income taxes). The amounts held in the Trust Account may be reduced by redemptions by Pinnacle's public shareholders prior to or in connection with the Closing.

Post-Closing Plans. Following the consummation of the Business Combination, the combined company intends to continue the development, commercialization, and expansion of Skybridge's cloud-based payment orchestration and embedded-finance platform. The combined company plans to use the proceeds from the Business Combination (including trust proceeds net of redemptions and the PIPE Investment) to fund working capital needs, accelerate product development, pursue strategic acquisitions, expand Skybridge's sales and marketing capabilities, and invest in its technology infrastructure. The combined company will be led by Priya Chandrasekaran, who will serve as Chief Executive Officer of SFH, and Jonathan Mercer, who is expected to serve as Chairman of the Board of Directors of SFH.

Initial Business Combination. The proposed Business Combination constitutes Pinnacle's initial business combination within the meaning of its amended and restated memorandum and articles of association, as amended from time to time. In connection with the Business Combination, Pinnacle will provide its public shareholders with the opportunity to redeem their Class A ordinary shares for a pro rata portion of the funds held in the Trust Account in accordance with the terms set forth in Pinnacle's amended and restated memorandum and articles of association and the Trust Agreement.

IMPORTANT NOTICES

Additional Information and Where to Find It

In connection with the proposed Business Combination, Pinnacle intends to file with the SEC a Registration Statement on Form S-4 (SEC File No. 333-294817; CIK: 0001948372), which will include a proxy statement of Pinnacle and a prospectus of SFH (the "Proxy Statement/Prospectus"), and certain other related documents, to be used at the Extraordinary General Meeting to solicit proxies from holders of Pinnacle's ordinary shares in connection with the Business Combination and the other matters described herein. Investors and security holders of Pinnacle are urged to read the Registration Statement, the Proxy Statement/Prospectus, and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available, because they will contain important information about the Business Combination. After the Registration Statement has been filed and declared effective by the SEC, the definitive Proxy Statement/Prospectus will be mailed to shareholders of Pinnacle as of a record date to be established for voting on the Business Combination and the related proposals.

Investors and security holders will be able to obtain copies of the Registration Statement, the Proxy Statement/Prospectus, and all other relevant documents filed or that will be filed with the SEC by Pinnacle, free of charge, at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Pinnacle may be obtained free of charge by directing a request to Pinnacle Growth Acquisition Corp., 590 Madison Avenue, 28th Floor, New York, New York 10022, Attention: Investor Relations, or by visiting Pinnacle's investor relations website at www.pinnaclegrowthacq.com/investors.

Participants in the Solicitation

Pinnacle, Skybridge, and their respective directors, executive officers, other members of management, and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed Business Combination. Information about the directors and executive officers of Pinnacle and their ownership of Pinnacle's securities is set forth in Pinnacle's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC, and in subsequent documents filed with the SEC. Additional information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement and Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

The directors and executive officers of Pinnacle are:

• Jonathan Mercer — Chief Executive Officer and Chairman of the Board

• Elaine Stratford — Chief Financial Officer

• Robert Yamamoto — Independent Director

• Catherine Leclaire — Independent Director

• David Nguyễn — Independent Director

The executive officers of Skybridge are:

• Priya Chandrasekaran — Founder and Chief Executive Officer

• Marcus Ellingham — Chief Financial Officer

• Teresa Okafor — General Counsel and Corporate Secretary

• Daniel Hsiao — Chief Technology Officer

The key stockholders of Skybridge, who may also be deemed participants, include Harborview Partners (holding approximately 38.2% of Skybridge on a fully diluted basis) and Atlas Horizon Ventures Fund II, LP (holding approximately 22.7% of Skybridge on a fully diluted basis).

Information regarding the persons who may be considered participants in the solicitation of proxies, including a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement/Prospectus and other materials filed with the SEC in connection with the Business Combination. Free copies of these documents may be obtained as described in the preceding paragraph.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. This communication is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination, and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Pinnacle, Skybridge, or SFH.

Forward-Looking Statements. This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "seek," "should," "target," "will," "would," and similar expressions or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the proposed Business Combination, the expected timing of the completion of the Business Combination, the anticipated benefits of the Business Combination, the anticipated capitalization and financial condition of the combined company, the anticipated use of proceeds from the Business Combination, the anticipated management team and governance structure of the combined company, and other statements that are not historical facts.

These forward-looking statements are based on the current expectations and beliefs of Pinnacle and Skybridge and are subject to a number of risks and uncertainties, many of which are beyond the control of Pinnacle and Skybridge, that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to:

• the ability of the parties to consummate the Business Combination in a timely manner or at all;

• the satisfaction or waiver of the conditions to the Closing, including, without limitation, with respect to the approval of the shareholders of Pinnacle and the effectiveness of the Registration Statement;

• the level of redemptions by Pinnacle's public shareholders;

• the ability of the combined company to satisfy the Minimum Cash Condition;

• the ability to secure Nasdaq listing approval for the combined company's shares;

• the receipt of SEC effectiveness of the Registration Statement;

• the occurrence of any event, change, or other circumstance that could give rise to the termination of the BCA;

• changes in the business, operations, or financial condition of Skybridge prior to the Closing;

• the competitive environment for fintech SaaS companies and the payment orchestration and embedded-finance industries;

• regulatory developments affecting the payment processing and financial technology industries, including changes in data privacy, anti-money laundering, and payment services regulations;

• the ability of the combined company to realize the anticipated benefits of the Business Combination, including expected synergies, revenue growth, and operational efficiencies;

• the ability of the combined company to attract and retain key employees, customers, and partners following the Closing;

• general economic conditions, including inflation, interest rates, and capital markets volatility; and

• the other risks and uncertainties detailed in Pinnacle's filings with the SEC, including Pinnacle's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q, each as filed with the SEC.

