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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4/A

(Amendment No. 1)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pinnacle Growth Acquisition Corp. (Exact name of registrant as specified in its charter)

590 Madison Avenue, 28th Floor New York, New York 10022 (212) 555-0147 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Jonathan Mercer Chief Executive Officer and Chairman Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, New York 10022 (212) 555-0147 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

SEC File No.: 333-294817 CIK: 0001948372

Filed pursuant to the Securities Act of 1933, as amended

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon the completion of the business combination described herein.

This Amendment No. 1 amends and restates in its entirety the Registration Statement on Form S-4 (File No. 333-294817) initially filed with the Securities and Exchange Commission on April 28, 2025.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

(1) Previously paid with the initial filing of this Registration Statement on April 28, 2025. No additional registration fee is due in connection with this Amendment No. 1. The registration fee was calculated in accordance with Rule 457(f) under the Securities Act of 1933, as amended, based on the maximum aggregate offering price set forth above, and was offset in part by fees previously paid in connection with the registrant's initial public offering. The shares of Class A common stock of the combined company registered hereby include shares to be issued in connection with the domestication (conversion of Cayman Islands ordinary shares into shares of Class A common stock of the Delaware corporation) and the merger contemplated by the Business Combination Agreement described herein.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 2, 2025

PRELIMINARY PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT/PROSPECTUS

FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PINNACLE GROWTH ACQUISITION CORP.

TO BE HELD ON JULY 18, 2025

AND

PROSPECTUS FOR UP TO 83,000,000 SHARES OF CLASS A COMMON STOCK OF SKYBRIDGE FINTECH HOLDINGS, INC. (F/K/A PINNACLE GROWTH ACQUISITION CORP.)

To the Shareholders of Pinnacle Growth Acquisition Corp.:

You are cordially invited to attend the Extraordinary General Meeting (the "EGM" or the "Meeting") of shareholders of Pinnacle Growth Acquisition Corp. ("Pinnacle," "PGAC," "we," "us," or "our"), a Cayman Islands exempted company, which will be held at 10:00 a.m., Eastern Time, on July 18, 2025, at the offices of Ashland Burke & Thayer LLP, 800 Third Avenue, 30th Floor, New York, New York 10022.

THE BUSINESS COMBINATION. As previously announced, on April 14, 2025, Pinnacle entered into a Business Combination Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement" or the "BCA") with Pinnacle Merger Sub Inc., a newly formed Delaware corporation and wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation ("Skybridge"). Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein:

• Immediately prior to the Effective Time (as defined in the BCA), Pinnacle will effect a domestication from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware (the "Domestication") 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 (the "Cayman Islands Companies Act"). In connection with the Domestication, Pinnacle will change its name to "Skybridge Fintech Holdings, Inc." (the "Combined Company").

• Immediately following the Domestication, Merger Sub will merge with and into Skybridge (the "Merger"), with Skybridge surviving the Merger as a wholly owned subsidiary of the Combined Company. The Merger will be structured as a forward triangular merger under the DGCL.

The business combination described above, together with the other transactions contemplated by the Business Combination Agreement and the ancillary agreements entered into in connection therewith, are collectively referred to herein as the "Business Combination" or the "Transactions."

IMPLIED ENTERPRISE VALUE AND MERGER CONSIDERATION. The Business Combination values Skybridge at an implied enterprise value of $450,000,000. At the closing of the Business Combination (the "Closing"), stockholders of Skybridge will receive an aggregate of 45,000,000 shares of Class A common stock, par value $0.0001 per share, of the Combined Company (the "Combined Company Common Stock"), valued at $10.00 per share (such shares, the "Merger Consideration Shares"). In addition, former Skybridge stockholders will be entitled to receive up to 5,000,000 additional shares of Combined Company Common Stock (the "Earnout Shares") upon the achievement of certain stock price thresholds following the Closing, as follows:

• Tranche 1: 2,500,000 Earnout Shares will be issued if the volume-weighted average price ("VWAP") of the Combined Company Common Stock 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.

• Tranche 2: 2,500,000 Earnout Shares will be issued if the VWAP of the Combined Company Common Stock 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.

COMBINED COMPANY LISTING. Following the Closing, shares of Combined Company Common Stock are expected to be listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "SBFT."

PIPE INVESTMENT. Concurrently with the execution of the Business Combination Agreement, and in connection with the Transactions, certain institutional investors (the "PIPE Investors") entered into Subscription Agreements (collectively, the "Subscription Agreements") pursuant to which they have committed to purchase an aggregate of 15,000,000 shares of Combined Company Common Stock at a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000 (the "PIPE Investment"). The PIPE Investors and their respective commitment amounts are as follows:

BACKSTOP ARRANGEMENT. In addition, Velthryn Strategic Investments, LP ("Velthryn") has entered into a Forward Purchase Agreement (the "Backstop Agreement") pursuant to which Velthryn has committed to purchase up to 5,000,000 shares from redeeming shareholders of Pinnacle at a price of $10.25 per share, for a maximum aggregate commitment of $51,250,000 (the "Backstop Commitment"). As consideration for providing the Backstop Commitment, Velthryn will receive additional shares of Combined Company Common Stock equal to 10% of the number of backstop shares actually purchased (the "Backstop Incentive Shares").

PROPOSALS TO BE VOTED UPON. At the EGM, shareholders of Pinnacle will be asked to consider and vote upon the following proposals:

1. The Business Combination Proposal (Proposal 1) — To approve the Business Combination Agreement and the transactions contemplated thereby, including the Merger.

2. The Domestication Proposal (Proposal 2) — To approve the Domestication of Pinnacle from the Cayman Islands to the State of Delaware.

3. The Charter Proposal (Proposal 3) — To approve the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.

4. The Governance Proposals (Proposal 4) — To approve certain governance provisions in the Amended and Restated Certificate of Incorporation of the Combined Company, presented as separate sub-proposals as required.

5. The Nasdaq Listing Proposal (Proposal 5) — To approve the issuance of shares of Combined Company Common Stock in connection with the Business Combination for purposes of compliance with Nasdaq Listing Rules.

6. The Incentive Plan Proposal (Proposal 6) — To approve the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc.

7. The ESPP Proposal (Proposal 7) — To approve the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc.

8. The Adjournment Proposal (Proposal 8) — To approve the adjournment of the EGM, if necessary, to solicit additional proxies if there are not sufficient votes to approve one or more of the foregoing proposals or if the Pinnacle board of directors determines that adjournment is necessary or appropriate.

RECORD DATE. The record date for the EGM is [●], 2025 (the "Record Date"). Only holders of record of Pinnacle's Class A ordinary shares and Class B ordinary shares as of the close of business on the Record Date are entitled to notice of, and to vote at, the EGM or any adjournment or postponement thereof.

REDEMPTION RIGHTS. Holders of Pinnacle's Class A ordinary shares ("Public Shareholders") may elect to redeem all or a portion of their Class A ordinary shares for a pro rata portion of the aggregate amount then on deposit in the trust account established in connection with Pinnacle's initial public offering (the "Trust Account"), including any interest earned thereon (net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination. Based on the Trust Account balance of approximately $312,600,000 as of March 31, 2025, and assuming 30,000,000 Class A ordinary shares then outstanding and eligible for redemption, the estimated per-share redemption price would be approximately $10.42 per share. Public Shareholders who wish to exercise their redemption rights must tender their shares to Continental Registrars, Inc. (the "Transfer Agent"), at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, no later than two business days prior to the date of the EGM. The Trust Account is held at Glenridge National Bank, N.A. (the "Trust Custodian"), at 60 Wall Street, New York, New York 10005.

RECOMMENDATION OF THE PINNACLE BOARD OF DIRECTORS. The board of directors of Pinnacle (the "Board") has unanimously determined that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of Pinnacle and its shareholders and unanimously recommends that shareholders vote "FOR" each of the proposals described above and more fully set forth in the accompanying proxy statement/prospectus.

SPONSOR SUPPORT. In connection with the execution of the Business Combination Agreement, Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"), entered into a Sponsor Support Agreement (the "Sponsor Support Agreement"), pursuant to which the Sponsor agreed to vote all of its 7,500,000 Class B ordinary shares (the "Founder Shares") in favor of each of the proposals at the EGM. The Sponsor's Founder Shares represent approximately 20% of the total outstanding ordinary shares of Pinnacle as of the Record Date.

IMPORTANT NOTICE. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in connection with the Business Combination or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [●], 2025, and is first being mailed to Pinnacle's shareholders on or about [●], 2025.

The Business Combination and the other transactions described in this proxy statement/prospectus involve a number of risks. See the section titled "Risk Factors" beginning on page [●] of this proxy statement/prospectus for a discussion of factors you should carefully consider before voting on the proposals.

Counsel to Pinnacle: Ashland Burke & Thayer LLP 800 Third Avenue, 30th Floor New York, New York 10022

Counsel to Skybridge: Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document constitutes both a proxy statement of Pinnacle Growth Acquisition Corp. and a prospectus of Skybridge Fintech Holdings, Inc. (f/k/a Pinnacle Growth Acquisition Corp.) and is referred to herein as this "proxy statement/prospectus."

Dual-Purpose Document. This proxy statement/prospectus is being furnished to holders of Pinnacle's Class A ordinary shares and Class B ordinary shares as a proxy statement in connection with the solicitation of proxies by the Pinnacle Board for use at the Extraordinary General Meeting described herein. At the same time, this proxy statement/prospectus serves as a prospectus of the Combined Company with respect to the shares of Class A common stock, par value $0.0001 per share, of the Combined Company to be issued in connection with the Domestication, the Merger, and the PIPE Investment. This document has been filed with the U.S. Securities and Exchange Commission (the "SEC") as part of a Registration Statement on Form S-4 (as amended, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act").

Revised Disclosure. This Amendment No. 1 to the Registration Statement on Form S-4 amends and restates in its entirety the Registration Statement initially filed with the SEC on April 28, 2025. The revisions contained herein are responsive, in part, to comments received from the staff (the "Staff") of the SEC's Division of Corporation Finance in a comment letter dated May 19, 2025. In addition, this Amendment No. 1 updates certain information contained in the initial filing, including financial data, the status of the Nasdaq listing application, and the description of the backstop arrangement. A summary of the key areas of enhanced disclosure responsive to the SEC Staff's comments is provided under the heading "Key Revisions in Amendment No. 1" at the end of this proxy statement/prospectus.

