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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — DRAFT

CALDERWOOD & HARKNESS LLP Counselors at Law

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

[●], 2025

Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, New York 10022

Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, Delaware 19801

Re: Tax Opinion in Connection with the Business Combination Among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd. — Registration Statement on Form S-4 (File No. 333-294817)

Ladies and Gentlemen:

I. INTRODUCTION AND PURPOSE

Calderwood & Harkness LLP ("we," "our," "us," or "C&H") serves as legal counsel to Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), in connection with the proposed business combination (the "Business Combination") contemplated by that certain Business Combination Agreement, dated as of April 14, 2025 (the "BCA"), by and among Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Pinnacle" or "PGAC"), Pinnacle Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge.

This opinion is being delivered in connection with the Registration Statement on Form S-4 (File No. 333-294817; CIK No. 0001948372) initially filed by Pinnacle with the United States Securities and Exchange Commission (the "SEC") on April 28, 2025, as subsequently amended (the "Registration Statement"), and is intended to be filed as an exhibit thereto. The Registration Statement includes a proxy statement/prospectus that, among other things, solicits (i) the approval of the shareholders of Pinnacle with respect to the Business Combination and certain related proposals and (ii) provides prospectus disclosure to the stockholders of Skybridge in connection with the issuance of shares of common stock of the Combined Company (as defined below) in the Merger (as defined below).

The purpose of this opinion is to opine on the United States federal income tax treatment of (a) the Domestication (as defined below) and (b) the Merger (as defined below) for purposes of the disclosure set forth in the Registration Statement under the heading "Material U.S. Federal Income Tax Consequences." This opinion is rendered pursuant to, and in accordance with, applicable standards for tax opinions included with registration statements filed under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, including the requirements of Item 601(b)(8) of Regulation S-K and Staff Legal Bulletin No. 19 (October 14, 2011).

Unless otherwise indicated, all "Section" references herein are to sections of the Internal Revenue Code of 1986, as amended (the "Code"), all "Treas. Reg." references are to the Treasury Regulations promulgated thereunder, and all capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the BCA.

II. DESCRIPTION OF THE TRANSACTIONS

The following is a summary description of the principal transactions that are the subject of this opinion, based upon our review of the documents and materials described in Section III below.

A. The Domestication

Immediately prior to the Merger Effective Time (as defined in the BCA), Pinnacle will effect a domestication (the "Domestication") by re-domiciling from the Cayman Islands to the State of Delaware. The Domestication will be effected pursuant to Section 388 of the Delaware General Corporation Law (the "DGCL") and the applicable provisions of the Cayman Islands Companies Act (as revised). The Domestication will be accomplished by the filing of a Certificate of Domestication and a Certificate of Incorporation with the Secretary of State of the State of Delaware and the issuance of a certificate of de-registration by the Registrar of Companies in the Cayman Islands, in each case in the forms reviewed by us and described in Section III.A below.

Upon effectiveness of the Domestication, Pinnacle will become a corporation organized under the laws of the State of Delaware and will be renamed "Skybridge Fintech Holdings, Inc." (the "Combined Company" or "SFH"). Following the Domestication, the Combined Company will be the same legal entity as Pinnacle, but domiciled in Delaware rather than the Cayman Islands.

In connection with the Domestication, the outstanding equity interests in Pinnacle will be converted into equity interests in the Combined Company as follows:

(a) Conversion of Class A Ordinary Shares. Each issued and outstanding Class A ordinary share, par value $0.0001 per share, of Pinnacle (the "Class A Ordinary Shares") will automatically convert, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Combined Company ("Combined Company Common Stock").

(b) Conversion of Class B Ordinary Shares. Each issued and outstanding Class B ordinary share, par value $0.0001 per share, of Pinnacle (the "Class B Ordinary Shares" or "Founder Shares"), which are held by Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"), will automatically convert, on a one-for-one basis, into one share of Combined Company Common Stock. As of the date hereof, there are 7,500,000 Class B Ordinary Shares outstanding. At closing, the Sponsor will forfeit 500,000 Class B Ordinary Shares (or an additional 500,000 Class B Ordinary Shares, for a total forfeiture of 1,000,000 Class B Ordinary Shares, if redemptions by Pinnacle's public shareholders exceed 75% of the outstanding Class A Ordinary Shares originally sold in Pinnacle's initial public offering), in each case pursuant to the terms of the Sponsor Support Agreement, dated as of April 14, 2025, between the Sponsor and Pinnacle (the "Sponsor Support Agreement").

(c) Conversion of Warrants. Each outstanding warrant of Pinnacle (consisting of 10,000,000 public warrants and 8,000,000 private placement warrants held by the Sponsor, each with an exercise price of $11.50 per share and exercisable for one Class A Ordinary Share) will automatically convert into a warrant exercisable for one share of Combined Company Common Stock at an exercise price of $11.50 per share, on substantially the same terms and conditions as were applicable to such warrant immediately prior to the Domestication.

The Domestication is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and Pinnacle and the Combined Company are each intended to be a "party to a reorganization" within the meaning of Section 368(b) of the Code.

B. The Merger

Following the Domestication and at the Merger Effective Time, Merger Sub will merge with and into Skybridge (the "Merger"), with Skybridge surviving as a wholly owned subsidiary of the Combined Company. The Merger will be structured as a forward triangular merger, with Merger Sub as the merging entity and Skybridge as the surviving entity. The Merger will be effected pursuant to the DGCL by the filing of a Certificate of Merger with the Secretary of State of the State of Delaware.

As consideration for the Merger, the stockholders of Skybridge will receive shares of Combined Company Common Stock in exchange for all of the outstanding shares of Skybridge common stock, par value $0.001 per share, held by them immediately prior to the Merger Effective Time. The merger consideration will be valued at $10.00 per share. The total number of shares of Combined Company Common Stock to be issued to the Skybridge stockholders at closing is 45,000,000 shares (the "Closing Merger Consideration"), reflecting an implied equity value of Skybridge of $450,000,000.

In addition to the Closing Merger Consideration, the Skybridge stockholders will be entitled to receive up to an aggregate of 5,000,000 additional shares of Combined Company Common Stock (the "Earnout Shares"), issuable in two tranches upon the achievement of certain stock price milestones following the closing of the Business Combination, as follows:

(i) Tranche 1 Earnout Shares. 2,500,000 shares of Combined Company Common Stock will become issuable if the volume-weighted average trading price ("VWAP") of Combined Company Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any period of thirty (30) consecutive trading days during the twenty-four (24) month period following the closing date of the Business Combination.

(ii) Tranche 2 Earnout Shares. An additional 2,500,000 shares of Combined Company Common Stock will become issuable if the VWAP of Combined Company Common Stock equals or exceeds $15.00 per share for any twenty (20) trading days within any period of thirty (30) consecutive trading days during the thirty-six (36) month period following the closing date of the Business Combination.

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(D) of the Code, and each of the Combined Company, Merger Sub, and Skybridge is intended to be a "party to a reorganization" within the meaning of Section 368(b) of the Code.

Concurrent with the consummation of the Merger, certain institutional investors (the "PIPE Investors") have entered into subscription agreements (the "PIPE Subscription Agreements") pursuant to which they have committed to subscribe for and purchase, in the aggregate, 15,000,000 shares of Combined Company Common Stock at a price of $10.00 per share, for an aggregate purchase price of $150,000,000. The PIPE Investors and their respective commitment amounts are as follows:

Additionally, in connection with the closing of the Business Combination, Skybridge's existing revolving credit facility with Velthorn Commerce Bank, N.A. ($18,500,000 outstanding under the Credit Agreement dated March 22, 2023, with an aggregate commitment of $25,000,000) will be repaid in full from trust account proceeds at closing.

III. DOCUMENTS REVIEWED AND FACTUAL ASSUMPTIONS

A. Documents Reviewed

In connection with the preparation of this opinion, we have reviewed originals, or copies certified or otherwise represented to us to be correct, of the following documents (collectively, the "Transaction Documents"):

1. Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd. (execution version);

2. Sponsor Support Agreement, dated as of April 14, 2025, by and between Ridgeway Capital Holdings LLC and Pinnacle Growth Acquisition Corp.;

3. Company Stockholder Support Agreement, dated as of April 14, 2025, by and among Harborview Partners, Atlas Horizon Ventures Fund II, LP, Priya Chandrasekaran, and Skybridge Fintech Ltd.;

4. Lock-Up Agreement, dated as of April 14, 2025, among the Combined Company and the parties identified therein;

5. Registration Rights Agreement (form attached as an exhibit to the BCA);

6. PIPE Subscription Agreements (forms attached as exhibits to the BCA, together with the schedule of PIPE Investors and their respective commitment amounts);

7. Non-Redemption / Backstop Agreement, dated as of April 14, 2025, by and between Velthryn Strategic Investments, LP and Pinnacle Growth Acquisition Corp.;

8. Earnout Agreement (form attached as an exhibit to the BCA);

9. Form of Certificate of Domestication and Certificate of Incorporation of Skybridge Fintech Holdings, Inc. (to be filed with the Secretary of State of the State of Delaware in connection with the Domestication);

10. Form of Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.;

11. Registration Statement on Form S-4 (File No. 333-294817; CIK No. 0001948372) initially filed with the SEC on April 28, 2025, as subsequently amended through the date hereof;

12. Tax Structure Memorandum, dated April 10, 2025, prepared by Leonard Cross, Specialist Partner, Tax, Calderwood & Harkness LLP;

13. Form of Officer's Certificate and Tax Representation Letter of Pinnacle Growth Acquisition Corp. (the "Pinnacle Representation Letter"), to be executed and delivered by Jonathan Mercer, Chief Executive Officer, and Elaine Stratford, Chief Financial Officer, of Pinnacle at or prior to the closing of the Business Combination (attached hereto as Exhibit B);

14. Form of Officer's Certificate and Tax Representation Letter of Skybridge Fintech Ltd. (the "Company Representation Letter"), to be executed and delivered by Priya Chandrasekaran, Chief Executive Officer, and Marcus Ellingham, Chief Financial Officer, of Skybridge at or prior to the closing of the Business Combination (attached hereto as Exhibit A); and

15. Such other documents, instruments, certificates, records, and materials as we have deemed relevant or necessary for purposes of rendering this opinion.

B. Factual Assumptions and Representations

In rendering this opinion, we have relied upon and assumed, without independent investigation or verification, the following:

(a) The transactions contemplated by the BCA, including the Domestication and the Merger, will be consummated in accordance with the terms and conditions set forth in the BCA and the other Transaction Documents, without waiver, breach, or modification of any material term or condition thereof, and in compliance with all applicable laws and regulations.

(b) All factual representations, warranties, and statements set forth in the Pinnacle Representation Letter and the Company Representation Letter (in the forms attached hereto as Exhibits B and A, respectively) are and will be true, correct, and complete in all material respects as of the date of execution thereof and as of the closing date of the Business Combination. We have not undertaken any independent investigation to verify such factual representations, and we assume no responsibility with respect to the accuracy or completeness thereof.

(c) The Domestication and the Merger will be consummated as steps in a single integrated plan, as described in the BCA and the Registration Statement. The Domestication and the Merger, taken together, are components of an integrated series of transactions designed to accomplish the overall Business Combination.

(d) There is no plan or intention by Pinnacle shareholders, considered in the aggregate, to sell, exchange, transfer, or otherwise dispose of shares of Combined Company Common Stock received in the Domestication in a manner or to an extent that would cause Pinnacle to fail to satisfy the "continuity of interest" requirement as set forth in Treas. Reg. § 1.368-1(e) with respect to the Domestication, considered as a Section 368(a)(1)(F) reorganization.

(e) The stockholders of Skybridge will retain a sufficient proprietary interest in the Combined Company, by virtue of their receipt and continued ownership of Combined Company Common Stock in the Merger, to satisfy the "continuity of interest" requirement of Treas. Reg. § 1.368-1(e) with respect to the Merger.

(f) The Combined Company will continue to conduct, directly or through its wholly owned subsidiary (Skybridge, as the surviving entity in the Merger), the significant historic business activities of Skybridge — including, without limitation, Skybridge's cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform — thereby satisfying the "continuity of business enterprise" requirement as set forth in Treas. Reg. § 1.368-1(d).

