UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
As filed with the Securities and Exchange Commission on April 28, 2025
Registration No. 333-294817
PINNACLE GROWTH ACQUISITION CORP. (Exact name of registrant as specified in its charter)
590 Madison Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-0190 (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 Telephone: (212) 555-0190 (Name, address, including zip code, and telephone number, including area code, of agent for service of process)
Copies of all communications, including communications sent to the agent for service of process, should be sent to:
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon satisfaction or waiver of all conditions to the consummation of the Business Combination described in the enclosed proxy statement/prospectus.
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)
CALCULATION OF REGISTRATION FEE
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended, based on the per-share merger consideration of $10.00 per share.
(2) Calculated pursuant to Rule 457 under the Securities Act of 1933, as amended, at the rate of $116.30 per $1,000,000 of the proposed maximum aggregate offering price.
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended, based on the exercise price of $11.50 per share of the warrants.
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.
CROSS-REFERENCE SHEET. The following table sets forth the location in this Registration Statement on Form S-4 of the information required by Part I of Form S-4. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the proxy statement/prospectus that forms a part of this Registration Statement.
EXPLANATORY NOTE. This Registration Statement on Form S-4 (this "Registration Statement") is being filed by Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Pinnacle," "PGAC" or the "Company"), in connection with the proposed business combination (the "Business Combination") between Pinnacle and Skybridge Fintech Ltd., a Delaware corporation ("Skybridge"), pursuant to the Business Combination Agreement, dated as of April 14, 2025 (the "Business Combination Agreement" or "BCA"), by and among Pinnacle, Pinnacle Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge.
This Registration Statement contains a proxy statement/prospectus that constitutes:
• a prospectus of Pinnacle under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of common stock of the combined company (to be known as "Skybridge Fintech Holdings, Inc.") to be issued to the shareholders of Skybridge and the PIPE Investors in connection with the Business Combination, as well as shares of common stock underlying warrants to be assumed in connection with the Business Combination; and
• a proxy statement of Pinnacle under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the extraordinary general meeting (the "Extraordinary General Meeting" or "EGM") of Pinnacle shareholders at which Pinnacle shareholders will be asked to consider and vote upon proposals to approve, among other things, the Business Combination Agreement and the transactions contemplated thereby, including the domestication of Pinnacle from a Cayman Islands exempted company to a Delaware corporation and the merger of Merger Sub with and into Skybridge.
In connection with the Business Combination, immediately prior to the effective time of the merger (the "Merger Effective Time"), Pinnacle will deregister as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Upon the consummation of the Business Combination and the Domestication, Pinnacle will change its name to "Skybridge Fintech Holdings, Inc." and the combined company's shares of common stock are expected to trade on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "SBFT."
The information contained in this proxy statement/prospectus constitutes a preliminary proxy statement/prospectus and is subject to completion or amendment. A definitive proxy statement/prospectus will be sent to the shareholders of Pinnacle. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION — DATED APRIL 28, 2025
PROXY STATEMENT
FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF PINNACLE GROWTH ACQUISITION CORP.
AND
PROSPECTUS
FOR SHARES OF COMMON STOCK
OF SKYBRIDGE FINTECH HOLDINGS, INC.
PINNACLE GROWTH ACQUISITION CORP. 590 Madison Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-0190
To the Shareholders of Pinnacle Growth Acquisition Corp.:
You are cordially invited to attend an Extraordinary General Meeting (the "Extraordinary General Meeting" or "EGM") of Pinnacle Growth Acquisition Corp. ("Pinnacle," "PGAC," or the "Company"), a Cayman Islands exempted company, which will be held at [●] a.m., Eastern Time, on [●], 2025 (projected to be July 18, 2025) at [●] (or via virtual meeting at [●]).
At the Extraordinary General Meeting, you will be asked to consider and vote upon the following proposals (collectively, the "Proposals"):
1. The Business Combination Proposal — to approve the Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle, Pinnacle Merger Sub Inc. ("Merger Sub"), and Skybridge Fintech Ltd. ("Skybridge"), and the transactions contemplated thereby, including the merger of Merger Sub with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the domesticated Pinnacle (the "Business Combination Proposal");
2. The Domestication Proposal — to approve the domestication of Pinnacle from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware (the "Domestication Proposal");
3. The Charter Proposal — to approve the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc., to be effective upon the Domestication and the closing of the Business Combination (the "Charter Proposal");
4. The Governance Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the proposed Amended and Restated Certificate of Incorporation, presented separately in accordance with SEC requirements (the "Governance Proposals");
5. The Director Election Proposal — to elect directors of the combined company to serve on the board of directors of Skybridge Fintech Holdings, Inc. following the closing of the Business Combination (the "Director Election Proposal");
6. The Incentive Plan Proposal — to approve the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. (the "Incentive Plan Proposal");
7. The ESPP Proposal — to approve the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc. (the "ESPP Proposal"); and
8. The Adjournment Proposal — to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more of the Proposals (the "Adjournment Proposal").
