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): July 21, 2025
Commission File Number: 333-294817
SKYBRIDGE FINTECH HOLDINGS, INC.
(formerly known as Pinnacle Growth Acquisition Corp.)
(Exact Name of Registrant as Specified in its Charter)
Note: The Combined Company also references Skybridge Fintech Ltd. EIN: 83-2471560
1200 Market Street, Suite 1400 Wilmington, Delaware 19801 (Address of Principal Executive Offices, including Zip Code)
(302) 555-7400 (Registrant's Telephone Number, including Area Code)
Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, New York 10022 (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:
Former ticker symbols: PGAC (Class A Ordinary Shares), PGACU (Units), PGACW (Warrants)
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.
CIK: 0001948372
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INTRODUCTORY NOTE
On July 21, 2025, Pinnacle Growth Acquisition Corp. ("Pinnacle" or "PGAC"), a Cayman Islands exempted company, consummated the previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of April 14, 2025 (as may be amended, supplemented, or otherwise modified from time to time, the "BCA"), by and among Pinnacle, Pinnacle Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or "SBF").
The BCA was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Pinnacle with the Securities and Exchange Commission (the "SEC") on April 14, 2025, and is described in detail in the Registration Statement on Form S-4 (File No. 333-294817) (the "Registration Statement"), which includes the proxy statement/prospectus forming a part thereof (the "Proxy Statement/Prospectus"), declared effective by the SEC on June 16, 2025. The description of the BCA and the transactions contemplated thereby contained herein and in the Proxy Statement/Prospectus is qualified in its entirety by reference to the full text of the BCA, which is incorporated herein by reference.
The Business Combination was consummated in two sequential steps:
(i) The Domestication. Pinnacle Growth Acquisition Corp. was re-domiciled from the Cayman Islands to the State of Delaware by deregistering as a Cayman Islands exempted company under the Cayman Islands Companies Act (As Revised) and domesticating as a corporation formed under the laws of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law (the "DGCL"). In connection with the Domestication, Pinnacle was renamed "Skybridge Fintech Holdings, Inc." (the "Domestication"). Each issued and outstanding ordinary share and warrant of Pinnacle (Cayman Islands) was converted into the corresponding security of the domesticated Delaware corporation, as described more fully in Item 2.01 below.
(ii) The Merger. Immediately following the Domestication, Merger Sub merged with and into Skybridge Fintech Ltd., with Skybridge surviving the Merger as a direct, wholly owned subsidiary of Skybridge Fintech Holdings, Inc. (the "Merger," and together with the Domestication, the "Closing"). The Merger was structured as a forward triangular merger under the DGCL.
As a result of the Closing, Pinnacle Growth Acquisition Corp. ceased to be a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Unless the context otherwise requires, the "Combined Company" refers to Skybridge Fintech Holdings, Inc., the Delaware corporation, following the consummation of the Business Combination. References to "Pinnacle" refer to Pinnacle Growth Acquisition Corp. prior to the consummation of the Business Combination and the Domestication. References to "Skybridge" or "SBF" refer to Skybridge Fintech Ltd. prior to the consummation of the Merger. Capitalized terms used but not otherwise defined in this Current Report on Form 8-K (this "Report") have the meanings ascribed to such terms in the BCA or the Proxy Statement/Prospectus, as applicable.
ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Registration Rights Agreement
At the Closing, Skybridge Fintech Holdings, Inc. (the "Combined Company") entered into the Registration Rights Agreement, dated as of July 21, 2025 (the "Registration Rights Agreement"), with the following parties:
(a) Ridgeway Capital Holdings LLC (the "Sponsor");
(b) Certain former stockholders of Skybridge, including Harborview Partners, Atlas Horizon Ventures Fund II, LP, Priya Chandrasekaran (Founder and Chief Executive Officer), Marcus Ellingham (Chief Financial Officer), Teresa Okafor (General Counsel), and Daniel Hsiao (Chief Technology Officer) (collectively, the "Skybridge Holders"); and
(c) The following investors who purchased shares of Combined Company common stock in the private placement consummated concurrently with the Closing (the "PIPE Investors"): Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC.
Pursuant to the Registration Rights Agreement, the Combined Company has agreed to file a resale registration statement on Form S-1 (or, if available, Form S-3) with the SEC registering the resale of all Registrable Securities (as defined therein) within thirty (30) days following the Closing and to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable thereafter. In addition, the Registration Rights Agreement provides the holders of Registrable Securities with customary demand registration rights, pursuant to which the holders may require the Combined Company to effect up to three (3) demand registrations, as well as piggyback registration rights, which allow such holders to include their Registrable Securities in certain registrations initiated by the Combined Company. The Registration Rights Agreement also includes customary indemnification and contribution provisions in favor of the holders and the Combined Company, as applicable, and grants the Combined Company a blackout right permitting the Combined Company to suspend the use of any resale prospectus for a period not to exceed five (5) business days in any single instance and not more than two (2) times in any twelve (12)-month period, in the event that the Combined Company's board of directors determines in good faith that such suspension is necessary to protect material non-public information or to avoid premature disclosure of a material corporate event.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
Lock-Up Agreement. Reference is hereby made to the Lock-Up Agreement, dated as of April 14, 2025, entered into in connection with the execution of the BCA (the "Lock-Up Agreement"), which became effective at the Closing. The Lock-Up Agreement imposes the following transfer restrictions:
(a) Skybridge Insiders. Certain former officers, directors, and significant stockholders of Skybridge who received shares of Combined Company common stock in the Merger are subject to a one hundred eighty (180)-day lock-up period commencing on the Closing Date with respect to all shares of Combined Company common stock received as merger consideration.