(g) All original documents provided to us are authentic, all copies provided to us are true and complete copies of the originals thereof, and all signatures on such documents are genuine.

(h) Each entity that is a party to the BCA or any Transaction Document has been duly organized or formed and is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite power and authority to execute, deliver, and perform its obligations under the BCA and the applicable Transaction Documents.

(i) The BCA and the Transaction Documents have been duly authorized, executed, and delivered by all parties thereto, and constitute legal, valid, and binding obligations of each such party, enforceable in accordance with their respective terms.

In addition to the foregoing, we note the following limitations on the scope of this opinion:

(j) We express no opinion as to any state, local, or non-U.S. tax consequences of the Domestication, the Merger, or any other transaction contemplated by the BCA, including, without limitation, any tax consequences arising under the laws of the Cayman Islands, the State of Delaware (other than as may be relevant to the characterization of the Domestication and the Merger under the DGCL), or any other jurisdiction.

(k) We express no opinion as to the tax treatment of any holder-specific circumstances or any particular holder of Pinnacle ordinary shares, warrants, or rights, or any particular holder of Skybridge common stock. Without limiting the generality of the foregoing, this opinion does not address the tax consequences to (i) holders who received their shares as compensation for services, (ii) holders who exercise dissenters' or appraisal rights under Section 262 of the DGCL or otherwise, (iii) holders who are dealers or brokers in securities, (iv) holders who hold their shares as part of a straddle, hedging, conversion, constructive sale, or other integrated transaction, (v) holders subject to the alternative minimum tax, (vi) tax-exempt organizations, (vii) regulated investment companies, real estate investment trusts, or other special status entities, (viii) partnerships or other pass-through entities (or investors in such entities), (ix) holders subject to the provisions of Section 451(b) of the Code relating to the "applicable financial statement" income inclusion rule, or (x) holders whose functional currency is not the U.S. dollar.

IV. APPLICABLE LAW AND ANALYSIS

A. Tax Treatment of the Domestication — Section 367(b) and Section 368(a)(1)(F)

1. Classification of the Domestication as a Section 368(a)(1)(F) Reorganization

Section 368(a)(1)(F) of the Code defines a "reorganization" to include "a mere change in identity, form, or place of organization of one corporation, however effected." A domestication by which a foreign corporation re-domiciles to become a domestic corporation — without any change in assets, liabilities, or equity ownership — is generally treated as a transaction described in Section 368(a)(1)(F). See Rev. Rul. 88-25, 1988-1 C.B. 116 (holding that a reincorporation from one state to another constituted a Section 368(a)(1)(F) reorganization); Treas. Reg. § 1.368-2(m) (addressing the treatment of certain transactions as potential F reorganizations).

Pinnacle is currently classified as a corporation for U.S. federal income tax purposes. Specifically, Pinnacle is a Cayman Islands exempted company and is treated as a foreign corporation under Section 7701(a)(5) of the Code. Pinnacle has not elected, and does not intend to elect, to be classified other than as a corporation. Upon effectiveness of the Domestication, the Combined Company (Skybridge Fintech Holdings, Inc.) will be a corporation organized under the laws of the State of Delaware and will be treated as a domestic corporation under Section 7701(a)(4) of the Code. The Domestication will not result in any change in the assets, liabilities, or equity ownership of the entity — it will merely effect a change in the place of organization from the Cayman Islands to the State of Delaware.

The Domestication satisfies each of the requirements for qualification as a Section 368(a)(1)(F) reorganization:

(i) Single operating corporation. The Domestication involves only one operating corporation — Pinnacle/the Combined Company. No assets are transferred to or from any other entity, and no new entity is created in connection with the Domestication. See Treas. Reg. § 1.368-2(m)(1)(i).

(ii) Transfer of assets. The assets of Pinnacle (a foreign corporation) will be deemed transferred to the Combined Company (a domestic corporation) in connection with the change of domicile. Although the transfer is a legal formality (as the entity continues in existence as the same juridical entity), for U.S. federal income tax purposes, the Domestication is treated as involving a transfer of all of the assets and liabilities of Pinnacle to a newly formed domestic corporation in exchange for stock of that domestic corporation, followed by a distribution of such stock to the former shareholders of Pinnacle. See Treas. Reg. § 1.367(b)-2(f).

(iii) Resulting corporation is the sole issuer of stock. In the Domestication, the Combined Company is the sole corporation that issues stock — each existing Pinnacle shareholder receives stock of the Combined Company, and no stock of any other corporation is issued as part of the Domestication.

Accordingly, the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and both Pinnacle and the Combined Company are "parties to a reorganization" within the meaning of Section 368(b) of the Code.

2. Section 367(b) Consequences — U.S. Holders of Pinnacle

Because the Domestication involves the deemed transfer of assets from a foreign corporation (Pinnacle) to a domestic corporation (the Combined Company) in a transaction described in Section 368(a)(1)(F), the Domestication constitutes an "inbound" transaction subject to the provisions of Section 367(b) of the Code and the Treasury Regulations promulgated thereunder.

Section 367(b) provides that, in connection with certain exchanges described in Section 332, 351, 354, 355, 356, or 361 that involve a foreign corporation, the regulations promulgated by the Secretary shall include such adjustments to the basis of stock or securities and such other determinations as are necessary to prevent the importation of earnings and profits into the United States without appropriate recognition of income. The regulations under Section 367(b), and specifically Treas. Reg. § 1.367(b)-3, set forth detailed rules applicable to transactions in which a foreign corporation transfers its assets to a domestic corporation in a Section 368(a)(1)(F) reorganization.

Under Treas. Reg. § 1.367(b)-3(b)(1), a U.S. person who is an "exchanging shareholder" — i.e., a shareholder who exchanges stock of a foreign corporation for stock of a domestic corporation pursuant to a Section 367(b) transaction — is generally required to include in income as a deemed dividend the "all earnings and profits amount" within the meaning of Treas. Reg. § 1.367(b)-2(d). Alternatively, the exchanging shareholder may elect to recognize any gain (but not loss) realized on the exchange, in lieu of the deemed dividend inclusion, as provided in Treas. Reg. § 1.367(b)-3(c)(1).

The "all earnings and profits amount" is defined in Treas. Reg. § 1.367(b)-2(d) as the net positive earnings and profits of the foreign corporation (determined under Section 312 and Treas. Reg. § 1.367(b)-2(d)(2)) attributable to the exchanging shareholder's stock, as determined on the last day of the foreign corporation's taxable year that includes the date of the exchange.

As a practical matter, the all-earnings-and-profits amount with respect to Pinnacle is expected to be minimal. Pinnacle is a blank-check company formed solely for the purpose of effecting a business combination. Since its initial public offering on October 17, 2023, Pinnacle has not conducted any active trade or business operations. Pinnacle's sole source of income has been interest earned on the funds held in its trust account with Adriatic Health IT. As of March 31, 2025, the trust account had an approximate balance of $312,600,000, representing approximately $12,600,000 of accrued interest on the original $300,000,000 of gross IPO proceeds deposited in trust. After accounting for applicable taxes, franchise taxes, working capital expenditures, and permitted withdrawals from the trust account, Pinnacle's accumulated earnings and profits (computed for U.S. federal income tax purposes under Section 312) are expected to be de minimis.

Accordingly, even if a U.S. holder of Pinnacle Class A Ordinary Shares or Class B Ordinary Shares is required to include the all-earnings-and-profits amount in income as a deemed dividend, or to recognize gain on the exchange pursuant to Treas. Reg. § 1.367(b)-3(c)(1), the amount of such inclusion or gain recognition is expected to be minimal. Each U.S. holder of Pinnacle ordinary shares should consult its own tax advisor regarding the specific application of Section 367(b) and the Treasury Regulations thereunder to its particular circumstances, including the advisability of making an election under Treas. Reg. § 1.367(b)-3(c)(1).

Non-U.S. Holders of Pinnacle. Section 367(b) and Treas. Reg. § 1.367(b)-3 generally should not require gain recognition by a non-U.S. holder of Pinnacle ordinary shares in connection with the Domestication. However, non-U.S. holders may be subject to certain reporting requirements under Treas. Reg. § 1.367(b)-1(c) in connection with the exchange, and should consult their own tax advisors regarding any applicable filing obligations.

3. Section 367(b) — Consequences for the Sponsor

Ridgeway Capital Holdings LLC (Employer Identification Number: 87-1093847) is a Delaware limited liability company that holds 7,500,000 Class B Ordinary Shares (subject to forfeiture of 500,000 or up to 1,000,000 shares at closing pursuant to the Sponsor Support Agreement) and 8,000,000 private placement warrants. The Sponsor is classified as a partnership for U.S. federal income tax purposes.

As the Sponsor is a U.S. person (a domestic limited liability company classified as a partnership, the members of which include U.S. persons), the Domestication will be subject to the Section 367(b) rules for U.S. exchanging shareholders as described in Section IV.A.2 above. Specifically, the Sponsor (or, in the case of the Sponsor being treated as a partnership, the U.S. members of the Sponsor) will be treated as an exchanging shareholder with respect to the Class B Ordinary Shares and will be subject to the same analysis applicable to other U.S. holders — i.e., the requirement to include the all-earnings-and-profits amount in income or to recognize gain (but not loss) on the exchange. For the reasons set forth above, the all-earnings-and-profits amount attributable to the Sponsor's Class B Ordinary Shares is expected to be de minimis given Pinnacle's limited earnings and profits history as a blank-check company.

The treatment of the Sponsor's private placement warrants in the Domestication is addressed in Section IV.F below.

B. Tax Treatment of the Merger — Section 368(a)(1)(A) by Reason of Section 368(a)(2)(D)

1. Qualification as a Reorganization

The Merger is structured as a forward triangular merger. Specifically, Merger Sub (a direct, wholly owned subsidiary of the Combined Company, formed solely for the purpose of effecting the Merger) will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the Combined Company. In the Merger, the Skybridge stockholders will receive shares of Combined Company Common Stock in exchange for their shares of Skybridge common stock.

Section 368(a)(1)(A) of the Code defines a "reorganization" to include a "statutory merger or consolidation." Section 368(a)(2)(D) extends this definition to cover a transaction in which a subsidiary of the acquiring corporation merges with and into the target, provided that the following requirements are met:

(i) Substantially All of the Properties. The acquiring corporation (Merger Sub) must obtain substantially all of the properties of the target (Skybridge). In the Merger, Merger Sub will merge with and into Skybridge, with Skybridge surviving as the surviving entity. By operation of law under the DGCL, the surviving entity in a statutory merger succeeds to all of the assets and assumes all of the liabilities of each constituent corporation. Accordingly, the surviving entity (Skybridge) will retain all of the properties that it held immediately prior to the Merger, and Merger Sub's assets (which are nominal) will become assets of Skybridge by operation of law. The "substantially all" requirement, as applied in the context of a Section 368(a)(2)(D) forward triangular merger, is satisfied because the acquiring corporation obtains all of the target's properties through the merger mechanism. See Treas. Reg. § 1.368-2(b)(2); Rev. Rul. 2001-46, 2001-2 C.B. 321. This requirement is satisfied.

(ii) Statutory Merger. The Merger will be effected as a merger of Merger Sub, a Delaware corporation, with and into Skybridge, also a Delaware corporation, pursuant to the applicable provisions of the DGCL (including Section 251 thereof). The transaction constitutes a statutory merger under the laws of the State of Delaware, and therefore satisfies the requirement that the transaction qualify as a "statutory merger or consolidation" within the meaning of Section 368(a)(1)(A). See Treas. Reg. § 1.368-2(b)(1)(ii) (providing that a transaction qualifies as a statutory merger if it is effected pursuant to the statute of a state or the District of Columbia or under the laws of a foreign jurisdiction, provided that the transaction, as specified by such statute, results in the transfer and vesting of the assets of one corporation in another corporation and the termination of the transferor corporation's existence). This requirement is satisfied.