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Governance Proposals, and the Director Election Proposal (Proposals 1 through 5) is cross-conditioned on each other, meaning that none of such Proposals can be approved unless all of them are approved. The Incentive Plan Proposal and the ESPP Proposal (Proposals 6 and 7) are each conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal (Proposal 8) is not conditioned on the approval of any other Proposal.
Only holders of record of Pinnacle's Class A ordinary shares and Class B ordinary shares as of the close of business on [●], 2025 (the "Record Date") are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. This proxy statement/prospectus is first being mailed to shareholders of Pinnacle on or about [●], 2025 (projected to be June 18, 2025).
The board of directors of Pinnacle (the "Pinnacle Board") has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and unanimously recommends that Pinnacle shareholders vote "FOR" each of the Proposals.
Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy as soon as possible by following the instructions on the enclosed proxy card. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted "FOR" each of the Proposals. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated [●], 2025, and is first being mailed to shareholders of Pinnacle on or about [●], 2025.
Sincerely,
Jonathan Mercer Chief Executive Officer and Chairman Pinnacle Growth Acquisition Corp.
PINNACLE GROWTH ACQUISITION CORP. 590 Madison Avenue, 28th Floor New York, New York 10022
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON [●], 2025
To the Shareholders of Pinnacle Growth Acquisition Corp.:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the "Extraordinary General Meeting") of Pinnacle Growth Acquisition Corp. ("Pinnacle" or the "Company"), a Cayman Islands exempted company, will be held at [●] a.m., Eastern Time, on [●], 2025 (projected to be July 18, 2025) at [●] (or via virtual meeting format at [●]), for the following purposes:
1. To consider and vote upon a proposal to approve the Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle, Pinnacle Merger Sub Inc. and Skybridge Fintech Ltd., and the transactions contemplated thereby (the "Business Combination Proposal");
2. To consider and vote upon a proposal to approve the domestication of Pinnacle from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware (the "Domestication Proposal");
3. To consider and vote upon a proposal to approve the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. (the "Charter Proposal");
4. To consider and vote upon proposals to approve, on a non-binding advisory basis, certain governance provisions in the proposed Amended and Restated Certificate of Incorporation (the "Governance Proposals");
5. To consider and vote upon a proposal to elect directors of the combined company (the "Director Election Proposal");
6. To consider and vote upon a proposal to approve the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. (the "Incentive Plan Proposal");
7. To consider and vote upon a proposal to approve the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc. (the "ESPP Proposal"); and
8. To consider and vote upon a proposal to approve the adjournment of the Extraordinary General Meeting, if necessary, to permit further solicitation of proxies (the "Adjournment Proposal").
The Pinnacle Board has fixed the close of business on [●], 2025 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Extraordinary General Meeting and any adjournments or postponements thereof.
The Pinnacle Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and unanimously recommends that Pinnacle shareholders vote "FOR" each of the foregoing Proposals.
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE EXTRAORDINARY GENERAL MEETING, PLEASE VOTE YOUR SHARES PROMPTLY. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. You may also submit your proxy by following the telephone or Internet voting instructions described on the enclosed proxy card.
By Order of the Board of Directors,
Jonathan Mercer Chief Executive Officer and Chairman [●], 2025
Right-click to update Table of Contents
ABOUT THIS PROXY STATEMENT / PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the "SEC") by Pinnacle Growth Acquisition Corp. ("Pinnacle," "PGAC" or the "Company") (SEC File No. 333-294817; CIK 0001948372), constitutes a prospectus of Pinnacle under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of common stock of Skybridge Fintech Holdings, Inc. (the "Combined Company") to be issued to the shareholders of Skybridge Fintech Ltd. ("Skybridge"), the PIPE Investors (as defined herein) and other parties in connection with the Business Combination (as defined herein). This document also constitutes a proxy statement of Pinnacle under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, with respect to the Extraordinary General Meeting of Pinnacle shareholders at which Pinnacle shareholders will be asked to consider and vote upon the Proposals described herein.
No person has been authorized to give any information or make any representations other than those contained in this proxy statement/prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by Pinnacle, Skybridge, or any of their respective directors, officers, employees, affiliates or agents. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of Pinnacle or Skybridge since the date of this proxy statement/prospectus. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where, or to or from any person to whom, it is unlawful to make such offer or solicitation in such jurisdiction.