Neither Pinnacle nor Skybridge assumes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements attributable to Pinnacle, Skybridge, or any person acting on behalf of either of them are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

*Schedules and certain exhibits to the Business Combination Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE GROWTH ACQUISITION CORP.

Date: April 14, 2025

By: ________

Name: Jonathan Mercer

Title: Chief Executive Officer and Chairman

Cayman Islands	333-294817	88-3654921
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share	PGAC	The Nasdaq Stock Market LLC
Units, each consisting of one Class A Ordinary Share and one-third of one redeemable warrant	PGACU	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	PGACW	The Nasdaq Stock Market LLC
PIPE Investor	Commitment Amount	Number of Shares
Hargrove Institutional Partners, LP	$60,000,000	6,000,000
Stonewall Global Equity Fund	$40,000,000	4,000,000
Meridian Crossover Fund III, LP	$25,000,000	2,500,000
Canfield Asset Management, LLC	$25,000,000	2,500,000
Total	$150,000,000	15,000,000
Holder	Shares	Approximate %
Former Skybridge shareholders	45,000,000	46.4%
PGAC public shareholders (Class A)	30,000,000	30.9%
PIPE investors	15,000,000	15.5%
Sponsor (Founder Shares, post-forfeiture of 500,000)	7,000,000	7.2%
Total	97,000,000	100.0%
Holder	Shares	Approximate %
Former Skybridge shareholders	45,000,000	58.4%
Remaining PGAC public shareholders	5,000,000	6.5%
Velthryn backstop shares	5,000,000	6.5%
Velthryn Backstop Incentive Shares	500,000	0.6%
PIPE investors	15,000,000	19.5%
Sponsor (Founder Shares, post-forfeiture of 1,000,000)	6,500,000	8.4%