(b) Sponsor. Ridgeway Capital Holdings LLC is subject to a twelve (12)-month lock-up period commencing on the Closing Date with respect to all founder shares (i.e., the shares of Combined Company common stock received upon conversion of the Sponsor's Class B ordinary shares of Pinnacle in the Domestication, after giving effect to the Sponsor forfeiture described in Item 2.01 below). With respect to private placement warrants held by the Sponsor, the lock-up period is thirty (30) days following the Closing Date.
The Lock-Up Agreement provides for early release of the lock-up restrictions under the following circumstances:
(a) If, following the one hundred fiftieth (150th) day after the Closing Date, the volume-weighted average price ("VWAP") of the Combined Company's common stock exceeds $12.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period; or
(b) Upon the consummation of a Change of Control (as defined in the Lock-Up Agreement) of the Combined Company.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed as Exhibit 10.2 to this Report and is incorporated herein by reference.
Earnout Agreement. At the Closing, the Combined Company entered into the Earnout Agreement, dated as of July 21, 2025 (the "Earnout Agreement"), with Adriatic Health IT, as exchange agent (the "Exchange Agent"), and the former stockholders of Skybridge. Pursuant to the Earnout Agreement, the former Skybridge stockholders are entitled to receive up to an aggregate of 5,000,000 additional shares of Combined Company common stock (the "Earnout Shares"), issuable in two tranches upon the achievement of specified stock price milestones:
Tranche 1: 2,500,000 Earnout Shares will be issued to the former Skybridge stockholders (on a pro rata basis based on their respective ownership of Skybridge common stock immediately prior to the Merger) if the VWAP of the Combined Company's common stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the twenty-four (24)-month period commencing on the Closing Date.
Tranche 2: 2,500,000 Earnout Shares will be issued to the former Skybridge stockholders (on a pro rata basis) if the VWAP of the Combined Company's common stock equals or exceeds $15.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the thirty-six (36)-month period commencing on the Closing Date.
The Earnout Agreement contains customary anti-dilution and equitable adjustment provisions that provide for proportional adjustments to the number of Earnout Shares and the applicable VWAP thresholds in the event of stock splits, reverse stock splits, stock dividends, reclassifications, recapitalizations, or similar transactions affecting the outstanding shares of Combined Company common stock. In addition, the Earnout Agreement provides that upon the consummation of a Change of Control (as defined therein) of the Combined Company during the applicable earnout measurement period, all then-unvested Earnout Shares will be deemed earned and will be issued immediately prior to the consummation of such Change of Control, regardless of whether the applicable VWAP thresholds have been achieved at such time.
The foregoing description of the Earnout Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Earnout Agreement, a copy of which is filed as Exhibit 10.3 to this Report and is incorporated herein by reference.
ITEM 2.01 — COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Overview of the Business Combination
On July 21, 2025, the Business Combination contemplated by the BCA, dated as of April 14, 2025, was consummated. As a result of the Business Combination, Skybridge Fintech Ltd. became a direct, wholly owned subsidiary of Skybridge Fintech Holdings, Inc. (formerly known as Pinnacle Growth Acquisition Corp.), the shares of common stock of the Combined Company commenced trading on the Nasdaq Capital Market under the ticker symbol "SBFT," and the Combined Company ceased to be a shell company.
The Domestication. Immediately prior to the consummation of the Merger, the Domestication was completed. Pinnacle Growth Acquisition Corp. was re-domiciled from the Cayman Islands to the State of Delaware by filing a Certificate of Domestication under Section 388 of the DGCL with the Secretary of State of the State of Delaware, and by deregistering as a Cayman Islands exempted company. In connection with the Domestication, Pinnacle was renamed "Skybridge Fintech Holdings, Inc." and adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each effective as of the Domestication.
In connection with the Domestication:
(a) Each issued and outstanding Class A ordinary share, par value $0.0001 per share, of Pinnacle (Cayman Islands) was converted on a one-for-one basis into one share of common stock, par value $0.0001 per share, of Skybridge Fintech Holdings, Inc. (Delaware).
(b) Each issued and outstanding Class B ordinary share, par value $0.0001 per share, of Pinnacle (Cayman Islands) held by the Sponsor was converted on a one-for-one basis into one share of common stock, par value $0.0001 per share, of Skybridge Fintech Holdings, Inc. (Delaware), after giving effect to the Sponsor forfeiture described below.
(c) Each outstanding warrant to purchase Class A ordinary shares of Pinnacle (Cayman Islands) became exercisable for one share of common stock of Skybridge Fintech Holdings, Inc. (Delaware) on the same terms and conditions as were in effect immediately prior to the Domestication, including an exercise price of $11.50 per share and the same expiration date.
The Merger. Following the completion of the Domestication, Merger Sub merged with and into Skybridge Fintech Ltd., with Skybridge surviving the Merger as a direct, wholly owned subsidiary of Skybridge Fintech Holdings, Inc. The Merger was structured as a forward triangular merger under the DGCL.
At the effective time of the Merger (the "Effective Time"):
(a) Each outstanding share of common stock of Skybridge Fintech Ltd. (other than shares held in treasury or held by Pinnacle or Merger Sub, which were cancelled for no consideration) was converted into the right to receive shares of common stock of the Combined Company at a deemed value of $10.00 per share, resulting in the issuance of an aggregate of 45,000,000 shares of Combined Company common stock to the former Skybridge stockholders, reflecting an implied equity value of $450,000,000 for Skybridge.