(iii) Consideration — Stock of the Parent Corporation. Section 368(a)(2)(D) requires that no stock of the acquiring corporation (Merger Sub) be used as consideration in the transaction, and that the consideration consist of stock of the controlling corporation (the Combined Company, as parent of Merger Sub). In the Merger, the Skybridge stockholders will receive solely shares of Combined Company Common Stock. No stock of Merger Sub is used as consideration. No cash or other non-stock consideration is paid to the Skybridge stockholders in the Merger. The repayment of the outstanding balance under Skybridge's revolving credit facility with Velthorn Commerce Bank, N.A. (approximately $18,500,000) will be effected from trust account proceeds and does not constitute consideration paid to the Skybridge stockholders — rather, it represents the assumption and repayment of a pre-existing target-level indebtedness, which is consistent with the treatment of liabilities in the context of a reorganization under Section 368. See Helvering v. Elkhorn Coal Co., 95 F.2d 732 (4th Cir. 1937); Rev. Rul. 73-102, 1973-1 C.B. 186. This requirement is satisfied.

In addition, Section 368(a)(2)(D) requires that the parent corporation (the Combined Company) hold "control" (within the meaning of Section 368(c) of the Code) of the acquiring corporation (Merger Sub) immediately before the Merger. Merger Sub is a direct, wholly owned subsidiary of the Combined Company, and the Combined Company therefore holds at least 80% of the total combined voting power and at least 80% of the total number of shares of each class of Merger Sub's stock. This control requirement is satisfied.

Accordingly, the Merger satisfies all of the requirements for treatment as a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(D) of the Code.

2. Continuity of Interest

The "continuity of interest" requirement, as set forth in Treas. Reg. § 1.368-1(e), requires that, in substance, a sufficient portion of the value of the proprietary interest in the target be preserved through the receipt by the target's former shareholders of an equity interest in the acquiring (or, in the case of a triangular merger, the parent) corporation.

In the Merger, the Skybridge stockholders will receive 45,000,000 shares of Combined Company Common Stock as the Closing Merger Consideration, and will be entitled to receive up to an additional 5,000,000 Earnout Shares upon the achievement of specified stock price milestones. All of the Merger consideration consists of equity of the Combined Company — no cash or other non-stock property ("boot") is paid to the Skybridge stockholders. Accordingly, 100% of the Closing Merger Consideration (excluding the contingent Earnout Shares) consists of Combined Company equity, which is well in excess of the 40% threshold that the Internal Revenue Service (the "IRS") has historically applied as a benchmark for determining whether the continuity of interest requirement is satisfied. See Treas. Reg. § 1.368-1(e)(2)(v), Example 1; Rev. Proc. 77-37, 1977-2 C.B. 568 (providing a 50% guideline for advance ruling purposes, which is generally understood to indicate that 40% represents a safe harbor in practice).

With respect to the Earnout Shares, such shares constitute contingent stock consideration. Under Rev. Proc. 84-42, 1984-1 C.B. 521, contingent stock consideration is generally included in the continuity of interest analysis, and the issuance of additional shares of Combined Company Common Stock upon achievement of the earnout milestones would constitute additional equity consideration that further supports — rather than undermines — the continuity of interest requirement.

Moreover, we have assumed (as set forth in Section III.B above) that the Skybridge stockholders will retain a sufficient proprietary interest in the Combined Company to satisfy the continuity of interest requirement, and that there is no plan or intention by the Skybridge stockholders, in the aggregate, to dispose of a substantial portion of the Combined Company Common Stock received in the Merger in a manner that would defeat continuity of interest.

The continuity of interest requirement is satisfied.

3. Continuity of Business Enterprise

The "continuity of business enterprise" requirement, as set forth in Treas. Reg. § 1.368-1(d), requires that the acquiring corporation (or, in the case of a triangular merger, the parent corporation or the target/surviving corporation) either (i) continue the target's historic business or (ii) use a significant portion of the target's historic business assets in a business.

Following the Merger, the Combined Company will continue to operate, directly or indirectly through Skybridge (as the surviving subsidiary), the historic business activities of Skybridge. Skybridge's historic business consists of providing a cloud-based payment orchestration and embedded-finance SaaS platform to mid-market financial institutions, neobanks, and fintech companies. As of the date hereof, Skybridge has approximately 340 employees, generated fiscal year 2024 revenue of approximately $87,300,000 (with annual recurring revenue, or "ARR," of approximately $94,600,000), and reported fiscal year 2024 EBITDA of approximately $14,100,000. The Combined Company (which will trade on The Nasdaq Stock Market under the ticker symbol "SBFT" following the closing) intends to continue Skybridge's operations from its principal offices, including its headquarters at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801, and its engineering and product development office at 450 Folsom Street, 7th Floor, San Francisco, California 94105. There is no plan or intention to sell, lease, or otherwise dispose of a significant portion of Skybridge's assets, or to discontinue Skybridge's historic business, following the Merger.

The continuity of business enterprise requirement is satisfied.

4. Business Purpose

The "business purpose" requirement, as articulated in Treas. Reg. § 1.368-1(b), requires that a reorganization be motivated by a legitimate corporate business purpose and not be undertaken merely for the purpose of avoiding U.S. federal income taxes. The Merger has a valid business purpose — specifically, the Merger is designed to accomplish the following legitimate corporate objectives:

(a) Providing Skybridge with access to the U.S. public capital markets by enabling it to become a publicly listed company on The Nasdaq Stock Market, thereby enhancing Skybridge's ability to raise capital, attract and retain employees through equity-based compensation, and pursue strategic growth opportunities;

(b) Providing Skybridge with growth capital from the proceeds of the trust account and the PIPE investment to fund product development, geographic expansion, and potential future acquisitions;

(c) Providing liquidity to existing Skybridge stockholders, including its principal institutional investors — Harborview Partners (holding approximately 38.2% of Skybridge's outstanding common stock on a pre-transaction basis), Atlas Horizon Ventures Fund II, LP (holding approximately 22.7%), and Skybridge's founder and management team (holding approximately 31.4% in the aggregate) — each of whom has supported the growth of Skybridge since its founding and will continue to hold a significant equity position in the Combined Company following the Business Combination, subject to applicable lock-up restrictions; and

(d) Enhancing the Combined Company's public profile, credibility, and visibility in the financial technology industry, which is expected to benefit Skybridge's business development efforts and competitive positioning.

The business purpose requirement is satisfied.

C. Tax Consequences to Skybridge Stockholders

1. General Rule — Tax-Free Exchange

Under Section 354(a)(1) of the Code, no gain or loss is recognized by a shareholder if stock in a corporation that is a party to a reorganization is exchanged solely for stock in another corporation that is also a party to the reorganization, in pursuance of the plan of reorganization. Because the Merger constitutes a reorganization within the meaning of Section 368(a)(1)(A) (by reason of Section 368(a)(2)(D)) of the Code, each of the Combined Company, Merger Sub, and Skybridge is a party to the reorganization within the meaning of Section 368(b), and the Skybridge stockholders will receive solely Combined Company Common Stock in exchange for their Skybridge common stock.

Accordingly, a Skybridge stockholder who exchanges all of its shares of Skybridge common stock solely for shares of Combined Company Common Stock in the Merger generally will not recognize any gain or loss on such exchange pursuant to Section 354(a)(1) of the Code.

Tax Basis. Under Section 358(a)(1) of the Code, a Skybridge stockholder's aggregate adjusted tax basis in the shares of Combined Company Common Stock received in the Merger will equal such stockholder's aggregate adjusted tax basis in the shares of Skybridge common stock surrendered in the exchange.

Holding Period. Under Section 1223(1) of the Code, the holding period of the shares of Combined Company Common Stock received by a Skybridge stockholder in the Merger will include the holding period of the shares of Skybridge common stock surrendered in the exchange, provided that such Skybridge common stock was held as a capital asset at the time of the Merger.

2. Earnout Shares

The Earnout Shares (up to an aggregate of 5,000,000 shares of Combined Company Common Stock) constitute contingent stock consideration payable to the Skybridge stockholders in connection with the Merger, subject to the achievement of specified stock price milestones during the periods described in Section II.B above.

The U.S. federal income tax treatment of contingent stock consideration in a reorganization is not entirely free from uncertainty. Under one approach — the "open transaction" approach — the Earnout Shares may be treated as additional reorganization consideration received by the Skybridge stockholders at the time of their issuance (i.e., when the applicable stock price milestone is achieved and the Earnout Shares are issued). Under this approach, the receipt of Earnout Shares would be treated as a tax-free exchange under Section 354(a)(1) of the Code, as the Skybridge stockholders would be receiving solely stock of the Combined Company (a party to the reorganization) in pursuance of the plan of reorganization.

Alternatively, the IRS may take the position that the contractual right to receive the Earnout Shares should be taken into account at the time of the Merger closing, with the value of such right included in the amount realized by the Skybridge stockholders in the exchange. Under this approach, the right to receive Earnout Shares would itself be treated as property received in the exchange, potentially raising questions as to whether the right constitutes "stock" or "securities" within the meaning of Section 354(a)(1) or instead constitutes "other property" subject to the "boot" provisions of Section 356 of the Code.

Notwithstanding the foregoing uncertainty, under either approach, the issuance of Earnout Shares should be treated as tax-free under Section 354(a)(1) of the Code, as the Skybridge stockholders receive solely stock of the Combined Company. To the extent the right to receive Earnout Shares is treated as a right to receive additional stock of a party to the reorganization, and such stock is in fact issued in the form of Combined Company Common Stock, the exchange should qualify for non-recognition treatment. See Rev. Proc. 84-42 (addressing contingent consideration in reorganizations).

The allocation of tax basis between the Closing Merger Consideration shares and the right to receive Earnout Shares requires careful analysis under the applicable facts and circumstances. Holders of Skybridge common stock should consult their own tax advisors regarding the specific U.S. federal income tax treatment of the Earnout Shares, including the proper allocation of basis and the timing of any income recognition.

3. Holders Who Exercise Appraisal Rights

Under Section 262 of the DGCL, a stockholder of Skybridge who properly demands and perfects appraisal rights in connection with the Merger will be entitled to receive payment of the "fair value" of such stockholder's shares of Skybridge common stock as determined by the Delaware Court of Chancery, in lieu of receiving shares of Combined Company Common Stock in the Merger.

To the extent that any Skybridge stockholder properly exercises and perfects appraisal rights under Section 262 of the DGCL, such stockholder will not participate in the reorganization exchange and will not receive Combined Company Common Stock. Instead, such stockholder will be treated as having received a taxable payment in exchange for its shares of Skybridge common stock. The cash payment received by such stockholder in satisfaction of the appraisal award generally will be treated as an amount received in exchange for such stockholder's Skybridge common stock, and such stockholder will recognize gain or loss measured by the difference between the amount of cash received and the stockholder's adjusted tax basis in the Skybridge common stock surrendered. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the stockholder's holding period in the Skybridge common stock exceeds one year as of the date of the Merger.

D. Tax Consequences to Pinnacle / Combined Company

Non-Recognition by the Combined Company. No gain or loss will be recognized by the Combined Company in connection with the Domestication (subject to the Section 367(b) analysis set forth in Section IV.A above) or the Merger. With respect to the Domestication, the Combined Company is treated as the same entity as Pinnacle for U.S. federal income tax purposes following the Section 368(a)(1)(F) reorganization. With respect to the Merger, Section 1032(a) of the Code provides that no gain or loss shall be recognized to a corporation on the receipt of money or other property in exchange for stock of such corporation, and Section 361(a) provides that no gain or loss shall be recognized to a corporation that is a party to a reorganization if it exchanges property in pursuance of the plan of reorganization solely for stock or securities in another corporation that is a party to the reorganization.

Basis of Acquired Assets. Under Section 362(b) of the Code, the Combined Company's tax basis in the assets of Skybridge (received indirectly through Skybridge, as the surviving subsidiary in the Merger) will be the same as Skybridge's adjusted tax basis in such assets immediately prior to the Merger. This carryover basis rule applies because the Merger constitutes a reorganization described in Section 368(a)(1)(A) by reason of Section 368(a)(2)(D).