Forward-Looking Statements. This proxy statement/prospectus contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to the safe harbor provisions created by those sections. All statements other than statements of historical fact contained in this proxy statement/prospectus are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding: (i) the expected timing and structure of the Business Combination; (ii) the expected benefits and costs of the Business Combination; (iii) the expected future financial performance and prospects of Skybridge and the Combined Company; (iv) changes in the markets in which Skybridge operates; (v) the ability to obtain or maintain the listing of the Combined Company's securities on Nasdaq; (vi) the possibility that Pinnacle's shareholders may not approve one or more of the proposals described herein; (vii) the possibility that the conditions to the closing of the Business Combination may not be satisfied; (viii) changes in applicable laws or regulations; (ix) the possibility that Pinnacle, Skybridge, or the Combined Company may be adversely affected by other economic, business, or competitive factors; and (x) other risks and uncertainties set forth in the section titled "Risk Factors."

Forward-looking statements are generally identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "possible," "potential," "predict," "project," "seek," "should," "will," "would," and similar expressions, and variations or negatives of these words. These forward-looking statements are based on the current expectations, estimates, projections, beliefs, and assumptions of the management of Pinnacle and Skybridge, as applicable, and are not guarantees of future performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the risks set forth under the heading "Risk Factors" and elsewhere in this proxy statement/prospectus. There may be additional risks that neither Pinnacle nor Skybridge presently knows or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

The forward-looking statements in this proxy statement/prospectus represent our views as of the date of this proxy statement/prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this proxy statement/prospectus.

Industry and Market Data. Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Skybridge's industry and the markets in which it operates is based on information from various third-party sources (including industry publications, surveys, and forecasts), on assumptions made by Skybridge based on such data and other similar sources, and on Skybridge's knowledge of the markets for its products and services. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. Although Skybridge believes the market position, market opportunity, market size, and other information included in this proxy statement/prospectus is generally reliable, such information is inherently imprecise.

Defined Terms and Conventions. Unless the context otherwise requires, references in this proxy statement/prospectus to "Pinnacle," "PGAC," "we," "us," and "our" refer to Pinnacle Growth Acquisition Corp. prior to the consummation of the Business Combination and to Skybridge Fintech Holdings, Inc. after the consummation of the Business Combination. References to "Skybridge" refer to Skybridge Fintech Ltd. References to the "Combined Company" refer to Skybridge Fintech Holdings, Inc. (f/k/a Pinnacle Growth Acquisition Corp.) following the consummation of the Business Combination. References to the "Sponsor" refer to Ridgeway Capital Holdings LLC. References to the "Board" refer to the board of directors of Pinnacle. All dollar amounts are in U.S. dollars unless otherwise specified. Share amounts have not been adjusted for fractional shares, if any, except where otherwise noted.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the Business Combination, the EGM, and the proposals to be voted upon at the EGM. The following questions and answers do not include all of the information that is important to Pinnacle's shareholders. Pinnacle's shareholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

General Questions

Q: What is being proposed?

A: Pinnacle's shareholders are being asked to consider and vote upon eight proposals at the EGM. The principal proposal is the Business Combination Proposal, which seeks shareholder approval of the Business Combination Agreement, dated April 14, 2025, among Pinnacle, Merger Sub, and Skybridge, and the transactions contemplated thereby. In connection with the Business Combination, shareholders are also being asked to approve the Domestication of Pinnacle from the Cayman Islands to Delaware, the adoption of the Amended and Restated Certificate of Incorporation of the Combined Company, certain governance provisions, the issuance of shares for Nasdaq compliance purposes, the adoption of the 2025 Equity Incentive Plan, the adoption of the 2025 Employee Stock Purchase Plan, and the adjournment of the EGM if necessary. Each of these proposals is described in detail in this proxy statement/prospectus.

Q: Why is Pinnacle proposing the Business Combination?

A: Pinnacle was incorporated as a Cayman Islands exempted company and formed as a blank-check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Pinnacle's initial public offering was completed on October 17, 2023, and Pinnacle has been evaluating potential business combination targets since that time. After extensive evaluation and due diligence, the Pinnacle Board determined that a combination with Skybridge represents an attractive opportunity to create a publicly listed fintech company with strong growth prospects, a scalable recurring revenue model, and a large addressable market. The Board believes the Business Combination will create significant value for Pinnacle's shareholders and recommends that shareholders vote "FOR" the Business Combination Proposal and each of the other proposals at the EGM.

Q: What is Skybridge Fintech Ltd.?

A: Skybridge Fintech Ltd. is a Delaware corporation, founded on June 15, 2018, and headquartered at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801. Skybridge operates a cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform that serves mid-market financial institutions and neobanks. Skybridge has approximately 340 employees across its Wilmington, Delaware headquarters and its engineering office located at 450 Folsom Street, 7th Floor, San Francisco, California 94105.

For the fiscal year ended December 31, 2024, Skybridge reported revenue of approximately $87.3 million, annualized recurring revenue ("ARR") of approximately $94.6 million, and adjusted EBITDA of approximately $14.1 million. For the fiscal year ended December 31, 2023, Skybridge reported revenue of approximately $61.8 million, representing year-over-year revenue growth of approximately 41.2%. Additional information about Skybridge and its business, financial condition, and results of operations is provided under the heading "Information About Skybridge Fintech Ltd." in this proxy statement/prospectus.

Q: What will the combined company be called?

A: Following the consummation of the Business Combination, the Combined Company will be named "Skybridge Fintech Holdings, Inc." and its shares of Class A common stock are expected to trade on Nasdaq under the ticker symbol "SBFT."

Q: What consideration will Skybridge shareholders receive?

A: At the Closing, each outstanding share of Skybridge common stock will be converted into the right to receive shares of Combined Company Common Stock based on a per-share value of $10.00 per share, with Skybridge stockholders receiving an aggregate of 45,000,000 shares of Combined Company Common Stock. In addition, former Skybridge stockholders will be entitled to receive up to 5,000,000 Earnout Shares upon the achievement of certain VWAP-based stock price thresholds during the 24-month and 36-month periods following the Closing, as described elsewhere in this proxy statement/prospectus.

Voting Questions

Q: Who can vote at the EGM?

A: Only holders of record of Pinnacle's Class A ordinary shares and Class B ordinary shares as of the close of business on the Record Date, [●], 2025, are entitled to vote at the EGM. As of the Record Date, there were 30,000,000 Class A ordinary shares and 7,500,000 Class B ordinary shares outstanding, for a total of 37,500,000 shares entitled to vote. Each share is entitled to one vote on each matter to be voted upon at the EGM. The Class A ordinary shares and Class B ordinary shares will vote together as a single class on all proposals.

Q: What vote is required?

A: Each of the proposals requires the approval of an ordinary resolution under the Cayman Islands Companies Act, which requires the affirmative vote of holders of a simple majority of the ordinary shares present in person or represented by proxy and actually voting at the EGM.

Q: How does the Sponsor intend to vote?

A: Pursuant to the Sponsor Support Agreement dated April 14, 2025, Ridgeway Capital Holdings LLC, the Sponsor, has agreed to vote all of its 7,500,000 Class B ordinary shares (representing approximately 20% of the total outstanding ordinary shares as of the Record Date) in favor of each of the proposals at the EGM.

Q: Have Skybridge shareholders agreed to support the transaction?

A: Yes. In connection with the execution of the Business Combination Agreement, certain stockholders of Skybridge, including Harborview Partners (holding approximately 38.2% of Skybridge's outstanding shares on a fully diluted basis), Atlas Horizon Ventures Fund II, LP (holding approximately 22.7%), and Priya Chandrasekaran, the founder and Chief Executive Officer of Skybridge, entered into the Company Stockholder Support Agreement (the "Company Stockholder Support Agreement"), pursuant to which they agreed, among other things, to vote their shares of Skybridge common stock in favor of the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby and not to transfer their Skybridge shares prior to the Closing.

Redemption Questions

Q: What are my redemption rights?

A: If you are a holder of Pinnacle's Class A ordinary shares, you have the right to redeem all or a portion of your Class A ordinary shares for cash at a per-share price equal to the aggregate amount then on deposit in the Trust Account (including any interest earned thereon, net of taxes payable) divided by the number of then-outstanding Class A ordinary shares, calculated as of two business days prior to the consummation of the Business Combination. To exercise your redemption rights, you must tender your shares to Continental Registrars, Inc. (the Transfer Agent), at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, no later than two business days prior to the date of the EGM. Holders of Class B ordinary shares (i.e., the Sponsor's Founder Shares) do not have redemption rights.

Q: What is the per-share redemption price?

A: Based on the Trust Account balance of approximately $312,600,000 as of March 31, 2025, and assuming 30,000,000 Class A ordinary shares then outstanding and eligible for redemption, the estimated per-share redemption price is approximately $10.42 per share. The actual per-share redemption price will be calculated as of two business days prior to the consummation of the Business Combination and may be higher or lower than this estimate.

Q: What is the deadline for exercising redemption rights?

A: If you wish to exercise your redemption rights, you must tender your Class A ordinary shares to the Transfer Agent no later than two business days prior to the date of the EGM (i.e., no later than 5:00 p.m. Eastern Time on [●], 2025). If you hold your shares in "street name" through a broker, bank, or other nominee, you must instruct your nominee to tender your shares on your behalf. You may withdraw your election to redeem by written notice to the Transfer Agent at any time prior to the deadline.

Q: What happens if too many shares are redeemed?

A: The Business Combination Agreement includes 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 aggregate amount of cash available to the Combined Company from (i) the Trust Account (after giving effect to all redemptions), plus (ii) the proceeds of the PIPE Investment, plus (iii) the proceeds of the Backstop Commitment, minus (iv) estimated transaction expenses. If excessive redemptions were to cause the minimum cash condition not to be satisfied, the parties could elect to terminate the Business Combination Agreement, subject to the availability of the backstop and other remedies.

The Backstop Agreement with Velthryn Strategic Investments, LP is designed to mitigate redemption risk. Under the Backstop Agreement, Velthryn has committed to purchase up to 5,000,000 shares from redeeming shareholders at $10.25 per share, for a maximum aggregate commitment of $51,250,000. The following scenarios illustrate the minimum cash condition analysis:

• No-Redemption Scenario: Available Cash = $312.6M (Trust) + $150.0M (PIPE) − $42.0M (estimated transaction expenses) = $420.6M. The minimum cash condition is satisfied by a significant margin.

• Maximum-Redemption Scenario (with Backstop): Assuming 25,000,000 of 30,000,000 shares (approximately 83.3%) are tendered for redemption at approximately $10.42 per share, approximately $260.5M would be disbursed from the Trust Account. Velthryn would purchase up to 5,000,000 shares at $10.25 per share ($51.25M). Available Cash = $312.6M − $260.5M + $51.25M + $150.0M − $42.0M = approximately $211.35M. The minimum cash condition ($200.0M) is satisfied in this scenario.