(b) Each outstanding option to purchase shares of Skybridge common stock, whether vested or unvested, was assumed by the Combined Company and converted into an option to purchase shares of Combined Company common stock, with appropriate adjustments to the exercise price and the number of shares subject to each such option, based on the exchange ratio established in the BCA, such that the aggregate intrinsic value of the option immediately after the Merger was equal to the aggregate intrinsic value of the option immediately prior to the Merger.
(c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid, and non-assessable share of common stock of Skybridge Fintech Ltd. (as the surviving entity in the Merger).
Consideration and Deal Value
The material terms of the consideration payable in the Business Combination are summarized as follows:
• Implied enterprise value of Skybridge: $450,000,000
• Per-share merger consideration: $10.00
• Total shares issued to former Skybridge stockholders: 45,000,000 shares of Combined Company common stock
• Implied valuation multiples: Approximately 5.15× Skybridge's fiscal year 2024 revenue of $87.3 million and approximately 4.76× Skybridge's fiscal year 2024 annualized recurring revenue ("ARR") of $94.6 million
The foregoing equity consideration excludes (i) up to 5,000,000 Earnout Shares issuable upon the achievement of specified stock price milestones as described in Item 1.01 above, (ii) shares issuable upon exercise of assumed Skybridge stock options, and (iii) shares issuable upon exercise of the Combined Company's outstanding warrants.
PIPE Closing. Concurrently with the Closing, the PIPE Investors purchased an aggregate of 15,000,000 shares of Combined Company common stock at a price of $10.00 per share, for aggregate gross proceeds to the Combined Company of $150,000,000, pursuant to the respective subscription agreements (the "Subscription Agreements") entered into in connection with the execution of the BCA. The PIPE investment was allocated among the PIPE Investors as follows:
The shares of Combined Company common stock issued to the PIPE Investors were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, and will be registered for resale pursuant to the Registration Rights Agreement described in Item 1.01 above.
Backstop. Pursuant to the Non-Redemption/Backstop Agreement, dated as of April 14, 2025 (the "Backstop Agreement"), Velthryn Strategic Investments, LP ("Velthryn"), committed to purchase up to 5,000,000 shares of Combined Company common stock from stockholders who had elected to redeem their shares in connection with the Business Combination, at a price of $10.25 per share, for a maximum aggregate commitment of $51,250,000. At the Closing, Velthryn purchased [●] shares from redeeming stockholders at $10.25 per share, for an aggregate purchase price of $[●]. In consideration of its backstop commitment, Velthryn received incentive shares equal to 10% of the number of backstop shares actually purchased, or [●] incentive shares. Richard Tsai, Managing Director of Velthryn, oversaw the execution and funding of the backstop commitment.
The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which was previously filed as Exhibit 10.6 to the Current Report on Form 8-K filed on April 14, 2025, and is incorporated herein by reference.
Redemptions. In connection with the Extraordinary General Meeting of Pinnacle's shareholders held on July 18, 2025 (the "EGM"), at which the Business Combination and related proposals were approved, holders of [●] of the 30,000,000 issued and outstanding Class A ordinary shares of Pinnacle validly elected to exercise their redemption rights, representing approximately [●]% of the outstanding Class A ordinary shares. Each redeeming shareholder received a per-share redemption price of approximately $[●] (based on the aggregate trust balance of approximately $312,600,000 as of March 31, 2025, plus accrued interest through the date of redemption, divided by 30,000,000 shares, net of taxes payable on trust earnings and dissolution expenses allocable to the trust).
After giving effect to the redemptions and the backstop, [●] shares of Combined Company common stock that were formerly Class A ordinary shares of Pinnacle remained outstanding as part of the public float.
Sponsor Forfeiture. Pursuant to the Sponsor Support Agreement, dated as of April 14, 2025 (the "Sponsor Support Agreement"), Ridgeway Capital Holdings LLC (the "Sponsor") agreed to forfeit a portion of its 7,500,000 Class B ordinary shares of Pinnacle in connection with the Closing, as described below:
(a) At the Closing, the Sponsor forfeited 500,000 Class B ordinary shares of Pinnacle (prior to the conversion of such shares into shares of Combined Company common stock in the Domestication), for no consideration.
(b) In the event that redemptions exceeded 75% of the outstanding public shares (i.e., more than 22,500,000 of the 30,000,000 Class A ordinary shares were tendered for redemption), the Sponsor was required to forfeit an additional 500,000 Class B ordinary shares, resulting in a total forfeiture of 1,000,000 shares and the Sponsor retaining 6,500,000 shares of Combined Company common stock following the Domestication.
(c) In the event that redemptions did not exceed 75% of the outstanding public shares, the Sponsor retained 7,000,000 shares of Combined Company common stock following the Domestication (after the initial forfeiture of 500,000 shares).
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which was previously filed as Exhibit 10.4 to the Current Report on Form 8-K filed on April 14, 2025, and is incorporated herein by reference.