Succession to Tax Attributes. Under Section 381(a) of the Code, the Combined Company (as the "acquiring corporation" for purposes of Section 381) will succeed to and take into account the tax attributes of Skybridge (the "distributor or transferor corporation") as of the close of the date of the Merger. Such tax attributes include, without limitation, net operating losses, capital loss carryovers, earnings and profits, accounting methods, and other items described in Section 381(c) of the Code. It should be noted, however, that Section 382 of the Code may impose limitations on the utilization of net operating losses and certain other tax attributes of Skybridge to the extent that there is an "ownership change" (within the meaning of Section 382(g)) of Skybridge in connection with the Merger. The determination of whether an ownership change has occurred, and the extent of any resulting limitation, requires a detailed analysis of the facts and circumstances that is beyond the scope of this opinion.

E. Tax Treatment of PIPE Investment

The PIPE subscription — pursuant to which the PIPE Investors will subscribe for and purchase an aggregate of 15,000,000 shares of Combined Company Common Stock at a price of $10.00 per share, for an aggregate purchase price of $150,000,000 — constitutes a separate issuance of Combined Company Common Stock for cash. The PIPE investment is not part of the reorganization exchange and does not involve the exchange of stock of a party to the reorganization for stock of another party to the reorganization.

The PIPE Investors will acquire their shares of Combined Company Common Stock in a taxable transaction. Each PIPE Investor will take a cost basis in the shares of Combined Company Common Stock acquired pursuant to its PIPE Subscription Agreement equal to $10.00 per share (the subscription price). The holding period of such shares will begin on the closing date of the PIPE investment (i.e., the date on which the shares are issued and the subscription price is paid).

The consummation of the PIPE investment does not affect the qualification of the Merger as a reorganization within the meaning of Section 368(a)(1)(A) by reason of Section 368(a)(2)(D). The PIPE investment is an independent capital-raising transaction by the Combined Company and is not consideration paid to the Skybridge stockholders in the Merger. See Rev. Rul. 78-130, 1978-1 C.B. 114 (holding that a contemporaneous sale of stock by an acquiring corporation for cash does not prevent a merger from qualifying as a reorganization).

F. Tax Treatment of Warrants

As described in Section II.A above, in connection with the Domestication, each outstanding warrant of Pinnacle (including the 10,000,000 public warrants and the 8,000,000 private placement warrants held by the Sponsor) will convert into a warrant to acquire one share of Combined Company Common Stock at an exercise price of $11.50 per share, on substantially the same terms as were applicable to such warrant immediately prior to the Domestication.

The U.S. federal income tax treatment of the conversion of Pinnacle warrants into Combined Company warrants in connection with the Domestication depends upon whether the warrants are treated as "securities" within the meaning of Section 354(a)(1) of the Code. The determination of whether a warrant constitutes a "security" for purposes of Section 354 is based on all the facts and circumstances, including the term of the warrant and other relevant factors. See Treas. Reg. § 1.354-1(e); Camp Wolters Enterprises, Inc. v. Commissioner, 22 T.C. 737 (1954), aff'd, 230 F.2d 555 (5th Cir. 1956).

(a) If the warrants are treated as "securities." To the extent the Pinnacle warrants are treated as "securities" within the meaning of Section 354(a)(1), the exchange of Pinnacle warrants for Combined Company warrants in the Domestication should be treated as a non-recognition event under Section 354(a)(1), and the warrant holders generally should not recognize gain or loss on such exchange. The warrant holders' basis in the Combined Company warrants would be determined under Section 358 (equal to their basis in the Pinnacle warrants surrendered), and their holding period in the Combined Company warrants would include the holding period of the Pinnacle warrants, pursuant to Section 1223(1).

(b) If the warrants are not treated as "securities." To the extent the Pinnacle warrants are not treated as "securities" within the meaning of Section 354(a)(1), the exchange of Pinnacle warrants for Combined Company warrants in the Domestication may be a taxable exchange. In such case, a warrant holder would recognize gain or loss equal to the difference between the fair market value of the Combined Company warrants received and the holder's adjusted tax basis in the Pinnacle warrants surrendered. However, given that the Combined Company is treated as the same entity as Pinnacle following the Section 368(a)(1)(F) reorganization, and the terms of the warrants remain substantially unchanged, the characterization of this exchange as a taxable event may be subject to further analysis.

Exercise of Warrants Post-Closing. A warrant holder who exercises a Combined Company warrant for Combined Company Common Stock following the closing of the Business Combination generally will not recognize gain or loss upon exercise (assuming a cash exercise at the $11.50 per share exercise price). The holder's tax basis in the share of Combined Company Common Stock received upon exercise will equal the sum of (i) the exercise price ($11.50 per share) and (ii) the holder's adjusted tax basis in the warrant. The holding period of the share of Combined Company Common Stock received upon exercise will begin on the date of exercise.

Warrant holders should consult their own tax advisors regarding the specific U.S. federal income tax treatment of the conversion of Pinnacle warrants into Combined Company warrants in the Domestication, including whether the warrants constitute "securities" for purposes of Section 354.

G. FIRPTA Considerations

We note that a comprehensive analysis of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") provisions and related withholding obligations has been prepared in a separate FIRPTA / Withholding Analysis Memorandum by Leonard Cross, Specialist Partner, Tax, Calderwood & Harkness LLP, and we cross-reference such memorandum for a more detailed discussion.

For purposes of this opinion, we note that Skybridge is not, and has not been at any time during the five-year period ending on the date of the Merger, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. Skybridge's assets consist principally of intellectual property, software, contractual rights, cash, and accounts receivable, and do not include any "United States real property interests" as defined in Section 897(c)(1) of the Code. Skybridge will deliver at closing a certification of non-U.S. real property holding corporation status and a notice to the IRS in accordance with Treas. Reg. § 1.1445-2(c)(3).

Accordingly, no FIRPTA withholding under Section 1445 of the Code is required in connection with the Merger.

V. OPINION

Based on the foregoing analysis, and subject in all respects to the assumptions, qualifications, limitations, and caveats set forth herein (including those set forth in Sections III and VI of this opinion), it is our opinion that:

A. The Domestication

1. The Domestication will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and the Combined Company (Skybridge Fintech Holdings, Inc.) will be treated as the same entity as Pinnacle Growth Acquisition Corp. for U.S. federal income tax purposes.

2. U.S. holders of Pinnacle ordinary shares (including Class A Ordinary Shares and Class B Ordinary Shares) may be required to recognize gain (but not loss) on the exchange of Pinnacle ordinary shares for Combined Company Common Stock in the Domestication, or, alternatively, to include in income the "all earnings and profits amount" attributable to their Pinnacle ordinary shares, in each case under Section 367(b) of the Code and Treas. Reg. § 1.367(b)-3. However, because Pinnacle is a blank-check company that has conducted no active business since its initial public offering and has generated only limited interest income on its trust account, the all-earnings-and-profits amount (and any gain required to be recognized) is expected to be minimal.

B. The Merger

3. The Merger will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(D) of the Code. Each of the Combined Company, Merger Sub, and Skybridge will be a "party to a reorganization" within the meaning of Section 368(b) of the Code.

4. A stockholder of Skybridge who exchanges all of its shares of Skybridge common stock solely for shares of Combined Company Common Stock in the Merger generally will not recognize gain or loss on such exchange, pursuant to Section 354(a)(1) of the Code.

5. A stockholder of Skybridge who receives Combined Company Common Stock in the Merger will have an aggregate adjusted tax basis in such Combined Company Common Stock equal to the aggregate adjusted tax basis of the Skybridge common stock surrendered in the exchange, pursuant to Section 358(a)(1) of the Code.

6. A stockholder of Skybridge who receives Combined Company Common Stock in the Merger will have a holding period for such Combined Company Common Stock that includes the period during which the stockholder held the Skybridge common stock surrendered in the exchange, provided that such Skybridge common stock was held as a capital asset at the time of the Merger, pursuant to Section 1223(1) of the Code.

C. Combined Company and Skybridge

7. Neither the Combined Company nor Skybridge will recognize gain or loss as a result of the Merger.

8. The Combined Company will succeed to and take into account the tax attributes of Skybridge under Section 381(a) of the Code, subject to applicable limitations, including potential limitations under Section 382 of the Code.

VI. QUALIFICATIONS, LIMITATIONS, AND CAVEATS

This opinion is subject to the following qualifications, limitations, and caveats:

1. Governing Law. This opinion is based on the Code, the Treasury Regulations promulgated thereunder, published administrative rulings and procedures of the IRS, and judicial decisions, in each case as in effect on the date hereof. All of the foregoing authorities are subject to change or differing interpretation at any time, possibly with retroactive effect, and any such change or differing interpretation could affect the validity of the opinions expressed herein. We assume no obligation to advise you of any such change or differing interpretation after the date hereof.

2. Limited Scope — U.S. Federal Income Tax Only. This opinion addresses only the U.S. federal income tax consequences described herein. This opinion does not address any state, local, or non-U.S. tax consequences of the Domestication, the Merger, or any other transaction contemplated by the BCA. In addition, this opinion does not address any U.S. federal tax consequences other than those arising under Subtitle A (Income Taxes) of the Code, including, without limitation, any consequences arising under the estate and gift tax provisions of the Code, the excise tax provisions of the Code (including the excise tax on stock repurchases imposed by Section 4501 of the Code), or the provisions of any U.S. federal tax law other than the Code.

3. Reliance on Factual Assumptions and Representations. This opinion is based on the factual assumptions set forth in Section III.B above and the representations made to us in the Pinnacle Representation Letter and the Company Representation Letter (attached hereto as Exhibits B and A, respectively). We have not independently verified any such assumption or representation. If any such assumption or representation is inaccurate or incomplete in any material respect, the opinions expressed herein could be adversely affected, and this opinion should not be relied upon.

4. No Opinion on Holder-Specific Circumstances. This opinion does not address the U.S. federal income tax consequences of the Domestication or the Merger to any particular holder of Pinnacle ordinary shares, Pinnacle warrants, or Skybridge common stock. Without limiting the generality of the foregoing, this opinion does not address the tax consequences to holders who (a) are dealers or brokers in securities or currencies, (b) are tax-exempt organizations (including entities described in Section 501(a) of the Code), (c) are partnerships, S corporations, or other pass-through entities (or investors in such entities), (d) are subject to the alternative minimum tax, (e) received their Pinnacle ordinary shares, warrants, or Skybridge common stock as compensation for services (including pursuant to the exercise of stock options or the vesting of restricted stock or restricted stock units), (f) hold their shares or warrants as part of a straddle, hedging, conversion, constructive sale, or other integrated transaction for U.S. federal income tax purposes, (g) exercise dissenters' or appraisal rights under Section 262 of the DGCL, (h) are insurance companies, banks, or other financial institutions, (i) are regulated investment companies or real estate investment trusts, (j) are subject to the special rules applicable to "controlled foreign corporations," "passive foreign investment companies," or corporations that accumulate earnings to avoid U.S. federal income tax, (k) are U.S. persons whose functional currency is not the U.S. dollar, or (l) are subject to Section 451(b) of the Code relating to the "applicable financial statement" income inclusion rule.

5. No Guarantee; No IRS Ruling. This opinion does not constitute a guarantee or assurance of any particular tax result. The conclusions expressed herein represent our best professional judgment as to the application of existing law to the transactions described herein, based on the facts and assumptions set forth above. No ruling has been or will be sought from the IRS with respect to any aspect of the Domestication or the Merger, and there can be no assurance that the IRS will not challenge the conclusions reached herein or that a court would not sustain such a challenge. The IRS is not bound by this opinion, and there can be no assurance that the IRS would agree with the opinions expressed herein.

6. No Obligation to Update. This opinion is expressed as of the date hereof, and we undertake no obligation to update or supplement this opinion to reflect any changes in facts, law, or interpretation occurring after the date hereof, or to advise you of any developments that might affect the opinions expressed herein.