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 Exchange Act. These forward-looking statements relate to expectations for future financial performance, business strategies, or expectations for Pinnacle's or Skybridge's business, and include, but are not limited to, statements regarding: the anticipated benefits of the Business Combination; the anticipated timing of the Business Combination; projected financial information, growth rates and market opportunities for the Combined Company; the expected management team of the Combined Company; the expected listing of the Combined Company's securities on Nasdaq; the anticipated capitalization and enterprise value of the Combined Company; and other statements that are not historical facts. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of Pinnacle's and Skybridge's management and are not predictions of actual performance. Forward-looking statements are typically identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" and similar expressions, and variations or negatives of these words.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any person as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Pinnacle and Skybridge. These forward-looking statements are subject to a number of risks and uncertainties, including those identified in the section titled "Risk Factors" beginning on page [●] of this proxy statement/prospectus.
Pinnacle and Skybridge caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as required by law, neither Pinnacle nor Skybridge undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, and Pinnacle claims the protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.
Industry and Market Data
Certain information contained in this proxy statement/prospectus relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Pinnacle's and Skybridge's own internal estimates and research. While Pinnacle and Skybridge believe these third-party sources to be reliable as of the date of this proxy statement/prospectus, neither Pinnacle nor Skybridge has independently verified, and makes no representation as to the adequacy, fairness, accuracy, or completeness of, any information obtained from third-party sources. In addition, no independent source has evaluated the reasonableness or accuracy of Pinnacle's or Skybridge's internal estimates or research, and no assurance can be given as to the accuracy of such estimates.
Use of Defined Terms
Unless the context otherwise requires, references in this proxy statement/prospectus to "we," "us," "our," the "Company" or "Pinnacle" refer to Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company, prior to the consummation of the Business Combination and, following the Domestication and the closing of the Business Combination, to Skybridge Fintech Holdings, Inc., a Delaware corporation. References to "Skybridge" refer to Skybridge Fintech Ltd., a Delaware corporation. References to the "Combined Company" refer to Skybridge Fintech Holdings, Inc. and its subsidiaries after giving effect to the Business Combination. References to the "Sponsor" refer to Ridgeway Capital Holdings LLC, a Delaware limited liability company. References to the "Business Combination Agreement" or "BCA" refer to the Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle, Merger Sub and Skybridge, a copy of which is attached as Annex A to this proxy statement/prospectus. Certain other terms used in this proxy statement/prospectus are defined in the "Glossary of Certain Defined Terms" included as part of Annex A or where they are first used herein.
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following questions and answers briefly address some commonly asked questions about this proxy statement/prospectus and the Proposals to be presented at the Extraordinary General Meeting. The following questions and answers may not include all the information that is important to Pinnacle shareholders. Pinnacle shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.
Q: Why am I receiving this proxy statement/prospectus?
A: Pinnacle shareholders are being asked to consider and vote upon proposals to approve, among other things, the Business Combination contemplated by the Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc. ("Merger Sub") and Skybridge Fintech Ltd. ("Skybridge"). The Business Combination is structured as a forward triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), pursuant to which Merger Sub, a direct, wholly owned subsidiary of Pinnacle formed solely for the purpose of facilitating the merger, will merge with and into Skybridge, with Skybridge surviving the merger as a wholly owned subsidiary of the domesticated Pinnacle (which will be renamed "Skybridge Fintech Holdings, Inc." upon the consummation of the Business Combination and the Domestication).
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. Pinnacle shareholders are encouraged to read the Business Combination Agreement in its entirety for a complete description of the terms and conditions of the Business Combination.
This proxy statement/prospectus and the enclosed proxy card are being sent to Pinnacle shareholders as part of the solicitation of proxies by the Pinnacle Board for use at the Extraordinary General Meeting to be held on [●], 2025 (projected to be July 18, 2025) and at any adjournments or postponements thereof. This proxy statement/prospectus is also being provided to Pinnacle shareholders as a prospectus in connection with the issuance by the Combined Company of shares of common stock in connection with the Business Combination.
Q: What is the proposed Business Combination?
A: On April 14, 2025, Pinnacle entered into the Business Combination Agreement with Merger Sub and Skybridge. The Business Combination Agreement provides for, among other things, the following transactions: (i) immediately prior to the Merger Effective Time, Pinnacle will domesticate from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware and will change its name to "Skybridge Fintech Holdings, Inc."; and (ii) at the Merger Effective Time, Merger Sub will merge with and into Skybridge, with Skybridge surviving the merger as a wholly owned subsidiary of Skybridge Fintech Holdings, Inc.