Even in the maximum-redemption scenario described above, the minimum cash condition would be satisfied, although the margin above the minimum would be significantly reduced, and the post-closing public float would be substantially smaller.

Closing Questions

Q: When do you expect the Business Combination to close?

A: The Closing is currently projected to occur on or about July 21, 2025, approximately three business days after the date of the EGM, assuming all closing conditions have been satisfied or waived. However, the actual Closing may occur at a later date depending upon the satisfaction of closing conditions, including the effectiveness of the Registration Statement and Nasdaq listing approval.

Q: What happens if the Business Combination is not completed by the outside date?

A: The Business Combination Agreement provides for an outside date of October 14, 2025 (the "Outside Date"). If the Business Combination has not been consummated on or before the Outside Date, either Pinnacle or Skybridge may terminate the Business Combination Agreement, unless the failure to consummate the Business Combination by such date is due to the breach of the BCA by the terminating party. The Outside Date may be extended to January 14, 2026 (the "Extended Outside Date") if the sole condition preventing the Closing as of the Outside Date is a regulatory or SEC-related condition (including the effectiveness of the Registration Statement).

Q: What conditions must be satisfied before the Business Combination can close?

A: The Closing is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of a number of conditions, including:

• The Registration Statement on Form S-4 shall have been declared effective by the SEC and no stop order suspending the effectiveness thereof shall be in effect;

• Pinnacle's shareholders shall have approved Proposal 1 (Business Combination), Proposal 2 (Domestication), Proposal 3 (Charter), and Proposal 5 (Nasdaq Listing);

• No material adverse effect shall have occurred with respect to either Pinnacle or Skybridge since the date of the BCA;

• No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, order, injunction, or other legal impediment that is in effect and that prevents, prohibits, or makes illegal the consummation of the Business Combination;

• Nasdaq shall have approved the listing of the Combined Company Common Stock under the ticker symbol "SBFT";

• The minimum cash condition ($200,000,000 of Available Cash) shall have been satisfied;

• The representations and warranties of each party shall be true and correct (subject to applicable materiality and material adverse effect qualifiers);

• Each party shall have complied with its covenants and obligations under the BCA in all material respects; and

• Each party shall have delivered the officer's certificates, opinions, and other closing deliverables required by the BCA.

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the annexes and the other documents to which this proxy statement/prospectus refers, before voting on the proposals presented at the EGM. See also the section titled "Where You Can Find More Information" for additional documents available to you.

The Parties

Pinnacle Growth Acquisition Corp.

Pinnacle Growth Acquisition Corp. is a Cayman Islands exempted company formed as a blank-check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Pinnacle completed its initial public offering ("IPO") on October 17, 2023, raising gross proceeds of $300,000,000 through the issuance of 30,000,000 Class A ordinary shares at a price of $10.00 per share. Pinnacle's Class A ordinary shares, units, and public warrants are listed on Nasdaq under the symbols "PGAC," "PGACU," and "PGACW," respectively.

In connection with the IPO, a total of $300,000,000 was deposited in the Trust Account at Glenridge National Bank, N.A. (the Trust Custodian), located at 60 Wall Street, New York, New York 10005. As of March 31, 2025, the Trust Account balance was approximately $312,600,000, including approximately $12,600,000 of interest earned on the trust funds. Funds in the Trust Account are invested in U.S. government securities or money market funds invested solely in U.S. government securities.

Pinnacle maintains its principal executive office at 590 Madison Avenue, 28th Floor, New York, New York 10022, and its registered office in the Cayman Islands is c/o Harborstone Corporate Services Ltd., 4th Floor, Windward House, George Town, Grand Cayman KY1-1104, Cayman Islands.

Pinnacle's officers and directors are:

Pinnacle's employer identification number is 88-3654921.

Pinnacle Merger Sub Inc.

Pinnacle Merger Sub Inc. is a Delaware corporation and a newly formed, direct, wholly owned subsidiary of Pinnacle. Merger Sub was formed solely for the purpose of effecting the Merger and has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. Merger Sub has no material assets, liabilities, or operations.

Skybridge Fintech Ltd.

Skybridge Fintech Ltd. is a Delaware corporation incorporated on June 15, 2018. Skybridge operates a cloud-based payment orchestration and embedded-finance SaaS platform that serves mid-market financial institutions, neobanks, and other fintech-enabled enterprises. Skybridge's platform enables its customers to manage, route, and optimize payment flows across multiple payment processors, acquiring banks, and payment methods through a unified application programming interface ("API") layer, while also providing embedded-finance capabilities, compliance and risk management tools, and advanced analytics.

Skybridge is headquartered at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801, and maintains a software engineering office at 450 Folsom Street, 7th Floor, San Francisco, California 94105. As of the date of this proxy statement/prospectus, Skybridge employs approximately 340 people.

For the fiscal year ended December 31, 2024, Skybridge reported revenue of approximately $87.3 million, ARR of approximately $94.6 million, and adjusted EBITDA of approximately $14.1 million. For the fiscal year ended December 31, 2023, Skybridge reported revenue of approximately $61.8 million and adjusted EBITDA of approximately $6.2 million, representing year-over-year revenue growth of approximately 41.2%.

Skybridge's employer identification number is 83-2471560. Additional information about Skybridge is provided under the heading "Information About Skybridge Fintech Ltd." in this proxy statement/prospectus.

Skybridge's key stockholders and their approximate ownership percentages (on a fully diluted basis) are as follows:

Skybridge's officers are:

Ridgeway Capital Holdings LLC (the Sponsor)

Ridgeway Capital Holdings LLC is a Delaware limited liability company whose managing member is Jonathan Mercer, Pinnacle's Chief Executive Officer and Chairman. The Sponsor holds 7,500,000 Class B ordinary shares of Pinnacle (the "Founder Shares"), which were purchased prior to the IPO for an aggregate purchase price of $25,000. In connection with the IPO, the Sponsor also purchased 8,000,000 private placement warrants (the "Private Placement Warrants") at a price of $1.50 per warrant, for an aggregate purchase price of $12,000,000. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share of Pinnacle at an exercise price of $11.50 per share.

Pursuant to the Business Combination Agreement, the Sponsor has agreed to forfeit 500,000 Founder Shares at the Closing. If redemptions exceed 75% of the Class A ordinary shares outstanding, the Sponsor has agreed to forfeit an additional 500,000 Founder Shares. Accordingly, following the Closing, the Sponsor will hold between 6,500,000 and 7,000,000 shares of Combined Company Common Stock (excluding shares issuable upon exercise of the Private Placement Warrants), depending on the level of redemptions.

The Sponsor's employer identification number is 87-1093847.

The Business Combination

The Business Combination is structured as a forward triangular merger under the DGCL. Immediately prior to the Effective Time of the Merger, Pinnacle will effect the Domestication, re-domiciling from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware pursuant to Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act, and will be renamed "Skybridge Fintech Holdings, Inc." Immediately following the Domestication, Merger Sub will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the Combined Company.

At the Effective Time of the Merger:

• Each outstanding share of Skybridge common stock will be cancelled and converted into the right to receive shares of Combined Company Common Stock, in each case based on a per-share value of $10.00 per share, resulting in the issuance of an aggregate of 45,000,000 shares to former Skybridge stockholders.

• Each outstanding option to purchase shares of Skybridge common stock that is not exercised prior to the Closing will be converted into an option to purchase shares of Combined Company Common Stock, adjusted based on an exchange ratio calculated pursuant to the terms of the BCA.

• Each outstanding Skybridge restricted stock unit or other equity award will be converted into a corresponding award with respect to Combined Company Common Stock on an exchange ratio basis.

The Business Combination values Skybridge at an implied enterprise value of approximately $450,000,000. Based on Skybridge's fiscal year 2024 financial results, this implies an enterprise value-to-revenue multiple of approximately 5.15× (based on revenue of $87.3 million) and an enterprise value-to-ARR multiple of approximately 4.76× (based on ARR of $94.6 million).

The PIPE Investment

Concurrently with the execution of the Business Combination Agreement, certain institutional investors entered into Subscription Agreements pursuant to which they committed to purchase an aggregate of 15,000,000 shares of Combined Company Common Stock at $10.00 per share, for aggregate gross proceeds of $150,000,000. The PIPE Investment will close substantially simultaneously with the Closing of the Business Combination. The PIPE Investors and their respective commitments are described in the section titled "Certain Relationships and Related Party Transactions — PIPE Subscription Agreements."

The Backstop Arrangement

Velthryn Strategic Investments, LP, managed by Richard Tsai, has committed to purchase up to 5,000,000 shares from redeeming shareholders at $10.25 per share, for a maximum aggregate commitment of $51,250,000. As incentive, Velthryn will receive additional shares of Combined Company Common Stock equal to 10% of the number of backstop shares actually purchased. For example, if Velthryn purchases 5,000,000 backstop shares, it will receive 500,000 incentive shares. The Backstop Agreement is described in greater detail under the heading "Certain Relationships and Related Party Transactions — Backstop Agreement."

Earnout

Former Skybridge stockholders will be entitled to receive up to 5,000,000 additional Earnout Shares, in two equal tranches, based on the trading performance of the Combined Company Common Stock following the Closing:

• Tranche 1: 2,500,000 Earnout Shares will be issued if the VWAP of the Combined Company Common Stock 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.

The Earnout Shares will be allocated among the former Skybridge stockholders pro rata based on their respective holdings immediately prior to the Closing, pursuant to the terms of the Earnout Agreement, the form of which is attached to this proxy statement/prospectus as Annex F.

Pro Forma Ownership (No-Redemption Scenario)

The following table sets forth the estimated pro forma ownership of the Combined Company immediately following the Closing, assuming no redemptions by Pinnacle's Public Shareholders:

The table above excludes (i) 18,000,000 shares issuable upon exercise of warrants (10,000,000 public warrants and 8,000,000 Private Placement Warrants, each exercisable at $11.50 per share), (ii) up to 5,000,000 Earnout Shares issuable upon the achievement of the Earnout milestones, and (iii) shares reserved for issuance under the 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan. The Sponsor is shown as holding 7,000,000 shares, reflecting the forfeiture of 500,000 Founder Shares at Closing.