7. Consent to Filing. We consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-4 (File No. 333-294817) and to the references to Calderwood & Harkness LLP under the headings "Material U.S. Federal Income Tax Consequences" and "Legal Matters" in the proxy statement/prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the c

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — DRAFT
CALDERWOOD & HARKNESS LLP Counselors at Law
125 Broad Street, 40th Floor New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
[●], 2025
Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, New York 10022
Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, Delaware 19801
Re: Tax Opinion in Connection with the Business Combination Among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd. — Registration Statement on Form S-4 (File No. 333-294817)
Ladies and Gentlemen:
I. INTRODUCTION AND PURPOSE
Calderwood & Harkness LLP ("we," "our," "us," or "C&H") serves as legal counsel to Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), in connection with the proposed business combination (the "Business Combination") contemplated by that certain Business Combination Agreement, dated as of April 14, 2025 (the "BCA"), by and among Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Pinnacle" or "PGAC"), Pinnacle Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge.
This opinion is being delivered in connection with the Registration Statement on Form S-4 (File No. 333-294817; CIK No. 0001948372) initially filed by Pinnacle with the United States Securities and Exchange Commission (the "SEC") on April 28, 2025, as subsequently amended (the "Registration Statement"), and is intended to be filed as an exhibit thereto. The Registration Statement includes a proxy statement/prospectus that, among other things, solicits (i) the approval of the shareholders of Pinnacle with respect to the Business Combination and certain related proposals and (ii) provides prospectus disclosure to the stockholders of Skybridge in connection with the issuance of shares of common stock of the Combined Company (as defined below) in the Merger (as defined below).
The purpose of this opinion is to opine on the United States federal income tax treatment of (a) the Domestication (as defined below) and (b) the Merger (as defined below) for purposes of the disclosure set forth in the Registration Statement under the heading "Material U.S. Federal Income Tax Consequences." This opinion is rendered pursuant to, and in accordance with, applicable standards for tax opinions included with registration statements filed under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, including the requirements of Item 601(b)(8) of Regulation S-K and Staff Legal Bulletin No. 19 (October 14, 2011).
Unless otherwise indicated, all "Section" references herein are to sections of the Internal Revenue Code of 1986, as amended (the "Code"), all "Treas. Reg." references are to the Treasury Regulations promulgated thereunder, and all capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the BCA.
II. DESCRIPTION OF THE TRANSACTIONS
The following is a summary description of the principal transactions that are the subject of this opinion, based upon our review of the documents and materials described in Section III below.
A. The Domestication
Immediately prior to the Merger Effective Time (as defined in the BCA), Pinnacle will effect a domestication (the "Domestication") by re-domiciling from the Cayman Islands to the State of Delaware. The Domestication will be effected pursuant to Section 388 of the Delaware General Corporation Law (the "DGCL") and the applicable provisions of the Cayman Islands Companies Act (as revised). The Domestication will be accomplished by the filing of a Certificate of Domestication and a Certificate of Incorporation with the Secretary of State of the State of Delaware and the issuance of a certificate of de-registration by the Registrar of Companies in the Cayman Islands, in each case in the forms reviewed by us and described in Section III.A below.
Upon effectiveness of the Domestication, Pinnacle will become a corporation organized under the laws of the State of Delaware and will be renamed "Skybridge Fintech Holdings, Inc." (the "Combined Company" or "SFH"). Following the Domestication, the Combined Company will be the same legal entity as Pinnacle, but domiciled in Delaware rather than the Cayman Islands.
In connection with the Domestication, the outstanding equity interests in Pinnacle will be converted into equity interests in the Combined Company as follows:
(a) Conversion of Class A Ordinary Shares. Each issued and outstanding Class A ordinary share, par value $0.0001 per share, of Pinnacle (the "Class A Ordinary Shares") will automatically convert, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Combined Company ("Combined Company Common Stock").
(b) Conversion of Class B Ordinary Shares. Each issued and outstanding Class B ordinary share, par value $0.0001 per share, of Pinnacle (the "Class B Ordinary Shares" or "Founder Shares"), which are held by Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"), will automatically convert, on a one-for-one basis, into one share of Combined Company Common Stock. As of the date hereof, there are 7,500,000 Class B Ordinary Shares outstanding. At closing, the Sponsor will forfeit 500,000 Class B Ordinary Shares (or an additional 500,000 Class B Ordinary Shares, for a total forfeiture of 1,000,000 Class B Ordinary Shares, if redemptions by Pinnacle's public shareholders exceed 75% of the outstanding Class A Ordinary Shares originally sold in Pinnacle's initial public offering), in each case pursuant to the terms of the Sponsor Support Agreement, dated as of April 14, 2025, between the Sponsor and Pinnacle (the "Sponsor Support Agreement").
(c) Conversion of Warrants. Each outstanding warrant of Pinnacle (consisting of 10,000,000 public warrants and 8,000,000 private placement warrants held by the Sponsor, each with an exercise price of $11.50 per share and exercisable for one Class A Ordinary Share) will automatically convert into a warrant exercisable for one share of Combined Company Common Stock at an exercise price of $11.50 per share, on substantially the same terms and conditions as were applicable to such warrant immediately prior to the Domestication.
The Domestication is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and Pinnacle and the Combined Company are each intended to be a "party to a reorganization" within the meaning of Section 368(b) of the Code.
B. The Merger
Following the Domestication and at the Merger Effective Time, Merger Sub will merge with and into Skybridge (the "Merger"), with Skybridge surviving as a wholly owned subsidiary of the Combined Company. The Merger will be structured as a forward triangular merger, with Merger Sub as the merging entity and Skybridge as the surviving entity. The Merger will be effected pursuant to the DGCL by the filing of a Certificate of Merger with the Secretary of State of the State of Delaware.
As consideration for the Merger, the stockholders of Skybridge will receive shares of Combined Company Common Stock in exchange for all of the outstanding shares of Skybridge common stock, par value $0.001 per share, held by them immediately prior to the Merger Effective Time. The merger consideration will be valued at $10.00 per share. The total number of shares of Combined Company Common Stock to be issued to the Skybridge stockholders at closing is 45,000,000 shares (the "Closing Merger Consideration"), reflecting an implied equity value of Skybridge of $450,000,000.
In addition to the Closing Merger Consideration, the Skybridge stockholders will be entitled to receive up to an aggregate of 5,000,000 additional shares of Combined Company Common Stock (the "Earnout Shares"), issuable in two tranches upon the achievement of certain stock price milestones following the closing of the Business Combination, as follows:
(i) Tranche 1 Earnout Shares. 2,500,000 shares of Combined Company Common Stock will become issuable if the volume-weighted average trading price ("VWAP") of Combined Company Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any period of thirty (30) consecutive trading days during the twenty-four (24) month period following the closing date of the Business Combination.
(ii) Tranche 2 Earnout Shares. An additional 2,500,000 shares of Combined Company Common Stock will become issuable if the VWAP of Combined Company Common Stock equals or exceeds $15.00 per share for any twenty (20) trading days within any period of thirty (30) consecutive trading days during the thirty-six (36) month period following the closing date of the Business Combination.
The Merger is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(D) of the Code, and each of the Combined Company, Merger Sub, and Skybridge is intended to be a "party to a reorganization" within the meaning of Section 368(b) of the Code.
Concurrent with the consummation of the Merger, certain institutional investors (the "PIPE Investors") have entered into subscription agreements (the "PIPE Subscription Agreements") pursuant to which they have committed to subscribe for and purchase, in the aggregate, 15,000,000 shares of Combined Company Common Stock at a price of $10.00 per share, for an aggregate purchase price of $150,000,000. The PIPE Investors and their respective commitment amounts are as follows:
Additionally, in connection with the closing of the Business Combination, Skybridge's existing revolving credit facility with Velthorn Commerce Bank, N.A. ($18,500,000 outstanding under the Credit Agreement dated March 22, 2023, with an aggregate commitment of $25,000,000) will be repaid in full from trust account proceeds at closing.
III. DOCUMENTS REVIEWED AND FACTUAL ASSUMPTIONS
A. Documents Reviewed
In connection with the preparation of this opinion, we have reviewed originals, or copies certified or otherwise represented to us to be correct, of the following documents (collectively, the "Transaction Documents"):
1. Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd. (execution version);
2. Sponsor Support Agreement, dated as of April 14, 2025, by and between Ridgeway Capital Holdings LLC and Pinnacle Growth Acquisition Corp.;
3. Company Stockholder Support Agreement, dated as of April 14, 2025, by and among Harborview Partners, Atlas Horizon Ventures Fund II, LP, Priya Chandrasekaran, and Skybridge Fintech Ltd.;
4. Lock-Up Agreement, dated as of April 14, 2025, among the Combined Company and the parties identified therein;
5. Registration Rights Agreement (form attached as an exhibit to the BCA);
6. PIPE Subscription Agreements (forms attached as exhibits to the BCA, together with the schedule of PIPE Investors and their respective commitment amounts);
7. Non-Redemption / Backstop Agreement, dated as of April 14, 2025, by and between Velthryn Strategic Investments, LP and Pinnacle Growth Acquisition Corp.;
8. Earnout Agreement (form attached as an exhibit to the BCA);
9. Form of Certificate of Domestication and Certificate of Incorporation of Skybridge Fintech Holdings, Inc. (to be filed with the Secretary of State of the State of Delaware in connection with the Domestication);
10. Form of Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.;
11. Registration Statement on Form S-4 (File No. 333-294817; CIK No. 0001948372) initially filed with the SEC on April 28, 2025, as subsequently amended through the date hereof;
12. Tax Structure Memorandum, dated April 10, 2025, prepared by Leonard Cross, Specialist Partner, Tax, Calderwood & Harkness LLP;
13. Form of Officer's Certificate and Tax Representation Letter of Pinnacle Growth Acquisition Corp. (the "Pinnacle Representation Letter"), to be executed and delivered by Jonathan Mercer, Chief Executive Officer, and Elaine Stratford, Chief Financial Officer, of Pinnacle at or prior to the closing of the Business Combination (attached hereto as Exhibit B);
14. Form of Officer's Certificate and Tax Representation Letter of Skybridge Fintech Ltd. (the "Company Representation Letter"), to be executed and delivered by Priya Chandrasekaran, Chief Executive Officer, and Marcus Ellingham, Chief Financial Officer, of Skybridge at or prior to the closing of the Business Combination (attached hereto as Exhibit A); and
15. Such other documents, instruments, certificates, records, and materials as we have deemed relevant or necessary for purposes of rendering this opinion.
B. Factual Assumptions and Representations
In rendering this opinion, we have relied upon and assumed, without independent investigation or verification, the following:
(a) The transactions contemplated by the BCA, including the Domestication and the Merger, will be consummated in accordance with the terms and conditions set forth in the BCA and the other Transaction Documents, without waiver, breach, or modification of any material term or condition thereof, and in compliance with all applicable laws and regulations.
(b) All factual representations, warranties, and statements set forth in the Pinnacle Representation Letter and the Company Representation Letter (in the forms attached hereto as Exhibits B and A, respectively) are and will be true, correct, and complete in all material respects as of the date of execution thereof and as of the closing date of the Business Combination. We have not undertaken any independent investigation to verify such factual representations, and we assume no responsibility with respect to the accuracy or completeness thereof.
(c) The Domestication and the Merger will be consummated as steps in a single integrated plan, as described in the BCA and the Registration Statement. The Domestication and the Merger, taken together, are components of an integrated series of transactions designed to accomplish the overall Business Combination.
(d) There is no plan or intention by Pinnacle shareholders, considered in the aggregate, to sell, exchange, transfer, or otherwise dispose of shares of Combined Company Common Stock received in the Domestication in a manner or to an extent that would cause Pinnacle to fail to satisfy the "continuity of interest" requirement as set forth in Treas. Reg. § 1.368-1(e) with respect to the Domestication, considered as a Section 368(a)(1)(F) reorganization.
(e) The stockholders of Skybridge will retain a sufficient proprietary interest in the Combined Company, by virtue of their receipt and continued ownership of Combined Company Common Stock in the Merger, to satisfy the "continuity of interest" requirement of Treas. Reg. § 1.368-1(e) with respect to the Merger.