The key financial terms of the Business Combination are as follows:
• Implied Enterprise Value: $450,000,000
• Per-Share Merger Consideration: $10.00 per share of common stock of the Combined Company
• Total Shares to Skybridge Shareholders: 45,000,000 shares of common stock of the Combined Company
• Earnout: Up to 5,000,000 additional shares of common stock of the Combined Company, issuable in two tranches based on volume-weighted average price ("VWAP") targets achieved during specified periods following the closing of the Business Combination
• Domestication: Pinnacle will deregister as a Cayman Islands exempted company and domesticate as a Delaware corporation under Section 388 of the DGCL immediately prior to the Merger Effective Time
The shares of common stock of the Combined Company are expected to be listed on Nasdaq under the ticker symbol "SBFT."
Q: What proposals are shareholders being asked to vote on?
A: Pinnacle shareholders are being asked to consider and vote upon the following eight Proposals at the Extraordinary General Meeting:
• Proposal 1: The Business Combination Proposal — Approval of the Business Combination Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into Skybridge.
• Proposal 2: The Domestication Proposal — Approval of the Domestication of Pinnacle from a Cayman Islands exempted company to a Delaware corporation.
• Proposal 3: The Charter Proposal — Approval of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.
• Proposal 4: The Governance Proposals — Approval, on a non-binding advisory basis, of certain governance provisions in the proposed Amended and Restated Certificate of Incorporation, presented as separate sub-proposals in accordance with SEC requirements.
• Proposal 5: The Director Election Proposal — Election of directors of the Combined Company to serve on the board of directors of Skybridge Fintech Holdings, Inc. following the closing.
• Proposal 6: The Incentive Plan Proposal — Approval of the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc.
• Proposal 7: The ESPP Proposal — Approval of the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc.
• Proposal 8: The Adjournment Proposal — Approval of the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies.
Q: What vote is required to approve the Proposals?
A: Each of the Proposals requires the affirmative vote of holders of a majority of the ordinary shares cast by the shareholders of Pinnacle present in person (including virtually) or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon (an "Ordinary Resolution"), except that the Director Election Proposal (Proposal 5) requires a plurality of the votes cast by the shareholders present in person or represented by proxy at the Extraordinary General Meeting.
Proposals 1 through 5 are cross-conditioned on each other. This means that if any one of Proposals 1 through 5 is not approved, none of such Proposals can be implemented, and the Business Combination will not be consummated (unless the applicable condition is waived by the parties). Proposals 6 and 7 are each conditioned on the approval of Proposal 1 (the Business Combination Proposal). Proposal 8 (the Adjournment Proposal) is not conditioned on the approval of any other Proposal.
Q: What happens if I do not vote or abstain?
A: If you fail to return your proxy card, fail to instruct your bank, broker or other nominee how to vote, or fail to attend the Extraordinary General Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. Your failure to vote will have no effect on the outcome of any Proposal, assuming a quorum is present.
If you attend the Extraordinary General Meeting but abstain from voting on a particular Proposal, your shares will be counted as present for purposes of determining whether a quorum is present, but will not be counted as a vote cast with respect to such Proposal. Abstentions therefore will have no effect on the outcome of any Proposal that requires an Ordinary Resolution (Proposals 1 through 4, 6, 7 and 8) or a plurality of votes cast (Proposal 5).
Under Pinnacle's existing Amended and Restated Memorandum and Articles of Association and the Cayman Islands Companies Act (As Revised), abstentions are not counted as votes cast and thus do not affect the determination of whether an Ordinary Resolution has been obtained.
Q: What is the Domestication?
A: In connection with the Business Combination and immediately prior to the Merger Effective Time, Pinnacle will deregister as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware pursuant to Section 388 of the DGCL and the applicable provisions of the Cayman Islands Companies Act. Pinnacle will file a Certificate of Domestication and a Certificate of Incorporation with the Secretary of State of the State of Delaware.
As a result of the Domestication:
• Each outstanding Class A ordinary share, par value $0.0001 per share, of Pinnacle will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the domesticated entity (Skybridge Fintech Holdings, Inc.).
• Each outstanding Class B ordinary share, par value $0.0001 per share, of Pinnacle (the "Founder Shares") will convert automatically, on a one-for-one basis, into one share of common stock of the domesticated entity (subject to the forfeiture provisions contained in the Sponsor Support Agreement).