Pro Forma Ownership (Maximum-Redemption Scenario, with Backstop)

The following table sets forth the estimated pro forma ownership of the Combined Company immediately following the Closing, assuming maximum redemptions of approximately 25,000,000 of the 30,000,000 Class A ordinary shares (approximately 83.3%), with the Backstop Commitment fully utilized:

In the maximum-redemption scenario, the Sponsor is shown as holding 6,500,000 shares, reflecting the forfeiture of 500,000 Founder Shares at Closing and an additional 500,000 Founder Shares forfeited due to redemptions exceeding 75% of the Class A ordinary shares outstanding.

Key Dates and Timeline

Summary of Key Agreement Terms

The following is a summary of certain key terms of the Business Combination Agreement. This summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. Shareholders are encouraged to read the Business Combination Agreement in its entirety.

Indemnification. The Business Combination Agreement provides for customary post-closing indemnification obligations. The indemnification obligations are subject to a cap of $45,000,000 (10% of the implied deal value) and a deductible basket of $4,500,000 (1% of the implied deal value). The indemnification obligations are 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 and a retention of $4,500,000. The estimated premium for the R&W Policy is approximately $1,800,000. There is no escrow arrangement.

Survival. Fundamental representations and warranties survive indefinitely. General representations and warranties survive for 18 months following the Closing. Tax representations and warranties survive for the applicable statute of limitations plus 60 days. Covenants survive in accordance with their respective terms.

Material Adverse Effect. The Business Combination Agreement contains a customary definition of "Material Adverse Effect" (as set forth in Article I of the BCA), subject to standard carveouts for (i) general economic or industry conditions, (ii) changes in applicable law, (iii) pandemics (including COVID-19), (iv) acts of war or terrorism, and (v) the failure to meet projections or forecasts (provided that the underlying causes of such failure are not excluded from the definition of Material Adverse Effect).

No-Shop; Fiduciary Out. The Business Combination Agreement contains a customary no-shop covenant applicable to Skybridge, prohibiting Skybridge from soliciting, initiating, or knowingly facilitating competing proposals from the date of the BCA until the earlier of the Closing or the termination of the BCA. The no-shop is subject to a fiduciary out that permits the Skybridge board of directors to respond to a Superior Proposal (as defined in the BCA), provided that Pinnacle has been afforded a five-business-day match right.

Termination Fee. If the Business Combination Agreement is terminated by Pinnacle due to the Skybridge board's exercise of its fiduciary out in response to a Superior Proposal, Skybridge is required to pay Pinnacle a termination fee of $13,500,000 (3% of the implied deal value).

Minimum Cash Condition. The Closing is subject to a minimum cash condition requiring that the Combined Company have at least $200,000,000 of Available Cash at the Closing. See "Questions and Answers About the Proposals" above for a detailed analysis of the minimum cash condition under various redemption scenarios.

RISK FACTORS

An investment in the securities of the Combined Company, and the approval of the Business Combination and the other proposals described in this proxy statement/prospectus, involve a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this proxy statement/prospectus, including the financial statements and related notes included herein, before making a decision regarding the proposals. If any of the following risks actually occur, the business, financial condition, and results of operations of the Combined Company could be materially and adversely affected. In that case, the trading price of the Combined Company's securities could decline, and you could lose all or a part of your investment. The risks described below are not the only risks that the Combined Company may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, or results of operations.

Risks Related to the Business Combination

The Business Combination may not be consummated by the Outside Date or at all, which could result in significant costs and uncertainty for both Pinnacle and Skybridge. The consummation of the Business Combination is subject to a number of conditions, including the effectiveness of this Registration Statement, the approval of Pinnacle's shareholders, the absence of a material adverse effect, and the receipt of Nasdaq listing approval for the Combined Company Common Stock. There can be no assurance that all of the conditions to the Closing will be satisfied or waived on a timely basis or at all. If the Business Combination is not consummated by the Outside Date (October 14, 2025, as may be extended to January 14, 2026), either party may terminate the Business Combination Agreement. In such event, Pinnacle would need to either find an alternative business combination target or return the funds held in the Trust Account to its Public Shareholders in accordance with Pinnacle's Memorandum and Articles of Association.

High redemption levels may significantly reduce the cash available to the Combined Company following the Closing and may result in substantial dilution to non-redeeming shareholders. Public Shareholders have the right to redeem their Class A ordinary shares for a pro rata portion of the Trust Account. If a significant number of shares are redeemed, the amount of cash available to the Combined Company following the Closing will be correspondingly reduced, which may limit the Combined Company's ability to fund its business plan, invest in growth opportunities, and satisfy its obligations. In addition, high redemptions would result in the former Skybridge stockholders holding a larger percentage of the Combined Company's outstanding shares, which would dilute the ownership interests of non-redeeming shareholders.

The minimum cash condition may not be satisfied despite the Backstop Commitment. The Business Combination Agreement requires that the Combined Company have at least $200,000,000 of Available Cash at the Closing. While the Backstop Commitment from Velthryn is designed to mitigate redemption risk, there can be no assurance that Velthryn will fulfill its commitment, particularly if market conditions deteriorate or if Velthryn is unable to obtain the necessary financing. In addition, if redemptions substantially exceed the backstop capacity, the minimum cash condition may not be satisfied even with the backstop, which could result in the termination of the Business Combination Agreement. The Backstop Commitment is also subject to certain conditions, including the absence of a material adverse effect, which may not be satisfied.

The PIPE Investors' obligations are subject to conditions and may not close. The obligations of the PIPE Investors to purchase shares at the Closing are subject to customary conditions, including the effectiveness of this Registration Statement, the accuracy of the Combined Company's representations and warranties in the Subscription Agreements, and the consummation of the Business Combination substantially on the terms described herein. If one or more of the PIPE Investors fails to fund its commitment, the Available Cash at Closing could be reduced, which could adversely affect the satisfaction of the minimum cash condition and the Combined Company's financial position.

The Backstop Investor's commitment is subject to conditions that may not be satisfied. Velthryn's commitment to purchase shares from redeeming shareholders is subject to conditions, including customary closing conditions and the absence of certain adverse events. There can be no assurance that these conditions will be satisfied or that Velthryn will perform its obligations under the Backstop Agreement.

A material adverse effect may occur at Skybridge prior to the Closing. The period between the signing of the Business Combination Agreement and the expected Closing may extend for several months, during which time adverse developments affecting Skybridge's business, financial condition, or results of operations could occur. The Business Combination Agreement provides that it may be terminated if a material adverse effect occurs with respect to either party, and such termination could prevent the consummation of the Business Combination.

The SEC review and comment process may delay the effectiveness of this Registration Statement and the Closing timeline. The SEC Staff may issue additional comment letters with respect to this Registration Statement, and the resolution of such comments may take additional time. Any such delay could push the Closing beyond the projected date and potentially beyond the Outside Date.

Nasdaq may not approve the listing application for the Combined Company Common Stock. The listing of the Combined Company Common Stock on Nasdaq under the ticker symbol "SBFT" is a condition to the Closing. While the Nasdaq listing application was submitted on May 5, 2025, and is currently under review, there can be no assurance that Nasdaq will approve the listing. If Nasdaq does not approve the listing, the Business Combination may not be consummated.

The Sponsor and Skybridge insiders have interests in the Business Combination that may differ from, or be in addition to, the interests of Pinnacle's Public Shareholders. The Sponsor holds 7,500,000 Founder Shares that were acquired for nominal consideration and 8,000,000 Private Placement Warrants that were purchased for $12,000,000 in the aggregate. The Founder Shares have no redemption rights and would become worthless if Pinnacle does not consummate a business combination. As a result, the Sponsor has economic incentives to complete a business combination, even if it may not be in the best interests of Pinnacle's Public Shareholders. Similarly, certain officers and directors of Pinnacle may receive board seats or other compensation from the Combined Company following the Closing. In addition, the management team of Skybridge is expected to continue in their respective roles following the Closing and will receive shares of Combined Company Common Stock subject to lock-up restrictions. These interests should be considered when evaluating the Board's recommendation with respect to the proposals described herein.

Risks Related to Redemptions

The per-share redemption value may be less than the trading price of PGAC shares at the time you exercise your redemption rights. The per-share redemption price is based on the aggregate amount in the Trust Account (net of taxes payable and interest thereon) divided by the number of Class A ordinary shares outstanding and eligible for redemption. Depending on market conditions at the time you exercise your redemption rights, the trading price of PGAC's Class A ordinary shares on Nasdaq may be higher or lower than the per-share redemption price. If you redeem your shares at a time when the trading price exceeds the per-share redemption price, you may receive less value than if you had sold your shares on the open market.

If a significant number of shareholders redeem their shares, the post-closing public float may be limited. If a substantial majority of Public Shareholders exercise their redemption rights, the Combined Company's public float immediately following the Closing could be significantly reduced. A smaller public float could result in reduced liquidity and greater volatility of the Combined Company Common Stock, which could adversely affect the trading price and the ability of shareholders to sell their shares.

Redemptions may adversely impact the satisfaction of the minimum cash condition. As described above, the minimum cash condition requires at least $200,000,000 of Available Cash at Closing. While the Backstop Commitment from Velthryn and the PIPE commitments are expected to provide a buffer against high redemption levels, extreme redemption scenarios could result in the minimum cash condition not being satisfied, potentially leading to the termination of the Business Combination Agreement.

Risks Related to Skybridge's Business

Skybridge operates in a competitive and rapidly evolving fintech market. The payment orchestration and embedded-finance markets are highly competitive and subject to rapid technological change. Skybridge competes with a wide range of companies, including established payment processors, financial technology companies, and new market entrants. Many of these competitors have greater financial, technical, marketing, and other resources than Skybridge. There can be no assurance that Skybridge will be able to maintain or grow its market share in the face of intensifying competition.

Skybridge is dependent on a limited number of key customers in the mid-market financial institution and neobank sectors. A significant portion of Skybridge's revenue is derived from a relatively small number of customers. The loss of one or more of these customers, or a significant reduction in the volume of transactions processed by these customers through Skybridge's platform, could have a material adverse effect on Skybridge's revenue and financial results. In addition, customer concentration risk is heightened by the fact that many of Skybridge's customers operate in the mid-market financial institution and neobank sectors, which are themselves subject to significant competitive, regulatory, and macroeconomic risks.