Trust Account Disbursement
In connection with the Closing, the funds held in Pinnacle's trust account at Glenridge National Bank, N.A. were released and applied as follows:
(i) Payment of $[●] to redeeming shareholders;
(ii) Payment of the outstanding balance of $18,500,000 under Skybridge's revolving credit facility with Velthorn Commerce Bank, N.A., pursuant to the Credit Agreement, dated as of March 22, 2023, by and among Skybridge, as borrower, certain subsidiaries of Skybridge, as guarantors, and Velthorn Commerce Bank, N.A., as administrative agent and lender (the "Velthorn Credit Agreement"), which credit facility had a total commitment of $25,000,000 and was repaid in full and terminated at the Closing;
(iii) Payment of estimated transaction expenses of approximately $42,000,000, including the deferred underwriting fee of $10,500,000 payable to Pemberton Zanthor & Co. in connection with Pinnacle's initial public offering, as well as legal, accounting, advisory, and other fees and expenses incurred in connection with the Business Combination; and
(iv) The remaining net trust proceeds were deposited into the Combined Company's general corporate accounts and are available for working capital and general corporate purposes.
Minimum Cash Condition Satisfied
The Minimum Cash Condition set forth in the BCA was satisfied at Closing. The BCA required that the Combined Company have "Available Cash" (as defined in the BCA) of at least $200,000,000 at the Closing. Available Cash is defined as the sum of (a) the aggregate amount of cash remaining in the trust account (net of amounts paid to redeeming shareholders), plus (b) the aggregate gross proceeds received from the PIPE investment, plus (c) the aggregate gross proceeds received from the backstop investment, minus (d) aggregate transaction expenses payable at or in connection with the Closing. Based on the amounts described above, the Available Cash at the Closing was $[●], which exceeded the $200,000,000 minimum threshold.
Shell Company Disclosure
Prior to the Business Combination, Pinnacle was a shell company (as defined in Rule 12b-2 under the Exchange Act) with no operations, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. As disclosed in Item 5.06 of this Report, as a result of the consummation of the Business Combination, the registrant ceased to be a shell company.
Pursuant to the requirements of Item 2.01(f) of Form 8-K, the information that would be required if the Combined Company were filing a general form for registration of securities on Form 10 is set forth below and in the exhibits to this Report. Certain of the required information is incorporated by reference from the Proxy Statement/Prospectus, which was declared effective by the SEC on June 16, 2025, and which contains detailed information regarding the business, financial condition, and results of operations of both Pinnacle and Skybridge.
Business Description of Skybridge Fintech Ltd.
Skybridge Fintech Ltd. is a cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform serving mid-market financial institutions, neobanks, and fintech companies. Founded in 2018 and incorporated in the State of Delaware on June 15, 2018, Skybridge's platform enables its clients to integrate multiple payment networks, streamline transaction processing, manage compliance workflows, and embed financial products within their own customer-facing applications. As of the date of this Report, Skybridge employs approximately 340 employees and maintains its corporate headquarters at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801, with a principal engineering office located at 450 Folsom Street, 7th Floor, San Francisco, California 94105.
For the fiscal year ended December 31, 2024, Skybridge reported total revenue of $87.3 million, annual recurring revenue ("ARR") of $94.6 million as of December 31, 2024, and adjusted EBITDA of $14.1 million. For the fiscal year ended December 31, 2023, Skybridge reported total revenue of $61.8 million and adjusted EBITDA of $6.2 million, representing year-over-year revenue growth of approximately 41.3%.
Additional information regarding Skybridge's business, competitive landscape, growth strategy, technology platform, customer base, intellectual property, regulatory environment, properties, and legal proceedings is set forth in the Proxy Statement/Prospectus and is incorporated herein by reference.
Risk Factors. The risk factors relating to the Combined Company, its business, the Business Combination, and the ownership of shares of Combined Company common stock are described in the Proxy Statement/Prospectus under the heading "Risk Factors" and are incorporated herein by reference. Investors and security holders are urged to read such risk factors carefully. The occurrence of any of the risks described therein could have a material adverse effect on the Combined Company's business, financial condition, and results of operations.
Description of Securities. A description of the Combined Company's securities, including its common stock, preferred stock, and warrants, is set forth in the Proxy Statement/Prospectus under the heading "Description of Securities of the Combined Company" and is incorporated herein by reference. The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Combined Company are filed as Exhibits 3.1 and 3.2 hereto, respectively.
Financial Statements. The audited consolidated financial statements of Skybridge Fintech Ltd. as of and for the fiscal years ended December 31, 2024 and December 31, 2023, audited by Graystone Thornton LLP, an independent registered public accounting firm (200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606; engagement partner: Helen Marchetti), and the unaudited interim consolidated financial statements of Skybridge for the quarterly period ended March 31, 2025, are filed as Exhibit 99.1 to this Report and are incorporated herein by reference. The audited financial statements of Pinnacle Growth Acquisition Corp. as of and for the period ended December 31, 2024, audited by Brindoval Tarvick LLP, an independent registered public accounting firm (engagement partner: Samuel Norris), were previously filed with the SEC as part of Pinnacle's Annual Report on Form 10-K and are incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information. Unaudited pro forma condensed combined financial information of the Combined Company, giving effect to the Business Combination, the Domestication, the PIPE investment, the backstop, the Sponsor forfeiture, and the repayment of the Velthorn Commerce Bank credit facility, is filed as Exhibit 99.2 to this Report and is incorporated herein by reference.