Total	77,000,000	100.0%
Exhibit No.	Description
2.1	Business Combination Agreement, dated as of April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd.*
10.1	Sponsor Support Agreement, dated as of April 14, 2025, between Ridgeway Capital Holdings LLC and Pinnacle Growth Acquisition Corp.
10.2	Company Stockholder Support Agreement, dated as of April 14, 2025, among Harborview Partners, Atlas Horizon Ventures Fund II, LP, Priya Chandrasekaran, and Skybridge Fintech Ltd.
10.3	Lock-Up Agreement, dated as of April 14, 2025
10.4	Form of PIPE Subscription Agreement
10.5	Non-Redemption / Backstop Agreement, dated as of April 14, 2025, between Velthryn Strategic Investments, LP and Pinnacle Growth Acquisition Corp.
99.1	Press Release, dated April 14, 2025
99.2	Investor Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2025
PINNACLE GROWTH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
590 Madison Avenue, 28th Floor New York, New York 10022 (Address of principal executive offices, including zip code)
(212) 555-8400 (Registrant's telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Business Combination Agreement
On April 14, 2025, Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Pinnacle," the "Company," or "PGAC"), entered into a Business Combination Agreement (the "BCA") with Pinnacle Merger Sub Inc., a Delaware corporation and newly formed, direct, wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation ("Skybridge"). The BCA provides for, among other things, (i) the domestication of Pinnacle from a Cayman Islands exempted company to a Delaware corporation (the "Domestication") and (ii) the merger of Merger Sub with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the domesticated Pinnacle (the "Merger" and, together with the Domestication and the other transactions contemplated by the BCA, the "Business Combination"). The combined company following the consummation of the Business Combination is referred to herein as "Skybridge Fintech Holdings, Inc." or "SFH."
Skybridge is a cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform serving mid-market financial institutions and neobanks. Founded in 2018 and incorporated in the State of Delaware on June 15, 2018, Skybridge is headquartered at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801. As of the date of the BCA, Skybridge has approximately 340 employees across its offices in Wilmington, Delaware; Austin, Texas; and Toronto, Canada. For the fiscal year ended December 31, 2024, Skybridge reported revenue of approximately $87.3 million, annual recurring revenue ("ARR") of approximately $94.6 million, and adjusted EBITDA of approximately $14.1 million. Skybridge's platform processes payment flows across more than 150 payment methods, offering its clients unified API infrastructure, fraud detection, real-time settlement, and compliance tooling designed to reduce payment processing complexity and improve transaction conversion rates.
Transaction Structure.  Domestication. Pursuant to the terms of the BCA, immediately prior to the closing of the Business Combination (the "Closing"), Pinnacle will deregister as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law (the "DGCL") and Part XII of the Companies Act (As Revised) of the Cayman Islands. In connection with the Domestication, Pinnacle will change its name to "Skybridge Fintech Holdings, Inc." Each outstanding Class A ordinary share of Pinnacle will convert, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of SFH. Each outstanding Class B ordinary share of Pinnacle will convert, on a one-for-one basis, into one share of Class A common stock of SFH. Each outstanding warrant of Pinnacle will convert into one warrant to acquire one share of Class A common stock of SFH on the same terms and conditions as were in effect immediately prior to the Domestication.
Merger. Following the Domestication and subject to the satisfaction or waiver of the conditions set forth in the BCA, Merger Sub will merge with and into Skybridge in a forward triangular merger under the DGCL, with Skybridge surviving the Merger as a wholly owned subsidiary of SFH. Upon the consummation of the Merger, the separate corporate existence of Merger Sub will cease.
Following the Closing, the combined company's Class A common stock, warrants, and units are expected to be listed on The Nasdaq Stock Market LLC ("Nasdaq") under the new ticker symbols SBFT, SBFTW, and SBFTU, respectively.
Consideration and Valuation
The BCA ascribes an implied enterprise value to Skybridge of $450,000,000. Because Skybridge is expected to be debt-free at Closing following the repayment in full of its existing revolving credit facility (as described below), the implied equity value of Skybridge is also $450,000,000 (with no net-debt adjustment at Closing).
In the Merger, holders of Skybridge capital stock will receive shares of Class A common stock of SFH valued at $10.00 per share, representing an aggregate of 45,000,000 shares of Class A common stock ($450,000,000 ÷ $10.00 per share) (the "Merger Consideration"). The consideration to be paid to each holder of Skybridge capital stock will be determined based on the exchange ratio set forth in the BCA, calculated by dividing the aggregate Merger Consideration by the total number of outstanding shares of Skybridge common stock (determined on a fully diluted basis) immediately prior to the Closing.
The implied enterprise value of $450,000,000 represents approximately 5.15 times Skybridge's FY 2024 revenue of $87.3 million and approximately 4.76 times Skybridge's FY 2024 ARR of $94.6 million. The Company and its board of directors believe these multiples are consistent with, and represent a discount to, publicly traded fintech SaaS peers operating in the payment orchestration and embedded-finance verticals.
Earnout.  In addition to the Merger Consideration, former Skybridge shareholders will be entitled to receive up to 5,000,000 additional shares of Class A common stock of SFH (the "Earnout Shares"), issuable in two tranches upon the achievement of certain stock price targets following the Closing:
Tranche 1: 2,500,000 Earnout Shares will be issuable to the former Skybridge shareholders if the volume-weighted average price ("VWAP") of the Class A common stock of SFH equals or exceeds $12.50 per share for any 20 trading days within any 30 consecutive trading day period during the 24-month period following the Closing Date.
Tranche 2: 2,500,000 Earnout Shares will be issuable to the former Skybridge shareholders if the VWAP of the Class A common stock of SFH equals or exceeds $15.00 per share for any 20 trading days within any 30 consecutive trading day period during the 36-month period following the Closing Date.
The Earnout Shares will be allocated among former Skybridge shareholders on a pro rata basis in accordance with their respective ownership percentages at the time of the Closing. In the event of a change of control of SFH during the applicable earnout periods, any then-unvested Earnout Shares shall be deemed earned immediately prior to, and contingent upon, the consummation of such change of control transaction, to the extent that the per-share price paid or implied in such transaction equals or exceeds the applicable VWAP threshold.
