sec-comment-letter-response-draft.docx

1009-00003 · Client 1009 · SEC Filings & Proxy

sec-comment-letter-response-draft.docx DOCUMENT M&A / Corporate

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

May 28, 2025

VIA EDGAR

Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Attention: Ms. Karen Whitmore

Mr. Thomas Reinhardt

Re: Pinnacle Growth Acquisition Corp. Registration Statement on Form S-4 Filed April 28, 2025 File No. 333-294817 CIK No. 0001948372

Dear Ms. Whitmore and Mr. Reinhardt:

On behalf of Pinnacle Growth Acquisition Corp. ("Pinnacle," "PGAC," or the "Company"), a Cayman Islands exempted company, we are writing to respond to the comment letter of the staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission"), dated May 19, 2025 (the "Comment Letter"), relating to the above-referenced Registration Statement on Form S-4 (the "Registration Statement"), which was filed with the Commission on April 28, 2025.

The Registration Statement relates to the proposed business combination (the "Business Combination") between Pinnacle and Skybridge Fintech Ltd. ("Skybridge"), a Delaware corporation, pursuant to the Business Combination Agreement, dated as of April 14, 2025 (the "BCA"), by and among Pinnacle, Pinnacle Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge. Pursuant to the BCA, among other things, Merger Sub will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the combined company, which will be renamed Skybridge Fintech Holdings, Inc.

Concurrently with this letter, the Company is filing Amendment No. 1 to the Registration Statement ("Amendment No. 1") with the Commission via EDGAR. Amendment No. 1 reflects the responses set forth herein and includes certain updated information, including revised financial disclosures and updated risk factors.

For the convenience of the Staff, each of the Staff's comments from the Comment Letter is reproduced below in *bold and italicized* text, followed by the Company's response. Unless otherwise indicated, all page references in the responses below are to the marked pages of Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement, as amended.

Calderwood & Harkness LLP serves as counsel to Skybridge in connection with the Business Combination. Ashland Burke & Thayer LLP serves as counsel to Pinnacle. This letter is being submitted jointly on behalf of both Pinnacle and Skybridge, and has been prepared in coordination between James Prentice of Calderwood & Harkness LLP and William Ashford of Ashland Burke & Thayer LLP. All responses set forth herein have been reviewed and approved by both parties and their respective counsel.

Comment 1 — Cover Page / Summary of the Proxy Statement/Prospectus

*The Staff notes that the cover page and summary sections of the proxy statement/prospectus do not include sufficient disclosure regarding the sources and uses of funds in connection with the proposed transaction. Please revise to include a clear and prominent tabular presentation showing (a) the anticipated trust account balance (approximately $312.6 million as of March 31, 2025), (b) the total PIPE commitments ($150,000,000), (c) the backstop arrangement with Velthryn Strategic Investments, LP (up to $51,250,000), (d) estimated total transaction expenses ($42,000,000), and (e) the payoff of the existing Velthorn Commerce Bank, N.A. credit facility ($18,500,000). In addition, please present total available cash under both a no-redemption scenario and a maximum-redemption scenario, and explain how the minimum cash condition of $200,000,000 is satisfied in each case.*

Response:

The Company acknowledges the Staff's comment and has revised the cover page and the "Summary of the Proxy Statement/Prospectus" section in Amendment No. 1 to include enhanced disclosure regarding the sources and uses of funds in connection with the Business Combination. Specifically, the Company has added a prominent tabular presentation showing total sources and uses under both (a) a no-redemption scenario and (b) a maximum-redemption scenario, as described in further detail below.

In the no-redemption scenario, the Company assumes that none of the 30,000,000 Class A ordinary shares issued in Pinnacle's initial public offering (the "Public Shares") are redeemed by public shareholders in connection with the Business Combination. In the maximum-redemption scenario, the Company assumes that 25,000,000 of the 30,000,000 Public Shares (approximately 83.3%) are redeemed, which represents the maximum level of redemptions at which the minimum cash condition would still be satisfied, after giving effect to the backstop arrangement with Velthryn Strategic Investments, LP ("Velthryn"). The Company believes that the maximum-redemption scenario as presented reflects the most adverse redemption level at which the Business Combination could be consummated without waiver of the minimum cash condition.

The revised sources and uses table is summarized below for the Staff's reference:

Sources of Funds

Uses of Funds

Available Cash (Net of Transaction Expenses and Velthorn Payoff)

In both scenarios, the Available Cash exceeds the $200,000,000 minimum cash condition set forth in Section 7.03(d) of the BCA.

The revised disclosure further clarifies that the minimum cash condition is defined in the BCA as the aggregate amount of (i) cash held in the trust account, net of all redemptions by Public Shareholders, plus (ii) the aggregate proceeds from the PIPE Subscription Agreements, plus (iii) the aggregate proceeds from the Non-Redemption/Backstop Agreement with Velthryn, less (iv) the aggregate amount of all Transaction Expenses payable at or prior to the closing of the Business Combination.

The Company has also added cross-references from the cover page and summary to the more detailed discussion of sources and uses in the "Sources and Uses of Funds" section beginning on page [] of Amendment No. 1 and to the unaudited pro forma condensed combined financial information beginning on page [] of Amendment No. 1.

See revised pages [] through [] of Amendment No. 1.

Comment 2 — Risk Factors: Redemption Risk and Dilution

*Please revise the risk factor section to include additional disclosure addressing the potential for high levels of redemptions by public shareholders, the resulting dilutive impact on non-redeeming shareholders, and the specific economic terms of the backstop arrangement with Velthryn Strategic Investments, LP, including the 10% incentive share component. We note that the existing risk factors do not adequately quantify the range of dilution scenarios or explain the backstop incentive mechanism. Please provide quantified ownership tables under both no-redemption and maximum-redemption scenarios to enable investors to understand the potential dilutive effects.*

Response:

The Company acknowledges the Staff's comment and has revised and expanded the risk factor disclosure in Amendment No. 1 to address more specifically the risks associated with high levels of redemptions, the resulting dilutive impact on non-redeeming shareholders, and the specific economic terms of the backstop arrangement with Velthryn.

In particular, the Company has added the following new and revised risk factors:

First, the Company has added a new risk factor titled "High levels of redemptions by our public shareholders will significantly reduce the cash available to the combined company and increase dilution to remaining shareholders." This risk factor includes a quantified pro forma ownership table under both the no-redemption and maximum-redemption scenarios, reproduced below for the Staff's convenience:

No-Redemption Pro Forma Ownership (Assuming 0 Redemptions)

Maximum-Redemption Pro Forma Ownership (Assuming 25,000,000 Redemptions)

Both tables set forth above exclude (i) 10,000,000 public warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share, (ii) 8,000,000 private placement warrants held by the Sponsor, each exercisable for one share of common stock at an exercise price of $11.50 per share, and (iii) up to 5,000,000 earnout shares that may be issued to former Skybridge stockholders upon achievement of specified stock price milestones, as described elsewhere in the proxy statement/prospectus. If all such warrants were exercised and all earnout shares were issued, total shares outstanding would be 120,000,000 and 100,000,000 in the no-redemption and maximum-redemption scenarios, respectively, and the ownership percentages of each group would be further diluted accordingly.

The revised risk factor explains that, under the backstop arrangement, Velthryn Strategic Investments, LP is entitled to receive incentive shares equal to 10% of the backstop shares actually purchased by Velthryn from redeeming shareholders. At maximum backstop deployment of 5,000,000 shares, this would result in the issuance of 500,000 additional shares of common stock to Velthryn at no additional cost, creating incremental dilution to all other shareholders of the combined company. The risk factor further explains that Velthryn's effective cost basis for its shares (including incentive shares) at maximum deployment would be approximately $9.32 per share ($51,250,000 ÷ 5,500,000 shares), which is below the $10.00 per share IPO price paid by public shareholders, and that this price differential creates a different economic position for Velthryn relative to other shareholders.

Second, the Company has added additional disclosure within the risk factor section addressing the Sponsor's 7,500,000 Class B ordinary shares (the "Founder Shares"), which were acquired by Ridgeway Capital Holdings LLC for nominal consideration of approximately $25,000 (or approximately $0.003 per share). As described in the revised risk factor, the Founder Shares convert on a one-for-one basis into Class A common stock of the combined company at the time of the Business Combination. Because the Sponsor acquired the Founder Shares at a significantly lower effective cost per share than the $10.00 per share price paid by public shareholders in Pinnacle's initial public offering, the Sponsor has a materially different economic incentive with respect to the consummation of the Business Combination than public shareholders. Even if the trading price of the combined company's common stock were to decline substantially below $10.00 per share after the closing, the Sponsor would still realize a positive return on its investment in the Founder Shares, whereas public shareholders who invested at the IPO price would realize a loss. This divergence in economic incentives is an important consideration for shareholders in evaluating whether to redeem their shares or to approve the Business Combination.

See revised pages [] through [] of Amendment No. 1.

Comment 3 — Risk Factors: Conflicts of Interest

*Please revise the risk factor disclosure to provide enhanced disclosure of the actual and potential conflicts of interest of Pinnacle's officers and directors, including Jonathan Mercer's dual role as Chief Executive Officer and Chairman of Pinnacle and Managing Member of Ridgeway Capital Holdings LLC (the Sponsor). In particular, please quantify the aggregate investment made by the Sponsor ($12,000,000 for private placement warrants at $1.50 per warrant, plus nominal consideration for 7,500,000 founder shares) and explain the value at risk to the Sponsor if no business combination is completed versus the value of the Sponsor's holdings upon completion of the Business Combination at the current implied share price. We also request that you disclose the financial incentives the Sponsor has to complete a business combination regardless of whether it may be favorable to public shareholders.*

Response:

The Company acknowledges the Staff's comment and has enhanced the risk factor disclosure and the "Certain Relationships and Related Party Transactions" section in Amendment No. 1 to address more specifically the actual and potential conflicts of interest of Pinnacle's officers, directors, and the Sponsor.

The revised disclosure now includes the following quantified information regarding the Sponsor's investment and economic interests:

Sponsor Aggregate Investment:

• 8,000,000 private placement warrants purchased at $1.50 per warrant = $12,000,000

• 7,500,000 Founder Shares (Class B ordinary shares) acquired for nominal consideration of approximately $25,000

• Total Sponsor Investment: approximately $12,025,000

Value at Risk if No Business Combination is Consummated:

The revised disclosure now explains that, if Pinnacle does not consummate a business combination by the Outside Date (currently October 14, 2025, which may be extended to January 14, 2026, upon election by Pinnacle's board of directors and deposit of additional funds into the trust account), Pinnacle will be required to wind up its affairs and liquidate in accordance with its amended and restated memorandum and articles of association. In that event, the Founder Shares would become worthless, as Class B ordinary shares are not entitled to any distributions from the trust account, and the private placement warrants would similarly expire worthless. Accordingly, the Sponsor would lose its entire investment of approximately $12,025,000.

Value of Sponsor Holdings upon Consummation of the Business Combination:

Conversely, if the Business Combination is consummated, the Sponsor's 7,000,000 Class A common shares (after giving effect to the forfeiture of 500,000 Founder Shares pursuant to the Sponsor Support Agreement, assuming redemptions do not exceed 75% of Public Shares) would have a market value of approximately $70,000,000 at a price of $10.00 per share. In the maximum-redemption scenario, after an additional forfeiture of 500,000 shares (resulting in 6,500,000 net shares), the Sponsor's shares would have a market value of approximately $65,000,000 at $10.00 per share. In addition, the 8,000,000 private placement warrants would have value to the extent that the combined company's common stock trades above the $11.50 per share exercise price. The revised disclosure notes that, at any positive premium above $11.50 per share, the private placement warrants would also be "in the money," generating additional value for the Sponsor.

The revised disclosure explicitly states that these financial interests may have influenced the evaluation and approval of the Business Combination by Pinnacle's board of directors. The disclosure further notes that because the Sponsor stands to realize a significant gain from the consummation of any business combination (and would lose its entire investment if no business combination is consummated), the Sponsor, its affiliates, and the officers and directors of Pinnacle who have economic interests in the Sponsor have financial incentives to complete a business combination that are different from, and in certain respects more favorable than, the incentives of Pinnacle's public shareholders.