Pro Forma Capitalization — No-Redemption Scenario
The following table sets forth the pro forma capitalization of the Combined Company, assuming that no holders of Pinnacle's Class A ordinary shares exercised their redemption rights in connection with the Business Combination:
The table above excludes the following securities that were outstanding as of the Closing Date and that are exercisable for or convertible into shares of Combined Company common stock: (i) 8,000,000 private placement warrants held by the Sponsor, each exercisable for one share of common stock at an exercise price of $11.50 per share; (ii) 10,000,000 public warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share; and (iii) up to 5,000,000 Earnout Shares issuable upon the achievement of specified VWAP milestones as described in Item 1.01 above. The table also excludes shares issuable upon the exercise of assumed Skybridge stock options and shares reserved for issuance under the 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan.
Pro Forma Capitalization — Maximum Redemption Scenario (with Backstop)
The following table sets forth the pro forma capitalization of the Combined Company, assuming that 25,000,000 of the 30,000,000 outstanding Class A ordinary shares of Pinnacle (approximately 83.3%) were tendered for redemption, the Sponsor forfeiture of 1,000,000 shares was triggered, and Velthryn purchased the maximum 5,000,000 backstop shares:
The table above is subject to the same exclusions described in the no-redemption scenario table above. Actual redemption levels and backstop purchases will determine the final capitalization of the Combined Company. The actual pro forma capitalization of the Combined Company will be set forth in a subsequent amendment to this Report, if necessary, once the final redemption figures and backstop settlement amounts are confirmed.
ITEM 3.01 — NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
In connection with the Closing, on July 21, 2025, the Combined Company's shares of common stock and warrants commenced trading on the Nasdaq Capital Market under the new ticker symbols "SBFT" (common stock) and "SBFTW" (warrants), respectively. Pinnacle's Class A ordinary shares (formerly trading under the ticker symbol "PGAC"), units (formerly trading under the ticker symbol "PGACU"), and warrants (formerly trading under the ticker symbol "PGACW") ceased trading on the Nasdaq Capital Market prior to the open of trading on July 21, 2025. Each unit of Pinnacle that had not previously been separated into its component parts was automatically separated into one share of Combined Company common stock and one-half of one public warrant in connection with the Domestication and the Closing.
The Combined Company's listing application was submitted to The Nasdaq Stock Market LLC on May 5, 2025, and approval of the listing of the Combined Company's common stock and warrants on the Nasdaq Capital Market was received prior to the Closing Date.
ITEM 3.03 — MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
In connection with the Domestication, the rights of holders of the Combined Company's securities were materially modified as a result of the conversion of Pinnacle's Cayman Islands securities into securities of a Delaware corporation. As described in Item 2.01 above, each issued and outstanding Class A ordinary share of Pinnacle was converted on a one-for-one basis into one share of common stock of the Combined Company, and each issued and outstanding Class B ordinary share of Pinnacle (held by the Sponsor) was converted on a one-for-one basis into one share of common stock of the Combined Company (after giving effect to the Sponsor forfeiture). Accordingly, the dual-class share structure that existed under Pinnacle's Cayman Islands Memorandum and Articles of Association was eliminated. All shares of Combined Company common stock carry one vote per share.
Holders of Pinnacle's Cayman Islands ordinary shares now hold shares of common stock of a corporation organized under the laws of the State of Delaware. The rights, preferences, and privileges of such shares are governed by the DGCL and the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Skybridge Fintech Holdings, Inc. The following is a summary of the key changes in the rights of security holders as a result of the Domestication:
Elimination of Dual-Class Structure. Prior to the Domestication, Pinnacle had two classes of ordinary shares: Class A ordinary shares (held by public investors) and Class B ordinary shares (held by the Sponsor). Following the Domestication, the Combined Company has a single class of common stock. Each share of common stock is entitled to one vote on all matters submitted to a vote of stockholders.
Appraisal Rights. Under Cayman Islands law, shareholders of Pinnacle were entitled to fair value appraisal rights in certain circumstances as provided under the Cayman Islands Companies Act. Following the Domestication, stockholders of the Combined Company are entitled to appraisal rights under Section 262 of the DGCL in connection with certain mergers and consolidations, subject to the conditions and limitations set forth therein.
Classified Board of Directors. The Amended and Restated Certificate of Incorporation provides for a classified board of directors, divided into three classes, with each class serving staggered three-year terms. Approximately one-third of the board of directors will be elected at each annual meeting of stockholders.
Exclusive Forum Provisions. The Amended and Restated Certificate of Incorporation provides that, unless the Combined Company consents in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction, another state court located within the State of Delaware, or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any internal corporate claims, including any derivative action or proceeding brought on behalf of the Combined Company, any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Combined Company to the Combined Company or its stockholders, any action asserting a claim arising pursuant to any provision of the DGCL or the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws, or any action asserting a claim governed by the internal affairs doctrine; and (ii) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
A complete description of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, including the authorized capital stock of the Combined Company (consisting of [●] shares of common stock, par value $0.0001 per share, and [●] shares of preferred stock, par value $0.0001 per share), provisions regarding board size, director removal, the prohibition on stockholder action by written consent, advance notice requirements for stockholder proposals and director nominations, and supermajority amendment requirements for certain charter and bylaw provisions, is set forth in the Proxy Statement/Prospectus under the heading "Description of Securities of the Combined Company" and in the full text of such documents, which are filed as Exhibits 3.1 and 3.2 to this Report and are incorporated herein by reference.
ITEM 5.01 — CHANGES IN CONTROL OF REGISTRANT
As a result of the consummation of the Business Combination, a change of control of the registrant occurred. The former stockholders of Skybridge Fintech Ltd. collectively hold the largest block of shares of Combined Company common stock, consisting of 45,000,000 shares (representing approximately 46.4% of the outstanding shares of common stock, assuming no redemptions, or approximately 58.4% of the outstanding shares, in the maximum redemption scenario with the backstop).