Representations, Warranties, and Indemnification
The BCA contains customary mutual representations and warranties for a transaction of this type, including representations and warranties by each of Pinnacle, Merger Sub, and Skybridge relating to, among other things, corporate organization and standing, capitalization, authorization and enforceability, financial statements, absence of undisclosed liabilities, compliance with laws, material contracts, intellectual property, tax matters, employee benefit plans, environmental matters, and the absence of a material adverse effect.
The parties have agreed to customary indemnification provisions. The indemnification cap under the BCA is $45,000,000, representing 10% of the $450,000,000 deal value. The indemnification obligations of the former Skybridge shareholders will be secured by a representations and warranties insurance policy (the "R&W Policy") issued by Clarendon Mutual Underwriters, Ltd. (Policy No. CLM-2025-SPAC-04471), with a policy limit of $45,000,000. No escrow of Merger Consideration shares will be established in connection with the indemnification obligations; rather, claims will be satisfied through recovery under the R&W Policy in the first instance.
The BCA provides for an indemnification basket (deductible) of $4,500,000, representing 1% of the deal value. The basket is structured as a true deductible such that the indemnifying party is liable only for losses in excess of the deductible amount (and not for the deductible amount itself once the threshold is exceeded).
The survival periods applicable to the representations and warranties are as follows:
•  Fundamental representations (including representations relating to organization, capitalization, authority, and brokers) — indefinite;
•  General representations — 18 months following the Closing Date;
•  Tax representations — the applicable statute of limitations plus 60 days; and
•  Covenants — in accordance with their respective terms.
The BCA includes a material adverse effect ("MAE") definition set forth in Article I thereof. The MAE definition contains customary carveouts, including for (a) general economic, political, or market conditions, (b) conditions generally affecting the industries in which Skybridge operates, (c) changes in applicable law or accounting standards, (d) effects arising from COVID-19 or any other pandemic, epidemic, or public health emergency, (e) acts of war, sabotage, terrorism, or national emergency, (f) natural disasters, and (g) the failure, in and of itself, of Skybridge to meet any projections, forecasts, or estimates of revenue, earnings, or other financial metrics (provided that the underlying causes of such failure may be taken into account to the extent not otherwise excluded by the foregoing carveouts).
Conditions to Closing
The obligations of each of Pinnacle, Merger Sub, and Skybridge to consummate the Business Combination are subject to the satisfaction or waiver of certain mutual closing conditions, including:
(a) the Registration Statement on Form S-4 (the "Registration Statement") relating to the Business Combination shall have been declared effective by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;
(b) the Business Combination and the transactions contemplated by the BCA shall have been approved by the shareholders of Pinnacle at an extraordinary general meeting of shareholders (the "Extraordinary General Meeting") by ordinary resolution, requiring a simple majority of the votes cast by the holders of Pinnacle's ordinary shares present in person or by proxy at the Extraordinary General Meeting;
(c) no governmental authority shall have enacted, issued, promulgated, enforced, or entered any order, injunction, decree, or law that is in effect and that has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;
(d) the shares of Class A common stock of SFH to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, subject only to official notice of issuance; and
(e) no material adverse effect shall have occurred with respect to Skybridge since the date of the BCA that is continuing as of immediately prior to the Closing.
In addition, the BCA contains a Minimum Cash Condition requiring that the combined company have at least $200,000,000 of Available Cash at the Closing. "Available Cash" is defined in the BCA as the sum of (i) the aggregate amount of cash held in trust by Pinnacle's trustee (net of redemptions by Pinnacle's public shareholders), plus (ii) the aggregate proceeds from the PIPE Investment received at or prior to the Closing, plus (iii) the aggregate proceeds from the Backstop Agreement (as defined below) received at or prior to the Closing, minus (iv) the aggregate amount of the Company Transaction Expenses and the SPAC Transaction Expenses (together, the "Transaction Expenses") that are payable at or prior to the Closing.
For illustrative purposes:
No-Redemption Scenario: Assuming no redemptions by Pinnacle's public shareholders, Available Cash would be approximately $420.6 million, calculated as approximately $312.6 million (trust proceeds) plus $150.0 million (PIPE Investment) minus approximately $42.0 million (estimated Transaction Expenses).
Maximum-Redemption Scenario with Backstop: Assuming maximum redemptions by Pinnacle's public shareholders (such that only 5,000,000 Class A ordinary shares remain outstanding following redemptions) and that Velthryn Strategic Investments, LP (as described below) purchases the maximum 5,000,000 backstop shares, Available Cash would be approximately $215.6 million, calculated as approximately $56.4 million (remaining trust proceeds after redemptions) plus $51.3 million (Backstop proceeds) plus $150.0 million (PIPE Investment) minus approximately $42.0 million (estimated Transaction Expenses).
The Minimum Cash Condition may be waived by Skybridge in its sole discretion.
No-Shop and Termination
From the date of the BCA until the earlier of the Closing or the valid termination of the BCA, Skybridge is subject to a customary no-shop and exclusivity restriction pursuant to which Skybridge and its representatives are prohibited from, directly or indirectly, (i) soliciting, initiating, or encouraging any alternative acquisition proposal, (ii) entering into, maintaining, or continuing discussions or negotiations with any person relating to an alternative acquisition proposal, or (iii) furnishing any non-public information to any person in connection with an alternative acquisition proposal.