Skybridge faces revenue concentration and customer churn risks. Skybridge's subscription-based SaaS business model relies on the renewal and expansion of existing customer contracts. Customer churn, failure to upsell existing customers, or a decline in net revenue retention could adversely affect Skybridge's revenue growth and financial results. While Skybridge's ARR of $94.6 million exceeded its reported revenue of $87.3 million for fiscal year 2024, reflectin

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4/A
(Amendment No. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pinnacle Growth Acquisition Corp. (Exact name of registrant as specified in its charter)
590 Madison Avenue, 28th Floor New York, New York 10022 (212) 555-0147 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Jonathan Mercer Chief Executive Officer and Chairman Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, New York 10022 (212) 555-0147 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
SEC File No.: 333-294817 CIK: 0001948372
Filed pursuant to the Securities Act of 1933, as amended
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon the completion of the business combination described herein.
This Amendment No. 1 amends and restates in its entirety the Registration Statement on Form S-4 (File No. 333-294817) initially filed with the Securities and Exchange Commission on April 28, 2025.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
(1) Previously paid with the initial filing of this Registration Statement on April 28, 2025. No additional registration fee is due in connection with this Amendment No. 1. The registration fee was calculated in accordance with Rule 457(f) under the Securities Act of 1933, as amended, based on the maximum aggregate offering price set forth above, and was offset in part by fees previously paid in connection with the registrant's initial public offering. The shares of Class A common stock of the combined company registered hereby include shares to be issued in connection with the domestication (conversion of Cayman Islands ordinary shares into shares of Class A common stock of the Delaware corporation) and the merger contemplated by the Business Combination Agreement described herein.
The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 2, 2025
PRELIMINARY PROXY STATEMENT/PROSPECTUS
PROXY STATEMENT/PROSPECTUS
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PINNACLE GROWTH ACQUISITION CORP.
TO BE HELD ON JULY 18, 2025
AND
PROSPECTUS FOR UP TO 83,000,000 SHARES OF CLASS A COMMON STOCK OF SKYBRIDGE FINTECH HOLDINGS, INC. (F/K/A PINNACLE GROWTH ACQUISITION CORP.)
To the Shareholders of Pinnacle Growth Acquisition Corp.:
You are cordially invited to attend the Extraordinary General Meeting (the "EGM" or the "Meeting") of shareholders of Pinnacle Growth Acquisition Corp. ("Pinnacle," "PGAC," "we," "us," or "our"), a Cayman Islands exempted company, which will be held at 10:00 a.m., Eastern Time, on July 18, 2025, at the offices of Ashland Burke & Thayer LLP, 800 Third Avenue, 30th Floor, New York, New York 10022.
THE BUSINESS COMBINATION. As previously announced, on April 14, 2025, Pinnacle entered into a Business Combination Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement" or the "BCA") with Pinnacle Merger Sub Inc., a newly formed Delaware corporation and wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation ("Skybridge"). Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein:
• Immediately prior to the Effective Time (as defined in the BCA), Pinnacle will effect a domestication from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware (the "Domestication") 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 (the "Cayman Islands Companies Act"). In connection with the Domestication, Pinnacle will change its name to "Skybridge Fintech Holdings, Inc." (the "Combined Company").
• Immediately following the Domestication, Merger Sub will merge with and into Skybridge (the "Merger"), with Skybridge surviving the Merger as a wholly owned subsidiary of the Combined Company. The Merger will be structured as a forward triangular merger under the DGCL.
The business combination described above, together with the other transactions contemplated by the Business Combination Agreement and the ancillary agreements entered into in connection therewith, are collectively referred to herein as the "Business Combination" or the "Transactions."
IMPLIED ENTERPRISE VALUE AND MERGER CONSIDERATION. The Business Combination values Skybridge at an implied enterprise value of $450,000,000. At the closing of the Business Combination (the "Closing"), stockholders of Skybridge will receive an aggregate of 45,000,000 shares of Class A common stock, par value $0.0001 per share, of the Combined Company (the "Combined Company Common Stock"), valued at $10.00 per share (such shares, the "Merger Consideration Shares"). In addition, former Skybridge stockholders will be entitled to receive up to 5,000,000 additional shares of Combined Company Common Stock (the "Earnout Shares") upon the achievement of certain stock price thresholds following the Closing, as follows:
• Tranche 1: 2,500,000 Earnout Shares will be issued if the volume-weighted average price ("VWAP") of the Combined Company Common Stock 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.
• Tranche 2: 2,500,000 Earnout Shares will be issued if the VWAP of the Combined Company Common Stock 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.
COMBINED COMPANY LISTING. Following the Closing, shares of Combined Company Common Stock are expected to be listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "SBFT."
PIPE INVESTMENT. Concurrently with the execution of the Business Combination Agreement, and in connection with the Transactions, certain institutional investors (the "PIPE Investors") entered into Subscription Agreements (collectively, the "Subscription Agreements") pursuant to which they have committed to purchase an aggregate of 15,000,000 shares of Combined Company Common Stock at a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000 (the "PIPE Investment"). The PIPE Investors and their respective commitment amounts are as follows:
BACKSTOP ARRANGEMENT. In addition, Velthryn Strategic Investments, LP ("Velthryn") has entered into a Forward Purchase Agreement (the "Backstop Agreement") pursuant to which Velthryn has committed to purchase up to 5,000,000 shares from redeeming shareholders of Pinnacle at a price of $10.25 per share, for a maximum aggregate commitment of $51,250,000 (the "Backstop Commitment"). As consideration for providing the Backstop Commitment, Velthryn will receive additional shares of Combined Company Common Stock equal to 10% of the number of backstop shares actually purchased (the "Backstop Incentive Shares").
PROPOSALS TO BE VOTED UPON. At the EGM, shareholders of Pinnacle will be asked to consider and vote upon the following proposals:
1. The Business Combination Proposal (Proposal 1) — To approve the Business Combination Agreement and the transactions contemplated thereby, including the Merger.
2. The Domestication Proposal (Proposal 2) — To approve the Domestication of Pinnacle from the Cayman Islands to the State of Delaware.
3. The Charter Proposal (Proposal 3) — To approve the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.
4. The Governance Proposals (Proposal 4) — To approve certain governance provisions in the Amended and Restated Certificate of Incorporation of the Combined Company, presented as separate sub-proposals as required.
5. The Nasdaq Listing Proposal (Proposal 5) — To approve the issuance of shares of Combined Company Common Stock in connection with the Business Combination for purposes of compliance with Nasdaq Listing Rules.
6. The Incentive Plan Proposal (Proposal 6) — To approve the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc.
7. The ESPP Proposal (Proposal 7) — To approve the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc.
8. The Adjournment Proposal (Proposal 8) — To approve the adjournment of the EGM, if necessary, to solicit additional proxies if there are not sufficient votes to approve one or more of the foregoing proposals or if the Pinnacle board of directors determines that adjournment is necessary or appropriate.
RECORD DATE. The record date for the EGM is [●], 2025 (the "Record Date"). Only holders of record of Pinnacle's Class A ordinary shares and Class B ordinary shares as of the close of business on the Record Date are entitled to notice of, and to vote at, the EGM or any adjournment or postponement thereof.
REDEMPTION RIGHTS. Holders of Pinnacle's Class A ordinary shares ("Public Shareholders") may elect to redeem all or a portion of their Class A ordinary shares for a pro rata portion of the aggregate amount then on deposit in the trust account established in connection with Pinnacle's initial public offering (the "Trust Account"), including any interest earned thereon (net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination. Based on the Trust Account balance of approximately $312,600,000 as of March 31, 2025, and assuming 30,000,000 Class A ordinary shares then outstanding and eligible for redemption, the estimated per-share redemption price would be approximately $10.42 per share. Public Shareholders who wish to exercise their redemption rights must tender their shares to Continental Registrars, Inc. (the "Transfer Agent"), at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, no later than two business days prior to the date of the EGM. The Trust Account is held at Glenridge National Bank, N.A. (the "Trust Custodian"), at 60 Wall Street, New York, New York 10005.
RECOMMENDATION OF THE PINNACLE BOARD OF DIRECTORS. The board of directors of Pinnacle (the "Board") has unanimously determined that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of Pinnacle and its shareholders and unanimously recommends that shareholders vote "FOR" each of the proposals described above and more fully set forth in the accompanying proxy statement/prospectus.
SPONSOR SUPPORT. In connection with the execution of the Business Combination Agreement, Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"), entered into a Sponsor Support Agreement (the "Sponsor Support Agreement"), pursuant to which the Sponsor agreed to vote all of its 7,500,000 Class B ordinary shares (the "Founder Shares") in favor of each of the proposals at the EGM. The Sponsor's Founder Shares represent approximately 20% of the total outstanding ordinary shares of Pinnacle as of the Record Date.
IMPORTANT NOTICE. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in connection with the Business Combination or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated [●], 2025, and is first being mailed to Pinnacle's shareholders on or about [●], 2025.
The Business Combination and the other transactions described in this proxy statement/prospectus involve a number of risks. See the section titled "Risk Factors" beginning on page [●] of this proxy statement/prospectus for a discussion of factors you should carefully consider before voting on the proposals.
Counsel to Pinnacle: Ashland Burke & Thayer LLP 800 Third Avenue, 30th Floor New York, New York 10022
Counsel to Skybridge: Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document constitutes both a proxy statement of Pinnacle Growth Acquisition Corp. and a prospectus of Skybridge Fintech Holdings, Inc. (f/k/a Pinnacle Growth Acquisition Corp.) and is referred to herein as this "proxy statement/prospectus."
Dual-Purpose Document. This proxy statement/prospectus is being furnished to holders of Pinnacle's Class A ordinary shares and Class B ordinary shares as a proxy statement in connection with the solicitation of proxies by the Pinnacle Board for use at the Extraordinary General Meeting described herein. At the same time, this proxy statement/prospectus serves as a prospectus of the Combined Company with respect to the shares of Class A common stock, par value $0.0001 per share, of the Combined Company to be issued in connection with the Domestication, the Merger, and the PIPE Investment. This document has been filed with the U.S. Securities and Exchange Commission (the "SEC") as part of a Registration Statement on Form S-4 (as amended, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act").
Revised Disclosure. This Amendment No. 1 to the Registration Statement on Form S-4 amends and restates in its entirety the Registration Statement initially filed with the SEC on April 28, 2025. The revisions contained herein are responsive, in part, to comments received from the staff (the "Staff") of the SEC's Division of Corporation Finance in a comment letter dated May 19, 2025. In addition, this Amendment No. 1 updates certain information contained in the initial filing, including financial data, the status of the Nasdaq listing application, and the description of the backstop arrangement. A summary of the key areas of enhanced disclosure responsive to the SEC Staff's comments is provided under the heading "Key Revisions in Amendment No. 1" at the end of this proxy statement/prospectus.