• Each outstanding warrant to purchase Class A ordinary shares of Pinnacle will convert automatically into a warrant to purchase one share of common stock of the domesticated entity on substantially the same terms as those in effect immediately prior to the Domestication.
Q: Can I redeem my shares?
A: Yes. If you are a holder of Pinnacle's Class A ordinary shares (but not Class B ordinary shares), you may elect to have your shares redeemed for a pro rata portion of the funds held in the trust account (the "Trust Account") established in connection with Pinnacle's initial public offering (the "IPO"). As of March 31, 2025, the Trust Account held approximately $312,600,000, or approximately $10.42 per share (based on 30,000,000 outstanding Class A ordinary shares).
In order to exercise your redemption rights, you must:
(a) submit a written request to Pinnacle's transfer agent that Pinnacle redeem your Class A ordinary shares for cash;
(b) identify yourself as the beneficial owner of the shares to be redeemed and provide your legal name, phone number and address; and
(c) deliver your Class A ordinary shares (physically or electronically through the Depository Trust Company) to Pinnacle's transfer agent no later than [●] business days prior to the Extraordinary General Meeting.
If you exercise your redemption rights, you will be exchanging your Class A ordinary shares for cash and will no longer own those shares following the consummation of the Business Combination. You will be entitled to receive cash equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Pinnacle, divided by the number of then-outstanding Class A ordinary shares. Holders of Pinnacle's Class B ordinary shares (i.e., the Founder Shares held by the Sponsor) do not have redemption rights.
Q: What is the PIPE Investment?
A: In connection with the execution of the Business Combination Agreement, Pinnacle entered into subscription agreements (collectively, the "PIPE Subscription Agreements") with certain institutional investors (the "PIPE Investors"), pursuant to which the PIPE Investors have committed to subscribe for and purchase an aggregate of 15,000,000 shares of common stock of the Combined Company 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 commitments are as follows:
The closing of the PIPE Investment is conditioned upon and will occur concurrently with the closing of the Business Combination. The PIPE Subscription Agreements provide that the obligations of the PIPE Investors to consummate their respective purchases are subject to customary conditions, including that all conditions to the closing of the Business Combination have been satisfied or waived and that no amendment, modification or waiver of the Business Combination Agreement has occurred that is materially adverse to the PIPE Investors.
Q: What is the Backstop arrangement?
A: In connection with the Business Combination, Pinnacle entered into a Non-Redemption/Backstop Agreement (the "Backstop Agreement") with Velthryn Strategic Investments, LP, managed by Richard Tsai ("Velthryn"). Pursuant to the Backstop Agreement, Velthryn has committed to purchase from holders who have elected to redeem their Class A ordinary shares up to 5,000,000 shares at a price of $10.25 per share, for an aggregate maximum purchase obligation of $51,250,000. As consideration for its backstop commitment, Velthryn is entitled to receive incentive shares equal to 10% of the number of backstop shares actually purchased by Velthryn (up to a maximum of 500,000 incentive shares). The incentive shares will be newly issued shares of common stock of the Combined Company and will be delivered to Velthryn at the closing of the Business Combination.
Q: What is the Minimum Cash Condition?
A: The closing of the Business Combination is subject to the satisfaction (or waiver) of a minimum cash condition (the "Minimum Cash Condition"), which requires that the Combined Company have at least $200,000,000 of "Available Cash" at the closing of the Business Combination. "Available Cash" is defined in the Business Combination Agreement as the sum of (i) the aggregate amount of cash held in the Trust Account after giving effect to the completion of any redemptions of Class A ordinary shares by public shareholders, plus (ii) the aggregate gross proceeds received from the PIPE Investment, plus (iii) the aggregate gross proceeds received pursuant to the Backstop Agreement, less (iv) aggregate transaction expenses actually paid or payable at the closing.
The following table illustrates the Available Cash under certain redemption scenarios:
As shown in the table above, in the no-redemption scenario, the Minimum Cash Condition would be satisfied with approximately $420,600,000 of Available Cash. In a maximum-redemption scenario where all 30,000,000 public shares are redeemed and Velthryn purchases the maximum 5,000,000 backstop shares, the Minimum Cash Condition would not be satisfied (Available Cash of approximately $159,250,000 would fall short of the $200,000,000 threshold). However, the Minimum Cash Condition is expected to be satisfied in the event that total redemptions do not exceed approximately 25,000,000 shares (approximately 83.3% of the outstanding public shares) and the backstop is fully utilized, in which case Available Cash would be approximately $215,600,000.
Q: When is the Business Combination expected to close?