Notwithstanding the foregoing, the BCA provides for a fiduciary out that permits Skybridge's board of directors to engage in discussions with, and provide information to, a third party that has made a bona fide, unsolicited, written acquisition proposal that the Skybridge board of directors determines in good faith (after consultation with its outside legal counsel and financial advisor) constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the BCA). In the event that Skybridge receives a Superior Proposal, Pinnacle will be afforded a 5-business-day match right to negotiate amendments to the BCA so that the alternative proposal no longer constitutes a Superior Proposal.
In the event the BCA is terminated by Skybridge's board of directors in order to accept a Superior Proposal (following compliance with the fiduciary out provisions), Skybridge will be required to pay to Pinnacle a termination fee of $13,500,000 in cash, representing approximately 3% of the $450,000,000 deal value.
The BCA may be terminated prior to the Closing under certain circumstances, including:
(a) by the mutual written consent of Pinnacle and Skybridge;
(b) by either Pinnacle or Skybridge if the Closing has not occurred by October 14, 2025 (the "Outside Date"), provided that the Outside Date may be extended by either party for an additional three-month period (to January 14, 2026) if, as of the initial Outside Date, the sole remaining unsatisfied closing condition relates to regulatory or SEC matters (including SEC effectiveness of the Registration Statement);
(c) by either Pinnacle or Skybridge if a governmental authority of competent jurisdiction shall have issued a final, non-appealable order permanently enjoining or otherwise prohibiting the consummation of the Business Combination;
(d) by either Pinnacle or Skybridge if the shareholders of Pinnacle fail to approve the Business Combination at the Extraordinary General Meeting (or any adjournment or postponement thereof);
(e) by Pinnacle upon a material breach by Skybridge of its representations, warranties, or covenants that is not cured within 30 days following written notice thereof; and
(f) by Skybridge upon a material breach by Pinnacle or Merger Sub of their respective representations, warranties, or covenants that is not cured within 30 days following written notice thereof.
Existing Indebtedness.  As of the date of the BCA, Skybridge has an existing $25,000,000 revolving credit facility with Velthorn Commerce Bank, N.A. (entered into March 22, 2023), with an outstanding balance of approximately $18,500,000 as of April 14, 2025. Pursuant to the terms of the BCA, the outstanding balance under this credit facility is expected to be repaid in full from trust proceeds at the Closing, and the credit facility is expected to be terminated upon such repayment. Pinnacle will fund the repayment of such indebtedness from the Available Cash of the combined company at the Closing.
PIPE Subscription Agreements
Concurrently with the execution of the BCA, Pinnacle entered into subscription agreements (the "PIPE Subscription Agreements") with certain institutional investors (collectively, the "PIPE Investors") pursuant to which the PIPE Investors have committed to purchase, in the aggregate, 15,000,000 shares of Class A common stock of SFH at a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000 (the "PIPE Investment"). The PIPE Subscription Agreements contain customary representations, warranties, and covenants of the parties.
The PIPE Investors and their respective commitment amounts are as follows:
The closing of the PIPE Investment is contingent upon the substantially concurrent consummation of the Business Combination. In the event the BCA is terminated prior to the Closing, the PIPE Subscription Agreements will also terminate, and none of the PIPE Investors will have any obligation to fund their respective commitments.
Pemberton Zanthor & Co. acted as placement agent for the PIPE Investment.
Non-Redemption / Backstop Agreement
Concurrently with the execution of the BCA, Pinnacle entered into a Non-Redemption Agreement (the "Backstop Agreement") with Velthryn Strategic Investments, LP ("Velthryn"), pursuant to which Velthryn has committed to purchase up to 5,000,000 shares of Class A ordinary shares from redeeming public shareholders of Pinnacle at a price of $10.25 per share, representing a maximum aggregate commitment of $51,250,000. The Backstop Agreement is designed to mitigate the risk of excessive redemptions by Pinnacle's public shareholders and to help ensure that the Minimum Cash Condition is satisfied at the Closing.
In consideration for Velthryn's backstop commitment, Velthryn will receive additional incentive shares equal to 10% of the backstop shares actually purchased by Velthryn pursuant to the Backstop Agreement (the "Backstop Incentive Shares"). For example, if Velthryn purchases the maximum 5,000,000 backstop shares, Velthryn would receive an additional 500,000 Backstop Incentive Shares.
Richard Tsai, Managing Director of Velthryn Strategic Investments, LP, will serve as the primary contact for the backstop arrangement. Velthryn has represented that it is an accredited investor and a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.
Sponsor Support Agreement
Concurrently with the execution of the BCA, Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"), the sponsor of Pinnacle, entered into a Sponsor Support Agreement (the "Sponsor Support Agreement") with Pinnacle. Jonathan Mercer, Chief Executive Officer and Chairman of Pinnacle and Managing Member of the Sponsor, executed the Sponsor Support Agreement on behalf of the Sponsor. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, to:
(a) vote all 7,500,000 of its Class B ordinary shares of Pinnacle (the "Founder Shares") in favor of the Business Combination and each of the other proposals to be submitted to the shareholders of Pinnacle at the Extraordinary General Meeting;
(b) forfeit 500,000 Founder Shares at the Closing, for no consideration;
(c) forfeit an additional 500,000 Founder Shares if redemptions by Pinnacle's public shareholders exceed 75% of the public shares outstanding (i.e., if more than 22,500,000 of the 30,000,000 Class A ordinary shares are redeemed);
(d) irrevocably waive all anti-dilution adjustments with respect to the Founder Shares, including any adjustment that would otherwise be triggered by the issuance of shares pursuant to the PIPE Investment or the Backstop Agreement;
(e) subject the Founder Shares (which will convert into shares of Class A common stock of SFH in connection with the Domestication) to a 12-month lock-up following the Closing Date; and
(f) subject the 8,000,000 private placement warrants held by the Sponsor (originally purchased at a price of $1.50 per warrant for an aggregate purchase price of $12,000,000) to a 30-day lock-up following the Closing Date.
The Sponsor Support Agreement will terminate automatically upon the valid termination of the BCA in accordance with its terms.
Company Stockholder Support Agreement
Concurrently with the execution of the BCA, certain stockholders of Skybridge (collectively, the "Supporting Stockholders") entered into a Company Stockholder Support Agreement (the "Company Stockholder Support Agreement") with Skybridge. The Supporting Stockholders include:
•  Harborview Partners, holding approximately 38.2% of the outstanding shares of Skybridge on a fully diluted basis;
•  Atlas Horizon Ventures Fund II, LP, holding approximately 22.7% of the outstanding shares of Skybridge on a fully diluted basis; and
•  Priya Chandrasekaran, Founder and Chief Executive Officer of Skybridge, holding a portion of the approximately 31.4% aggregate management stake in Skybridge on a fully diluted basis.
Pursuant to the Company Stockholder Support Agreement, the Supporting Stockholders have agreed to (i) deliver an irrevocable written consent in favor of the adoption of the BCA and the approval of the Merger and the other transactions contemplated by the BCA, (ii) refrain from transferring, assigning, pledging, or otherwise disposing of their shares of Skybridge capital stock (subject to certain customary exceptions) during the period from the date of the Company Stockholder Support Agreement through the earlier of the Closing or the valid termination of the BCA, and (iii) comply with certain additional support covenants, including covenants not to take any action that would delay or impair the ability of the parties to consummate the Business Combination.
The aggregate ownership represented by the Supporting Stockholders is sufficient to approve the Merger under Delaware law, and accordingly, following the execution of the Company Stockholder Support Agreement, no further stockholder vote or consent of Skybridge stockholders will be required to approve the Merger.
Lock-Up Agreement.  Concurrently with the execution of the BCA, certain insiders of Skybridge and the Sponsor entered into Lock-Up Agreements (each, a "Lock-Up Agreement") providing for customary restrictions on the transfer of shares of Class A common stock of SFH received in the Business Combination. The parties to the Lock-Up Agreements include: Priya Chandrasekaran (Founder and CEO of Skybridge), Marcus Ellingham (CFO of Skybridge), Teresa Okafor (General Counsel of Skybridge), Daniel Hsiao (CTO of Skybridge), Harborview Partners, Atlas Horizon Ventures Fund II, LP, and the Sponsor.
The Lock-Up Agreements provide for:
•  A 180-day lock-up following the Closing Date applicable to all shares of Class A common stock of SFH received by the former Skybridge insiders in connection with the Merger;
•  A 12-month lock-up following the Closing Date applicable to all shares of Class A common stock of SFH received by the Sponsor in connection with the conversion of its Founder Shares at the Domestication; and
•  Customary early-release triggers, including (i) a release upon the consummation of a liquidation, merger, stock exchange, reorganization, or other similar transaction that results in all of SFH's public stockholders having the right to exchange their shares for cash, securities, or other property, and (ii) a release if the last reported sale price of the Class A common stock of SFH equals or exceeds $12.00 per share for any 20 trading days within any 30 consecutive trading day period commencing at least 150 days after the Closing Date (applicable to the 180-day lock-up holders only).
Pro Forma Capitalization
The following tables set forth the anticipated pro forma capitalization of SFH at the Closing under two scenarios: (1) assuming no redemptions by Pinnacle's public shareholders, and (2) assuming maximum redemptions with full utilization of the Backstop Agreement. The tables do not give effect to any shares issuable upon exercise of warrants or Earnout Shares.
Scenario 1: No Redemptions
Scenario 2: Maximum Redemptions with Backstop
Note: The foregoing pro forma capitalization tables exclude (i) 8,000,000 private placement warrants held by the Sponsor (exercise price of $11.50 per share), (ii) 10,000,000 public warrants sold as part of the units in Pinnacle's initial public offering (exercise price of $11.50 per share), and (iii) up to 5,000,000 Earnout Shares. If all warrants were exercised and all Earnout Shares were issued, the total number of shares of Class A common stock of SFH outstanding would increase accordingly, and the ownership percentages reflected in the tables above would be diluted.
Estimated Transaction Expenses
The Company estimates that aggregate Transaction Expenses in connection with the Business Combination will be approximately $42,000,000. This estimate includes legal fees, financial advisory fees, accounting and auditing fees, printing and mailing costs, representations and warranties insurance premiums, directors' and officers' insurance tail policy premiums, SEC and other regulatory filing fees, Nasdaq listing fees, and the deferred underwriting fee of $10,500,000 payable to Pemberton Zanthor & Co. at the Closing (representing 3.5% of the $300,000,000 aggregate gross proceeds from Pinnacle's initial public offering). The actual amount of Transaction Expenses may differ from this estimate.
Anticipated Timeline.  The Company currently anticipates the following timeline for the Business Combination:
•  Registration Statement Filing: The Registration Statement on Form S-4 is expected to be filed with the SEC on or about April 28, 2025.
•  Nasdaq Listing Application: An application for listing of the Class A common stock, warrants, and units of SFH on Nasdaq is expected to be submitted in connection with the filing of the Registration Statement.
•  Extraordinary General Meeting: The Extraordinary General Meeting of Pinnacle's shareholders is expected to occur during the third quarter of 2025, following SEC effectiveness of the Registration Statement and mailing of the definitive proxy statement/prospectus to Pinnacle's shareholders.
•  Closing: The Closing is expected to occur promptly following the receipt of shareholder approval at the Extraordinary General Meeting and the satisfaction or waiver of the other conditions to Closing set forth in the BCA.
There can be no assurance that the Business Combination will be consummated on the anticipated timeline or at all. The consummation of the Business Combination is subject to the satisfaction or waiver of certain conditions as described above and elsewhere herein.
Advisors.  The following advisors have been engaged in connection with the Business Combination:
•  Skybridge's legal counsel: Calderwood & Harkness LLP
•  Skybridge's financial advisor: Whitfield Royce & Co. (which has delivered a fairness opinion to the board of directors of Skybridge)
•  Pinnacle's legal counsel: Ashland Burke & Thayer LLP
•  Pinnacle's IPO underwriter and PIPE placement agent: Pemberton Zanthor & Co.
•  Skybridge's independent auditor: Graystone Thornton LLP
•  Pinnacle's independent auditor: Brindoval Tarvick LLP
BCA Filed as Exhibit