The revised disclosure also identifies the following specific individuals and their respective roles:

• Jonathan Mercer serves as Chief Executive Officer and Chairman of the Board of Pinnacle, and is the Managing Member and the controlling equity holder of Ridgeway Capital Holdings LLC, the Sponsor. Mr. Mercer has a direct and indirect financial interest in the Sponsor's investment in Pinnacle.

• Elaine Stratford serves as Chief Financial Officer of Pinnacle and holds a minority membership interest in the Sponsor, representing a carried interest.

• Robert Yamamoto, Catherine Leclaire, and David Nguyễn serve as independent directors of Pinnacle. These independent directors do not hold any direct or indirect economic interest in the Sponsor. The independent directors reviewed and approved the Business Combination, including the terms of the BCA and all ancillary agreements, at a meeting of the board of directors held on April 13, 2025, at which the independent directors voted unanimously in favor of the transaction. The Pinnacle board determined that Messrs. Yamamoto and Nguyễn and Ms. Leclaire are "independent" for purposes of applicable Nasdaq listing rules and the rules and regulations of the Commission.

See revised pages [] through [] of Amendment No. 1.

Comment 4 — Unaudited Pro Forma Condensed Combined Financial Information

*Please revise the unaudited pro forma condensed combined financial information to (a) present adjustments in separate columns for the domestication of Pinnacle from the Cayman Islands to Delaware and the merger/business combination; (b) clearly distinguish between transaction accounting adjustments and autonomous entity adjustments, as applicable; (c) include pro forma adjustments for the payoff of the Velthorn Commerce Bank, N.A. revolving credit facility ($18,500,000 outstanding balance under the Credit Agreement dated March 22, 2023); and (d) present both no-redemption and maximum-redemption scenarios. In addition, please include footnote disclosure of the earnout arrangement, including the share price thresholds and vesting conditions, and its potential dilutive impact.*

Response:

The Company acknowledges the Staff's comment and has substantially revised the unaudited pro forma condensed combined financial information in Amendment No. 1 to address each of the Staff's requests.

The pro forma condensed combined balance sheet and pro forma condensed combined statement of operations are now presented with separate adjustment columns as follows:

(i) Domestication Adjustments. These adjustments reflect the reclassification of Pinnacle's Class A ordinary shares subject to possible redemption from temporary equity to permanent equity upon the domestication of Pinnacle from the Cayman Islands to the State of Delaware, as well as the conversion of the 7,500,000 Class B ordinary shares of Pinnacle into shares of Class A common stock of the domesticated entity on a one-for-one basis. The domestication is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

(ii) Business Combination Adjustments. These adjustments reflect the consummation of the merger of Merger Sub with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the combined company. The specific transaction accounting adjustments include:

• Issuance of 45,000,000 shares of common stock of the combined company to former Skybridge stockholders as merger consideration, at an implied value of $10.00 per share (aggregate consideration of $450,000,000);

• Elimination of Skybridge's historical equity;

• Funding of the PIPE in the aggregate amount of $150,000,000 through the issuance of 15,000,000 shares at $10.00 per share;

• Accrual and/or payment of aggregate transaction expenses of $42,000,000, including the payment of the deferred underwriting fee of $10,500,000 to Pemberton Zanthor & Co., which was deferred from Pinnacle's initial public offering;

• Repayment in full of the Velthorn Commerce Bank, N.A. revolving credit facility ($18,500,000 outstanding balance as of April 14, 2025, under the Credit Agreement dated March 22, 2023, as amended by the First Amendment dated September 15, 2023, and the Second Amendment dated February 28, 2024, among Skybridge, as borrower, and Velthorn Commerce Bank, N.A., as administrative agent and lender);

• Forfeiture by the Sponsor of 500,000 Class B ordinary shares of Pinnacle (or, in the maximum-redemption scenario, an additional 500,000 shares, for a total forfeiture of 1,000,000 shares) pursuant to the Sponsor Support Agreement; and

• In the maximum-redemption scenario, the issuance of 5,000,000 backstop shares and 500,000 incentive shares to Velthryn.

(iii) Autonomous Entity Adjustments. The Company has determined that no autonomous entity adjustments are required in the pro forma financial information. Both Pinnacle and Skybridge have historically operated as standalone entities, and no incremental costs or revenues arising solely from the separation of a business from a larger entity are applicable.

The pro forma financial information is now presented in dual scenarios: Scenario A (no redemptions), with 97,000,000 total shares outstanding following the Business Combination, and Scenario B (maximum redemptions with backstop), with 77,000,000 total shares outstanding following the Business Combination. In Scenario B, the pro forma balance sheet and income statement include separate line items for Velthryn's 5,000,000 backstop shares and 500,000 incentive shares. Pro forma basic and diluted earnings (loss) per share are presented for each scenario.

The following footnote disclosures have been added to the pro forma financial statements:

(a) Earnout Shares. Up to 5,000,000 additional shares of common stock of the combined company may be issued to former Skybridge stockholders pursuant to the Earnout Agreement, in two tranches:

• Tranche 1: 2,500,000 earnout shares will be issued if the volume-weighted average price ("VWAP") of the combined company's common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days during the 24-month period following the closing; and

• Tranche 2: 2,500,000 earnout shares will be issued if the VWAP of the combined company's common stock equals or exceeds $15.00 per share for any 20 trading days within a period of 30 consecutive trading days during the 36-month period following the closing.

The earnout shares are excluded from the pro forma share count in both Scenario A and Scenario B because the applicable vesting conditions have not been satisfied as of the date of the pro forma financial statements. If all 5,000,000 earnout shares were issued and outstanding, total pro forma shares outstanding would be 102,000,000 in Scenario A and 82,000,000 in Scenario B, and each shareholder group's pro forma ownership percentage would be diluted accordingly.

(b) Warrants. The pro forma financial statements exclude (i) 10,000,000 public warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share, and (ii) 8,000,000 private placement warrants held by the Sponsor, each exercisable for one share of common stock at an exercise price of $11.50 per share. These warrants are excluded from the pro forma share count because their inclusion would be anti-dilutive, given that the assumed share price of $10.00 per share is below the $11.50 per share exercise price. However, the warrants are disclosed for informational purposes, and their potential dilutive impact is disclosed in a sensitivity table showing pro forma ownership at various assumed stock prices.

(c) Velthorn Commerce Revolving Credit Facility. The Velthorn Commerce Bank, N.A. revolving credit facility has a total commitment of $25,000,000, of which $18,500,000 was outstanding as of April 14, 2025 (the date of the BCA). Interest accrues on outstanding borrowings at a rate equal to the Secured Overnight Financing Rate (SOFR) plus a spread of 2.75% per annum. The pro forma balance sheet reflects the repayment in full of the $18,500,000 outstanding balance from trust proceeds at the closing of the Business Combination, and the corresponding elimination of the revolving credit facility liability and accrued interest. The credit facility will be terminated at closing in accordance with the BCA.

The Skybridge historical financial data included in the pro forma financial information has been sourced from the audited consolidated financial statements of Skybridge for the fiscal year ended December 31, 2024 (revenue of $87,300,000; EBITDA of $14,100,000) and the fiscal year ended December 31, 2023 (revenue of $61,800,000; EBITDA of $6,200,000), which were audited by Graystone Thornton LLP (engagement partner: Helen Marchetti). The Pinnacle historical financial data has been sourced from the audited financial statements of Pinnacle for the fiscal year ended December 31, 2024, and the period from inception (March 1, 2023) through December 31, 2023, which were audited by Brindoval Tarvick LLP (engagement partner: Samuel Norris).

See revised pages [] through [] of Amendment No. 1.

Comment 5 — Background of the Business Combination

*Please revise the "Background of the Business Combination" section to provide more detailed chronological disclosure of the events leading to the execution of the Business Combination Agreement, including (a) when and how Pinnacle first identified Skybridge as a potential target; (b) the roles of Whitfield Royce & Co. (Skybridge's financial advisor) and Pemberton Zanthor & Co. (Pinnacle's underwriter/placement agent) in the process; (c) the timeline and key terms of the Letter of Intent executed February 3, 2025; (d) the scope and duration of the due diligence process (February 10 – March 28, 2025); (e) the PIPE marketing process commenced March 14, 2025; and (f) the material negotiations leading to execution of the BCA on April 14, 2025. Please also describe any material negotiation points and how they were resolved.*

Response:

The Company acknowledges the Staff's comment and has substantially expanded the "Background of the Business Combination" section in Amendment No. 1 to provide a detailed chronological narrative of the events leading to the negotiation, execution, and announcement of the BCA. The revised disclosure includes the following key dates and events:

October 2024 – December 2024: Target Search Process. Following the completion of its initial public offering on October 14, 2023, Pinnacle, led by Jonathan Mercer (CEO and Chairman) and Elaine Stratford (CFO), evaluated a range of potential business combination targets. During this period, Pinnacle's management and board of directors, together with Pemberton Zanthor & Co. (Pinnacle's underwriter and placement agent in the IPO), reviewed over 75 potential acquisition opportunities in the technology, financial technology, and software-as-a-service sectors. Pinnacle engaged in preliminary discussions or signed non-disclosure agreements with approximately 12 potential targets during this period.

Early January 2025: Identification of Skybridge. In early January 2025, Rebecca Solano, Managing Director, SPAC Origination at Pemberton Zanthor & Co., introduced Pinnacle's management team to Skybridge Fintech Ltd. as a potential business combination target. Skybridge was identified as a compelling opportunity based on its position in the cloud-based payment orchestration market, its strong revenue growth trajectory (FY 2023 revenue of $61.8 million growing to an expected FY 2024 revenue of approximately $87.3 million), and its attractive customer base of mid-market financial institutions and neobanks. Pinnacle's management team and board of directors determined that Skybridge warranted further evaluation.

January 9, 2025: Skybridge Retains Legal Counsel. Skybridge retained Calderwood & Harkness LLP (James Prentice, Partner, and Sandra Tung, Counsel) as its legal counsel in connection with the potential business combination.

January 13, 2025: Pinnacle Retains Legal Counsel. Pinnacle retained Ashland Burke & Thayer LLP (William Ashford, Partner, and Jennifer Kwan, Counsel) as its legal counsel in connection with the potential business combination.

January 15, 2025: Skybridge Retains Financial Advisor. Skybridge retained Whitfield Royce & Co. (Gregory Fenton, Managing Director) as its exclusive financial advisor in connection with the potential business combination. Whitfield Royce was retained to provide advisory services, including rendering a fairness opinion to the board of directors of Skybridge.

January 22, 2025: Mutual NDA Executed. A mutual non-disclosure agreement was executed between Skybridge and Pinnacle, permitting the exchange of confidential information for purposes of evaluating the proposed transaction.

January 23 – January 31, 2025: Preliminary Due Diligence and Management Meetings. Following execution of the NDA, Pinnacle's management team, together with advisors from Pemberton Zanthor & Co. and Ashland Burke & Thayer LLP, conducted preliminary due diligence on Skybridge, including a review of financial statements, commercial metrics, and product capabilities. Skybridge's management team, led by Priya Chandrasekaran (CEO) and Marcus Ellingham (CFO), held introductory management presentations for Pinnacle's team on January 24 and January 28, 2025, at Skybridge's headquarters in Wilmington, Delaware.

February 3, 2025: Letter of Intent Executed. A non-binding Letter of Intent (the "LOI") was executed between Pinnacle and Skybridge, reflecting the parties' preliminary agreement on the key terms of the proposed business combination, including: (i) an implied enterprise value for Skybridge of approximately $450,000,000; (ii) a stock-for-stock merger structure, with Skybridge stockholders receiving shares of the combined company; (iii) a contemplated PIPE financing of not less than $100,000,000; (iv) customary exclusivity and no-shop provisions; and (v) a target signing date of April 2025. The LOI was negotiated between James Prentice (Calderwood & Harkness LLP) and William Ashford (Ashland Burke & Thayer LLP), in consultation with the respective management teams and financial advisors.

February 10 – March 28, 2025: Comprehensive Due Diligence. Following execution of the LOI, both parties and their respective advisors conducted comprehensive due diligence over a period of approximately seven weeks. The scope of diligence included:

• Financial Diligence: Coordinated by Whitfield Royce & Co. (Gregory Fenton) on behalf of Skybridge and by Pemberton Zanthor & Co. on behalf of Pinnacle. Financial diligence covered Skybridge's historical financial statements (FY 2023 and FY 2024), revenue composition (subscription vs. transaction-based), annual recurring revenue (ARR), customer cohort analysis, churn rates, unit economics, and working capital trends.

