BUSINESS COMBINATION AGREEMENT
by and among
PINNACLE GROWTH ACQUISITION CORP.,
PINNACLE MERGER SUB INC.,
and
SKYBRIDGE FINTECH LTD.
Dated as of April 14, 2025
TABLE OF CONTENTS
Right-click to update Table of Contents
BUSINESS COMBINATION AGREEMENT
This Business Combination Agreement (this "Agreement"), dated as of April 14, 2025, is entered into by and among:
(i) Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Acquiror" or "PGAC"), with its registered office at c/o Harborstone Corporate Services Ltd., 4th Floor, Windward House, George Town, Grand Cayman KY1-1104 and its U.S. office at 590 Madison Avenue, 28th Floor, New York, NY 10022;
(ii) Pinnacle Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror ("Merger Sub"); and
(iii) Skybridge Fintech Ltd., a Delaware corporation ("Company" or "SBF"), with its principal executive offices at 1200 Market Street, Suite 1400, Wilmington, DE 19801.
Acquiror, Merger Sub, and the Company are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Acquiror is a blank-check company incorporated as a Cayman Islands exempted company, the securities of which are listed on the Nasdaq Capital Market (shares: "PGAC"; units: "PGACU"; warrants: "PGACW"), formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses;
WHEREAS, Acquiror completed its initial public offering on October 17, 2023, raising $300,000,000 (30,000,000 Class A ordinary shares at $10.00 per share), the proceeds of which are held in a trust account at Glenridge National Bank, N.A. (the "Trust Account");
WHEREAS, the Company is a Delaware corporation engaged in the business of providing cloud-based payment orchestration and embedded-finance software-as-a-service solutions to enterprise and mid-market clients;
WHEREAS, the Company was incorporated on June 15, 2018, under the laws of the State of Delaware;
WHEREAS, Merger Sub is a Delaware corporation and direct, wholly owned subsidiary of Acquiror, formed solely for the purpose of consummating the transactions contemplated by this Agreement, and has not engaged in any business activities other than those incidental to its formation and the transactions contemplated hereby;
WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), at the Closing, (a) Acquiror shall domesticate as a corporation organized under the laws of the State of Delaware (the "Domestication") and change its name to "Skybridge Fintech Holdings, Inc.", and (b) immediately following the Domestication, Merger Sub shall merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Acquiror (as domesticated, the "Combined Company");
WHEREAS, the Merger is intended to constitute a forward triangular merger under the DGCL;
WHEREAS, the board of directors of Acquiror (the "Acquiror Board") has (i) determined that this Agreement, the Domestication, and the Merger are advisable, fair to, and in the best interests of Acquiror and its shareholders, and (ii) approved this Agreement, the Domestication, and the Merger;
WHEREAS, the board of directors of Merger Sub has (i) determined that this Agreement and the Merger are advisable, fair to, and in the best interests of Merger Sub and its sole stockholder, and (ii) approved this Agreement and the Merger;
WHEREAS, the board of directors of the Company (the "Company Board") has (i) determined that this Agreement and the Merger are advisable, fair to, and in the best interests of the Company and its stockholders, and (ii) approved this Agreement, the Merger, and the transactions contemplated hereby, and (iii) resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby;
WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the Parties' willingness to enter into this Agreement, the Sponsor (Ridgeway Capital Holdings LLC, a Delaware limited liability company) has entered into a Sponsor Support Agreement, dated as of the date hereof (the "Sponsor Support Agreement"), in the form attached hereto as Annex A;
WHEREAS, concurrently with the execution of this Agreement, certain stockholders of the Company (Harborview Partners, Atlas Horizon Ventures Fund II, LP, and Priya Chandrasekaran), collectively holding sufficient shares of Company Common Stock to approve the Merger and the transactions contemplated hereby, have entered into a Company Stockholder Support Agreement, dated as of the date hereof (the "Company Stockholder Support Agreement"), in the form attached hereto as Annex B;
WHEREAS, concurrently with the execution of this Agreement, certain investors (the "PIPE Investors") have entered into Subscription Agreements with Acquiror committing to purchase an aggregate of 15,000,000 shares of Common Stock at $10.00 per share for an aggregate commitment of $150,000,000 (the "PIPE Investment"), in the forms attached hereto as Annex C;
WHEREAS, concurrently with the execution of this Agreement, Velthryn Strategic Investments, LP (the "Backstop Investor") has entered into a Non-Redemption Agreement (the "Backstop Agreement") committing to purchase up to 5,000,000 shares from redeeming shareholders at $10.25 per share (maximum $51,250,000), in exchange for incentive shares equal to 10% of backstop shares actually purchased, in the form attached hereto as Annex D;
WHEREAS, it is intended that, for U.S. federal income tax purposes, (a) the Domestication shall qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the "Code"), and the transactions contemplated under Section 367(b) of the Code, and (b) the Merger shall qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Code (together, the "Intended Tax Treatment"); and
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Certain Definitions.