The foregoing description of the BCA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, dated as of April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The BCA has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about Pinnacle, Merger Sub, or Skybridge. The representations, warranties, and covenants contained in the BCA were made only for the purposes of the BCA as of the specific dates therein, were solely for the benefit of the parties to the BCA, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the BCA is incorporated herein by reference only to provide investors with information regarding the terms of the BCA, and investors should not rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the BCA or any of their respective subsidiaries or affiliates.
Similarly, the foregoing descriptions of the PIPE Subscription Agreements, the Backstop Agreement, the Sponsor Support Agreement, the Company Stockholder Support Agreement, and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 through 10.5 hereto and are incorporated herein by reference.
ITEM 3.02 — UNREGISTERED SALES OF EQUITY SECURITIES.
The information set forth under "PIPE Subscription Agreements" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The shares of Class A common stock of SFH to be issued to the PIPE Investors pursuant to the PIPE Subscription Agreements will be issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions not involving a public offering. Each PIPE Investor has represented that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and/or a "qualified institutional buyer" as defined in Rule 144A under the Securities Act.
The shares of Class A common stock of SFH to be issued as Merger Consideration to the former stockholders of Skybridge, as well as any Earnout Shares that may become issuable following the Closing, will be registered under the Registration Statement on Form S-4 to be filed by Pinnacle with the SEC in connection with the Business Combination.
ITEM 7.01 — REGULATION FD DISCLOSURE.
On April 14, 2025, Pinnacle issued a press release announcing the execution of the BCA and the Business Combination. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
In addition, on April 14, 2025, Pinnacle and Skybridge prepared an investor presentation for use in connection with the announcement of the Business Combination. A copy of the investor presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
The information furnished under this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. The furnishing of the information in this Item 7.01 is not intended to, and shall not, constitute a determination or admission that the information contained in Exhibit 99.1 or Exhibit 99.2 is material or complete, or that investors should consider such information before making an investment decision with respect to any security of Pinnacle or SFH.
ITEM 8.01 — OTHER EVENTS.
Pinnacle is disclosing the following additional information in connection with the proposed Business Combination.
Trust Account. As of March 31, 2025, the trust account established by Pinnacle in connection with its initial public offering (the "Trust Account"), held at Glenridge National Bank, N.A. as trustee, had an approximate balance of $312,600,000. The Trust Account balance represents the initial deposit of $300,000,000, which consists of the aggregate gross proceeds from the sale of 30,000,000 Class A ordinary shares at $10.00 per share in Pinnacle's initial public offering, plus accrued interest earned on the Trust Account balance through March 31, 2025 (net of amounts withdrawn to pay income taxes). The amounts held in the Trust Account may be reduced by redemptions by Pinnacle's public shareholders prior to or in connection with the Closing.
Post-Closing Plans. Following the consummation of the Business Combination, the combined company intends to continue the development, commercialization, and expansion of Skybridge's cloud-based payment orchestration and embedded-finance platform. The combined company plans to use the proceeds from the Business Combination (including trust proceeds net of redemptions and the PIPE Investment) to fund working capital needs, accelerate product development, pursue strategic acquisitions, expand Skybridge's sales and marketing capabilities, and invest in its technology infrastructure. The combined company will be led by Priya Chandrasekaran, who will serve as Chief Executive Officer of SFH, and Jonathan Mercer, who is expected to serve as Chairman of the Board of Directors of SFH.
Initial Business Combination. The proposed Business Combination constitutes Pinnacle's initial business combination within the meaning of its amended and restated memorandum and articles of association, as amended from time to time. In connection with the Business Combination, Pinnacle will provide its public shareholders with the opportunity to redeem their Class A ordinary shares for a pro rata portion of the funds held in the Trust Account in accordance with the terms set forth in Pinnacle's amended and restated memorandum and articles of association and the Trust Agreement.
IMPORTANT NOTICES
Additional Information and Where to Find It
In connection with the proposed Business Combination, Pinnacle intends to file with the SEC a Registration Statement on Form S-4 (SEC File No. 333-294817; CIK: 0001948372), which will include a proxy statement of Pinnacle and a prospectus of SFH (the "Proxy Statement/Prospectus"), and certain other related documents, to be used at the Extraordinary General Meeting to solicit proxies from holders of Pinnacle's ordinary shares in connection with the Business Combination and the other matters described herein. Investors and security holders of Pinnacle are urged to read the Registration Statement, the Proxy Statement/Prospectus, and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available, because they will contain important information about the Business Combination. After the Registration Statement has been filed and declared effective by the SEC, the definitive Proxy Statement/Prospectus will be mailed to shareholders of Pinnacle as of a record date to be established for voting on the Business Combination and the related proposals.
Investors and security holders will be able to obtain copies of the Registration Statement, the Proxy Statement/Prospectus, and all other relevant documents filed or that will be filed with the SEC by Pinnacle, free of charge, at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Pinnacle may be obtained free of charge by directing a request to Pinnacle Growth Acquisition Corp., 590 Madison Avenue, 28th Floor, New York, New York 10022, Attention: Investor Relations, or by visiting Pinnacle's investor relations website at www.pinnaclegrowthacq.com/investors.
Participants in the Solicitation
Pinnacle, Skybridge, and their respective directors, executive officers, other members of management, and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed Business Combination. Information about the directors and executive officers of Pinnacle and their ownership of Pinnacle's securities is set forth in Pinnacle's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC, and in subsequent documents filed with the SEC. Additional information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement and Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.