• Legal Diligence: Conducted by Ashland Burke & Thayer LLP (William Ashford, Jennifer Kwan) for Pinnacle and Calderwood & Harkness LLP (James Prentice, Sandra Tung, Naomi Petersen) for Skybridge. Legal diligence covered corporate organization and capitalization, material contracts (including commercial agreements with Skybridge's top 20 customers), intellectual property, employment matters, litigation history, regulatory compliance, and insurance.

• Tax Diligence: Led by Cedarhurst Advisory Group LLC (Martin Cho) as tax advisor to Skybridge and by Leonard Cross (Calderwood & Harkness LLP, Tax) as tax counsel. Tax diligence focused on federal, state, and local tax compliance, net operating loss carryforwards, Section 382 limitations, transfer pricing, and the tax structure of the proposed transaction (including the domestication and the merger).

• Regulatory Diligence: Calderwood & Harkness LLP and Ashland Burke & Thayer LLP conducted joint diligence on Skybridge's regulatory profile, including state money transmitter licenses, payment processor registrations, BSA/AML compliance programs, and data privacy frameworks.

• Insurance Diligence: The parties engaged insurance broker Kensington Marsh & Partners LLP to evaluate Skybridge's existing insurance programs and to obtain a representation and warranty insurance policy quotation from Clarendon Mutual Underwriters, Ltd.

March 14, 2025: PIPE Marketing Commenced. Pemberton Zanthor & Co. commenced the marketing of the PIPE financing to a group of pre-screened institutional investors. The PIPE was marketed on the basis of a confidential information memorandum prepared by Skybridge's management and reviewed by Calderwood & Harkness LLP. Initial indications of interest were received from approximately eight potential investors, with aggregate interest exceeding $200,000,000.

March 20, 2025: Backstop Discussions Initiated. In light of elevated redemption rates in recent de-SPAC transactions, Pinnacle's management and Pemberton Zanthor & Co. initiated discussions with Velthryn Strategic Investments, LP (Richard Tsai, Managing Director) regarding a potential non-redemption/backstop arrangement. These discussions ran in parallel with the PIPE marketing process.

March 28, 2025: PIPE Commitments Finalized; Due Diligence Substantially Completed. PIPE commitments were finalized at $150,000,000 from four investors: 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). Due diligence was substantially completed as of this date, and no material issues were identified that would have caused either party to reconsider the transaction.

March 31 – April 6, 2025: Negotiation of Definitive Agreements. During this period, counsel for both parties negotiated the definitive terms of the BCA and the ancillary agreements. Material negotiation points and their resolution included:

• Earnout Structure and Thresholds: Skybridge's stockholders initially proposed a single-tranche earnout with a lower VWAP threshold; Pinnacle proposed a two-tranche structure with higher thresholds. The parties agreed to a two-tranche structure: Tranche 1 (2,500,000 shares at VWAP ≥ $12.50) and Tranche 2 (2,500,000 shares at VWAP ≥ $15.00).

• Sponsor Forfeiture Terms: The parties negotiated the number of Founder Shares to be forfeited by the Sponsor, ultimately agreeing to a forfeiture of 500,000 shares at closing, with an additional forfeiture of 500,000 shares if redemptions exceeded 75% of Public Shares.

• Minimum Cash Condition: Skybridge initially proposed a minimum cash condition of $250,000,000; Pinnacle proposed $175,000,000. The parties agreed to $200,000,000.

• Indemnification Cap and Basket: The parties agreed to an indemnification cap of $45,000,000 (10% of deal value) and a deductible basket of $4,500,000 (1% of deal value), with R&W insurance serving as the exclusive post-closing remedy for breaches of representations and warranties (other than in cases of fraud).

• No-Shop Provision and Fiduciary Out: The BCA includes a customary no-shop provision restricting Skybridge from soliciting or engaging in discussions regarding alternative transactions. The no-shop provision is subject to a fiduciary out permitting Skybridge's board of directors to consider an unsolicited superior proposal, subject to a 5-business-day match right in favor of Pinnacle. Pinnacle is entitled to a termination fee of $13,500,000 (3% of deal value) if the BCA is terminated under certain circumstances, including in connection with Skybridge's exercise of its fiduciary out.

• Outside Date: The parties agreed to an Outside Date of October 14, 2025, extendable to January 14, 2026, upon mutual agreement of the parties.

April 7, 2025: Final BCA and Ancillary Documents Circulated. Final execution drafts of the BCA and all ancillary agreements were circulated to the boards of directors of Pinnacle and Skybridge for review and approval.

April 13, 2025: Board Approvals. The boards of directors of both Pinnacle and Skybridge held separate meetings to consider and approve the BCA and the transactions contemplated thereby. Pinnacle's independent directors (Robert Yamamoto, Catherine Leclaire, and David Nguyễn) voted unanimously to approve the BCA, the Business Combination, and the other transactions contemplated by the BCA. The board of directors of Skybridge, after receiving the fairness opinion of Whitfield Royce & Co., voted unanimously to approve the BCA and to recommend that Skybridge's stockholders approve the merger.

April 14, 2025: Execution and Announcement. The BCA was executed by all parties. A Current Report on Form 8-K was filed with the Commission and announced publicly on Nasdaq (ticker: PGAC). Concurrently with the execution of the BCA, the following ancillary agreements were executed: (i) the PIPE Subscription Agreements, (ii) the Sponsor Support Agreement, (iii) the Company Stockholder Support Agreement, (iv) the Lock-Up Agreement, (v) the Non-Redemption/Backstop Agreement with Velthryn Strategic Investments, LP, (vi) the Earnout Agreement, and (vii) the Registration Rights Agreement.

See revised pages [] through [] of Amendment No. 1.

Comment 6 — Fairness Opinion / Board Recommendation

*Please revise the disclosure regarding the fairness opinion delivered by Whitfield Royce & Co. to the board of directors of Skybridge to include (a) a description of the material financial analyses performed by Whitfield Royce, (b) the valuation multiples utilized in each analysis (including the implied EV/Revenue and EV/ARR multiples), and (c) any material assumptions, limitations, or qualifications upon which the fairness opinion is based. In addition, please provide additional disclosure regarding the Pinnacle board's reasons for approving the Business Combination and whether the Pinnacle board considered any reports, opinions, or appraisals in connection with its evaluation of the transaction.*

Response:

The Company acknowledges the Staff's comment and has expanded the disclosure regarding the Whitfield Royce & Co. fairness opinion in the "Opinion of Skybridge's Financial Advisor" section of Amendment No. 1, as well as the disclosure regarding the Pinnacle board's reasons for approving the Business Combination.

Fairness Opinion of Whitfield Royce & Co.

The revised disclosure now includes a summary of each of the material financial analyses performed by Whitfield Royce & Co. in connection with rendering its fairness opinion, dated April 13, 2025, to the board of directors of Skybridge:

(a) Comparable Company Analysis. Whitfield Royce analyzed certain publicly available financial information for a group of publicly traded fintech and payments SaaS companies that Whitfield Royce considered generally relevant for comparison purposes. The selected comparable companies included publicly traded companies operating in the cloud-based payments, payment orchestration, and embedded finance sectors. Whitfield Royce calculated, among other things, enterprise value as a multiple of last twelve months ("LTM") revenue, enterprise value as a multiple of next twelve months ("NTM") estimated revenue, enterprise value as a multiple of annual recurring revenue ("ARR"), and enterprise value as a multiple of LTM EBITDA. The comparable company analysis indicated a range of implied enterprise values for Skybridge of approximately $348 million to $524 million, with a median implied value of approximately $436 million. The implied enterprise value of the Business Combination of approximately $450 million fell within this range.

(b) Precedent Transaction Analysis. Whitfield Royce analyzed selected precedent transactions involving companies in the payments, fintech, and embedded finance sectors, including both de-SPAC transactions and private-market M&A transactions consummated between 2022 and 2025. Whitfield Royce calculated, among other things, the implied EV/Revenue multiples and EV/ARR multiples for each selected transaction. The precedent transaction analysis indicated a range of implied enterprise values for Skybridge of approximately $392 million to $567 million, with a median implied value of approximately $479 million. The implied enterprise value of the Business Combination of approximately $450 million fell within this range.

(c) discounted Cash Flow Analysis. Whitfield Royce performed a discounted cash flow analysis of Skybridge based on the financial projections prepared by Skybridge's management team and reviewed by Whitfield Royce. The discounted cash flow analysis was based on a five-year projection period (fiscal years 2025 through 2029), utilizing a weighted average cost of capital range of 12.0% to 14.5% and a terminal value calculated using an exit multiple range of 4.0× to 6.0× NTM revenue. The discounted cash flow analysis indicated a range of implied enterprise values for Skybridge of approximately $410 million to $520 million. The implied enterprise value of the Business Combination of approximately $450 million fell within this range.

The revised disclosure also includes the following key implied multiples of the Business Combination, based on the agreed-upon implied enterprise value of $450,000,000:

• EV / FY 2024 Revenue: approximately 5.15× ($450,000,000 ÷ $87,300,000)

• EV / FY 2024 ARR: approximately 4.76× ($450,000,000 ÷ $94,600,000)

• EV / FY 2024 EBITDA: approximately 31.9× ($450,000,000 ÷ $14,100,000)

The revised disclosure states that, based upon and subject to the assumptions, qualifications, and limitations set forth in its written opinion and in the presentation materials delivered to Skybridge's board of directors, Whitfield Royce concluded that, as of April 14, 2025, the merger consideration to be received by the holders of Skybridge common stock in the Business Combination was fair, from a financial point of view, to such holders. The revised disclosure further states that the Whitfield Royce opinion was provided for the information and benefit of the board of directors of Skybridge in its evaluation of the Business Combination and did not constitute a recommendation to any stockholder of Skybridge or any shareholder of Pinnacle as to how such stockholder or shareholder should vote or act with respect to any matter relating to the Business Combination.

The revised disclosure identifies the following material assumptions, limitations, and qualifications of the Whitfield Royce opinion: (i) Whitfield Royce relied on the accuracy and completeness of the financial and other information provided to it by Skybridge and Pinnacle without independent verification; (ii) Whitfield Royce did not make any independent evaluation or appraisal of the assets or liabilities of Skybridge or Pinnacle; (iii) the opinion was based on economic, market, and other conditions as of the date of the opinion and did not address the fairness of the merger consideration at any other time; (iv) the opinion did not address the relative merits of the Business Combination compared to any alternative business strategies or transactions; and (v) the opinion did not address the fairness of the Business Combination to the holders of Pinnacle's securities.

Pinnacle Board Reasons for Approving the Business Combination

The revised disclosure also provides enhanced information regarding the reasons for the Pinnacle board of directors' approval of the Business Combination. In reaching its decision to approve the BCA, the Pinnacle board considered, among other factors:

• Skybridge's strong and accelerating revenue growth trajectory, with FY 2023 revenue of $61,800,000 growing to FY 2024 revenue of $87,300,000, representing year-over-year growth of approximately 41%;

• Skybridge's ARR of approximately $94,600,000, indicating continued forward momentum;

• The large and growing market opportunity for cloud-based payment orchestration and embedded finance solutions, particularly among mid-market financial institutions and neobanks;

• Skybridge's approximately 340-person workforce, including a dedicated engineering team at its San Francisco engineering office;

• The quality and experience of Skybridge's management team, led by Priya Chandrasekaran (CEO and founder) and Marcus Ellingham (CFO);

• Skybridge's competitive position, including its proprietary technology platform, established customer relationships, and multi-rail payment routing capabilities;

• The terms and conditions of the BCA, including the implied enterprise value of approximately $450,000,000 and the stock-for-stock merger consideration structure;

• The PIPE financing commitments of $150,000,000 and the backstop arrangement with Velthryn, which together provide a high degree of transaction certainty; and

• The results of Pinnacle's due diligence review of Skybridge's business, financial, legal, tax, and regulatory profile.

The Pinnacle board did not receive a separate fairness opinion from a financial advisor but considered the analyses prepared by Pemberton Zanthor & Co. in connection with its underwriting and placement agent engagement. The Pinnacle board also considered the potential conflicts of interest described elsewhere in the proxy statement/prospectus.

See revised pages [] through [] of Amendment No. 1.

Comment 7 — Business of Skybridge Fintech Ltd.