Forward-Looking Statements. This proxy statement/prospectus contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to the safe harbor provisions created by those sections. All statements other than statements of historical fact contained in this proxy statement/prospectus are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding: (i) the expected timing and structure of the Business Combination; (ii) the expected benefits and costs of the Business Combination; (iii) the expected future financial performance and prospects of Skybridge and the Combined Company; (iv) changes in the markets in which Skybridge operates; (v) the ability to obtain or maintain the listing of the Combined Company's securities on Nasdaq; (vi) the possibility that Pinnacle's shareholders may not approve one or more of the proposals described herein; (vii) the possibility that the conditions to the closing of the Business Combination may not be satisfied; (viii) changes in applicable laws or regulations; (ix) the possibility that Pinnacle, Skybridge, or the Combined Company may be adversely affected by other economic, business, or competitive factors; and (x) other risks and uncertainties set forth in the section titled "Risk Factors."
Forward-looking statements are generally identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "possible," "potential," "predict," "project," "seek," "should," "will," "would," and similar expressions, and variations or negatives of these words. These forward-looking statements are based on the current expectations, estimates, projections, beliefs, and assumptions of the management of Pinnacle and Skybridge, as applicable, and are not guarantees of future performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the risks set forth under the heading "Risk Factors" and elsewhere in this proxy statement/prospectus. There may be additional risks that neither Pinnacle nor Skybridge presently knows or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.
The forward-looking statements in this proxy statement/prospectus represent our views as of the date of this proxy statement/prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this proxy statement/prospectus.
Industry and Market Data. Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Skybridge's industry and the markets in which it operates is based on information from various third-party sources (including industry publications, surveys, and forecasts), on assumptions made by Skybridge based on such data and other similar sources, and on Skybridge's knowledge of the markets for its products and services. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. Although Skybridge believes the market position, market opportunity, market size, and other information included in this proxy statement/prospectus is generally reliable, such information is inherently imprecise.
Defined Terms and Conventions. Unless the context otherwise requires, references in this proxy statement/prospectus to "Pinnacle," "PGAC," "we," "us," and "our" refer to Pinnacle Growth Acquisition Corp. prior to the consummation of the Business Combination and to Skybridge Fintech Holdings, Inc. after the consummation of the Business Combination. References to "Skybridge" refer to Skybridge Fintech Ltd. References to the "Combined Company" refer to Skybridge Fintech Holdings, Inc. (f/k/a Pinnacle Growth Acquisition Corp.) following the consummation of the Business Combination. References to the "Sponsor" refer to Ridgeway Capital Holdings LLC. References to the "Board" refer to the board of directors of Pinnacle. All dollar amounts are in U.S. dollars unless otherwise specified. Share amounts have not been adjusted for fractional shares, if any, except where otherwise noted.
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following questions and answers briefly address some commonly asked questions about the Business Combination, the EGM, and the proposals to be voted upon at the EGM. The following questions and answers do not include all of the information that is important to Pinnacle's shareholders. Pinnacle's shareholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.
General Questions
Q: What is being proposed?
A: Pinnacle's shareholders are being asked to consider and vote upon eight proposals at the EGM. The principal proposal is the Business Combination Proposal, which seeks shareholder approval of the Business Combination Agreement, dated April 14, 2025, among Pinnacle, Merger Sub, and Skybridge, and the transactions contemplated thereby. In connection with the Business Combination, shareholders are also being asked to approve the Domestication of Pinnacle from the Cayman Islands to Delaware, the adoption of the Amended and Restated Certificate of Incorporation of the Combined Company, certain governance provisions, the issuance of shares for Nasdaq compliance purposes, the adoption of the 2025 Equity Incentive Plan, the adoption of the 2025 Employee Stock Purchase Plan, and the adjournment of the EGM if necessary. Each of these proposals is described in detail in this proxy statement/prospectus.
Q: Why is Pinnacle proposing the Business Combination?
A: Pinnacle was incorporated as a Cayman Islands exempted company and formed as a blank-check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Pinnacle's initial public offering was completed on October 17, 2023, and Pinnacle has been evaluating potential business combination targets since that time. After extensive evaluation and due diligence, the Pinnacle Board determined that a combination with Skybridge represents an attractive opportunity to create a publicly listed fintech company with strong growth prospects, a scalable recurring revenue model, and a large addressable market. The Board believes the Business Combination will create significant value for Pinnacle's shareholders and recommends that shareholders vote "FOR" the Business Combination Proposal and each of the other proposals at the EGM.
Q: What is Skybridge Fintech Ltd.?
A: Skybridge Fintech Ltd. is a Delaware corporation, founded on June 15, 2018, and headquartered at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801. Skybridge operates a cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform that serves mid-market financial institutions and neobanks. Skybridge has approximately 340 employees across its Wilmington, Delaware headquarters and its engineering office located at 450 Folsom Street, 7th Floor, San Francisco, California 94105.
For the fiscal year ended December 31, 2024, Skybridge reported revenue of approximately $87.3 million, annualized recurring revenue ("ARR") of approximately $94.6 million, and adjusted EBITDA of approximately $14.1 million. For the fiscal year ended December 31, 2023, Skybridge reported revenue of approximately $61.8 million, representing year-over-year revenue growth of approximately 41.2%. Additional information about Skybridge and its business, financial condition, and results of operations is provided under the heading "Information About Skybridge Fintech Ltd." in this proxy statement/prospectus.
Q: What will the combined company be called?
A: Following the consummation of the Business Combination, the Combined Company will be named "Skybridge Fintech Holdings, Inc." and its shares of Class A common stock are expected to trade on Nasdaq under the ticker symbol "SBFT."
Q: What consideration will Skybridge shareholders receive?
A: At the Closing, each outstanding share of Skybridge common stock will be converted into the right to receive shares of Combined Company Common Stock based on a per-share value of $10.00 per share, with Skybridge stockholders receiving an aggregate of 45,000,000 shares of Combined Company Common Stock. In addition, former Skybridge stockholders will be entitled to receive up to 5,000,000 Earnout Shares upon the achievement of certain VWAP-based stock price thresholds during the 24-month and 36-month periods following the Closing, as described elsewhere in this proxy statement/prospectus.
Voting Questions
Q: Who can vote at the EGM?
A: Only holders of record of Pinnacle's Class A ordinary shares and Class B ordinary shares as of the close of business on the Record Date, [●], 2025, are entitled to vote at the EGM. As of the Record Date, there were 30,000,000 Class A ordinary shares and 7,500,000 Class B ordinary shares outstanding, for a total of 37,500,000 shares entitled to vote. Each share is entitled to one vote on each matter to be voted upon at the EGM. The Class A ordinary shares and Class B ordinary shares will vote together as a single class on all proposals.
Q: What vote is required?
A: Each of the proposals requires the approval of an ordinary resolution under the Cayman Islands Companies Act, which requires the affirmative vote of holders of a simple majority of the ordinary shares present in person or represented by proxy and actually voting at the EGM.
Q: How does the Sponsor intend to vote?
A: Pursuant to the Sponsor Support Agreement dated April 14, 2025, Ridgeway Capital Holdings LLC, the Sponsor, has agreed to vote all of its 7,500,000 Class B ordinary shares (representing approximately 20% of the total outstanding ordinary shares as of the Record Date) in favor of each of the proposals at the EGM.
Q: Have Skybridge shareholders agreed to support the transaction?
A: Yes. In connection with the execution of the Business Combination Agreement, certain stockholders of Skybridge, including Harborview Partners (holding approximately 38.2% of Skybridge's outstanding shares on a fully diluted basis), Atlas Horizon Ventures Fund II, LP (holding approximately 22.7%), and Priya Chandrasekaran, the founder and Chief Executive Officer of Skybridge, entered into the Company Stockholder Support Agreement (the "Company Stockholder Support Agreement"), pursuant to which they agreed, among other things, to vote their shares of Skybridge common stock in favor of the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby and not to transfer their Skybridge shares prior to the Closing.
Redemption Questions
Q: What are my redemption rights?
A: If you are a holder of Pinnacle's Class A ordinary shares, you have the right to redeem all or a portion of your Class A ordinary shares for cash at a per-share price equal to the aggregate amount then on deposit in the Trust Account (including any interest earned thereon, net of taxes payable) divided by the number of then-outstanding Class A ordinary shares, calculated as of two business days prior to the consummation of the Business Combination. To exercise your redemption rights, you must tender your shares to Continental Registrars, Inc. (the Transfer Agent), at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, no later than two business days prior to the date of the EGM. Holders of Class B ordinary shares (i.e., the Sponsor's Founder Shares) do not have redemption rights.
Q: What is the per-share redemption price?
A: Based on the Trust Account balance of approximately $312,600,000 as of March 31, 2025, and assuming 30,000,000 Class A ordinary shares then outstanding and eligible for redemption, the estimated per-share redemption price is approximately $10.42 per share. The actual per-share redemption price will be calculated as of two business days prior to the consummation of the Business Combination and may be higher or lower than this estimate.
Q: What is the deadline for exercising redemption rights?
A: If you wish to exercise your redemption rights, you must tender your Class A ordinary shares to the Transfer Agent no later than two business days prior to the date of the EGM (i.e., no later than 5:00 p.m. Eastern Time on [●], 2025). If you hold your shares in "street name" through a broker, bank, or other nominee, you must instruct your nominee to tender your shares on your behalf. You may withdraw your election to redeem by written notice to the Transfer Agent at any time prior to the deadline.
Q: What happens if too many shares are redeemed?
A: The Business Combination Agreement includes 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 aggregate amount of cash available to the Combined Company from (i) the Trust Account (after giving effect to all redemptions), plus (ii) the proceeds of the PIPE Investment, plus (iii) the proceeds of the Backstop Commitment, minus (iv) estimated transaction expenses. If excessive redemptions were to cause the minimum cash condition not to be satisfied, the parties could elect to terminate the Business Combination Agreement, subject to the availability of the backstop and other remedies.
The Backstop Agreement with Velthryn Strategic Investments, LP is designed to mitigate redemption risk. Under the Backstop Agreement, Velthryn has committed to purchase up to 5,000,000 shares from redeeming shareholders at $10.25 per share, for a maximum aggregate commitment of $51,250,000. The following scenarios illustrate the minimum cash condition analysis:
• No-Redemption Scenario: Available Cash = $312.6M (Trust) + $150.0M (PIPE) − $42.0M (estimated transaction expenses) = $420.6M. The minimum cash condition is satisfied by a significant margin.
• Maximum-Redemption Scenario (with Backstop): Assuming 25,000,000 of 30,000,000 shares (approximately 83.3%) are tendered for redemption at approximately $10.42 per share, approximately $260.5M would be disbursed from the Trust Account. Velthryn would purchase up to 5,000,000 shares at $10.25 per share ($51.25M). Available Cash = $312.6M − $260.5M + $51.25M + $150.0M − $42.0M = approximately $211.35M. The minimum cash condition ($200.0M) is satisfied in this scenario.