As used in this Agreement, the following terms have the meanings set forth below:
"Acquiror" means Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (and, after the Domestication, a Delaware corporation renamed Skybridge Fintech Holdings, Inc.).
"Acquiror Board" means the board of directors of Acquiror.
"Acquiror Class A Ordinary Shares" means the Class A ordinary shares, par value $0.0001 per share, of Acquiror.
"Acquiror Class B Ordinary Shares" means the Class B ordinary shares, par value $0.0001 per share, of Acquiror, which were issued to the Sponsor in connection with the organization of Acquiror and are commonly referred to as "Founder Shares."
"Acquiror Disclosure Schedules" means the disclosure schedules delivered by Acquiror and Merger Sub to the Company concurrently with the execution and delivery of this Agreement.
"Acquiror EGM" means the extraordinary general meeting of Acquiror's shareholders to be duly called and held for the purpose of, among other things, obtaining the Acquiror Shareholder Approval with respect to the Business Combination Proposals.
"Acquiror Indemnified Parties" means Acquiror and its Affiliates (including, following the Closing, the Surviving Corporation) and their respective directors, officers, employees, agents, successors, and assigns.
"Acquiror Material Adverse Effect" means any change, event, occurrence, effect, or circumstance that, individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities, or results of operations of Acquiror, or (b) prevents or would reasonably be expected to prevent Acquiror from consummating the transactions contemplated by this Agreement prior to the Outside Date; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute, or shall be taken into account in determining whether there has been, an "Acquiror Material Adverse Effect" under clause (a): (i) changes in general economic, business, financial, or market conditions; (ii) changes affecting the blank-check company or special-purpose acquisition company industry generally; (iii) changes in applicable Law or GAAP (or authoritative interpretations thereof); (iv) any pandemic, epidemic, or outbreak of disease (including COVID-19) or any escalation or worsening thereof; (v) acts of war, sabotage, terrorism, or national emergency (including any escalation or worsening thereof); (vi) the announcement or pendency of this Agreement or the transactions contemplated hereby; (vii) any change in the trading price or volume of Acquiror's securities (provided that the underlying causes of such change may be considered); or (viii) any action taken or omitted to be taken by Acquiror at the written request of, or with the prior written consent of, the Company; provided, further, that with respect to clauses (i) through (v), such changes, events, occurrences, effects, or circumstances may be taken into account to the extent they disproportionately affect Acquiror relative to other blank-check companies or special-purpose acquisition companies.
"Acquiror SEC Reports" means all reports, schedules, forms, registration statements, proxy statements, and other documents (including all exhibits, amendments, and supplements thereto) filed or furnished by Acquiror with the SEC since Acquiror's formation.
"Acquiror Shareholder Approval" means the approval of each of the Business Combination Proposals by the affirmative vote of a simple majority of the votes cast by the holders of Acquiror ordinary shares present in person or by proxy at the Acquiror EGM (or any adjournment or postponement thereof), constituting an ordinary resolution under the Amended and Restated Memorandum and Articles of Association of Acquiror.
"Action" means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative, or appellate proceeding), hearing, inquiry, audit, examination, or investigation, in each case, commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority or arbitral tribunal.
"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Alternative Transaction Proposal" means any inquiry, proposal, or offer from any Person (other than Acquiror and its Affiliates) relating to (a) any direct or indirect acquisition of more than 20% of the consolidated assets, revenue, or earning power of the Company and its Subsidiaries, taken as a whole, (b) any direct or indirect acquisition of more than 20% of the outstanding equity securities of the Company, (c) any merger, consolidation, business combination, joint venture, partnership, recapitalization, dissolution, liquidation, or similar transaction involving the Company, or (d) any other transaction the consummation of which would reasonably be expected to prevent, materially delay, or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement.