*Please revise the "Business of Skybridge" section to include enhanced disclosure regarding (a) a more detailed description of the payment orchestration and embedded-finance SaaS platform, including its key features and functionality; (b) discussion of the competitive landscape and Skybridge's competitive advantages; (c) customer concentration data and key customer relationships; (d) revenue composition, including the breakdown between subscription and transaction-based revenue; (e) information regarding Skybridge's two principal offices (Wilmington, DE headquarters and San Francisco, CA engineering office); and (f) the regulatory environment in which Skybridge operates, including money transmission, payment processor registrations, and data privacy requirements.*

Response:

The Company acknowledges the Staff's comment and has expanded the "Business of Skybridge" section in Amendment No. 1 to provide more comprehensive disclosure of Skybridge's business, technology platform, competitive position, customers, revenue model, offices, and regulatory environment.

Company Overview and History

Skybridge Fintech Ltd. was incorporated in the State of Delaware on June 15, 2018, and was founded by Priya Chandrasekaran, who continues to serve as Skybridge's Chief Executive Officer. As of the date of the BCA, Skybridge employed approximately 340 persons, including approximately 165 engineers and product development professionals, 75 sales and marketing professionals, 60 customer success and operations professionals, and 40 general and administrative personnel.

Skybridge maintains its principal executive offices at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801. Skybridge's engineering office is located at 450 Folsom Street, 7th Floor, San Francisco, California 94105. The Wilmington office serves as the company's corporate headquarters, housing executive management, finance, legal, sales, and customer success functions. The San Francisco engineering office houses the majority of Skybridge's engineering and product development teams and serves as the company's center for technology development and innovation.

Financial Overview

For the fiscal year ended December 31, 2024, Skybridge reported revenue of $87,300,000 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. Skybridge's annual recurring revenue (ARR) was approximately $94,600,000 as of December 31, 2024. Skybridge's financial statements for FY 2024 and FY 2023 have been audited by Graystone Thornton LLP, 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606 (engagement partner: Helen Marchetti).

Ownership Structure (Pre-Transaction)

The revised disclosure identifies the key shareholders of Skybridge immediately prior to the Business Combination:

Management Team

The revised disclosure identifies the following members of Skybridge's management team:

• Priya Chandrasekaran — Chief Executive Officer and Founder. Ms. Chandrasekaran founded Skybridge in 2018 and has served as CEO since inception. Prior to founding Skybridge, Ms. Chandrasekaran served in product management and engineering leadership roles at two publicly traded financial technology companies.

• Marcus Ellingham — Chief Financial Officer. Mr. Ellingham joined Skybridge in 2021 and has served as CFO since that time. Mr. Ellingham has over 15 years of experience in financial management, including prior roles at a Big Four accounting firm and a publicly traded SaaS company.

• Teresa Okafor — General Counsel and Corporate Secretary. Ms. Okafor joined Skybridge in 2022 and oversees all legal, compliance, and regulatory matters. Ms. Okafor previously practiced at an AmLaw 100 law firm focused on fintech regulatory matters.

• Daniel Hsiao — Chief Technology Officer. Mr. Hsiao joined Skybridge in 2019 and leads the company's engineering and product development organization from the San Francisco engineering office. Mr. Hsiao has over 20 years of experience in payments technology and distributed systems architecture.

Description of the Payment Orchestration and Embedded Finance SaaS Platform

The revised disclosure provides an enhanced description of Skybridge's cloud-based payment orchestration platform. Skybridge's platform enables mid-market financial institutions, neobanks, and other financial services companies to manage and orchestrate complex, multi-rail payment flows through a single, unified API-based interface. The platform supports real-time payment routing across multiple rails (including ACH, wire transfers, real-time payments, card networks, and international payment networks), embedded finance integrations (such as embedded lending, account verification, and treasury management), and real-time transaction monitoring and analytics. The platform is built on a microservices architecture, deployed on major public cloud infrastructure, and designed for high availability, horizontal scalability, and regulatory compliance.

Competitive Landscape and Competitive Advantages

The revised disclosure describes the competitive landscape in which Skybridge operates, including competition from incumbent payment processors, emerging payment orchestration platforms, and in-house solutions developed by larger financial institutions. Skybridge's competitive advantages include its purpose-built multi-rail orchestration engine, its deep integration capabilities with core banking and financial infrastructure systems, its focus on mid-market financial institutions and neobanks (a market segment underserved by larger payment processors), and its recurring revenue model with high gross margins and low customer churn.

Customer Concentration and Key Customer Relationships

The revised disclosure provides customer concentration data. As of December 31, 2024, no single customer accounted for more than 9% of Skybridge's total revenue. Skybridge's top 10 customers collectively accounted for approximately 47% of total revenue for FY 2024. The revised disclosure notes that Skybridge maintains long-term contractual relationships with its customers, with a weighted average remaining contract term of approximately 2.8 years as of December 31, 2024.

Revenue Composition

The revised disclosure provides a breakdown of Skybridge's revenue by type. For FY 2024, approximately 68% of Skybridge's revenue was derived from recurring subscription fees (charged on a per-customer, per-module basis), and approximately 32% was derived from transaction-based fees (charged as a per-transaction or per-API-call fee). The Company has also disclosed that Skybridge's gross margin for FY 2024 was approximately 72%.

Regulatory Environment

The revised disclosure provides enhanced information regarding the regulatory environment in which Skybridge operates, including the following:

• State Money Transmitter Licensing. Skybridge holds money transmitter licenses in 42 states and the District of Columbia, as required by applicable state laws and regulations. Skybridge is also licensed or registered in certain other jurisdictions where it operates. The acquisition and maintenance of these licenses requires ongoing compliance with state regulatory requirements, including minimum net worth, bonding, and reporting obligations.

• Payment Processor Registrations. Skybridge is registered as a payment processor with the major card networks and maintains relevant registrations and certifications as required by its processing partners and acquiring banks.

• BSA/AML Compliance. Skybridge maintains a comprehensive Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") compliance program, including a written BSA/AML policy, a designated BSA compliance officer, a suspicious activity monitoring system, customer due diligence and Know Your Customer ("KYC") procedures, and regular employee training. Skybridge's BSA/AML program is subject to periodic independent audits by a qualified third-party firm.

• Data Privacy. Skybridge processes personal and financial data on behalf of its customers and their end-users, and is subject to various federal and state data privacy laws and regulations, including the Gramm-Leach-Bliley Act ("GLBA"), the California Consumer Privacy Act ("CCPA"), and applicable data breach notification laws. Skybridge maintains a data privacy and information security program, including encryption, access controls, and incident response procedures, and undergoes annual SOC 2 Type II audits conducted by an independent auditor.

See revised pages [] through [] of Amendment No. 1.

Comment 8 — Description of Material Agreements

*Please revise the description of material agreements entered into in connection with the Business Combination to include more detailed summaries of all material terms, conditions, and counterparties for each of the following agreements: (a) the PIPE Subscription Agreements (identifying each investor and its commitment amount); (b) the Non-Redemption/Backstop Agreement with Velthryn Strategic Investments, LP; (c) the Sponsor Support Agreement; (d) the Lock-Up Agreement; (e) the Earnout Agreement; and (f) the Registration Rights Agreement. In addition, please disclose any additional ancillary agreements, including the Company Stockholder Support Agreement, that are material to an understanding of the transaction.*

Response:

The Company acknowledges the Staff's comment and has revised and expanded the descriptions of each ancillary agreement in Amendment No. 1 as follows:

PIPE Subscription Agreements

The revised disclosure now identifies each PIPE investor and its commitment amount:

All shares are to be issued at a price of $10.00 per share. The closing of the PIPE is conditioned on the simultaneous closing of the Business Combination. The PIPE investors do not have redemption rights with respect to the shares purchased in the PIPE. Each PIPE Subscription Agreement contains customary representations and warranties of the applicable investor (including accredited investor status and investment intent), customary conditions to closing (including the simultaneous consummation of the Business Combination and the absence of any material adverse effect on the combined company), and customary indemnification provisions. The PIPE Subscription Agreements were entered into as of April 14, 2025 and will be filed as exhibits to the Registration Statement.

Non-Redemption/Backstop Agreement

The revised disclosure now provides a detailed summary of the Non-Redemption/Backstop Agreement, dated as of April 14, 2025, between Pinnacle and Velthryn Strategic Investments, LP ("Velthryn"). Richard Tsai, Managing Director, executed the agreement on behalf of Velthryn. Under the terms of the agreement, Velthryn has committed to purchase up to 5,000,000 Class A ordinary shares of Pinnacle from Public Shareholders who would otherwise have submitted their shares for redemption, at a price of $10.25 per share (the "Backstop Price"), for an aggregate maximum commitment of $51,250,000. Velthryn's obligation to purchase backstop shares is conditioned on (i) the closing of the Business Combination, (ii) the backstop shares being needed to satisfy the minimum cash condition, and (iii) the availability of redeeming shareholders willing to sell their shares to Velthryn at the Backstop Price.

In consideration for Velthryn's backstop commitment, Velthryn will receive additional shares of common stock of the combined company (the "Incentive Shares") equal to 10% of the number of backstop shares actually purchased by Velthryn. At maximum backstop deployment of 5,000,000 shares, the Incentive Shares would total 500,000 additional shares, issued at no additional cost to Velthryn. The effective cost basis for Velthryn's total share position (backstop shares plus Incentive Shares) at maximum deployment would be approximately $9.32 per share ($51,250,000 ÷ 5,500,000 total shares). The Incentive Shares are subject to a 90-day lock-up following the closing.

Sponsor Support Agreement

The revised disclosure provides a detailed summary of the Sponsor Support Agreement, dated as of April 14, 2025, among Pinnacle, Skybridge, and Ridgeway Capital Holdings LLC (the "Sponsor"). Under the Sponsor Support Agreement, the Sponsor has agreed to:

• Vote all 7,500,000 of its Class B ordinary shares of Pinnacle in favor of the Business Combination Proposal, the Domestication Proposal, and all other proposals submitted to Pinnacle's shareholders in connection with the Business Combination;

• Waive any anti-dilution protections or adjustments otherwise applicable to the Class B ordinary shares pursuant to Pinnacle's amended and restated memorandum and articles of association;

• Forfeit 500,000 Class B ordinary shares at the closing of the Business Combination (in all scenarios), and forfeit an additional 500,000 Class B ordinary shares if redemptions by Public Shareholders exceed 75% of the total Public Shares (resulting in a maximum total forfeiture of 1,000,000 shares);

• Subject the Sponsor's remaining Class A common shares (converted from Class B ordinary shares at the domestication) to a 12-month lock-up period following the closing of the Business Combination; and

• Subject the Sponsor's 8,000,000 private placement warrants to a 30-day lock-up period following the closing of the Business Combination.

The Sponsor Support Agreement also contains customary representations and warranties of the Sponsor and customary covenants restricting the Sponsor from transferring its Pinnacle securities during the period between the date of the agreement and the closing of the Business Combination.

Company Stockholder Support Agreement

The revised disclosure provides a summary of the Company Stockholder Support Agreement, dated as of April 14, 2025, among Pinnacle, Skybridge, and the following Skybridge stockholders: Harborview Partners, Atlas Horizon Ventures Fund II, LP, and Priya Chandrasekaran (collectively, the "Supporting Stockholders"). The Supporting Stockholders, who collectively hold approximately 92.3% of the outstanding shares of Skybridge common stock on a fully diluted basis, have agreed to (i) deliver irrevocable written consents in favor of the approval and adoption of the BCA and the merger, (ii) not transfer any of their Skybridge shares during the period between the date of the agreement and the closing, and (iii) support the Business Combination and take all actions reasonably necessary to consummate the transactions contemplated by the BCA.