Even in the maximum-redemption scenario described above, the minimum cash condition would be satisfied, although the margin above the minimum would be significantly reduced, and the post-closing public float would be substantially smaller.
Closing Questions
Q: When do you expect the Business Combination to close?
A: The Closing is currently projected to occur on or about July 21, 2025, approximately three business days after the date of the EGM, assuming all closing conditions have been satisfied or waived. However, the actual Closing may occur at a later date depending upon the satisfaction of closing conditions, including the effectiveness of the Registration Statement and Nasdaq listing approval.
Q: What happens if the Business Combination is not completed by the outside date?
A: The Business Combination Agreement provides for an outside date of October 14, 2025 (the "Outside Date"). If the Business Combination has not been consummated on or before the Outside Date, either Pinnacle or Skybridge may terminate the Business Combination Agreement, unless the failure to consummate the Business Combination by such date is due to the breach of the BCA by the terminating party. The Outside Date may be extended to January 14, 2026 (the "Extended Outside Date") if the sole condition preventing the Closing as of the Outside Date is a regulatory or SEC-related condition (including the effectiveness of the Registration Statement).
Q: What conditions must be satisfied before the Business Combination can close?
A: The Closing is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of a number of conditions, including:
• The Registration Statement on Form S-4 shall have been declared effective by the SEC and no stop order suspending the effectiveness thereof shall be in effect;
• Pinnacle's shareholders shall have approved Proposal 1 (Business Combination), Proposal 2 (Domestication), Proposal 3 (Charter), and Proposal 5 (Nasdaq Listing);
• No material adverse effect shall have occurred with respect to either Pinnacle or Skybridge since the date of the BCA;
• No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, order, injunction, or other legal impediment that is in effect and that prevents, prohibits, or makes illegal the consummation of the Business Combination;
• Nasdaq shall have approved the listing of the Combined Company Common Stock under the ticker symbol "SBFT";
• The minimum cash condition ($200,000,000 of Available Cash) shall have been satisfied;
• The representations and warranties of each party shall be true and correct (subject to applicable materiality and material adverse effect qualifiers);
• Each party shall have complied with its covenants and obligations under the BCA in all material respects; and
• Each party shall have delivered the officer's certificates, opinions, and other closing deliverables required by the BCA.
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus, but may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the annexes and the other documents to which this proxy statement/prospectus refers, before voting on the proposals presented at the EGM. See also the section titled "Where You Can Find More Information" for additional documents available to you.
The Parties
Pinnacle Growth Acquisition Corp.
Pinnacle Growth Acquisition Corp. is a Cayman Islands exempted company formed as a blank-check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Pinnacle completed its initial public offering ("IPO") on October 17, 2023, raising gross proceeds of $300,000,000 through the issuance of 30,000,000 Class A ordinary shares at a price of $10.00 per share. Pinnacle's Class A ordinary shares, units, and public warrants are listed on Nasdaq under the symbols "PGAC," "PGACU," and "PGACW," respectively.
In connection with the IPO, a total of $300,000,000 was deposited in the Trust Account at Glenridge National Bank, N.A. (the Trust Custodian), located at 60 Wall Street, New York, New York 10005. As of March 31, 2025, the Trust Account balance was approximately $312,600,000, including approximately $12,600,000 of interest earned on the trust funds. Funds in the Trust Account are invested in U.S. government securities or money market funds invested solely in U.S. government securities.
Pinnacle maintains its principal executive office at 590 Madison Avenue, 28th Floor, New York, New York 10022, and its registered office in the Cayman Islands is c/o Harborstone Corporate Services Ltd., 4th Floor, Windward House, George Town, Grand Cayman KY1-1104, Cayman Islands.
Pinnacle's officers and directors are:
Pinnacle's employer identification number is 88-3654921.
Pinnacle Merger Sub Inc.
Pinnacle Merger Sub Inc. is a Delaware corporation and a newly formed, direct, wholly owned subsidiary of Pinnacle. Merger Sub was formed solely for the purpose of effecting the Merger and has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. Merger Sub has no material assets, liabilities, or operations.
Skybridge Fintech Ltd.
Skybridge Fintech Ltd. is a Delaware corporation incorporated on June 15, 2018. Skybridge operates a cloud-based payment orchestration and embedded-finance SaaS platform that serves mid-market financial institutions, neobanks, and other fintech-enabled enterprises. Skybridge's platform enables its customers to manage, route, and optimize payment flows across multiple payment processors, acquiring banks, and payment methods through a unified application programming interface ("API") layer, while also providing embedded-finance capabilities, compliance and risk management tools, and advanced analytics.
Skybridge is headquartered at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801, and maintains a software engineering office at 450 Folsom Street, 7th Floor, San Francisco, California 94105. As of the date of this proxy statement/prospectus, Skybridge employs approximately 340 people.
For the fiscal year ended December 31, 2024, Skybridge reported revenue of approximately $87.3 million, ARR of approximately $94.6 million, and adjusted EBITDA of approximately $14.1 million. For the fiscal year ended December 31, 2023, Skybridge reported revenue of approximately $61.8 million and adjusted EBITDA of approximately $6.2 million, representing year-over-year revenue growth of approximately 41.2%.
Skybridge's employer identification number is 83-2471560. Additional information about Skybridge is provided under the heading "Information About Skybridge Fintech Ltd." in this proxy statement/prospectus.
Skybridge's key stockholders and their approximate ownership percentages (on a fully diluted basis) are as follows:
Skybridge's officers are:
Ridgeway Capital Holdings LLC (the Sponsor)
Ridgeway Capital Holdings LLC is a Delaware limited liability company whose managing member is Jonathan Mercer, Pinnacle's Chief Executive Officer and Chairman. The Sponsor holds 7,500,000 Class B ordinary shares of Pinnacle (the "Founder Shares"), which were purchased prior to the IPO for an aggregate purchase price of $25,000. In connection with the IPO, the Sponsor also purchased 8,000,000 private placement warrants (the "Private Placement Warrants") at a price of $1.50 per warrant, for an aggregate purchase price of $12,000,000. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share of Pinnacle at an exercise price of $11.50 per share.
Pursuant to the Business Combination Agreement, the Sponsor has agreed to forfeit 500,000 Founder Shares at the Closing. If redemptions exceed 75% of the Class A ordinary shares outstanding, the Sponsor has agreed to forfeit an additional 500,000 Founder Shares. Accordingly, following the Closing, the Sponsor will hold between 6,500,000 and 7,000,000 shares of Combined Company Common Stock (excluding shares issuable upon exercise of the Private Placement Warrants), depending on the level of redemptions.
The Sponsor's employer identification number is 87-1093847.
The Business Combination
The Business Combination is structured as a forward triangular merger under the DGCL. Immediately prior to the Effective Time of the Merger, Pinnacle will effect the Domestication, re-domiciling from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware pursuant to Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act, and will be renamed "Skybridge Fintech Holdings, Inc." Immediately following the Domestication, Merger Sub will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the Combined Company.
At the Effective Time of the Merger:
• Each outstanding share of Skybridge common stock will be cancelled and converted into the right to receive shares of Combined Company Common Stock, in each case based on a per-share value of $10.00 per share, resulting in the issuance of an aggregate of 45,000,000 shares to former Skybridge stockholders.
• Each outstanding option to purchase shares of Skybridge common stock that is not exercised prior to the Closing will be converted into an option to purchase shares of Combined Company Common Stock, adjusted based on an exchange ratio calculated pursuant to the terms of the BCA.
• Each outstanding Skybridge restricted stock unit or other equity award will be converted into a corresponding award with respect to Combined Company Common Stock on an exchange ratio basis.
The Business Combination values Skybridge at an implied enterprise value of approximately $450,000,000. Based on Skybridge's fiscal year 2024 financial results, this implies an enterprise value-to-revenue multiple of approximately 5.15× (based on revenue of $87.3 million) and an enterprise value-to-ARR multiple of approximately 4.76× (based on ARR of $94.6 million).
The PIPE Investment
Concurrently with the execution of the Business Combination Agreement, certain institutional investors entered into Subscription Agreements pursuant to which they committed to purchase an aggregate of 15,000,000 shares of Combined Company Common Stock at $10.00 per share, for aggregate gross proceeds of $150,000,000. The PIPE Investment will close substantially simultaneously with the Closing of the Business Combination. The PIPE Investors and their respective commitments are described in the section titled "Certain Relationships and Related Party Transactions — PIPE Subscription Agreements."
The Backstop Arrangement
Velthryn Strategic Investments, LP, managed by Richard Tsai, has committed to purchase up to 5,000,000 shares from redeeming shareholders at $10.25 per share, for a maximum aggregate commitment of $51,250,000. As incentive, Velthryn will receive additional shares of Combined Company Common Stock equal to 10% of the number of backstop shares actually purchased. For example, if Velthryn purchases 5,000,000 backstop shares, it will receive 500,000 incentive shares. The Backstop Agreement is described in greater detail under the heading "Certain Relationships and Related Party Transactions — Backstop Agreement."
Earnout
Former Skybridge stockholders will be entitled to receive up to 5,000,000 additional Earnout Shares, in two equal tranches, based on the trading performance of the Combined Company Common Stock following the Closing:
• Tranche 1: 2,500,000 Earnout Shares will be issued if the VWAP of the Combined Company Common Stock 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.
• Tranche 2: 2,500,000 Earnout Shares will be issued if the VWAP of the Combined Company Common Stock 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.
The Earnout Shares will be allocated among the former Skybridge stockholders pro rata based on their respective holdings immediately prior to the Closing, pursuant to the terms of the Earnout Agreement, the form of which is attached to this proxy statement/prospectus as Annex F.
Pro Forma Ownership (No-Redemption Scenario)
The following table sets forth the estimated pro forma ownership of the Combined Company immediately following the Closing, assuming no redemptions by Pinnacle's Public Shareholders:
The table above excludes (i) 18,000,000 shares issuable upon exercise of warrants (10,000,000 public warrants and 8,000,000 Private Placement Warrants, each exercisable at $11.50 per share), (ii) up to 5,000,000 Earnout Shares issuable upon the achievement of the Earnout milestones, and (iii) shares reserved for issuance under the 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan. The Sponsor is shown as holding 7,000,000 shares, reflecting the forfeiture of 500,000 Founder Shares at Closing.
Pro Forma Ownership (Maximum-Redemption Scenario, with Backstop)
The following table sets forth the estimated pro forma ownership of the Combined Company immediately following the Closing, assuming maximum redemptions of approximately 25,000,000 of the 30,000,000 Class A ordinary shares (approximately 83.3%), with the Backstop Commitment fully utilized:
In the maximum-redemption scenario, the Sponsor is shown as holding 6,500,000 shares, reflecting the forfeiture of 500,000 Founder Shares at Closing and an additional 500,000 Founder Shares forfeited due to redemptions exceeding 75% of the Class A ordinary shares outstanding.
Key Dates and Timeline
Summary of Key Agreement Terms