(f) The Combined Company will continue to conduct, directly or through its wholly owned subsidiary (Skybridge, as the surviving entity in the Merger), the significant historic business activities of Skybridge — including, without limitation, Skybridge's cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform — thereby satisfying the "continuity of business enterprise" requirement as set forth in Treas. Reg. § 1.368-1(d).
(g) All original documents provided to us are authentic, all copies provided to us are true and complete copies of the originals thereof, and all signatures on such documents are genuine.
(h) Each entity that is a party to the BCA or any Transaction Document has been duly organized or formed and is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite power and authority to execute, deliver, and perform its obligations under the BCA and the applicable Transaction Documents.
(i) The BCA and the Transaction Documents have been duly authorized, executed, and delivered by all parties thereto, and constitute legal, valid, and binding obligations of each such party, enforceable in accordance with their respective terms.
In addition to the foregoing, we note the following limitations on the scope of this opinion:
(j) We express no opinion as to any state, local, or non-U.S. tax consequences of the Domestication, the Merger, or any other transaction contemplated by the BCA, including, without limitation, any tax consequences arising under the laws of the Cayman Islands, the State of Delaware (other than as may be relevant to the characterization of the Domestication and the Merger under the DGCL), or any other jurisdiction.
(k) We express no opinion as to the tax treatment of any holder-specific circumstances or any particular holder of Pinnacle ordinary shares, warrants, or rights, or any particular holder of Skybridge common stock. Without limiting the generality of the foregoing, this opinion does not address the tax consequences to (i) holders who received their shares as compensation for services, (ii) holders who exercise dissenters' or appraisal rights under Section 262 of the DGCL or otherwise, (iii) holders who are dealers or brokers in securities, (iv) holders who hold their shares as part of a straddle, hedging, conversion, constructive sale, or other integrated transaction, (v) holders subject to the alternative minimum tax, (vi) tax-exempt organizations, (vii) regulated investment companies, real estate investment trusts, or other special status entities, (viii) partnerships or other pass-through entities (or investors in such entities), (ix) holders subject to the provisions of Section 451(b) of the Code relating to the "applicable financial statement" income inclusion rule, or (x) holders whose functional currency is not the U.S. dollar.
IV. APPLICABLE LAW AND ANALYSIS
A. Tax Treatment of the Domestication — Section 367(b) and Section 368(a)(1)(F)
1. Classification of the Domestication as a Section 368(a)(1)(F) Reorganization
Section 368(a)(1)(F) of the Code defines a "reorganization" to include "a mere change in identity, form, or place of organization of one corporation, however effected." A domestication by which a foreign corporation re-domiciles to become a domestic corporation — without any change in assets, liabilities, or equity ownership — is generally treated as a transaction described in Section 368(a)(1)(F). See Rev. Rul. 88-25, 1988-1 C.B. 116 (holding that a reincorporation from one state to another constituted a Section 368(a)(1)(F) reorganization); Treas. Reg. § 1.368-2(m) (addressing the treatment of certain transactions as potential F reorganizations).
Pinnacle is currently classified as a corporation for U.S. federal income tax purposes. Specifically, Pinnacle is a Cayman Islands exempted company and is treated as a foreign corporation under Section 7701(a)(5) of the Code. Pinnacle has not elected, and does not intend to elect, to be classified other than as a corporation. Upon effectiveness of the Domestication, the Combined Company (Skybridge Fintech Holdings, Inc.) will be a corporation organized under the laws of the State of Delaware and will be treated as a domestic corporation under Section 7701(a)(4) of the Code. The Domestication will not result in any change in the assets, liabilities, or equity ownership of the entity — it will merely effect a change in the place of organization from the Cayman Islands to the State of Delaware.
The Domestication satisfies each of the requirements for qualification as a Section 368(a)(1)(F) reorganization:
(i) Single operating corporation. The Domestication involves only one operating corporation — Pinnacle/the Combined Company. No assets are transferred to or from any other entity, and no new entity is created in connection with the Domestication. See Treas. Reg. § 1.368-2(m)(1)(i).
(ii) Transfer of assets. The assets of Pinnacle (a foreign corporation) will be deemed transferred to the Combined Company (a domestic corporation) in connection with the change of domicile. Although the transfer is a legal formality (as the entity continues in existence as the same juridical entity), for U.S. federal income tax purposes, the Domestication is treated as involving a transfer of all of the assets and liabilities of Pinnacle to a newly formed domestic corporation in exchange for stock of that domestic corporation, followed by a distribution of such stock to the former shareholders of Pinnacle. See Treas. Reg. § 1.367(b)-2(f).
(iii) Resulting corporation is the sole issuer of stock. In the Domestication, the Combined Company is the sole corporation that issues stock — each existing Pinnacle shareholder receives stock of the Combined Company, and no stock of any other corporation is issued as part of the Domestication.
Accordingly, the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and both Pinnacle and the Combined Company are "parties to a reorganization" within the meaning of Section 368(b) of the Code.
2. Section 367(b) Consequences — U.S. Holders of Pinnacle
Because the Domestication involves the deemed transfer of assets from a foreign corporation (Pinnacle) to a domestic corporation (the Combined Company) in a transaction described in Section 368(a)(1)(F), the Domestication constitutes an "inbound" transaction subject to the provisions of Section 367(b) of the Code and the Treasury Regulations promulgated thereunder.
Section 367(b) provides that, in connection with certain exchanges described in Section 332, 351, 354, 355, 356, or 361 that involve a foreign corporation, the regulations promulgated by the Secretary shall include such adjustments to the basis of stock or securities and such other determinations as are necessary to prevent the importation of earnings and profits into the United States without appropriate recognition of income. The regulations under Section 367(b), and specifically Treas. Reg. § 1.367(b)-3, set forth detailed rules applicable to transactions in which a foreign corporation transfers its assets to a domestic corporation in a Section 368(a)(1)(F) reorganization.
Under Treas. Reg. § 1.367(b)-3(b)(1), a U.S. person who is an "exchanging shareholder" — i.e., a shareholder who exchanges stock of a foreign corporation for stock of a domestic corporation pursuant to a Section 367(b) transaction — is generally required to include in income as a deemed dividend the "all earnings and profits amount" within the meaning of Treas. Reg. § 1.367(b)-2(d). Alternatively, the exchanging shareholder may elect to recognize any gain (but not loss) realized on the exchange, in lieu of the deemed dividend inclusion, as provided in Treas. Reg. § 1.367(b)-3(c)(1).
The "all earnings and profits amount" is defined in Treas. Reg. § 1.367(b)-2(d) as the net positive earnings and profits of the foreign corporation (determined under Section 312 and Treas. Reg. § 1.367(b)-2(d)(2)) attributable to the exchanging shareholder's stock, as determined on the last day of the foreign corporation's taxable year that includes the date of the exchange.
As a practical matter, the all-earnings-and-profits amount with respect to Pinnacle is expected to be minimal. Pinnacle is a blank-check company formed solely for the purpose of effecting a business combination. Since its initial public offering on October 17, 2023, Pinnacle has not conducted any active trade or business operations. Pinnacle's sole source of income has been interest earned on the funds held in its trust account with Adriatic Health IT. As of March 31, 2025, the trust account had an approximate balance of $312,600,000, representing approximately $12,600,000 of accrued interest on the original $300,000,000 of gross IPO proceeds deposited in trust. After accounting for applicable taxes, franchise taxes, working capital expenditures, and permitted withdrawals from the trust account, Pinnacle's accumulated earnings and profits (computed for U.S. federal income tax purposes under Section 312) are expected to be de minimis.
Accordingly, even if a U.S. holder of Pinnacle Class A Ordinary Shares or Class B Ordinary Shares is required to include the all-earnings-and-profits amount in income as a deemed dividend, or to recognize gain on the exchange pursuant to Treas. Reg. § 1.367(b)-3(c)(1), the amount of such inclusion or gain recognition is expected to be minimal. Each U.S. holder of Pinnacle ordinary shares should consult its own tax advisor regarding the specific application of Section 367(b) and the Treasury Regulations thereunder to its particular circumstances, including the advisability of making an election under Treas. Reg. § 1.367(b)-3(c)(1).
Non-U.S. Holders of Pinnacle. Section 367(b) and Treas. Reg. § 1.367(b)-3 generally should not require gain recognition by a non-U.S. holder of Pinnacle ordinary shares in connection with the Domestication. However, non-U.S. holders may be subject to certain reporting requirements under Treas. Reg. § 1.367(b)-1(c) in connection with the exchange, and should consult their own tax advisors regarding any applicable filing obligations.
3. Section 367(b) — Consequences for the Sponsor
Ridgeway Capital Holdings LLC (Employer Identification Number: 87-1093847) is a Delaware limited liability company that holds 7,500,000 Class B Ordinary Shares (subject to forfeiture of 500,000 or up to 1,000,000 shares at closing pursuant to the Sponsor Support Agreement) and 8,000,000 private placement warrants. The Sponsor is classified as a partnership for U.S. federal income tax purposes.
As the Sponsor is a U.S. person (a domestic limited liability company classified as a partnership, the members of which include U.S. persons), the Domestication will be subject to the Section 367(b) rules for U.S. exchanging shareholders as described in Section IV.A.2 above. Specifically, the Sponsor (or, in the case of the Sponsor being treated as a partnership, the U.S. members of the Sponsor) will be treated as an exchanging shareholder with respect to the Class B Ordinary Shares and will be subject to the same analysis applicable to other U.S. holders — i.e., the requirement to include the all-earnings-and-profits amount in income or to recognize gain (but not loss) on the exchange. For the reasons set forth above, the all-earnings-and-profits amount attributable to the Sponsor's Class B Ordinary Shares is expected to be de minimis given Pinnacle's limited earnings and profits history as a blank-check company.
The treatment of the Sponsor's private placement warrants in the Domestication is addressed in Section IV.F below.
B. Tax Treatment of the Merger — Section 368(a)(1)(A) by Reason of Section 368(a)(2)(D)
1. Qualification as a Reorganization
The Merger is structured as a forward triangular merger. Specifically, Merger Sub (a direct, wholly owned subsidiary of the Combined Company, formed solely for the purpose of effecting the Merger) will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of the Combined Company. In the Merger, the Skybridge stockholders will receive shares of Combined Company Common Stock in exchange for their shares of Skybridge common stock.
Section 368(a)(1)(A) of the Code defines a "reorganization" to include a "statutory merger or consolidation." Section 368(a)(2)(D) extends this definition to cover a transaction in which a subsidiary of the acquiring corporation merges with and into the target, provided that the following requirements are met:
(i) Substantially All of the Properties. The acquiring corporation (Merger Sub) must obtain substantially all of the properties of the target (Skybridge). In the Merger, Merger Sub will merge with and into Skybridge, with Skybridge surviving as the surviving entity. By operation of law under the DGCL, the surviving entity in a statutory merger succeeds to all of the assets and assumes all of the liabilities of each constituent corporation. Accordingly, the surviving entity (Skybridge) will retain all of the properties that it held immediately prior to the Merger, and Merger Sub's assets (which are nominal) will become assets of Skybridge by operation of law. The "substantially all" requirement, as applied in the context of a Section 368(a)(2)(D) forward triangular merger, is satisfied because the acquiring corporation obtains all of the target's properties through the merger mechanism. See Treas. Reg. § 1.368-2(b)(2); Rev. Rul. 2001-46, 2001-2 C.B. 321. This requirement is satisfied.
(ii) Statutory Merger. The Merger will be effected as a merger of Merger Sub, a Delaware corporation, with and into Skybridge, also a Delaware corporation, pursuant to the applicable provisions of the DGCL (including Section 251 thereof). The transaction constitutes a statutory merger under the laws of the State of Delaware, and therefore satisfies the requirement that the transaction qualify as a "statutory merger or consolidation" within the meaning of Section 368(a)(1)(A). See Treas. Reg. § 1.368-2(b)(1)(ii) (providing that a transaction qualifies as a statutory merger if it is effected pursuant to the statute of a state or the District of Columbia or under the laws of a foreign jurisdiction, provided that the transaction, as specified by such statute, results in the transfer and vesting of the assets of one corporation in another corporation and the termination of the transferor corporation's existence). This requirement is satisfied.