The key pre-transaction stockholders of Skybridge and their approximate ownership interests in Skybridge (on a fully diluted basis) immediately prior to the Merger were as follows:
Following the Closing, the Sponsor (Ridgeway Capital Holdings LLC, which is controlled by Jonathan Mercer) holds 7,000,000 shares of Combined Company common stock (representing approximately 7.2% of the outstanding shares, assuming no redemptions) or 6,500,000 shares (representing approximately 8.4% of the outstanding shares, in the maximum redemption scenario). In addition, the Sponsor holds 8,000,000 private placement warrants exercisable for shares of Combined Company common stock at an exercise price of $11.50 per share.
The source of consideration used in effecting the change of control was the issuance of shares of Combined Company common stock to former Skybridge stockholders as merger consideration, the issuance of shares of Combined Company common stock to the PIPE Investors in exchange for aggregate cash proceeds of $150,000,000, and the release of funds held in Pinnacle's trust account at Glenridge National Bank, N.A. No cash consideration was paid to the former stockholders of Skybridge; the Merger was effected entirely through the issuance of equity securities.
The information set forth in the Introductory Note and in Items 2.01 and 5.02 of this Report is incorporated herein by reference.
ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS
Departing Directors and Officers
Effective as of the Closing on July 21, 2025, the following individuals ceased to serve as directors and/or officers of the registrant (formerly known as Pinnacle Growth Acquisition Corp.):
Each of the foregoing departures was in connection with the consummation of the Business Combination and not the result of any disagreement with the registrant on any matter relating to the registrant's operations, policies, or practices. Jonathan Mercer has been appointed to the board of directors of the Combined Company as a continuing director representing the Sponsor, as described below.
New Directors and Officers
Effective as of the Closing on July 21, 2025, the following individuals were appointed to serve as directors and/or officers of Skybridge Fintech Holdings, Inc.:
Priya Chandrasekaran — Chief Executive Officer and Chair of the Board of Directors
Ms. Chandrasekaran, age 41, is the Founder and Chief Executive Officer of Skybridge Fintech Ltd. and has served in such capacity since the company's founding in June 2018. Ms. Chandrasekaran was appointed as Chief Executive Officer and Chair of the Board of Directors of the Combined Company effective as of the Closing. Prior to founding Skybridge, Ms. Chandrasekaran served as Vice President of Product at Veridian Payment Systems, Inc. from 2014 to 2018, where she led the development of enterprise payment gateway solutions. From 2010 to 2014, Ms. Chandrasekaran held various product management roles at Ashgrove Commerce Bank, within the firm's Transaction Banking division. Ms. Chandrasekaran received a Bachelor of Science degree in Computer Science from the Massachusetts Institute of Technology and a Master of Business Administration from the Wharton School of the University of Pennsylvania. Additional biographical information regarding Ms. Chandrasekaran is set forth in the Proxy Statement/Prospectus and is incorporated herein by reference.
Marcus Ellingham — Chief Financial Officer
Mr. Ellingham, age 47, has served as the Chief Financial Officer of Skybridge Fintech Ltd. since January 2021 and was appointed as Chief Financial Officer of the Combined Company effective as of the Closing. Prior to joining Skybridge, Mr. Ellingham served as Vice President of Finance at Cascade Software Holdings, Inc. from 2016 to 2020 and as a Director in the Technology, Media, and Telecommunications investment banking group at Pemberton Zanthor & Co. from 2009 to 2016. Mr. Ellingham received a Bachelor of Arts degree in Economics from Duke University and a Master of Business Administration from Columbia Business School. Mr. Ellingham is a Certified Public Accountant (inactive). Additional biographical information regarding Mr. Ellingham is set forth in the Proxy Statement/Prospectus and is incorporated herein by reference.
Teresa Okafor — General Counsel and Secretary
Ms. Okafor, age 39, has served as General Counsel of Skybridge Fintech Ltd. since March 2020 and was appointed as General Counsel and Secretary of the Combined Company effective as of the Closing. Prior to joining Skybridge, Ms. Okafor was an associate at Drummond & Fenwick LLP in the firm's General Practice Group from 2012 to 2017, and subsequently served as Senior Corporate Counsel at Windbridge Capital Technologies, Inc. from 2017 to 2020. Ms. Okafor received a Bachelor of Arts degree in Political Science from Stanford University and a Juris Doctor from Yale Law School. Additional biographical information regarding Ms. Okafor is set forth in the Proxy Statement/Prospectus and is incorporated herein by reference.
Daniel Hsiao — Chief Technology Officer
Mr. Hsiao, age 44, is a co-founder of Skybridge Fintech Ltd. and has served as Chief Technology Officer since the company's founding in June 2018. Mr. Hsiao was appointed as Chief Technology Officer of the Combined Company effective as of the Closing. Prior to co-founding Skybridge, Mr. Hsiao served as a Senior Engineering Manager at Vireo Solutions from 2014 to 2018, where he led teams responsible for core payment processing infrastructure. From 2008 to 2014, Mr. Hsiao held engineering positions at Adriatic Technologies Mr. Hsiao received a Bachelor of Science degree in Electrical Engineering and Computer Science from the University of California, Berkeley and a Master of Science degree in Computer Science from Stanford University. Additional biographical information regarding Mr. Hsiao is set forth in the Proxy Statement/Prospectus and is incorporated herein by reference.