Lock-Up Agreement

The revised disclosure provides a detailed summary of the Lock-Up Agreement, dated as of April 14, 2025. The following Skybridge insiders are subject to a 180-day lock-up period following the closing of the Business Combination, during which they may not sell, transfer, pledge, or otherwise dispose of any shares of common stock of the combined company: Priya Chandrasekaran, Marcus Ellingham, Teresa Okafor, Daniel Hsiao, Harborview Partners, and Atlas Horizon Ventures Fund II, LP. The Sponsor is subject to a 12-month lock-up on its Founder Shares (as converted into Class A common stock), as described above. The Lock-Up Agreement contains customary early-release triggers, including (i) if the closing price of the combined company's common stock equals or exceeds $12.00 per share for any 20 trad

CALDERWOOD & HARKNESS LLP 125 Broad Street, 40th Floor New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
May 28, 2025
VIA EDGAR
Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Attention: Ms. Karen Whitmore
Mr. Thomas Reinhardt
Re: Pinnacle Growth Acquisition Corp. Registration Statement on Form S-4 Filed April 28, 2025 File No. 333-294817 CIK No. 0001948372
Dear Ms. Whitmore and Mr. Reinhardt:
On behalf of Pinnacle Growth Acquisition Corp. ("Pinnacle," "PGAC," or the "Company"), a Cayman Islands exempted company, we are writing to respond to the comment letter of the staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission"), dated May 19, 2025 (the "Comment Letter"), relating to the above-referenced Registration Statement on Form S-4 (the "Registration Statement"), which was filed with the Commission on April 28, 2025.
The Registration Statement relates to the proposed business combination (the "Business Combination") between Pinnacle and Skybridge Fintech Ltd. ("Skybridge"), a Delaware corporation, pursuant to the Business Combination Agreement, dated as of April 14, 2025 (the "BCA"), by and among Pinnacle, Pinnacle Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge. Pursuant to the BCA, among other things, Merger Sub will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the combined company, which will be renamed Skybridge Fintech Holdings, Inc.
Concurrently with this letter, the Company is filing Amendment No. 1 to the Registration Statement ("Amendment No. 1") with the Commission via EDGAR. Amendment No. 1 reflects the responses set forth herein and includes certain updated information, including revised financial disclosures and updated risk factors.
For the convenience of the Staff, each of the Staff's comments from the Comment Letter is reproduced below in *bold and italicized* text, followed by the Company's response. Unless otherwise indicated, all page references in the responses below are to the marked pages of Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement, as amended.
Calderwood & Harkness LLP serves as counsel to Skybridge in connection with the Business Combination. Ashland Burke & Thayer LLP serves as counsel to Pinnacle. This letter is being submitted jointly on behalf of both Pinnacle and Skybridge, and has been prepared in coordination between James Prentice of Calderwood & Harkness LLP and William Ashford of Ashland Burke & Thayer LLP. All responses set forth herein have been reviewed and approved by both parties and their respective counsel.
Comment 1 — Cover Page / Summary of the Proxy Statement/Prospectus
*The Staff notes that the cover page and summary sections of the proxy statement/prospectus do not include sufficient disclosure regarding the sources and uses of funds in connection with the proposed transaction. Please revise to include a clear and prominent tabular presentation showing (a) the anticipated trust account balance (approximately $312.6 million as of March 31, 2025), (b) the total PIPE commitments ($150,000,000), (c) the backstop arrangement with Velthryn Strategic Investments, LP (up to $51,250,000), (d) estimated total transaction expenses ($42,000,000), and (e) the payoff of the existing Velthorn Commerce Bank, N.A. credit facility ($18,500,000). In addition, please present total available cash under both a no-redemption scenario and a maximum-redemption scenario, and explain how the minimum cash condition of $200,000,000 is satisfied in each case.*
Response:
The Company acknowledges the Staff's comment and has revised the cover page and the "Summary of the Proxy Statement/Prospectus" section in Amendment No. 1 to include enhanced disclosure regarding the sources and uses of funds in connection with the Business Combination. Specifically, the Company has added a prominent tabular presentation showing total sources and uses under both (a) a no-redemption scenario and (b) a maximum-redemption scenario, as described in further detail below.
In the no-redemption scenario, the Company assumes that none of the 30,000,000 Class A ordinary shares issued in Pinnacle's initial public offering (the "Public Shares") are redeemed by public shareholders in connection with the Business Combination. In the maximum-redemption scenario, the Company assumes that 25,000,000 of the 30,000,000 Public Shares (approximately 83.3%) are redeemed, which represents the maximum level of redemptions at which the minimum cash condition would still be satisfied, after giving effect to the backstop arrangement with Velthryn Strategic Investments, LP ("Velthryn"). The Company believes that the maximum-redemption scenario as presented reflects the most adverse redemption level at which the Business Combination could be consummated without waiver of the minimum cash condition.
The revised sources and uses table is summarized below for the Staff's reference:
Sources of Funds
Uses of Funds
Available Cash (Net of Transaction Expenses and Velthorn Payoff)
In both scenarios, the Available Cash exceeds the $200,000,000 minimum cash condition set forth in Section 7.03(d) of the BCA.
The revised disclosure further clarifies that the minimum cash condition is defined in the BCA as the aggregate amount of (i) cash held in the trust account, net of all redemptions by Public Shareholders, plus (ii) the aggregate proceeds from the PIPE Subscription Agreements, plus (iii) the aggregate proceeds from the Non-Redemption/Backstop Agreement with Velthryn, less (iv) the aggregate amount of all Transaction Expenses payable at or prior to the closing of the Business Combination.
The Company has also added cross-references from the cover page and summary to the more detailed discussion of sources and uses in the "Sources and Uses of Funds" section beginning on page [] of Amendment No. 1 and to the unaudited pro forma condensed combined financial information beginning on page [] of Amendment No. 1.
See revised pages [] through [] of Amendment No. 1.
Comment 2 — Risk Factors: Redemption Risk and Dilution
*Please revise the risk factor section to include additional disclosure addressing the potential for high levels of redemptions by public shareholders, the resulting dilutive impact on non-redeeming shareholders, and the specific economic terms of the backstop arrangement with Velthryn Strategic Investments, LP, including the 10% incentive share component. We note that the existing risk factors do not adequately quantify the range of dilution scenarios or explain the backstop incentive mechanism. Please provide quantified ownership tables under both no-redemption and maximum-redemption scenarios to enable investors to understand the potential dilutive effects.*
Response:
The Company acknowledges the Staff's comment and has revised and expanded the risk factor disclosure in Amendment No. 1 to address more specifically the risks associated with high levels of redemptions, the resulting dilutive impact on non-redeeming shareholders, and the specific economic terms of the backstop arrangement with Velthryn.
In particular, the Company has added the following new and revised risk factors:
First, the Company has added a new risk factor titled "High levels of redemptions by our public shareholders will significantly reduce the cash available to the combined company and increase dilution to remaining shareholders." This risk factor includes a quantified pro forma ownership table under both the no-redemption and maximum-redemption scenarios, reproduced below for the Staff's convenience:
No-Redemption Pro Forma Ownership (Assuming 0 Redemptions)
Maximum-Redemption Pro Forma Ownership (Assuming 25,000,000 Redemptions)
Both tables set forth above exclude (i) 10,000,000 public warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share, (ii) 8,000,000 private placement warrants held by the Sponsor, each exercisable for one share of common stock at an exercise price of $11.50 per share, and (iii) up to 5,000,000 earnout shares that may be issued to former Skybridge stockholders upon achievement of specified stock price milestones, as described elsewhere in the proxy statement/prospectus. If all such warrants were exercised and all earnout shares were issued, total shares outstanding would be 120,000,000 and 100,000,000 in the no-redemption and maximum-redemption scenarios, respectively, and the ownership percentages of each group would be further diluted accordingly.
The revised risk factor explains that, under the backstop arrangement, Velthryn Strategic Investments, LP is entitled to receive incentive shares equal to 10% of the backstop shares actually purchased by Velthryn from redeeming shareholders. At maximum backstop deployment of 5,000,000 shares, this would result in the issuance of 500,000 additional shares of common stock to Velthryn at no additional cost, creating incremental dilution to all other shareholders of the combined company. The risk factor further explains that Velthryn's effective cost basis for its shares (including incentive shares) at maximum deployment would be approximately $9.32 per share ($51,250,000 ÷ 5,500,000 shares), which is below the $10.00 per share IPO price paid by public shareholders, and that this price differential creates a different economic position for Velthryn relative to other shareholders.
Second, the Company has added additional disclosure within the risk factor section addressing the Sponsor's 7,500,000 Class B ordinary shares (the "Founder Shares"), which were acquired by Ridgeway Capital Holdings LLC for nominal consideration of approximately $25,000 (or approximately $0.003 per share). As described in the revised risk factor, the Founder Shares convert on a one-for-one basis into Class A common stock of the combined company at the time of the Business Combination. Because the Sponsor acquired the Founder Shares at a significantly lower effective cost per share than the $10.00 per share price paid by public shareholders in Pinnacle's initial public offering, the Sponsor has a materially different economic incentive with respect to the consummation of the Business Combination than public shareholders. Even if the trading price of the combined company's common stock were to decline substantially below $10.00 per share after the closing, the Sponsor would still realize a positive return on its investment in the Founder Shares, whereas public shareholders who invested at the IPO price would realize a loss. This divergence in economic incentives is an important consideration for shareholders in evaluating whether to redeem their shares or to approve the Business Combination.
See revised pages [] through [] of Amendment No. 1.
Comment 3 — Risk Factors: Conflicts of Interest
*Please revise the risk factor disclosure to provide enhanced disclosure of the actual and potential conflicts of interest of Pinnacle's officers and directors, including Jonathan Mercer's dual role as Chief Executive Officer and Chairman of Pinnacle and Managing Member of Ridgeway Capital Holdings LLC (the Sponsor). In particular, please quantify the aggregate investment made by the Sponsor ($12,000,000 for private placement warrants at $1.50 per warrant, plus nominal consideration for 7,500,000 founder shares) and explain the value at risk to the Sponsor if no business combination is completed versus the value of the Sponsor's holdings upon completion of the Business Combination at the current implied share price. We also request that you disclose the financial incentives the Sponsor has to complete a business combination regardless of whether it may be favorable to public shareholders.*
Response:
The Company acknowledges the Staff's comment and has enhanced the risk factor disclosure and the "Certain Relationships and Related Party Transactions" section in Amendment No. 1 to address more specifically the actual and potential conflicts of interest of Pinnacle's officers, directors, and the Sponsor.
The revised disclosure now includes the following quantified information regarding the Sponsor's investment and economic interests:
Sponsor Aggregate Investment:
• 8,000,000 private placement warrants purchased at $1.50 per warrant = $12,000,000
• 7,500,000 Founder Shares (Class B ordinary shares) acquired for nominal consideration of approximately $25,000
• Total Sponsor Investment: approximately $12,025,000
Value at Risk if No Business Combination is Consummated:
The revised disclosure now explains that, if Pinnacle does not consummate a business combination by the Outside Date (currently October 14, 2025, which may be extended to January 14, 2026, upon election by Pinnacle's board of directors and deposit of additional funds into the trust account), Pinnacle will be required to wind up its affairs and liquidate in accordance with its amended and restated memorandum and articles of association. In that event, the Founder Shares would become worthless, as Class B ordinary shares are not entitled to any distributions from the trust account, and the private placement warrants would similarly expire worthless. Accordingly, the Sponsor would lose its entire investment of approximately $12,025,000.
Value of Sponsor Holdings upon Consummation of the Business Combination:
Conversely, if the Business Combination is consummated, the Sponsor's 7,000,000 Class A common shares (after giving effect to the forfeiture of 500,000 Founder Shares pursuant to the Sponsor Support Agreement, assuming redemptions do not exceed 75% of Public Shares) would have a market value of approximately $70,000,000 at a price of $10.00 per share. In the maximum-redemption scenario, after an additional forfeiture of 500,000 shares (resulting in 6,500,000 net shares), the Sponsor's shares would have a market value of approximately $65,000,000 at $10.00 per share. In addition, the 8,000,000 private placement warrants would have value to the extent that the combined company's common stock trades above the $11.50 per share exercise price. The revised disclosure notes that, at any positive premium above $11.50 per share, the private placement warrants would also be "in the money," generating additional value for the Sponsor.