"Amended Charter" means the Amended and Restated Certificate of Incorporation of the Combined Company in the form attached hereto as Exhibit B-1.
"Available Cash" means the aggregate amount of cash available at the Closing equal to the sum of (a) the funds remaining in the Trust Account (after giving effect to any redemptions by holders of Acquiror Class A Ordinary Shares in connection with the Acquiror EGM), plus (b) the aggregate cash proceeds actually received by Acquiror from the PIPE Investment, plus (c) the aggregate cash proceeds actually received by Acquiror from the Backstop Agreement, minus (d) the aggregate amount of Transaction Expenses paid or payable at or in connection with the Closing.
"Backstop Agreement" means that certain Non-Redemption / Backstop Agreement dated as of the date hereof between Velthryn Strategic Investments, LP and Acquiror, in the form attached hereto as Annex D.
"Backstop Investor" means Velthryn Strategic Investments, LP.
"Backstop Shares" means the shares of Common Stock (or, prior to the Domestication, Acquiror Class A Ordinary Shares) purchased by the Backstop Investor pursuant to the Backstop Agreement, up to a maximum of 5,000,000 shares at a price per share of $10.25.
"Business Combination Proposals" means the proposals to be submitted for the approval of the holders of Acquiror ordinary shares at the Acquiror EGM, including (a) a proposal to approve and adopt this Agreement and the transactions contemplated hereby (including the Merger), (b) a proposal to approve the Domestication, (c) a proposal to approve the Amended Charter, (d) a proposal to approve the Equity Incentive Plan, (e) a proposal to approve the ESPP, (f) a proposal to approve the issuance of shares of Common Stock in connection with the Merger, the PIPE Investment, and the Backstop Agreement, and (g) if submitted, a proposal to adjourn or postpone the Acquiror EGM to a later date if Acquiror is unable to consummate the transactions contemplated by this Agreement for any reason.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by Law to close.
"Cayman Companies Act" means the Companies Act (As Revised) of the Cayman Islands.
"Certificate of Merger" means the certificate of merger to be filed with the Secretary of State of the State of Delaware in connection with the Merger in accordance with Section 251 of the DGCL.
"Change of Control" means, following the Closing, the occurrence of any of the following: (a) the acquisition by any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of the outstanding shares of Common Stock; (b) the consummation of a merger, consolidation, reorganization, or similar transaction involving the Combined Company in which the stockholders of the Combined Company immediately prior to such transaction do not hold at least 50% of the outstanding equity interests of the surviving or resulting entity; or (c) the sale, lease, transfer, or other disposition of all or substantially all of the assets of the Combined Company and its Subsidiaries, taken as a whole, in one or a series of related transactions.
"Change of Recommendation" means any action by the Company Board to (a) withdraw, modify, or qualify (or publicly propose or resolve to withdraw, modify, or qualify) the Company Board Recommendation, (b) fail to include the Company Board Recommendation in any stockholder consent solicitation materials, or (c) recommend, adopt, or approve, or propose to recommend, adopt, or approve, any Alternative Transaction Proposal.
"Closing" has the meaning set forth in Section 2.3.
"Closing Date" means the date on which the Closing occurs. The projected Closing Date is July 21, 2025.
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Combined Company" means Acquiror (as domesticated), to be renamed "Skybridge Fintech Holdings, Inc."
"Common Stock" means the common stock, par value $0.0001 per share, of the Combined Company following the Domestication.
"Company" means Skybridge Fintech Ltd., a Delaware corporation.
"Company Board" means the board of directors of the Company.
"Company Board Recommendation" means the recommendation of the Company Board that the stockholders of the Company approve and adopt this Agreement and the Merger and the transactions contemplated hereby.
"Company Common Stock" means the common stock, par value $0.001 per share, of the Company.
"Company Disclosure Schedules" means the disclosure schedules delivered by the Company to Acquiror and Merger Sub concurrently with the execution and delivery of this Agreement.
"Company Indemnified Parties" means the Company and its Affiliates and their respective directors, officers, employees, agents, successors, and assigns.
"Company Stockholder Approval" means the approval and adoption of this Agreement and the Merger by the affirmative vote (or written consent in lieu of a meeting, as applicable) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon in accordance with the DGCL and the Company's certificate of incorporation and bylaws.