A: The Business Combination is expected to close on or about July 21, 2025, subject to the satisfaction or waiver of all closing conditions, including the receipt of Pinnacle shareholder approval at the Extraordinary General Meeting, the effectiveness of this Registration Statement, Nasdaq listing approval for the Combined Company's common stock, and the satisfaction of the Minimum Cash Condition. The "Outside Date" by which the Business Combination must be completed is October 14, 2025, provided that if the sole outstanding condition as of such date relates to regulatory or SEC-related matters, the Outside Date may be extended automatically to January 14, 2026.
There can be no assurance that the Business Combination will be consummated by the projected closing date or at all.
Q: What will the combined company be called and where will it trade?
A: Upon the consummation of the Business Combination and the Domestication, Pinnacle Growth Acquisition Corp. will change its name to "Skybridge Fintech Holdings, Inc." The Combined Company's shares of common stock are expected to be listed and traded on Nasdaq under the ticker symbol "SBFT."
SUMMARY OF THE PROXY STATEMENT / PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the Annexes, and the other documents to which this proxy statement/prospectus refers, before voting. For definitions of certain terms used in this proxy statement/prospectus, see "About This Proxy Statement/Prospectus — Use of Defined Terms."
The Parties.
Pinnacle Growth Acquisition Corp. Pinnacle Growth Acquisition Corp. is a Cayman Islands exempted company that was formed as a blank-check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Pinnacle completed its IPO on October 17, 2023, raising aggregate gross proceeds of $300,000,000 through the sale of 30,000,000 Class A ordinary shares at a price of $10.00 per share (including 3,913,043 Class A ordinary shares sold pursuant to the partial exercise of the over-allotment option, the proceeds from which were also deposited in the Trust Account). Pinnacle's Class A ordinary shares, units, and warrants are listed on Nasdaq under the symbols "PGAC," "PGACU," and "PGACW," respectively. The Trust Account, which holds the proceeds from the IPO and the private placement warrants (net of amounts released for working capital and taxes), is maintained at Glenridge National Bank, N.A., located at 60 Wall Street, New York, New York 10005. As of March 31, 2025, the Trust Account held approximately $312,600,000 (approximately $10.42 per share).
Pinnacle's principal executive offices are located at 590 Madison Avenue, 28th Floor, New York, New York 10022, and its telephone number is (212) 555-0190. Its registered office in the Cayman Islands is c/o Harborstone Corporate Services Ltd., 4th Floor, Windward House, George Town, Grand Cayman KY1-1104. Pinnacle's U.S. Employer Identification Number is 88-3654921.
Pinnacle's management team consists of Jonathan Mercer, who serves as Chief Executive Officer and Chairman of the Board, and Elaine Stratford, who serves as Chief Financial Officer. Pinnacle's board of directors also includes three independent directors: Robert Yamamoto, Catherine Leclaire, and David Nguyễn.
Pinnacle Merger Sub Inc. Pinnacle Merger Sub Inc. is a Delaware corporation and a direct, wholly owned subsidiary of Pinnacle formed solely for the purpose of facilitating the forward triangular merger contemplated by the Business Combination Agreement. Merger Sub has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. At the Merger Effective Time, Merger Sub will merge with and into Skybridge, with Skybridge surviving the merger as a wholly owned subsidiary of the domesticated Pinnacle (Skybridge Fintech Holdings, Inc.).
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 software-as-a-service ("SaaS") platform that serves mid-market financial institutions and neobanks. Skybridge's platform enables its customers to manage complex payment routing across multiple processors, integrate embedded finance capabilities (including lending-as-a-service, card issuance and account management) through a suite of APIs, and leverage advanced analytics and compliance tools to optimize their payment operations.
Founded by Priya Chandrasekaran, who serves as Skybridge's Chief Executive Officer, Skybridge has grown to approximately 340 employees as of April 14, 2025. Skybridge's principal executive offices are located at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801, and it maintains an engineering office at 450 Folsom Street, 7th Floor, San Francisco, California 94105. Skybridge's U.S. Employer Identification Number is 83-2471560.
For the fiscal year ended December 31, 2024, Skybridge reported revenue of $87,300,000, annual recurring revenue ("ARR") of $94,600,000 as of December 31, 2024, and EBITDA of $14,100,000. For the fiscal year ended December 31, 2023, Skybridge reported revenue of $61,800,000 and EBITDA of $6,200,000, representing revenue growth of approximately 41.3% year-over-year and significant improvement in EBITDA margins.
Skybridge's management team includes Priya Chandrasekaran (Founder and Chief Executive Officer), Marcus Ellingham (Chief Financial Officer), Teresa Okafor (General Counsel) and Daniel Hsiao (Chief Technology Officer). Skybridge's key shareholders include Harborview Partners (approximately 38.2%), Atlas Horizon Ventures Fund II, LP (approximately 22.7%), founder and management (approximately 31.4%), and other employees and option holders (approximately 7.7%).