The following is a summary of certain key terms of the Business Combination Agreement. This summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. Shareholders are encouraged to read the Business Combination Agreement in its entirety.
Indemnification. The Business Combination Agreement provides for customary post-closing indemnification obligations. The indemnification obligations are subject to a cap of $45,000,000 (10% of the implied deal value) and a deductible basket of $4,500,000 (1% of the implied deal value). The indemnification obligations are 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 and a retention of $4,500,000. The estimated premium for the R&W Policy is approximately $1,800,000. There is no escrow arrangement.
Survival. Fundamental representations and warranties survive indefinitely. General representations and warranties survive for 18 months following the Closing. Tax representations and warranties survive for the applicable statute of limitations plus 60 days. Covenants survive in accordance with their respective terms.
Material Adverse Effect. The Business Combination Agreement contains a customary definition of "Material Adverse Effect" (as set forth in Article I of the BCA), subject to standard carveouts for (i) general economic or industry conditions, (ii) changes in applicable law, (iii) pandemics (including COVID-19), (iv) acts of war or terrorism, and (v) the failure to meet projections or forecasts (provided that the underlying causes of such failure are not excluded from the definition of Material Adverse Effect).
No-Shop; Fiduciary Out. The Business Combination Agreement contains a customary no-shop covenant applicable to Skybridge, prohibiting Skybridge from soliciting, initiating, or knowingly facilitating competing proposals from the date of the BCA until the earlier of the Closing or the termination of the BCA. The no-shop is subject to a fiduciary out that permits the Skybridge board of directors to respond to a Superior Proposal (as defined in the BCA), provided that Pinnacle has been afforded a five-business-day match right.
Termination Fee. If the Business Combination Agreement is terminated by Pinnacle due to the Skybridge board's exercise of its fiduciary out in response to a Superior Proposal, Skybridge is required to pay Pinnacle a termination fee of $13,500,000 (3% of the implied deal value).
Minimum Cash Condition. The Closing is subject to a minimum cash condition requiring that the Combined Company have at least $200,000,000 of Available Cash at the Closing. See "Questions and Answers About the Proposals" above for a detailed analysis of the minimum cash condition under various redemption scenarios.
RISK FACTORS
An investment in the securities of the Combined Company, and the approval of the Business Combination and the other proposals described in this proxy statement/prospectus, involve a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this proxy statement/prospectus, including the financial statements and related notes included herein, before making a decision regarding the proposals. If any of the following risks actually occur, the business, financial condition, and results of operations of the Combined Company could be materially and adversely affected. In that case, the trading price of the Combined Company's securities could decline, and you could lose all or a part of your investment. The risks described below are not the only risks that the Combined Company may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, or results of operations.
Risks Related to the Business Combination
The Business Combination may not be consummated by the Outside Date or at all, which could result in significant costs and uncertainty for both Pinnacle and Skybridge. The consummation of the Business Combination is subject to a number of conditions, including the effectiveness of this Registration Statement, the approval of Pinnacle's shareholders, the absence of a material adverse effect, and the receipt of Nasdaq listing approval for the Combined Company Common Stock. There can be no assurance that all of the conditions to the Closing will be satisfied or waived on a timely basis or at all. If the Business Combination is not consummated by the Outside Date (October 14, 2025, as may be extended to January 14, 2026), either party may terminate the Business Combination Agreement. In such event, Pinnacle would need to either find an alternative business combination target or return the funds held in the Trust Account to its Public Shareholders in accordance with Pinnacle's Memorandum and Articles of Association.
High redemption levels may significantly reduce the cash available to the Combined Company following the Closing and may result in substantial dilution to non-redeeming shareholders. Public Shareholders have the right to redeem their Class A ordinary shares for a pro rata portion of the Trust Account. If a significant number of shares are redeemed, the amount of cash available to the Combined Company following the Closing will be correspondingly reduced, which may limit the Combined Company's ability to fund its business plan, invest in growth opportunities, and satisfy its obligations. In addition, high redemptions would result in the former Skybridge stockholders holding a larger percentage of the Combined Company's outstanding shares, which would dilute the ownership interests of non-redeeming shareholders.
The minimum cash condition may not be satisfied despite the Backstop Commitment. The Business Combination Agreement requires that the Combined Company have at least $200,000,000 of Available Cash at the Closing. While the Backstop Commitment from Velthryn is designed to mitigate redemption risk, there can be no assurance that Velthryn will fulfill its commitment, particularly if market conditions deteriorate or if Velthryn is unable to obtain the necessary financing. In addition, if redemptions substantially exceed the backstop capacity, the minimum cash condition may not be satisfied even with the backstop, which could result in the termination of the Business Combination Agreement. The Backstop Commitment is also subject to certain conditions, including the absence of a material adverse effect, which may not be satisfied.
The PIPE Investors' obligations are subject to conditions and may not close. The obligations of the PIPE Investors to purchase shares at the Closing are subject to customary conditions, including the effectiveness of this Registration Statement, the accuracy of the Combined Company's representations and warranties in the Subscription Agreements, and the consummation of the Business Combination substantially on the terms described herein. If one or more of the PIPE Investors fails to fund its commitment, the Available Cash at Closing could be reduced, which could adversely affect the satisfaction of the minimum cash condition and the Combined Company's financial position.
The Backstop Investor's commitment is subject to conditions that may not be satisfied. Velthryn's commitment to purchase shares from redeeming shareholders is subject to conditions, including customary closing conditions and the absence of certain adverse events. There can be no assurance that these conditions will be satisfied or that Velthryn will perform its obligations under the Backstop Agreement.
A material adverse effect may occur at Skybridge prior to the Closing. The period between the signing of the Business Combination Agreement and the expected Closing may extend for several months, during which time adverse developments affecting Skybridge's business, financial condition, or results of operations could occur. The Business Combination Agreement provides that it may be terminated if a material adverse effect occurs with respect to either party, and such termination could prevent the consummation of the Business Combination.
The SEC review and comment process may delay the effectiveness of this Registration Statement and the Closing timeline. The SEC Staff may issue additional comment letters with respect to this Registration Statement, and the resolution of such comments may take additional time. Any such delay could push the Closing beyond the projected date and potentially beyond the Outside Date.
Nasdaq may not approve the listing application for the Combined Company Common Stock. The listing of the Combined Company Common Stock on Nasdaq under the ticker symbol "SBFT" is a condition to the Closing. While the Nasdaq listing application was submitted on May 5, 2025, and is currently under review, there can be no assurance that Nasdaq will approve the listing. If Nasdaq does not approve the listing, the Business Combination may not be consummated.
The Sponsor and Skybridge insiders have interests in the Business Combination that may differ from, or be in addition to, the interests of Pinnacle's Public Shareholders. The Sponsor holds 7,500,000 Founder Shares that were acquired for nominal consideration and 8,000,000 Private Placement Warrants that were purchased for $12,000,000 in the aggregate. The Founder Shares have no redemption rights and would become worthless if Pinnacle does not consummate a business combination. As a result, the Sponsor has economic incentives to complete a business combination, even if it may not be in the best interests of Pinnacle's Public Shareholders. Similarly, certain officers and directors of Pinnacle may receive board seats or other compensation from the Combined Company following the Closing. In addition, the management team of Skybridge is expected to continue in their respective roles following the Closing and will receive shares of Combined Company Common Stock subject to lock-up restrictions. These interests should be considered when evaluating the Board's recommendation with respect to the proposals described herein.
Risks Related to Redemptions
The per-share redemption value may be less than the trading price of PGAC shares at the time you exercise your redemption rights. The per-share redemption price is based on the aggregate amount in the Trust Account (net of taxes payable and interest thereon) divided by the number of Class A ordinary shares outstanding and eligible for redemption. Depending on market conditions at the time you exercise your redemption rights, the trading price of PGAC's Class A ordinary shares on Nasdaq may be higher or lower than the per-share redemption price. If you redeem your shares at a time when the trading price exceeds the per-share redemption price, you may receive less value than if you had sold your shares on the open market.
If a significant number of shareholders redeem their shares, the post-closing public float may be limited. If a substantial majority of Public Shareholders exercise their redemption rights, the Combined Company's public float immediately following the Closing could be significantly reduced. A smaller public float could result in reduced liquidity and greater volatility of the Combined Company Common Stock, which could adversely affect the trading price and the ability of shareholders to sell their shares.
Redemptions may adversely impact the satisfaction of the minimum cash condition. As described above, the minimum cash condition requires at least $200,000,000 of Available Cash at Closing. While the Backstop Commitment from Velthryn and the PIPE commitments are expected to provide a buffer against high redemption levels, extreme redemption scenarios could result in the minimum cash condition not being satisfied, potentially leading to the termination of the Business Combination Agreement.
Risks Related to Skybridge's Business
Skybridge operates in a competitive and rapidly evolving fintech market. The payment orchestration and embedded-finance markets are highly competitive and subject to rapid technological change. Skybridge competes with a wide range of companies, including established payment processors, financial technology companies, and new market entrants. Many of these competitors have greater financial, technical, marketing, and other resources than Skybridge. There can be no assurance that Skybridge will be able to maintain or grow its market share in the face of intensifying competition.
Skybridge is dependent on a limited number of key customers in the mid-market financial institution and neobank sectors. A significant portion of Skybridge's revenue is derived from a relatively small number of customers. The loss of one or more of these customers, or a significant reduction in the volume of transactions processed by these customers through Skybridge's platform, could have a material adverse effect on Skybridge's revenue and financial results. In addition, customer concentration risk is heightened by the fact that many of Skybridge's customers operate in the mid-market financial institution and neobank sectors, which are themselves subject to significant competitive, regulatory, and macroeconomic risks.
Skybridge faces revenue concentration and customer churn risks. Skybridge's subscription-based SaaS business model relies on the renewal and expansion of existing customer contracts. Customer churn, failure to upsell existing customers, or a decline in net revenue retention could adversely affect Skybridge's revenue growth and financial results. While Skybridge's ARR of $94.6 million exceeded its reported revenue of $87.3 million for fiscal year 2024, reflectin