Jonathan Mercer — Director
Mr. Mercer, age 54, is the Managing Partner and founder of Ridgeway Capital Holdings LLC, the Sponsor of Pinnacle Growth Acquisition Corp. Mr. Mercer served as the Chief Executive Officer and Chairman of the Board of Directors of Pinnacle from its inception through the Closing and has been appointed to the board of directors of the Combined Company as a continuing director representing the Sponsor. Mr. Mercer has over 25 years of experience in investment banking, private equity, and special purpose acquisition companies. Additional biographical information regarding Mr. Mercer is set forth in the Proxy Statement/Prospectus and is incorporated herein by reference.
Additional Independent Directors. In connection with the Closing and in order to satisfy the independence requirements of the Nasdaq Capital Market listing standards and applicable SEC rules, the Combined Company expects to appoint at least [●] additional independent directors to the board of directors within [●] days of the Closing. The names and biographical information of such independent directors will be disclosed in an amendment to this Report or in a subsequent Current Report on Form 8-K.
Compensation Arrangements. In connection with the Closing, the stockholders of Pinnacle approved the following equity compensation plans at the EGM held on July 18, 2025:
2025 Equity Incentive Plan. The Skybridge Fintech Holdings, Inc. 2025 Equity Incentive Plan (the "2025 Plan") provides for the grant of stock options (including incentive stock options and nonstatutory stock options), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other stock-based awards to employees, directors, and consultants of the Combined Company and its subsidiaries. A description of the material terms of the 2025 Plan is set forth in the Proxy Statement/Prospectus under the heading "Proposal No. [●] — Approval of the 2025 Equity Incentive Plan" and is incorporated herein by reference. A copy of the 2025 Plan is filed as Exhibit 10.7 to this Report.
2025 Employee Stock Purchase Plan. The Skybridge Fintech Holdings, Inc. 2025 Employee Stock Purchase Plan (the "2025 ESPP") is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, and provides eligible employees of the Combined Company and its designated subsidiaries with the opportunity to purchase shares of Combined Company common stock at a discount through payroll deductions. A description of the material terms of the 2025 ESPP is set forth in the Proxy Statement/Prospectus under the heading "Proposal No. [●] — Approval of the 2025 Employee Stock Purchase Plan" and is incorporated herein by reference. A copy of the 2025 ESPP is filed as Exhibit 10.8 to this Report.
The executive compensation arrangements for Priya Chandrasekaran, Marcus Ellingham, Teresa Okafor, and Daniel Hsiao, including their respective base salaries, target bonus opportunities, equity award grants, and severance and change-of-control protections, are described in the Proxy Statement/Prospectus under the heading "Executive Compensation of Skybridge" and are incorporated herein by reference. A form of the Combined Company's standard indemnification agreement for directors and officers is filed as Exhibit 10.9 to this Report.
ITEM 5.03 — AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
In connection with the Domestication, on July 21, 2025, the registrant filed the following documents with the Secretary of State of the State of Delaware:
(i) A Certificate of Corporate Domestication under Section 388 of the DGCL, effecting the domestication of Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company, as a corporation formed under the laws of the State of Delaware; and
(ii) The Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. (the "Charter"), which became effective upon filing.
Simultaneously with the effectiveness of the Charter, the Amended and Restated Bylaws of Skybridge Fintech Holdings, Inc. (the "Bylaws") were adopted by the board of directors of the Combined Company.
The material provisions of the Charter are summarized as follows:
Authorized Capital Stock. The Combined Company is authorized to issue [●] shares of common stock, par value $0.0001 per share, and [●] shares of preferred stock, par value $0.0001 per share. The preferred stock may be issued from time to time in one or more series, with the board of directors having the authority to fix the designations, preferences, powers, and rights of each such series without further stockholder approval ("blank check" preferred stock).
Classified Board of Directors. The board of directors is divided into three classes, designated Class I, Class II, and Class III, with each class consisting of approximately one-third of the total number of directors. Directors in each class serve staggered three-year terms, with the term of one class expiring at each annual meeting of stockholders. The initial terms of the Class I, Class II, and Class III directors expire at the Combined Company's annual meetings of stockholders in 2026, 2027, and 2028, respectively.
No Cumulative Voting. Stockholders of the Combined Company are not entitled to cumulate their votes in the election of directors.
Action by Written Consent of Stockholders. The Charter prohibits action by written consent of stockholders in lieu of a meeting. Any action required or permitted to be taken by the stockholders of the Combined Company must be effected at a duly called annual or special meeting of stockholders.
Exclusive Forum. As described in Item 3.03 above, the Charter designates the Court of Chancery of the State of Delaware as the exclusive forum for certain internal corporate disputes and the federal district courts of the United States as the exclusive forum for claims arising under the Securities Act of 1933, as amended.
Supermajority Amendment Requirements. The affirmative vote of holders of at least 66⅔% of the voting power of all then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class, is required to amend, alter, or repeal certain provisions of the Charter, including the provisions relating to the classified board of directors, the prohibition on stockholder action by written consent, the exclusive forum provisions, and the supermajority amendment requirements themselves.
The material provisions of the Bylaws are summarized as follows:
Advance Notice Provisions. The Bylaws establish advance notice procedures for stockholders seeking to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual or special meeting of stockholders. Such advance notice provisions require, among other things, that stockholders provide timely written notice to the Combined Company's Secretary containing specified information regarding the proposed business or nominee, as applicable.