(iii) Consideration — Stock of the Parent Corporation. Section 368(a)(2)(D) requires that no stock of the acquiring corporation (Merger Sub) be used as consideration in the transaction, and that the consideration consist of stock of the controlling corporation (the Combined Company, as parent of Merger Sub). In the Merger, the Skybridge stockholders will receive solely shares of Combined Company Common Stock. No stock of Merger Sub is used as consideration. No cash or other non-stock consideration is paid to the Skybridge stockholders in the Merger. The repayment of the outstanding balance under Skybridge's revolving credit facility with Velthorn Commerce Bank, N.A. (approximately $18,500,000) will be effected from trust account proceeds and does not constitute consideration paid to the Skybridge stockholders — rather, it represents the assumption and repayment of a pre-existing target-level indebtedness, which is consistent with the treatment of liabilities in the context of a reorganization under Section 368. See Helvering v. Elkhorn Coal Co., 95 F.2d 732 (4th Cir. 1937); Rev. Rul. 73-102, 1973-1 C.B. 186. This requirement is satisfied.
In addition, Section 368(a)(2)(D) requires that the parent corporation (the Combined Company) hold "control" (within the meaning of Section 368(c) of the Code) of the acquiring corporation (Merger Sub) immediately before the Merger. Merger Sub is a direct, wholly owned subsidiary of the Combined Company, and the Combined Company therefore holds at least 80% of the total combined voting power and at least 80% of the total number of shares of each class of Merger Sub's stock. This control requirement is satisfied.
Accordingly, the Merger satisfies all of the requirements for treatment as a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(D) of the Code.
2. Continuity of Interest
The "continuity of interest" requirement, as set forth in Treas. Reg. § 1.368-1(e), requires that, in substance, a sufficient portion of the value of the proprietary interest in the target be preserved through the receipt by the target's former shareholders of an equity interest in the acquiring (or, in the case of a triangular merger, the parent) corporation.
In the Merger, the Skybridge stockholders will receive 45,000,000 shares of Combined Company Common Stock as the Closing Merger Consideration, and will be entitled to receive up to an additional 5,000,000 Earnout Shares upon the achievement of specified stock price milestones. All of the Merger consideration consists of equity of the Combined Company — no cash or other non-stock property ("boot") is paid to the Skybridge stockholders. Accordingly, 100% of the Closing Merger Consideration (excluding the contingent Earnout Shares) consists of Combined Company equity, which is well in excess of the 40% threshold that the Internal Revenue Service (the "IRS") has historically applied as a benchmark for determining whether the continuity of interest requirement is satisfied. See Treas. Reg. § 1.368-1(e)(2)(v), Example 1; Rev. Proc. 77-37, 1977-2 C.B. 568 (providing a 50% guideline for advance ruling purposes, which is generally understood to indicate that 40% represents a safe harbor in practice).
With respect to the Earnout Shares, such shares constitute contingent stock consideration. Under Rev. Proc. 84-42, 1984-1 C.B. 521, contingent stock consideration is generally included in the continuity of interest analysis, and the issuance of additional shares of Combined Company Common Stock upon achievement of the earnout milestones would constitute additional equity consideration that further supports — rather than undermines — the continuity of interest requirement.
Moreover, we have assumed (as set forth in Section III.B above) that the Skybridge stockholders will retain a sufficient proprietary interest in the Combined Company to satisfy the continuity of interest requirement, and that there is no plan or intention by the Skybridge stockholders, in the aggregate, to dispose of a substantial portion of the Combined Company Common Stock received in the Merger in a manner that would defeat continuity of interest.
The continuity of interest requirement is satisfied.
3. Continuity of Business Enterprise
The "continuity of business enterprise" requirement, as set forth in Treas. Reg. § 1.368-1(d), requires that the acquiring corporation (or, in the case of a triangular merger, the parent corporation or the target/surviving corporation) either (i) continue the target's historic business or (ii) use a significant portion of the target's historic business assets in a business.
Following the Merger, the Combined Company will continue to operate, directly or indirectly through Skybridge (as the surviving subsidiary), the historic business activities of Skybridge. Skybridge's historic business consists of providing a cloud-based payment orchestration and embedded-finance SaaS platform to mid-market financial institutions, neobanks, and fintech companies. As of the date hereof, Skybridge has approximately 340 employees, generated fiscal year 2024 revenue of approximately $87,300,000 (with annual recurring revenue, or "ARR," of approximately $94,600,000), and reported fiscal year 2024 EBITDA of approximately $14,100,000. The Combined Company (which will trade on The Nasdaq Stock Market under the ticker symbol "SBFT" following the closing) intends to continue Skybridge's operations from its principal offices, including its headquarters at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801, and its engineering and product development office at 450 Folsom Street, 7th Floor, San Francisco, California 94105. There is no plan or intention to sell, lease, or otherwise dispose of a significant portion of Skybridge's assets, or to discontinue Skybridge's historic business, following the Merger.
The continuity of business enterprise requirement is satisfied.
4. Business Purpose
The "business purpose" requirement, as articulated in Treas. Reg. § 1.368-1(b), requires that a reorganization be motivated by a legitimate corporate business purpose and not be undertaken merely for the purpose of avoiding U.S. federal income taxes. The Merger has a valid business purpose — specifically, the Merger is designed to accomplish the following legitimate corporate objectives:
(a) Providing Skybridge with access to the U.S. public capital markets by enabling it to become a publicly listed company on The Nasdaq Stock Market, thereby enhancing Skybridge's ability to raise capital, attract and retain employees through equity-based compensation, and pursue strategic growth opportunities;
(b) Providing Skybridge with growth capital from the proceeds of the trust account and the PIPE investment to fund product development, geographic expansion, and potential future acquisitions;
(c) Providing liquidity to existing Skybridge stockholders, including its principal institutional investors — Harborview Partners (holding approximately 38.2% of Skybridge's outstanding common stock on a pre-transaction basis), Atlas Horizon Ventures Fund II, LP (holding approximately 22.7%), and Skybridge's founder and management team (holding approximately 31.4% in the aggregate) — each of whom has supported the growth of Skybridge since its founding and will continue to hold a significant equity position in the Combined Company following the Business Combination, subject to applicable lock-up restrictions; and
(d) Enhancing the Combined Company's public profile, credibility, and visibility in the financial technology industry, which is expected to benefit Skybridge's business development efforts and competitive positioning.
The business purpose requirement is satisfied.
C. Tax Consequences to Skybridge Stockholders
1. General Rule — Tax-Free Exchange
Under Section 354(a)(1) of the Code, no gain or loss is recognized by a shareholder if stock in a corporation that is a party to a reorganization is exchanged solely for stock in another corporation that is also a party to the reorganization, in pursuance of the plan of reorganization. Because the Merger constitutes a reorganization within the meaning of Section 368(a)(1)(A) (by reason of Section 368(a)(2)(D)) of the Code, each of the Combined Company, Merger Sub, and Skybridge is a party to the reorganization within the meaning of Section 368(b), and the Skybridge stockholders will receive solely Combined Company Common Stock in exchange for their Skybridge common stock.
Accordingly, a Skybridge stockholder who exchanges all of its shares of Skybridge common stock solely for shares of Combined Company Common Stock in the Merger generally will not recognize any gain or loss on such exchange pursuant to Section 354(a)(1) of the Code.
Tax Basis. Under Section 358(a)(1) of the Code, a Skybridge stockholder's aggregate adjusted tax basis in the shares of Combined Company Common Stock received in the Merger will equal such stockholder's aggregate adjusted tax basis in the shares of Skybridge common stock surrendered in the exchange.
Holding Period. Under Section 1223(1) of the Code, the holding period of the shares of Combined Company Common Stock received by a Skybridge stockholder in the Merger will include the holding period of the shares of Skybridge common stock surrendered in the exchange, provided that such Skybridge common stock was held as a capital asset at the time of the Merger.
2. Earnout Shares
The Earnout Shares (up to an aggregate of 5,000,000 shares of Combined Company Common Stock) constitute contingent stock consideration payable to the Skybridge stockholders in connection with the Merger, subject to the achievement of specified stock price milestones during the periods described in Section II.B above.
The U.S. federal income tax treatment of contingent stock consideration in a reorganization is not entirely free from uncertainty. Under one approach — the "open transaction" approach — the Earnout Shares may be treated as additional reorganization consideration received by the Skybridge stockholders at the time of their issuance (i.e., when the applicable stock price milestone is achieved and the Earnout Shares are issued). Under this approach, the receipt of Earnout Shares would be treated as a tax-free exchange under Section 354(a)(1) of the Code, as the Skybridge stockholders would be receiving solely stock of the Combined Company (a party to the reorganization) in pursuance of the plan of reorganization.
Alternatively, the IRS may take the position that the contractual right to receive the Earnout Shares should be taken into account at the time of the Merger closing, with the value of such right included in the amount realized by the Skybridge stockholders in the exchange. Under this approach, the right to receive Earnout Shares would itself be treated as property received in the exchange, potentially raising questions as to whether the right constitutes "stock" or "securities" within the meaning of Section 354(a)(1) or instead constitutes "other property" subject to the "boot" provisions of Section 356 of the Code.
Notwithstanding the foregoing uncertainty, under either approach, the issuance of Earnout Shares should be treated as tax-free under Section 354(a)(1) of the Code, as the Skybridge stockholders receive solely stock of the Combined Company. To the extent the right to receive Earnout Shares is treated as a right to receive additional stock of a party to the reorganization, and such stock is in fact issued in the form of Combined Company Common Stock, the exchange should qualify for non-recognition treatment. See Rev. Proc. 84-42 (addressing contingent consideration in reorganizations).
The allocation of tax basis between the Closing Merger Consideration shares and the right to receive Earnout Shares requires careful analysis under the applicable facts and circumstances. Holders of Skybridge common stock should consult their own tax advisors regarding the specific U.S. federal income tax treatment of the Earnout Shares, including the proper allocation of basis and the timing of any income recognition.
3. Holders Who Exercise Appraisal Rights
Under Section 262 of the DGCL, a stockholder of Skybridge who properly demands and perfects appraisal rights in connection with the Merger will be entitled to receive payment of the "fair value" of such stockholder's shares of Skybridge common stock as determined by the Delaware Court of Chancery, in lieu of receiving shares of Combined Company Common Stock in the Merger.
To the extent that any Skybridge stockholder properly exercises and perfects appraisal rights under Section 262 of the DGCL, such stockholder will not participate in the reorganization exchange and will not receive Combined Company Common Stock. Instead, such stockholder will be treated as having received a taxable payment in exchange for its shares of Skybridge common stock. The cash payment received by such stockholder in satisfaction of the appraisal award generally will be treated as an amount received in exchange for such stockholder's Skybridge common stock, and such stockholder will recognize gain or loss measured by the difference between the amount of cash received and the stockholder's adjusted tax basis in the Skybridge common stock surrendered. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the stockholder's holding period in the Skybridge common stock exceeds one year as of the date of the Merger.
D. Tax Consequences to Pinnacle / Combined Company
Non-Recognition by the Combined Company. No gain or loss will be recognized by the Combined Company in connection with the Domestication (subject to the Section 367(b) analysis set forth in Section IV.A above) or the Merger. With respect to the Domestication, the Combined Company is treated as the same entity as Pinnacle for U.S. federal income tax purposes following the Section 368(a)(1)(F) reorganization. With respect to the Merger, Section 1032(a) of the Code provides that no gain or loss shall be recognized to a corporation on the receipt of money or other property in exchange for stock of such corporation, and Section 361(a) provides that no gain or loss shall be recognized to a corporation that is a party to a reorganization if it exchanges property in pursuance of the plan of reorganization solely for stock or securities in another corporation that is a party to the reorganization.
Basis of Acquired Assets. Under Section 362(b) of the Code, the Combined Company's tax basis in the assets of Skybridge (received indirectly through Skybridge, as the surviving subsidiary in the Merger) will be the same as Skybridge's adjusted tax basis in such assets immediately prior to the Merger. This carryover basis rule applies because the Merger constitutes a reorganization described in Section 368(a)(1)(A) by reason of Section 368(a)(2)(D).
Succession to Tax Attributes. Under Section 381(a) of the Code, the Combined Company (as the "acquiring corporation" for purposes of Section 381) will succeed to and take into account the tax attributes of Skybridge (the "distributor or transferor corporation") as of the close of the date of the Merger. Such tax attributes include, without limitation, net operating losses, capital loss carryovers, earnings and profits, accounting methods, and other items described in Section 381(c) of the Code. It should be noted, however, that Section 382 of the Code may impose limitations on the utilization of net operating losses and certain other tax attributes of Skybridge to the extent that there is an "ownership change" (within the meaning of Section 382(g)) of Skybridge in connection with the Merger. The determination of whether an ownership change has occurred, and the extent of any resulting limitation, requires a detailed analysis of the facts and circumstances that is beyond the scope of this opinion.