"Company Stockholder Support Agreement" means the Company Stockholder Support Agreement dated as of the date hereof among Harborview Partners, Atlas Horizon Ventures Fund II, LP, Priya Chandrasekaran, and the Company, in the form attached hereto as Annex B.
"Company Stockholders" means the holders of shares of Company Common Stock immediately prior to the Effective Time.
"Confidentiality Agreement" means the Mutual Non-Disclosure Agreement dated as of January 22, 2025 between Acquiror and the Company.
"Contract" means any legally binding contract, agreement, instrument, commitment, undertaking, lease, license, note, bond, mortgage, indenture, or other arrangement, whether written or oral.
"DGCL" means the General Corporation Law of the State of Delaware, as amended from time to time.
"Dissenting Shares" means shares of Company Common Stock held by any stockholder who has properly demanded and not withdrawn or lost appraisal rights pursuant to Section 262 of the DGCL.
"Domestication" means the re-domiciliation of Acquiror from the Cayman Islands to the State of Delaware pursuant to Section 388 of the DGCL and Part XII of the Cayman Companies Act, including the filing of a Certificate of Domestication and a Certificate of Incorporation with the Secretary of State of the State of Delaware and the deregistration of Acquiror from the Cayman Islands Companies Registry.
"Earnout Agreement" means the Earnout Agreement in the form attached hereto as Exhibit D.
"Earnout Shares" means up to 5,000,000 additional shares of Common Stock issuable to the Company Stockholders pursuant to the Earnout Agreement, consisting of the Tranche 1 Earnout Shares and the Tranche 2 Earnout Shares.
"Effective Time" means the time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL (or such later time as may be agreed upon by the Parties and specified in the Certificate of Merger).
"Enterprise Value" means $450,000,000.
"Equity Incentive Plan" means the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc., to be adopted in connection with the transactions contemplated hereby and submitted for approval at the Acquiror EGM.
"Equity Value" means $450,000,000.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"ESPP" means the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc., to be adopted in connection with the transactions contemplated hereby and submitted for approval at the Acquiror EGM.
"Exchange Agent" means Continental Registrars, Inc., in its capacity as exchange agent pursuant to Section 3.3.
"Exchange Ratio" means the ratio used to convert each share of Company Common Stock into shares of Common Stock, calculated so as to deliver $10.00 per share of merger consideration with respect to the aggregate issuance of 45,000,000 shares of Common Stock.
"Extended Outside Date" means January 14, 2026.
"FCPA" means the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1, et seq.).
"Founder Shares" means the 7,500,000 Acquiror Class B Ordinary Shares held by the Sponsor.
"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time.
"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other government or governmental, regulatory, or administrative authority, agency, board, bureau, commission, department, instrumentality, or political subdivision thereof, or any court, tribunal, arbitral body, or similar body, including the SEC, the Financial Industry Regulatory Authority, the Federal Trade Commission, the U.S. Department of Justice, the Internal Revenue Service, any state Secretary of State, and Nasdaq.
"Incentive Shares" means shares of Common Stock issuable to the Backstop Investor equal to 10% of the Backstop Shares actually purchased by the Backstop Investor pursuant to the Backstop Agreement.
"Intended Tax Treatment" has the meaning set forth in the Recitals.
"Knowledge of Acquiror" means the actual knowledge, after reasonable inquiry of their respective direct reports, of Jonathan Mercer and Elaine Stratford.
"Knowledge of the Company" means the actual knowledge, after reasonable inquiry of their respective direct reports, of Priya Chandrasekaran, Marcus Ellingham, Teresa Okafor, and Daniel Hsiao.
"Law" means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, or other requirement or rule of law of any Governmental Authority.
"Lien" means any mortgage, pledge, hypothecation, security interest, encumbrance, lien, restriction on transfer, or charge of any kind (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing statement filed under the Uniform Commercial Code or any similar Law of any jurisdiction).
"Lock-Up Agreement" means the Lock-Up Agreement dated as of the date hereof, in the form attached hereto as Exhibit E.
"Losses" means any and all damages, losses, liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs, and expenses (including the reasonable and documented fees, disbursements, and expenses of attorneys, accountants, consultants, and other professional advisors and of expert witnesses and the costs of investigation and preparation), but excluding any punitive, speculative, or consequential damages (except to the extent paid to a third party in connection with a Third-Party Claim).