Ridgeway Capital Holdings LLC (the "Sponsor"). Ridgeway Capital Holdings LLC is a Delaware limited liability company controlled by Jonathan Mercer, the Chief Executive Officer and Chairman of Pinnacle. The Sponsor holds 7,500,000 Class B ordinary shares of Pinnacle (the "Founder Shares"), which were acquired for nominal consideration and which will convert on a one-for-one basis into shares of common stock of the domesticated entity in connection with the Domestication, subject to the forfeiture of 500,000 Founder Shares at the closing of the Business Combination and the forfeiture of an additional 500,000 Founder Shares if redemptions exceed 75% of the outstanding public shares. The Sponsor also holds 8,000,000 private placement warrants (the "Private Placement Warrants"), which were purchased at a price of $1.50 per warrant for an aggregate purchase price of $12,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share (or one share of common stock of the domesticated entity following the Domestication) at an exercise price of $11.50 per share. The Sponsor's U.S. Employer Identification Number is 87-1093847.
The Business Combination
Pursuant to the Business Combination Agreement, the Business Combination will be consummated through the following steps:
1. Domestication. Immediately prior to the Merger Effective Time, Pinnacle will deregister as a Cayman Islands exempted company and domesticate as a Delaware corporation under Section 388 of the DGCL, and will change its name to "Skybridge Fintech Holdings, Inc."
2. Merger. At the Merger Effective Time, Merger Sub will merge with and into Skybridge, with Skybridge surviving the merger as a wholly owned subsidiary of Skybridge Fintech Holdings, Inc.
3. Merger Consideration. At the Merger Effective Time, each outstanding share of common stock of Skybridge will be cancelled and converted into the right to receive a number of shares of common stock of the Combined Company equal to such holder's pro rata portion of the aggregate merger consideration of 45,000,000 shares, based on a per-share value of $10.00, implying an enterprise value of $450,000,000.
4. Earnout. In addition to the merger consideration, the former shareholders of Skybridge will be entitled to receive up to 5,000,000 additional earnout shares, issuable in two equal tranches based on the achievement of certain VWAP targets following the closing.
5. Post-Closing Governance. Following the closing, the Combined Company will be governed by its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and its common stock will be listed on Nasdaq under the ticker symbol "SBFT."
The PIPE Investment
Concurrent with the execution of the Business Combination Agreement, Pinnacle entered into PIPE Subscription Agreements with four institutional investors committing to purchase an aggregate of 15,000,000 shares of common stock of the Combined Company at $10.00 per share for aggregate gross proceeds of $150,000,000. The PIPE Investment will close concurrently with the closing of the Business Combination and is conditioned upon the closing of the Business Combination. The PIPE Investors consist of Hargrove Institutional Partners, LP ($60,000,000), Stonewall Global Equity Fund ($40,000,000), Meridian Crossover Fund III, LP ($25,000,000), and Canfield Asset Management, LLC ($25,000,000).
The Backstop Arrangement
Pinnacle has entered into the Backstop Agreement with Velthryn Strategic Investments, LP, pursuant to which Velthryn has committed to purchase up to 5,000,000 shares from redeeming public shareholders at a price of $10.25 per share, for a maximum backstop commitment of $51,250,000. As incentive compensation, Velthryn will receive newly issued shares of common stock of the Combined Company equal to 10% of the number of backstop shares actually purchased, up to a maximum of 500,000 incentive shares.
Transaction Timeline. The following summarizes the key dates in connection with the Business Combination:
Selected Financial Data
The following table presents selected financial data for Skybridge for the periods indicated:
As of March 31, 2025, the Trust Account held approximately $312,600,000.
The implied valuation multiples at the agreed-upon enterprise value of $450,000,000 are as follows:
• EV / FY 2024 Revenue: approximately 5.15×
• EV / FY 2024 ARR: approximately 4.76×
Pro Forma Ownership
The following tables set forth the expected pro forma ownership of the Combined Company under two illustrative scenarios, assuming no exercise of outstanding warrants and excluding up to 5,000,000 earnout shares:
No-Redemption Scenario:
Maximum-Redemption Scenario (with full Backstop):
Note: The foregoing tables exclude 10,000,000 public warrants and 8,000,000 Private Placement Warrants (each exercisable at $11.50 per share) and up to 5,000,000 earnout shares. If all warrants were exercised for cash, the Combined Company would receive aggregate gross proceeds of $207,000,000 and there would be an additional 18,000,000 shares of common stock outstanding, which would result in dilution to all shareholders.