E. Tax Treatment of PIPE Investment
The PIPE subscription — pursuant to which the PIPE Investors will subscribe for and purchase an aggregate of 15,000,000 shares of Combined Company Common Stock at a price of $10.00 per share, for an aggregate purchase price of $150,000,000 — constitutes a separate issuance of Combined Company Common Stock for cash. The PIPE investment is not part of the reorganization exchange and does not involve the exchange of stock of a party to the reorganization for stock of another party to the reorganization.
The PIPE Investors will acquire their shares of Combined Company Common Stock in a taxable transaction. Each PIPE Investor will take a cost basis in the shares of Combined Company Common Stock acquired pursuant to its PIPE Subscription Agreement equal to $10.00 per share (the subscription price). The holding period of such shares will begin on the closing date of the PIPE investment (i.e., the date on which the shares are issued and the subscription price is paid).
The consummation of the PIPE investment does not affect the qualification of the Merger as a reorganization within the meaning of Section 368(a)(1)(A) by reason of Section 368(a)(2)(D). The PIPE investment is an independent capital-raising transaction by the Combined Company and is not consideration paid to the Skybridge stockholders in the Merger. See Rev. Rul. 78-130, 1978-1 C.B. 114 (holding that a contemporaneous sale of stock by an acquiring corporation for cash does not prevent a merger from qualifying as a reorganization).
F. Tax Treatment of Warrants
As described in Section II.A above, in connection with the Domestication, each outstanding warrant of Pinnacle (including the 10,000,000 public warrants and the 8,000,000 private placement warrants held by the Sponsor) will convert into a warrant to acquire one share of Combined Company Common Stock at an exercise price of $11.50 per share, on substantially the same terms as were applicable to such warrant immediately prior to the Domestication.
The U.S. federal income tax treatment of the conversion of Pinnacle warrants into Combined Company warrants in connection with the Domestication depends upon whether the warrants are treated as "securities" within the meaning of Section 354(a)(1) of the Code. The determination of whether a warrant constitutes a "security" for purposes of Section 354 is based on all the facts and circumstances, including the term of the warrant and other relevant factors. See Treas. Reg. § 1.354-1(e); Camp Wolters Enterprises, Inc. v. Commissioner, 22 T.C. 737 (1954), aff'd, 230 F.2d 555 (5th Cir. 1956).
(a) If the warrants are treated as "securities." To the extent the Pinnacle warrants are treated as "securities" within the meaning of Section 354(a)(1), the exchange of Pinnacle warrants for Combined Company warrants in the Domestication should be treated as a non-recognition event under Section 354(a)(1), and the warrant holders generally should not recognize gain or loss on such exchange. The warrant holders' basis in the Combined Company warrants would be determined under Section 358 (equal to their basis in the Pinnacle warrants surrendered), and their holding period in the Combined Company warrants would include the holding period of the Pinnacle warrants, pursuant to Section 1223(1).
(b) If the warrants are not treated as "securities." To the extent the Pinnacle warrants are not treated as "securities" within the meaning of Section 354(a)(1), the exchange of Pinnacle warrants for Combined Company warrants in the Domestication may be a taxable exchange. In such case, a warrant holder would recognize gain or loss equal to the difference between the fair market value of the Combined Company warrants received and the holder's adjusted tax basis in the Pinnacle warrants surrendered. However, given that the Combined Company is treated as the same entity as Pinnacle following the Section 368(a)(1)(F) reorganization, and the terms of the warrants remain substantially unchanged, the characterization of this exchange as a taxable event may be subject to further analysis.
Exercise of Warrants Post-Closing. A warrant holder who exercises a Combined Company warrant for Combined Company Common Stock following the closing of the Business Combination generally will not recognize gain or loss upon exercise (assuming a cash exercise at the $11.50 per share exercise price). The holder's tax basis in the share of Combined Company Common Stock received upon exercise will equal the sum of (i) the exercise price ($11.50 per share) and (ii) the holder's adjusted tax basis in the warrant. The holding period of the share of Combined Company Common Stock received upon exercise will begin on the date of exercise.
Warrant holders should consult their own tax advisors regarding the specific U.S. federal income tax treatment of the conversion of Pinnacle warrants into Combined Company warrants in the Domestication, including whether the warrants constitute "securities" for purposes of Section 354.
G. FIRPTA Considerations
We note that a comprehensive analysis of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") provisions and related withholding obligations has been prepared in a separate FIRPTA / Withholding Analysis Memorandum by Leonard Cross, Specialist Partner, Tax, Calderwood & Harkness LLP, and we cross-reference such memorandum for a more detailed discussion.
For purposes of this opinion, we note that Skybridge is not, and has not been at any time during the five-year period ending on the date of the Merger, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. Skybridge's assets consist principally of intellectual property, software, contractual rights, cash, and accounts receivable, and do not include any "United States real property interests" as defined in Section 897(c)(1) of the Code. Skybridge will deliver at closing a certification of non-U.S. real property holding corporation status and a notice to the IRS in accordance with Treas. Reg. § 1.1445-2(c)(3).
Accordingly, no FIRPTA withholding under Section 1445 of the Code is required in connection with the Merger.
V. OPINION
Based on the foregoing analysis, and subject in all respects to the assumptions, qualifications, limitations, and caveats set forth herein (including those set forth in Sections III and VI of this opinion), it is our opinion that:
A. The Domestication
1. The Domestication will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and the Combined Company (Skybridge Fintech Holdings, Inc.) will be treated as the same entity as Pinnacle Growth Acquisition Corp. for U.S. federal income tax purposes.
2. U.S. holders of Pinnacle ordinary shares (including Class A Ordinary Shares and Class B Ordinary Shares) may be required to recognize gain (but not loss) on the exchange of Pinnacle ordinary shares for Combined Company Common Stock in the Domestication, or, alternatively, to include in income the "all earnings and profits amount" attributable to their Pinnacle ordinary shares, in each case under Section 367(b) of the Code and Treas. Reg. § 1.367(b)-3. However, because Pinnacle is a blank-check company that has conducted no active business since its initial public offering and has generated only limited interest income on its trust account, the all-earnings-and-profits amount (and any gain required to be recognized) is expected to be minimal.
B. The Merger
3. The Merger will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(D) of the Code. Each of the Combined Company, Merger Sub, and Skybridge will be a "party to a reorganization" within the meaning of Section 368(b) of the Code.
4. A stockholder of Skybridge who exchanges all of its shares of Skybridge common stock solely for shares of Combined Company Common Stock in the Merger generally will not recognize gain or loss on such exchange, pursuant to Section 354(a)(1) of the Code.
5. A stockholder of Skybridge who receives Combined Company Common Stock in the Merger will have an aggregate adjusted tax basis in such Combined Company Common Stock equal to the aggregate adjusted tax basis of the Skybridge common stock surrendered in the exchange, pursuant to Section 358(a)(1) of the Code.
6. A stockholder of Skybridge who receives Combined Company Common Stock in the Merger will have a holding period for such Combined Company Common Stock that includes the period during which the stockholder held the Skybridge common stock surrendered in the exchange, provided that such Skybridge common stock was held as a capital asset at the time of the Merger, pursuant to Section 1223(1) of the Code.
C. Combined Company and Skybridge
7. Neither the Combined Company nor Skybridge will recognize gain or loss as a result of the Merger.
8. The Combined Company will succeed to and take into account the tax attributes of Skybridge under Section 381(a) of the Code, subject to applicable limitations, including potential limitations under Section 382 of the Code.
VI. QUALIFICATIONS, LIMITATIONS, AND CAVEATS
This opinion is subject to the following qualifications, limitations, and caveats:
1. Governing Law. This opinion is based on the Code, the Treasury Regulations promulgated thereunder, published administrative rulings and procedures of the IRS, and judicial decisions, in each case as in effect on the date hereof. All of the foregoing authorities are subject to change or differing interpretation at any time, possibly with retroactive effect, and any such change or differing interpretation could affect the validity of the opinions expressed herein. We assume no obligation to advise you of any such change or differing interpretation after the date hereof.
2. Limited Scope — U.S. Federal Income Tax Only. This opinion addresses only the U.S. federal income tax consequences described herein. This opinion does not address any state, local, or non-U.S. tax consequences of the Domestication, the Merger, or any other transaction contemplated by the BCA. In addition, this opinion does not address any U.S. federal tax consequences other than those arising under Subtitle A (Income Taxes) of the Code, including, without limitation, any consequences arising under the estate and gift tax provisions of the Code, the excise tax provisions of the Code (including the excise tax on stock repurchases imposed by Section 4501 of the Code), or the provisions of any U.S. federal tax law other than the Code.
3. Reliance on Factual Assumptions and Representations. This opinion is based on the factual assumptions set forth in Section III.B above and the representations made to us in the Pinnacle Representation Letter and the Company Representation Letter (attached hereto as Exhibits B and A, respectively). We have not independently verified any such assumption or representation. If any such assumption or representation is inaccurate or incomplete in any material respect, the opinions expressed herein could be adversely affected, and this opinion should not be relied upon.
4. No Opinion on Holder-Specific Circumstances. This opinion does not address the U.S. federal income tax consequences of the Domestication or the Merger to any particular holder of Pinnacle ordinary shares, Pinnacle warrants, or Skybridge common stock. Without limiting the generality of the foregoing, this opinion does not address the tax consequences to holders who (a) are dealers or brokers in securities or currencies, (b) are tax-exempt organizations (including entities described in Section 501(a) of the Code), (c) are partnerships, S corporations, or other pass-through entities (or investors in such entities), (d) are subject to the alternative minimum tax, (e) received their Pinnacle ordinary shares, warrants, or Skybridge common stock as compensation for services (including pursuant to the exercise of stock options or the vesting of restricted stock or restricted stock units), (f) hold their shares or warrants as part of a straddle, hedging, conversion, constructive sale, or other integrated transaction for U.S. federal income tax purposes, (g) exercise dissenters' or appraisal rights under Section 262 of the DGCL, (h) are insurance companies, banks, or other financial institutions, (i) are regulated investment companies or real estate investment trusts, (j) are subject to the special rules applicable to "controlled foreign corporations," "passive foreign investment companies," or corporations that accumulate earnings to avoid U.S. federal income tax, (k) are U.S. persons whose functional currency is not the U.S. dollar, or (l) are subject to Section 451(b) of the Code relating to the "applicable financial statement" income inclusion rule.
5. No Guarantee; No IRS Ruling. This opinion does not constitute a guarantee or assurance of any particular tax result. The conclusions expressed herein represent our best professional judgment as to the application of existing law to the transactions described herein, based on the facts and assumptions set forth above. No ruling has been or will be sought from the IRS with respect to any aspect of the Domestication or the Merger, and there can be no assurance that the IRS will not challenge the conclusions reached herein or that a court would not sustain such a challenge. The IRS is not bound by this opinion, and there can be no assurance that the IRS would agree with the opinions expressed herein.
6. No Obligation to Update. This opinion is expressed as of the date hereof, and we undertake no obligation to update or supplement this opinion to reflect any changes in facts, law, or interpretation occurring after the date hereof, or to advise you of any developments that might affect the opinions expressed herein.
7. Consent to Filing. We consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-4 (File No. 333-294817) and to the references to Calderwood & Harkness LLP under the headings "Material U.S. Federal Income Tax Consequences" and "Legal Matters" in the proxy statement/prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the c

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — DRAFT

I. INTRODUCTION AND PURPOSE

II. DESCRIPTION OF THE TRANSACTIONS

III. DOCUMENTS REVIEWED AND FACTUAL ASSUMPTIONS

IV. APPLICABLE LAW AND ANALYSIS

V. OPINION

VI. QUALIFICATIONS, LIMITATIONS, AND CAVEATS

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