The directors and executive officers of Pinnacle are:
•  Jonathan Mercer — Chief Executive Officer and Chairman of the Board
•  Elaine Stratford — Chief Financial Officer
•  Robert Yamamoto — Independent Director
•  Catherine Leclaire — Independent Director
•  David Nguyễn — Independent Director
The executive officers of Skybridge are:
•  Priya Chandrasekaran — Founder and Chief Executive Officer
•  Marcus Ellingham — Chief Financial Officer
•  Teresa Okafor — General Counsel and Corporate Secretary
•  Daniel Hsiao — Chief Technology Officer
The key stockholders of Skybridge, who may also be deemed participants, include Harborview Partners (holding approximately 38.2% of Skybridge on a fully diluted basis) and Atlas Horizon Ventures Fund II, LP (holding approximately 22.7% of Skybridge on a fully diluted basis).
Information regarding the persons who may be considered participants in the solicitation of proxies, including a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement/Prospectus and other materials filed with the SEC in connection with the Business Combination. Free copies of these documents may be obtained as described in the preceding paragraph.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. This communication is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination, and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Pinnacle, Skybridge, or SFH.
Forward-Looking Statements.  This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "seek," "should," "target," "will," "would," and similar expressions or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the proposed Business Combination, the expected timing of the completion of the Business Combination, the anticipated benefits of the Business Combination, the anticipated capitalization and financial condition of the combined company, the anticipated use of proceeds from the Business Combination, the anticipated management team and governance structure of the combined company, and other statements that are not historical facts.
These forward-looking statements are based on the current expectations and beliefs of Pinnacle and Skybridge and are subject to a number of risks and uncertainties, many of which are beyond the control of Pinnacle and Skybridge, that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to:
•  the ability of the parties to consummate the Business Combination in a timely manner or at all;
•  the satisfaction or waiver of the conditions to the Closing, including, without limitation, with respect to the approval of the shareholders of Pinnacle and the effectiveness of the Registration Statement;
•  the level of redemptions by Pinnacle's public shareholders;
•  the ability of the combined company to satisfy the Minimum Cash Condition;
•  the ability to secure Nasdaq listing approval for the combined company's shares;
•  the receipt of SEC effectiveness of the Registration Statement;
•  the occurrence of any event, change, or other circumstance that could give rise to the termination of the BCA;
•  changes in the business, operations, or financial condition of Skybridge prior to the Closing;
•  the competitive environment for fintech SaaS companies and the payment orchestration and embedded-finance industries;
•  regulatory developments affecting the payment processing and financial technology industries, including changes in data privacy, anti-money laundering, and payment services regulations;
•  the ability of the combined company to realize the anticipated benefits of the Business Combination, including expected synergies, revenue growth, and operational efficiencies;
•  the ability of the combined company to attract and retain key employees, customers, and partners following the Closing;
•  general economic conditions, including inflation, interest rates, and capital markets volatility; and
•  the other risks and uncertainties detailed in Pinnacle's filings with the SEC, including Pinnacle's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q, each as filed with the SEC.
Neither Pinnacle nor Skybridge assumes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements attributable to Pinnacle, Skybridge, or any person acting on behalf of either of them are expressly qualified in their entirety by the cautionary statements contained or referred to herein.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.  
*Schedules and certain exhibits to the Business Combination Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE GROWTH ACQUISITION CORP.
Date: April 14, 2025
By: ________
Name: Jonathan Mercer
Title: Chief Executive Officer and Chairman
Cayman Islands | 333-294817 | 88-3654921
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share | PGAC | The Nasdaq Stock Market LLC
Units, each consisting of one Class A Ordinary Share and one-third of one redeemable warrant | PGACU | The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | PGACW | The Nasdaq Stock Market LLC
PIPE Investor | Commitment Amount | Number of Shares
Hargrove Institutional Partners, LP | $60,000,000 | 6,000,000
Stonewall Global Equity Fund | $40,000,000 | 4,000,000
Meridian Crossover Fund III, LP | $25,000,000 | 2,500,000
Canfield Asset Management, LLC | $25,000,000 | 2,500,000
Total | $150,000,000 | 15,000,000
Holder | Shares | Approximate %
Former Skybridge shareholders | 45,000,000 | 46.4%
PGAC public shareholders (Class A) | 30,000,000 | 30.9%
PIPE investors | 15,000,000 | 15.5%
Sponsor (Founder Shares, post-forfeiture of 500,000) | 7,000,000 | 7.2%
Total | 97,000,000 | 100.0%
Holder | Shares | Approximate %
Former Skybridge shareholders | 45,000,000 | 58.4%
Remaining PGAC public shareholders | 5,000,000 | 6.5%
Velthryn backstop shares | 5,000,000 | 6.5%
Velthryn Backstop Incentive Shares | 500,000 | 0.6%
PIPE investors | 15,000,000 | 19.5%
Sponsor (Founder Shares, post-forfeiture of 1,000,000) | 6,500,000 | 8.4%
Total | 77,000,000 | 100.0%
Exhibit No. | Description
2.1 | Business Combination Agreement, dated as of April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd.*
10.1 | Sponsor Support Agreement, dated as of April 14, 2025, between Ridgeway Capital Holdings LLC and Pinnacle Growth Acquisition Corp.
10.2 | Company Stockholder Support Agreement, dated as of April 14, 2025, among Harborview Partners, Atlas Horizon Ventures Fund II, LP, Priya Chandrasekaran, and Skybridge Fintech Ltd.
10.3 | Lock-Up Agreement, dated as of April 14, 2025
10.4 | Form of PIPE Subscription Agreement
10.5 | Non-Redemption / Backstop Agreement, dated as of April 14, 2025, between Velthryn Strategic Investments, LP and Pinnacle Growth Acquisition Corp.
99.1 | Press Release, dated April 14, 2025
99.2 | Investor Presentation
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PINNACLE GROWTH ACQUISITION CORP.

IMPORTANT NOTICES

SIGNATURES

PINNACLE GROWTH ACQUISITION CORP.

Record

Parties

Dates

Amounts