Board Authority to Set Board Size. The total number of directors constituting the entire board of directors is fixed exclusively by resolution adopted by a majority of the board of directors then in office from time to time.
Indemnification and Advancement of Expenses. The Bylaws provide for indemnification and advancement of expenses for officers and directors of the Combined Company to the fullest extent permitted under the DGCL. The Combined Company has also entered into separate indemnification agreements with each of its directors and executive officers, a form of which is filed as Exhibit 10.9 to this Report.
Officer Appointment Procedures. The officers of the Combined Company are appointed by the board of directors and serve at the pleasure of the board of directors. The board of directors may designate such additional officers as it deems appropriate.
Fiscal Year. The Combined Company's fiscal year ends on December 31. There is no change in the registrant's fiscal year in connection with the Business Combination.
The Charter, the Bylaws, and the Certificate of Domestication are filed as Exhibits 3.1, 3.2, and 3.3, respectively, to this Report and are incorporated herein by reference. The foregoing descriptions of the Charter and the Bylaws are qualified in their entirety by reference to the full text of such documents.
ITEM 5.06 — CHANGE IN SHELL COMPANY STATUS
As a result of the consummation of the Business Combination described in this Report, the registrant, which was previously a shell company (as defined in Rule 12b-2 under the Exchange Act), ceased to be a shell company as of July 21, 2025. The information required by Item 5.06(a) of Form 8-K regarding the transaction that caused the registrant to cease being a shell company is contained in Item 2.01 of this Report and is incorporated herein by reference.
The information required to be disclosed pursuant to Item 2.01(f) of Form 8-K, including the information that would be required if the registrant were filing a general form for registration of securities on Form 10, is set forth in Item 2.01 of this Report, the other Items of this Report, and the exhibits hereto, and in certain cases is incorporated by reference from the Proxy Statement/Prospectus, as indicated herein.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The following financial statements of Skybridge Fintech Ltd. are filed as part of Exhibit 99.1 to this Report:
(i) Audited Consolidated Financial Statements of Skybridge Fintech Ltd. as of and for the fiscal years ended December 31, 2024 and December 31, 2023, including the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss), consolidated statements of stockholders' equity, consolidated statements of cash flows, and notes thereto.
• For the fiscal year ended December 31, 2024: Total revenue of $87,300,000; adjusted EBITDA of $14,100,000; and annualized recurring revenue ("ARR") of $94,600,000 as of December 31, 2024.
• For the fiscal year ended December 31, 2023: Total revenue of $61,800,000; adjusted EBITDA of $6,200,000.
The audited consolidated financial statements of Skybridge were audited by Graystone Thornton LLP (200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606), an independent registered public accounting firm, with Helen Marchetti serving as the engagement partner.
(ii) Unaudited Interim Consolidated Financial Statements of Skybridge Fintech Ltd. for the quarterly period ended March 31, 2025 (and the comparative period ended March 31, 2024), including the condensed consolidated balance sheet, condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of stockholders' equity, condensed consolidated statements of cash flows, and notes thereto.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of Skybridge Fintech Holdings, Inc. is filed as part of Exhibit 99.2 to this Report. The pro forma financial information gives effect to the Business Combination, the Domestication, the PIPE investment, the backstop, the Sponsor forfeiture, and the repayment of the outstanding balance under the Velthorn Commerce Bank revolving credit facility, as if such transactions had been consummated on the dates set forth below:
(i) Unaudited pro forma condensed combined balance sheet as of March 31, 2025 (giving effect to the transactions as if they had been consummated on March 31, 2025);
(ii) Unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2024 (giving effect to the transactions as if they had been consummated on January 1, 2024);
(iii) Unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2025 (giving effect to the transactions as if they had been consummated on January 1, 2024); and
(iv) Notes to the unaudited pro forma condensed combined financial information.
The notes to the unaudited pro forma condensed combined financial information include the following transaction accounting adjustments, among others:
• Issuance of 45,000,000 shares of Combined Company common stock as merger consideration to the former Skybridge stockholders at a deemed value of $10.00 per share, reflecting aggregate merger consideration of $450,000,000;
• Treatment of up to 5,000,000 Earnout Shares as contingent consideration, measured at fair value as of the Closing Date;
• Repayment of the $18,500,000 outstanding balance under the Velthorn Commerce Bank revolving credit facility and termination of such facility;
• Payment of estimated transaction expenses of approximately $42,000,000, including the deferred underwriting fee of $10,500,000 payable to Pemberton Zanthor & Co.;
• Recognition of PIPE proceeds of $150,000,000 from the issuance of 15,000,000 shares of Combined Company common stock at $10.00 per share;
• Backstop adjustments reflecting the purchase of shares by Velthryn Strategic Investments, LP and the issuance of incentive shares;
• Sponsor forfeiture adjustments reflecting the cancellation of forfeited shares; and
• Pro forma basic and diluted earnings per share calculations.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved had the Business Combination been consummated on the dates indicated, nor is it necessarily indicative of future operating results or financial position.
(c) Shell Company Exhibits
The following shell company exhibit is filed as part of Exhibit 99.3 to this Report:
Exhibit 99.3 — Management's Discussion and Analysis of Financial Condition and Results of Operations of Skybridge Fintech Ltd. (incorporated by reference from the Proxy Statement/Prospectus).
(d) Exhibits.
† Certain schedules and exhibits to the Business Combination Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.