RISK FACTORS
An investment in the Combined Company involves a high degree of risk. You should carefully consider the following risk factors, together with all of the other information contained in this proxy statement/prospectus, including the financial statements and the related notes thereto, before deciding how to vote on the Proposals presented at the Extraordinary General Meeting. The occurrence of one or more of the events or circumstances described in any of the following risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, and prospects of the Combined Company, in which event the market price of the Combined Company's securities could decline, and you could lose all or part of your investment. The risks described below are not the only risks facing the Combined Company. Additional risks and uncertainties not currently known to Pinnacle or Skybridge, or that Pinnacle or Skybridge currently deem to be immaterial, may also materially adversely affect the business, financial condition, results of operations, or prospects of the Combined Company.
Risks Related to the Business Combination
The Business Combination may not be completed by the Outside Date, and failure to consummate the Business Combination could have material adverse consequences.
The Business Combination is subject to numerous closing conditions, including the effectiveness of this Registration Statement, Pinnacle shareholder approval, the satisfaction of the Minimum Cash Condition, Nasdaq listing approval, the absence of a material adverse effect on Skybridge, and other customary closing conditions. There can be no assurance that all of these conditions will be satisfied or waived in a timely manner or at all. If the Business Combination is not consummated by the Outside Date of October 14, 2025 (which may be extended to January 14, 2026 if the sole outstanding condition is regulatory or SEC-related), either party may terminate the Business Combination Agreement. If the Business Combination is not consummated, Pinnacle will be required to extend the period in which it must complete a business combination or wind up its affairs and dissolve. In such event, the public shareholders' only recourse would be to redeem their shares for a pro rata portion of the Trust Account, and the Sponsor's Founder Shares and Private Placement Warrants would be worthless.
High redemption levels could reduce available cash and dilute post-closing ownership.
Public shareholders of Pinnacle have the right to redeem their Class A ordinary shares for a pro rata portion of the Trust Account in connection with the Business Combination. If a significant number of public shareholders exercise their redemption rights, the amount of cash available to the Combined Company following the closing of the Business Combination will be substantially reduced, which could adversely affect the Combined Company's ability to execute its business plan, fund growth initiatives, and meet its ongoing obligations. Moreover, if redemptions are excessive, the remaining public shareholders will hold a smaller percentage of the outstanding shares of the Combined Company, resulting in greater dilution.
The Minimum Cash Condition of $200,000,000 may not be satisfied if redemptions are excessive and the Backstop is insufficient.
The closing of the Business Combination is conditioned on the Combined Company having at least $200,000,000 of Available Cash at closing. If public shareholders redeem a sufficiently large number of shares such that the aggregate of Trust proceeds (net of redemptions), PIPE proceeds, and backstop proceeds, less transaction expenses, falls below $200,000,000, the Minimum Cash Condition will not be satisfied, and the Business Combination will not be consummated (unless such condition is waived by the parties). As described above, in an extreme scenario where all 30,000,000 public shares are redeemed and Velthryn purchases the maximum 5,000,000 backstop shares, Available Cash would be approximately $159,250,000, which is below the Minimum Cash Condition threshold. The parties could agree to waive the Minimum Cash Condition, but there can be no assurance that they would do so.
The PIPE Investors may fail to fund their commitments at closing.
The PIPE Investors have committed to purchase an aggregate of 15,000,000 shares at $10.00 per share for aggregate gross proceeds of $150,000,000. However, there can be no assurance that the PIPE Investors will fulfill their obligations under the PIPE Subscription Agreements. The PIPE Subscription Agreements are not secured by any collateral and are not subject to any penalties for non-performance beyond the loss of the right to purchase shares. If one or more PIPE Investors fails to fund its commitment, the aggregate amount of PIPE proceeds will be reduced, which could cause the Minimum Cash Condition to not be satisfied and could impair the Combined Company's liquidity.
Velthryn's backstop obligation is limited to $51,250,000 and may not fully offset redemptions.
Velthryn has committed to purchase up to 5,000,000 shares from redeeming shareholders at $10.25 per share, for a maximum purchase obligation of $51,250,000. This backstop commitment, while meaningful, may not be sufficient to offset high levels of redemptions. If redemptions substantially exceed the amount that can be absorbed by the backstop, the Combined Company may have insufficient cash at closing or may fail to satisfy the Minimum Cash Condition.
The Sponsor and Pinnacle's directors and officers have conflicts of interest that may influence their decision to recommend the Business Combination.