The revised disclosure explicitly states that these financial interests may have influenced the evaluation and approval of the Business Combination by Pinnacle's board of directors. The disclosure further notes that because the Sponsor stands to realize a significant gain from the consummation of any business combination (and would lose its entire investment if no business combination is consummated), the Sponsor, its affiliates, and the officers and directors of Pinnacle who have economic interests in the Sponsor have financial incentives to complete a business combination that are different from, and in certain respects more favorable than, the incentives of Pinnacle's public shareholders.
The revised disclosure also identifies the following specific individuals and their respective roles:
• Jonathan Mercer serves as Chief Executive Officer and Chairman of the Board of Pinnacle, and is the Managing Member and the controlling equity holder of Ridgeway Capital Holdings LLC, the Sponsor. Mr. Mercer has a direct and indirect financial interest in the Sponsor's investment in Pinnacle.
• Elaine Stratford serves as Chief Financial Officer of Pinnacle and holds a minority membership interest in the Sponsor, representing a carried interest.
• Robert Yamamoto, Catherine Leclaire, and David Nguyễn serve as independent directors of Pinnacle. These independent directors do not hold any direct or indirect economic interest in the Sponsor. The independent directors reviewed and approved the Business Combination, including the terms of the BCA and all ancillary agreements, at a meeting of the board of directors held on April 13, 2025, at which the independent directors voted unanimously in favor of the transaction. The Pinnacle board determined that Messrs. Yamamoto and Nguyễn and Ms. Leclaire are "independent" for purposes of applicable Nasdaq listing rules and the rules and regulations of the Commission.
See revised pages [] through [] of Amendment No. 1.
Comment 4 — Unaudited Pro Forma Condensed Combined Financial Information
*Please revise the unaudited pro forma condensed combined financial information to (a) present adjustments in separate columns for the domestication of Pinnacle from the Cayman Islands to Delaware and the merger/business combination; (b) clearly distinguish between transaction accounting adjustments and autonomous entity adjustments, as applicable; (c) include pro forma adjustments for the payoff of the Velthorn Commerce Bank, N.A. revolving credit facility ($18,500,000 outstanding balance under the Credit Agreement dated March 22, 2023); and (d) present both no-redemption and maximum-redemption scenarios. In addition, please include footnote disclosure of the earnout arrangement, including the share price thresholds and vesting conditions, and its potential dilutive impact.*
Response:
The Company acknowledges the Staff's comment and has substantially revised the unaudited pro forma condensed combined financial information in Amendment No. 1 to address each of the Staff's requests.
The pro forma condensed combined balance sheet and pro forma condensed combined statement of operations are now presented with separate adjustment columns as follows:
(i) Domestication Adjustments. These adjustments reflect the reclassification of Pinnacle's Class A ordinary shares subject to possible redemption from temporary equity to permanent equity upon the domestication of Pinnacle from the Cayman Islands to the State of Delaware, as well as the conversion of the 7,500,000 Class B ordinary shares of Pinnacle into shares of Class A common stock of the domesticated entity on a one-for-one basis. The domestication is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.
(ii) Business Combination Adjustments. These adjustments reflect the consummation of the merger of Merger Sub with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the combined company. The specific transaction accounting adjustments include:
• Issuance of 45,000,000 shares of common stock of the combined company to former Skybridge stockholders as merger consideration, at an implied value of $10.00 per share (aggregate consideration of $450,000,000);
• Elimination of Skybridge's historical equity;
• Funding of the PIPE in the aggregate amount of $150,000,000 through the issuance of 15,000,000 shares at $10.00 per share;
• Accrual and/or payment of aggregate transaction expenses of $42,000,000, including the payment of the deferred underwriting fee of $10,500,000 to Pemberton Zanthor & Co., which was deferred from Pinnacle's initial public offering;
• Repayment in full of the Velthorn Commerce Bank, N.A. revolving credit facility ($18,500,000 outstanding balance as of April 14, 2025, under the Credit Agreement dated March 22, 2023, as amended by the First Amendment dated September 15, 2023, and the Second Amendment dated February 28, 2024, among Skybridge, as borrower, and Velthorn Commerce Bank, N.A., as administrative agent and lender);
• Forfeiture by the Sponsor of 500,000 Class B ordinary shares of Pinnacle (or, in the maximum-redemption scenario, an additional 500,000 shares, for a total forfeiture of 1,000,000 shares) pursuant to the Sponsor Support Agreement; and
• In the maximum-redemption scenario, the issuance of 5,000,000 backstop shares and 500,000 incentive shares to Velthryn.
(iii) Autonomous Entity Adjustments. The Company has determined that no autonomous entity adjustments are required in the pro forma financial information. Both Pinnacle and Skybridge have historically operated as standalone entities, and no incremental costs or revenues arising solely from the separation of a business from a larger entity are applicable.
The pro forma financial information is now presented in dual scenarios: Scenario A (no redemptions), with 97,000,000 total shares outstanding following the Business Combination, and Scenario B (maximum redemptions with backstop), with 77,000,000 total shares outstanding following the Business Combination. In Scenario B, the pro forma balance sheet and income statement include separate line items for Velthryn's 5,000,000 backstop shares and 500,000 incentive shares. Pro forma basic and diluted earnings (loss) per share are presented for each scenario.
The following footnote disclosures have been added to the pro forma financial statements:
(a) Earnout Shares. Up to 5,000,000 additional shares of common stock of the combined company may be issued to former Skybridge stockholders pursuant to the Earnout Agreement, in two tranches:
• Tranche 1: 2,500,000 earnout shares will be issued if the volume-weighted average price ("VWAP") of the combined company's common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days during the 24-month period following the closing; and
• Tranche 2: 2,500,000 earnout shares will be issued if the VWAP of the combined company's common stock equals or exceeds $15.00 per share for any 20 trading days within a period of 30 consecutive trading days during the 36-month period following the closing.
The earnout shares are excluded from the pro forma share count in both Scenario A and Scenario B because the applicable vesting conditions have not been satisfied as of the date of the pro forma financial statements. If all 5,000,000 earnout shares were issued and outstanding, total pro forma shares outstanding would be 102,000,000 in Scenario A and 82,000,000 in Scenario B, and each shareholder group's pro forma ownership percentage would be diluted accordingly.
(b) Warrants. The pro forma financial statements exclude (i) 10,000,000 public warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share, and (ii) 8,000,000 private placement warrants held by the Sponsor, each exercisable for one share of common stock at an exercise price of $11.50 per share. These warrants are excluded from the pro forma share count because their inclusion would be anti-dilutive, given that the assumed share price of $10.00 per share is below the $11.50 per share exercise price. However, the warrants are disclosed for informational purposes, and their potential dilutive impact is disclosed in a sensitivity table showing pro forma ownership at various assumed stock prices.
(c) Velthorn Commerce Revolving Credit Facility. The Velthorn Commerce Bank, N.A. revolving credit facility has a total commitment of $25,000,000, of which $18,500,000 was outstanding as of April 14, 2025 (the date of the BCA). Interest accrues on outstanding borrowings at a rate equal to the Secured Overnight Financing Rate (SOFR) plus a spread of 2.75% per annum. The pro forma balance sheet reflects the repayment in full of the $18,500,000 outstanding balance from trust proceeds at the closing of the Business Combination, and the corresponding elimination of the revolving credit facility liability and accrued interest. The credit facility will be terminated at closing in accordance with the BCA.
The Skybridge historical financial data included in the pro forma financial information has been sourced from the audited consolidated financial statements of Skybridge for the fiscal year ended December 31, 2024 (revenue of $87,300,000; EBITDA of $14,100,000) and the fiscal year ended December 31, 2023 (revenue of $61,800,000; EBITDA of $6,200,000), which were audited by Graystone Thornton LLP (engagement partner: Helen Marchetti). The Pinnacle historical financial data has been sourced from the audited financial statements of Pinnacle for the fiscal year ended December 31, 2024, and the period from inception (March 1, 2023) through December 31, 2023, which were audited by Brindoval Tarvick LLP (engagement partner: Samuel Norris).
See revised pages [] through [] of Amendment No. 1.
Comment 5 — Background of the Business Combination
*Please revise the "Background of the Business Combination" section to provide more detailed chronological disclosure of the events leading to the execution of the Business Combination Agreement, including (a) when and how Pinnacle first identified Skybridge as a potential target; (b) the roles of Whitfield Royce & Co. (Skybridge's financial advisor) and Pemberton Zanthor & Co. (Pinnacle's underwriter/placement agent) in the process; (c) the timeline and key terms of the Letter of Intent executed February 3, 2025; (d) the scope and duration of the due diligence process (February 10 – March 28, 2025); (e) the PIPE marketing process commenced March 14, 2025; and (f) the material negotiations leading to execution of the BCA on April 14, 2025. Please also describe any material negotiation points and how they were resolved.*
Response:
The Company acknowledges the Staff's comment and has substantially expanded the "Background of the Business Combination" section in Amendment No. 1 to provide a detailed chronological narrative of the events leading to the negotiation, execution, and announcement of the BCA. The revised disclosure includes the following key dates and events:
October 2024 – December 2024: Target Search Process. Following the completion of its initial public offering on October 14, 2023, Pinnacle, led by Jonathan Mercer (CEO and Chairman) and Elaine Stratford (CFO), evaluated a range of potential business combination targets. During this period, Pinnacle's management and board of directors, together with Pemberton Zanthor & Co. (Pinnacle's underwriter and placement agent in the IPO), reviewed over 75 potential acquisition opportunities in the technology, financial technology, and software-as-a-service sectors. Pinnacle engaged in preliminary discussions or signed non-disclosure agreements with approximately 12 potential targets during this period.
Early January 2025: Identification of Skybridge. In early January 2025, Rebecca Solano, Managing Director, SPAC Origination at Pemberton Zanthor & Co., introduced Pinnacle's management team to Skybridge Fintech Ltd. as a potential business combination target. Skybridge was identified as a compelling opportunity based on its position in the cloud-based payment orchestration market, its strong revenue growth trajectory (FY 2023 revenue of $61.8 million growing to an expected FY 2024 revenue of approximately $87.3 million), and its attractive customer base of mid-market financial institutions and neobanks. Pinnacle's management team and board of directors determined that Skybridge warranted further evaluation.
January 9, 2025: Skybridge Retains Legal Counsel. Skybridge retained Calderwood & Harkness LLP (James Prentice, Partner, and Sandra Tung, Counsel) as its legal counsel in connection with the potential business combination.
January 13, 2025: Pinnacle Retains Legal Counsel. Pinnacle retained Ashland Burke & Thayer LLP (William Ashford, Partner, and Jennifer Kwan, Counsel) as its legal counsel in connection with the potential business combination.
January 15, 2025: Skybridge Retains Financial Advisor. Skybridge retained Whitfield Royce & Co. (Gregory Fenton, Managing Director) as its exclusive financial advisor in connection with the potential business combination. Whitfield Royce was retained to provide advisory services, including rendering a fairness opinion to the board of directors of Skybridge.
January 22, 2025: Mutual NDA Executed. A mutual non-disclosure agreement was executed between Skybridge and Pinnacle, permitting the exchange of confidential information for purposes of evaluating the proposed transaction.
January 23 – January 31, 2025: Preliminary Due Diligence and Management Meetings. Following execution of the NDA, Pinnacle's management team, together with advisors from Pemberton Zanthor & Co. and Ashland Burke & Thayer LLP, conducted preliminary due diligence on Skybridge, including a review of financial statements, commercial metrics, and product capabilities. Skybridge's management team, led by Priya Chandrasekaran (CEO) and Marcus Ellingham (CFO), held introductory management presentations for Pinnacle's team on January 24 and January 28, 2025, at Skybridge's headquarters in Wilmington, Delaware.
February 3, 2025: Letter of Intent Executed. A non-binding Letter of Intent (the "LOI") was executed between Pinnacle and Skybridge, reflecting the parties' preliminary agreement on the key terms of the proposed business combination, including: (i) an implied enterprise value for Skybridge of approximately $450,000,000; (ii) a stock-for-stock merger structure, with Skybridge stockholders receiving shares of the combined company; (iii) a contemplated PIPE financing of not less than $100,000,000; (iv) customary exclusivity and no-shop provisions; and (v) a target signing date of April 2025. The LOI was negotiated between James Prentice (Calderwood & Harkness LLP) and William Ashford (Ashland Burke & Thayer LLP), in consultation with the respective management teams and financial advisors.
February 10 – March 28, 2025: Comprehensive Due Diligence. Following execution of the LOI, both parties and their respective advisors conducted comprehensive due diligence over a period of approximately seven weeks. The scope of diligence included:
• Financial Diligence: Coordinated by Whitfield Royce & Co. (Gregory Fenton) on behalf of Skybridge and by Pemberton Zanthor & Co. on behalf of Pinnacle. Financial diligence covered Skybridge's historical financial statements (FY 2023 and FY 2024), revenue composition (subscription vs. transaction-based), annual recurring revenue (ARR), customer cohort analysis, churn rates, unit economics, and working capital trends.
• Legal Diligence: Conducted by Ashland Burke & Thayer LLP (William Ashford, Jennifer Kwan) for Pinnacle and Calderwood & Harkness LLP (James Prentice, Sandra Tung, Naomi Petersen) for Skybridge. Legal diligence covered corporate organization and capitalization, material contracts (including commercial agreements with Skybridge's top 20 customers), intellectual property, employment matters, litigation history, regulatory compliance, and insurance.
• Tax Diligence: Led by Cedarhurst Advisory Group LLC (Martin Cho) as tax advisor to Skybridge and by Leonard Cross (Calderwood & Harkness LLP, Tax) as tax counsel. Tax diligence focused on federal, state, and local tax compliance, net operating loss carryforwards, Section 382 limitations, transfer pricing, and the tax structure of the proposed transaction (including the domestication and the merger).
• Regulatory Diligence: Calderwood & Harkness LLP and Ashland Burke & Thayer LLP conducted joint diligence on Skybridge's regulatory profile, including state money transmitter licenses, payment processor registrations, BSA/AML compliance programs, and data privacy frameworks.
• Insurance Diligence: The parties engaged insurance broker Kensington Marsh & Partners LLP to evaluate Skybridge's existing insurance programs and to obtain a representation and warranty insurance policy quotation from Clarendon Mutual Underwriters, Ltd.
March 14, 2025: PIPE Marketing Commenced. Pemberton Zanthor & Co. commenced the marketing of the PIPE financing to a group of pre-screened institutional investors. The PIPE was marketed on the basis of a confidential information memorandum prepared by Skybridge's management and reviewed by Calderwood & Harkness LLP. Initial indications of interest were received from approximately eight potential investors, with aggregate interest exceeding $200,000,000.
March 20, 2025: Backstop Discussions Initiated. In light of elevated redemption rates in recent de-SPAC transactions, Pinnacle's management and Pemberton Zanthor & Co. initiated discussions with Velthryn Strategic Investments, LP (Richard Tsai, Managing Director) regarding a potential non-redemption/backstop arrangement. These discussions ran in parallel with the PIPE marketing process.
March 28, 2025: PIPE Commitments Finalized; Due Diligence Substantially Completed. PIPE commitments were finalized at $150,000,000 from four investors: 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). Due diligence was substantially completed as of this date, and no material issues were identified that would have caused either party to reconsider the transaction.
March 31 – April 6, 2025: Negotiation of Definitive Agreements. During this period, counsel for both parties negotiated the definitive terms of the BCA and the ancillary agreements. Material negotiation points and their resolution included:
• Earnout Structure and Thresholds: Skybridge's stockholders initially proposed a single-tranche earnout with a lower VWAP threshold; Pinnacle proposed a two-tranche structure with higher thresholds. The parties agreed to a two-tranche structure: Tranche 1 (2,500,000 shares at VWAP ≥ $12.50) and Tranche 2 (2,500,000 shares at VWAP ≥ $15.00).
• Sponsor Forfeiture Terms: The parties negotiated the number of Founder Shares to be forfeited by the Sponsor, ultimately agreeing to a forfeiture of 500,000 shares at closing, with an additional forfeiture of 500,000 shares if redemptions exceeded 75% of Public Shares.
• Minimum Cash Condition: Skybridge initially proposed a minimum cash condition of $250,000,000; Pinnacle proposed $175,000,000. The parties agreed to $200,000,000.
• Indemnification Cap and Basket: The parties agreed to an indemnification cap of $45,000,000 (10% of deal value) and a deductible basket of $4,500,000 (1% of deal value), with R&W insurance serving as the exclusive post-closing remedy for breaches of representations and warranties (other than in cases of fraud).
• No-Shop Provision and Fiduciary Out: The BCA includes a customary no-shop provision restricting Skybridge from soliciting or engaging in discussions regarding alternative transactions. The no-shop provision is subject to a fiduciary out permitting Skybridge's board of directors to consider an unsolicited superior proposal, subject to a 5-business-day match right in favor of Pinnacle. Pinnacle is entitled to a termination fee of $13,500,000 (3% of deal value) if the BCA is terminated under certain circumstances, including in connection with Skybridge's exercise of its fiduciary out.
• Outside Date: The parties agreed to an Outside Date of October 14, 2025, extendable to January 14, 2026, upon mutual agreement of the parties.
April 7, 2025: Final BCA and Ancillary Documents Circulated. Final execution drafts of the BCA and all ancillary agreements were circulated to the boards of directors of Pinnacle and Skybridge for review and approval.
April 13, 2025: Board Approvals. The boards of directors of both Pinnacle and Skybridge held separate meetings to consider and approve the BCA and the transactions contemplated thereby. Pinnacle's independent directors (Robert Yamamoto, Catherine Leclaire, and David Nguyễn) voted unanimously to approve the BCA, the Business Combination, and the other transactions contemplated by the BCA. The board of directors of Skybridge, after receiving the fairness opinion of Whitfield Royce & Co., voted unanimously to approve the BCA and to recommend that Skybridge's stockholders approve the merger.
April 14, 2025: Execution and Announcement. The BCA was executed by all parties. A Current Report on Form 8-K was filed with the Commission and announced publicly on Nasdaq (ticker: PGAC). Concurrently with the execution of the BCA, the following ancillary agreements were executed: (i) the PIPE Subscription Agreements, (ii) the Sponsor Support Agreement, (iii) the Company Stockholder Support Agreement, (iv) the Lock-Up Agreement, (v) the Non-Redemption/Backstop Agreement with Velthryn Strategic Investments, LP, (vi) the Earnout Agreement, and (vii) the Registration Rights Agreement.
See revised pages [] through [] of Amendment No. 1.
Comment 6 — Fairness Opinion / Board Recommendation
*Please revise the disclosure regarding the fairness opinion delivered by Whitfield Royce & Co. to the board of directors of Skybridge to include (a) a description of the material financial analyses performed by Whitfield Royce, (b) the valuation multiples utilized in each analysis (including the implied EV/Revenue and EV/ARR multiples), and (c) any material assumptions, limitations, or qualifications upon which the fairness opinion is based. In addition, please provide additional disclosure regarding the Pinnacle board's reasons for approving the Business Combination and whether the Pinnacle board considered any reports, opinions, or appraisals in connection with its evaluation of the transaction.*
Response:
The Company acknowledges the Staff's comment and has expanded the disclosure regarding the Whitfield Royce & Co. fairness opinion in the "Opinion of Skybridge's Financial Advisor" section of Amendment No. 1, as well as the disclosure regarding the Pinnacle board's reasons for approving the Business Combination.
Fairness Opinion of Whitfield Royce & Co.
The revised disclosure now includes a summary of each of the material financial analyses performed by Whitfield Royce & Co. in connection with rendering its fairness opinion, dated April 13, 2025, to the board of directors of Skybridge:
(a) Comparable Company Analysis. Whitfield Royce analyzed certain publicly available financial information for a group of publicly traded fintech and payments SaaS companies that Whitfield Royce considered generally relevant for comparison purposes. The selected comparable companies included publicly traded companies operating in the cloud-based payments, payment orchestration, and embedded finance sectors. Whitfield Royce calculated, among other things, enterprise value as a multiple of last twelve months ("LTM") revenue, enterprise value as a multiple of next twelve months ("NTM") estimated revenue, enterprise value as a multiple of annual recurring revenue ("ARR"), and enterprise value as a multiple of LTM EBITDA. The comparable company analysis indicated a range of implied enterprise values for Skybridge of approximately $348 million to $524 million, with a median implied value of approximately $436 million. The implied enterprise value of the Business Combination of approximately $450 million fell within this range.
(b) Precedent Transaction Analysis. Whitfield Royce analyzed selected precedent transactions involving companies in the payments, fintech, and embedded finance sectors, including both de-SPAC transactions and private-market M&A transactions consummated between 2022 and 2025. Whitfield Royce calculated, among other things, the implied EV/Revenue multiples and EV/ARR multiples for each selected transaction. The precedent transaction analysis indicated a range of implied enterprise values for Skybridge of approximately $392 million to $567 million, with a median implied value of approximately $479 million. The implied enterprise value of the Business Combination of approximately $450 million fell within this range.
(c) discounted Cash Flow Analysis. Whitfield Royce performed a discounted cash flow analysis of Skybridge based on the financial projections prepared by Skybridge's management team and reviewed by Whitfield Royce. The discounted cash flow analysis was based on a five-year projection period (fiscal years 2025 through 2029), utilizing a weighted average cost of capital range of 12.0% to 14.5% and a terminal value calculated using an exit multiple range of 4.0× to 6.0× NTM revenue. The discounted cash flow analysis indicated a range of implied enterprise values for Skybridge of approximately $410 million to $520 million. The implied enterprise value of the Business Combination of approximately $450 million fell within this range.
The revised disclosure also includes the following key implied multiples of the Business Combination, based on the agreed-upon implied enterprise value of $450,000,000:
• EV / FY 2024 Revenue: approximately 5.15× ($450,000,000 ÷ $87,300,000)
• EV / FY 2024 ARR: approximately 4.76× ($450,000,000 ÷ $94,600,000)
• EV / FY 2024 EBITDA: approximately 31.9× ($450,000,000 ÷ $14,100,000)
The revised disclosure states that, based upon and subject to the assumptions, qualifications, and limitations set forth in its written opinion and in the presentation materials delivered to Skybridge's board of directors, Whitfield Royce concluded that, as of April 14, 2025, the merger consideration to be received by the holders of Skybridge common stock in the Business Combination was fair, from a financial point of view, to such holders. The revised disclosure further states that the Whitfield Royce opinion was provided for the information and benefit of the board of directors of Skybridge in its evaluation of the Business Combination and did not constitute a recommendation to any stockholder of Skybridge or any shareholder of Pinnacle as to how such stockholder or shareholder should vote or act with respect to any matter relating to the Business Combination.
The revised disclosure identifies the following material assumptions, limitations, and qualifications of the Whitfield Royce opinion: (i) Whitfield Royce relied on the accuracy and completeness of the financial and other information provided to it by Skybridge and Pinnacle without independent verification; (ii) Whitfield Royce did not make any independent evaluation or appraisal of the assets or liabilities of Skybridge or Pinnacle; (iii) the opinion was based on economic, market, and other conditions as of the date of the opinion and did not address the fairness of the merger consideration at any other time; (iv) the opinion did not address the relative merits of the Business Combination compared to any alternative business strategies or transactions; and (v) the opinion did not address the fairness of the Business Combination to the holders of Pinnacle's securities.
Pinnacle Board Reasons for Approving the Business Combination
The revised disclosure also provides enhanced information regarding the reasons for the Pinnacle board of directors' approval of the Business Combination. In reaching its decision to approve the BCA, the Pinnacle board considered, among other factors:
• Skybridge's strong and accelerating revenue growth trajectory, with FY 2023 revenue of $61,800,000 growing to FY 2024 revenue of $87,300,000, representing year-over-year growth of approximately 41%;
• Skybridge's ARR of approximately $94,600,000, indicating continued forward momentum;
• The large and growing market opportunity for cloud-based payment orchestration and embedded finance solutions, particularly among mid-market financial institutions and neobanks;
• Skybridge's approximately 340-person workforce, including a dedicated engineering team at its San Francisco engineering office;
• The quality and experience of Skybridge's management team, led by Priya Chandrasekaran (CEO and founder) and Marcus Ellingham (CFO);
• Skybridge's competitive position, including its proprietary technology platform, established customer relationships, and multi-rail payment routing capabilities;
• The terms and conditions of the BCA, including the implied enterprise value of approximately $450,000,000 and the stock-for-stock merger consideration structure;
• The PIPE financing commitments of $150,000,000 and the backstop arrangement with Velthryn, which together provide a high degree of transaction certainty; and
• The results of Pinnacle's due diligence review of Skybridge's business, financial, legal, tax, and regulatory profile.
The Pinnacle board did not receive a separate fairness opinion from a financial advisor but considered the analyses prepared by Pemberton Zanthor & Co. in connection with its underwriting and placement agent engagement. The Pinnacle board also considered the potential conflicts of interest described elsewhere in the proxy statement/prospectus.
See revised pages [] through [] of Amendment No. 1.
Comment 7 — Business of Skybridge Fintech Ltd.
*Please revise the "Business of Skybridge" section to include enhanced disclosure regarding (a) a more detailed description of the payment orchestration and embedded-finance SaaS platform, including its key features and functionality; (b) discussion of the competitive landscape and Skybridge's competitive advantages; (c) customer concentration data and key customer relationships; (d) revenue composition, including the breakdown between subscription and transaction-based revenue; (e) information regarding Skybridge's two principal offices (Wilmington, DE headquarters and San Francisco, CA engineering office); and (f) the regulatory environment in which Skybridge operates, including money transmission, payment processor registrations, and data privacy requirements.*
Response:
The Company acknowledges the Staff's comment and has expanded the "Business of Skybridge" section in Amendment No. 1 to provide more comprehensive disclosure of Skybridge's business, technology platform, competitive position, customers, revenue model, offices, and regulatory environment.
Company Overview and History
Skybridge Fintech Ltd. was incorporated in the State of Delaware on June 15, 2018, and was founded by Priya Chandrasekaran, who continues to serve as Skybridge's Chief Executive Officer. As of the date of the BCA, Skybridge employed approximately 340 persons, including approximately 165 engineers and product development professionals, 75 sales and marketing professionals, 60 customer success and operations professionals, and 40 general and administrative personnel.
Skybridge maintains its principal executive offices at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801. Skybridge's engineering office is located at 450 Folsom Street, 7th Floor, San Francisco, California 94105. The Wilmington office serves as the company's corporate headquarters, housing executive management, finance, legal, sales, and customer success functions. The San Francisco engineering office houses the majority of Skybridge's engineering and product development teams and serves as the company's center for technology development and innovation.
Financial Overview
For the fiscal year ended December 31, 2024, Skybridge reported revenue of $87,300,000 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. Skybridge's annual recurring revenue (ARR) was approximately $94,600,000 as of December 31, 2024. Skybridge's financial statements for FY 2024 and FY 2023 have been audited by Graystone Thornton LLP, 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606 (engagement partner: Helen Marchetti).
Ownership Structure (Pre-Transaction)
The revised disclosure identifies the key shareholders of Skybridge immediately prior to the Business Combination:
Management Team
The revised disclosure identifies the following members of Skybridge's management team:
• Priya Chandrasekaran — Chief Executive Officer and Founder. Ms. Chandrasekaran founded Skybridge in 2018 and has served as CEO since inception. Prior to founding Skybridge, Ms. Chandrasekaran served in product management and engineering leadership roles at two publicly traded financial technology companies.
• Marcus Ellingham — Chief Financial Officer. Mr. Ellingham joined Skybridge in 2021 and has served as CFO since that time. Mr. Ellingham has over 15 years of experience in financial management, including prior roles at a Big Four accounting firm and a publicly traded SaaS company.
• Teresa Okafor — General Counsel and Corporate Secretary. Ms. Okafor joined Skybridge in 2022 and oversees all legal, compliance, and regulatory matters. Ms. Okafor previously practiced at an AmLaw 100 law firm focused on fintech regulatory matters.
• Daniel Hsiao — Chief Technology Officer. Mr. Hsiao joined Skybridge in 2019 and leads the company's engineering and product development organization from the San Francisco engineering office. Mr. Hsiao has over 20 years of experience in payments technology and distributed systems architecture.
Description of the Payment Orchestration and Embedded Finance SaaS Platform
The revised disclosure provides an enhanced description of Skybridge's cloud-based payment orchestration platform. Skybridge's platform enables mid-market financial institutions, neobanks, and other financial services companies to manage and orchestrate complex, multi-rail payment flows through a single, unified API-based interface. The platform supports real-time payment routing across multiple rails (including ACH, wire transfers, real-time payments, card networks, and international payment networks), embedded finance integrations (such as embedded lending, account verification, and treasury management), and real-time transaction monitoring and analytics. The platform is built on a microservices architecture, deployed on major public cloud infrastructure, and designed for high availability, horizontal scalability, and regulatory compliance.
Competitive Landscape and Competitive Advantages
The revised disclosure describes the competitive landscape in which Skybridge operates, including competition from incumbent payment processors, emerging payment orchestration platforms, and in-house solutions developed by larger financial institutions. Skybridge's competitive advantages include its purpose-built multi-rail orchestration engine, its deep integration capabilities with core banking and financial infrastructure systems, its focus on mid-market financial institutions and neobanks (a market segment underserved by larger payment processors), and its recurring revenue model with high gross margins and low customer churn.
Customer Concentration and Key Customer Relationships
The revised disclosure provides customer concentration data. As of December 31, 2024, no single customer accounted for more than 9% of Skybridge's total revenue. Skybridge's top 10 customers collectively accounted for approximately 47% of total revenue for FY 2024. The revised disclosure notes that Skybridge maintains long-term contractual relationships with its customers, with a weighted average remaining contract term of approximately 2.8 years as of December 31, 2024.
Revenue Composition
The revised disclosure provides a breakdown of Skybridge's revenue by type. For FY 2024, approximately 68% of Skybridge's revenue was derived from recurring subscription fees (charged on a per-customer, per-module basis), and approximately 32% was derived from transaction-based fees (charged as a per-transaction or per-API-call fee). The Company has also disclosed that Skybridge's gross margin for FY 2024 was approximately 72%.
Regulatory Environment
The revised disclosure provides enhanced information regarding the regulatory environment in which Skybridge operates, including the following:
• State Money Transmitter Licensing. Skybridge holds money transmitter licenses in 42 states and the District of Columbia, as required by applicable state laws and regulations. Skybridge is also licensed or registered in certain other jurisdictions where it operates. The acquisition and maintenance of these licenses requires ongoing compliance with state regulatory requirements, including minimum net worth, bonding, and reporting obligations.
• Payment Processor Registrations. Skybridge is registered as a payment processor with the major card networks and maintains relevant registrations and certifications as required by its processing partners and acquiring banks.
• BSA/AML Compliance. Skybridge maintains a comprehensive Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") compliance program, including a written BSA/AML policy, a designated BSA compliance officer, a suspicious activity monitoring system, customer due diligence and Know Your Customer ("KYC") procedures, and regular employee training. Skybridge's BSA/AML program is subject to periodic independent audits by a qualified third-party firm.
• Data Privacy. Skybridge processes personal and financial data on behalf of its customers and their end-users, and is subject to various federal and state data privacy laws and regulations, including the Gramm-Leach-Bliley Act ("GLBA"), the California Consumer Privacy Act ("CCPA"), and applicable data breach notification laws. Skybridge maintains a data privacy and information security program, including encryption, access controls, and incident response procedures, and undergoes annual SOC 2 Type II audits conducted by an independent auditor.
See revised pages [] through [] of Amendment No. 1.
Comment 8 — Description of Material Agreements
*Please revise the description of material agreements entered into in connection with the Business Combination to include more detailed summaries of all material terms, conditions, and counterparties for each of the following agreements: (a) the PIPE Subscription Agreements (identifying each investor and its commitment amount); (b) the Non-Redemption/Backstop Agreement with Velthryn Strategic Investments, LP; (c) the Sponsor Support Agreement; (d) the Lock-Up Agreement; (e) the Earnout Agreement; and (f) the Registration Rights Agreement. In addition, please disclose any additional ancillary agreements, including the Company Stockholder Support Agreement, that are material to an understanding of the transaction.*
Response:
The Company acknowledges the Staff's comment and has revised and expanded the descriptions of each ancillary agreement in Amendment No. 1 as follows:
PIPE Subscription Agreements
The revised disclosure now identifies each PIPE investor and its commitment amount:
All shares are to be issued at a price of $10.00 per share. The closing of the PIPE is conditioned on the simultaneous closing of the Business Combination. The PIPE investors do not have redemption rights with respect to the shares purchased in the PIPE. Each PIPE Subscription Agreement contains customary representations and warranties of the applicable investor (including accredited investor status and investment intent), customary conditions to closing (including the simultaneous consummation of the Business Combination and the absence of any material adverse effect on the combined company), and customary indemnification provisions. The PIPE Subscription Agreements were entered into as of April 14, 2025 and will be filed as exhibits to the Registration Statement.
Non-Redemption/Backstop Agreement
The revised disclosure now provides a detailed summary of the Non-Redemption/Backstop Agreement, dated as of April 14, 2025, between Pinnacle and Velthryn Strategic Investments, LP ("Velthryn"). Richard Tsai, Managing Director, executed the agreement on behalf of Velthryn. Under the terms of the agreement, Velthryn has committed to purchase up to 5,000,000 Class A ordinary shares of Pinnacle from Public Shareholders who would otherwise have submitted their shares for redemption, at a price of $10.25 per share (the "Backstop Price"), for an aggregate maximum commitment of $51,250,000. Velthryn's obligation to purchase backstop shares is conditioned on (i) the closing of the Business Combination, (ii) the backstop shares being needed to satisfy the minimum cash condition, and (iii) the availability of redeeming shareholders willing to sell their shares to Velthryn at the Backstop Price.
In consideration for Velthryn's backstop commitment, Velthryn will receive additional shares of common stock of the combined company (the "Incentive Shares") equal to 10% of the number of backstop shares actually purchased by Velthryn. At maximum backstop deployment of 5,000,000 shares, the Incentive Shares would total 500,000 additional shares, issued at no additional cost to Velthryn. The effective cost basis for Velthryn's total share position (backstop shares plus Incentive Shares) at maximum deployment would be approximately $9.32 per share ($51,250,000 ÷ 5,500,000 total shares). The Incentive Shares are subject to a 90-day lock-up following the closing.
Sponsor Support Agreement
The revised disclosure provides a detailed summary of the Sponsor Support Agreement, dated as of April 14, 2025, among Pinnacle, Skybridge, and Ridgeway Capital Holdings LLC (the "Sponsor"). Under the Sponsor Support Agreement, the Sponsor has agreed to:
• Vote all 7,500,000 of its Class B ordinary shares of Pinnacle in favor of the Business Combination Proposal, the Domestication Proposal, and all other proposals submitted to Pinnacle's shareholders in connection with the Business Combination;
• Waive any anti-dilution protections or adjustments otherwise applicable to the Class B ordinary shares pursuant to Pinnacle's amended and restated memorandum and articles of association;
• Forfeit 500,000 Class B ordinary shares at the closing of the Business Combination (in all scenarios), and forfeit an additional 500,000 Class B ordinary shares if redemptions by Public Shareholders exceed 75% of the total Public Shares (resulting in a maximum total forfeiture of 1,000,000 shares);
• Subject the Sponsor's remaining Class A common shares (converted from Class B ordinary shares at the domestication) to a 12-month lock-up period following the closing of the Business Combination; and
• Subject the Sponsor's 8,000,000 private placement warrants to a 30-day lock-up period following the closing of the Business Combination.
The Sponsor Support Agreement also contains customary representations and warranties of the Sponsor and customary covenants restricting the Sponsor from transferring its Pinnacle securities during the period between the date of the agreement and the closing of the Business Combination.
Company Stockholder Support Agreement
The revised disclosure provides a summary of the Company Stockholder Support Agreement, dated as of April 14, 2025, among Pinnacle, Skybridge, and the following Skybridge stockholders: Harborview Partners, Atlas Horizon Ventures Fund II, LP, and Priya Chandrasekaran (collectively, the "Supporting Stockholders"). The Supporting Stockholders, who collectively hold approximately 92.3% of the outstanding shares of Skybridge common stock on a fully diluted basis, have agreed to (i) deliver irrevocable written consents in favor of the approval and adoption of the BCA and the merger, (ii) not transfer any of their Skybridge shares during the period between the date of the agreement and the closing, and (iii) support the Business Combination and take all actions reasonably necessary to consummate the transactions contemplated by the BCA.
Lock-Up Agreement
The revised disclosure provides a detailed summary of the Lock-Up Agreement, dated as of April 14, 2025. The following Skybridge insiders are subject to a 180-day lock-up period following the closing of the Business Combination, during which they may not sell, transfer, pledge, or otherwise dispose of any shares of common stock of the combined company: Priya Chandrasekaran, Marcus Ellingham, Teresa Okafor, Daniel Hsiao, Harborview Partners, and Atlas Horizon Ventures Fund II, LP. The Sponsor is subject to a 12-month lock-up on its Founder Shares (as converted into Class A common stock), as described above. The Lock-Up Agreement contains customary early-release triggers, including (i) if the closing price of the combined company's common stock equals or exceeds $12.00 per share for any 20 trad

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