"Material Adverse Effect" or "material adverse effect" means, when used with respect to the Company, any change, event, occurrence, effect, or circumstance that, individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities, or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) prevents or would reasonably be expected to prevent the Company from consummating the transactions contemplated by this Agreement prior to the Outside Date; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a "Material Adverse Effect" under clause (a): (i) changes in general economic, business, financial, or market conditions; (ii) changes affecting the industry or industries in which the Company operates generally, including the financial technology, payment processing, and software-as-a-service industries; (iii) changes in applicable Law or GAAP (or authoritative interpretations thereof); (iv) any pandemic, epidemic, or outbreak of disease (including COVID-19) or any escalation or worsening thereof; (v) acts of war, sabotage, terrorism, or national emergency (including any escalation or worsening thereof); (vi) any failure by the Company to meet any internal or published projections, forecasts, estimates, or predictions of revenues, earnings, or other financial metrics for any period (provided that the underlying causes of such failure may be considered to the extent not otherwise excluded by this definition); (vii) the announcement or pendency of this Agreement or the transactions contemplated hereby, including any impact on relationships with customers, suppliers, partners, employees, or Governmental Authorities; or (viii) any action taken or omitted to be taken by the Company at the written request of, or with the prior written consent of, Acquiror; provided, further, that with respect to clauses (i) through (v), such changes, events, occurrences, effects, or circumstances may be taken into account to the extent they disproportionately affect the Company and its Subsidiaries relative to other participants in the industries in which the Company operates.
"Merger" means the merger of Merger Sub with and into the Company in accordance with this Agreement and the DGCL, with the Company continuing as the Surviving Corporation.
"Merger Consideration" means the aggregate merger consideration consisting of 45,000,000 shares of Common Stock (valued at $10.00 per share, for an aggregate equity value of $450,000,000), excluding the Earnout Shares.
"Merger Sub" means Pinnacle Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror.
"Minimum Cash Condition" means the requirement that Available Cash as of the Closing equal not less than $200,000,000.
"Nasdaq" means the Nasdaq Capital Market (or the Nasdaq Global Market or the Nasdaq Global Select Market, as applicable).
"Order" means any order, injunction, judgment, decree, ruling, writ, assessment, or arbitration award of a Governmental Authority.
"Outside Date" means October 14, 2025, as such date may be extended to the Extended Outside Date pursuant to Section 11.1(b).
"Per Share Merger Consideration" means an amount per share of Company Common Stock equal to $10.00, payable in shares of Common Stock in accordance with the Exchange Ratio.
"Permitted Liens" means (a) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings (provided that adequate reserves have been established in accordance with GAAP), (b) mechanics', carriers', workmen's, repairmen's, or other like Liens arising or incurred in the ordinary course of business, (c) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance, and other social security Laws, (d) Liens arising under applicable securities Laws, and (e) such other imperfections in title, charges, easements, restrictions, and encumbrances that do not, individually or in the aggregate, materially detract from the value of, or materially impair the use of, the property subject thereto.
"Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity.
"PIPE Investment" means the aggregate investment of $150,000,000 (15,000,000 shares of Common Stock at $10.00 per share) by the PIPE Investors pursuant to the Subscription Agreements.
"PIPE Investors" means, collectively, Hargrove Institutional Partners, LP ($60,000,000 commitment), Stonewall Global Equity Fund ($40,000,000 commitment), Meridian Crossover Fund III, LP ($25,000,000 commitment), and Canfield Asset Management, LLC ($25,000,000 commitment).
"Private Placement Warrants" means the 8,000,000 warrants to purchase Acquiror Class A Ordinary Shares (and, following the Domestication, shares of Common Stock) held by the Sponsor, each exercisable for one share at an exercise price of $11.50 per share, which were purchased by the Sponsor at $1.50 per warrant ($12,000,000 in the aggregate) in a private placement consummated concurrently with the closing of Acquiror's IPO.
"Proxy Statement/Prospectus" means the proxy statement/prospectus forming a part of the Registration Statement, to be sent to the holders of Acquiror ordinary shares in connection with the Acquiror EGM.
"Public Warrants" means the 10,000,000 warrants to purchase Acquiror Class A Ordinary Shares (and, following the Domestication, shares of Common Stock) sold as part of the units in Acquiror's IPO, each exercisable for one share at an exercise price of $11.50 per share.
"Registration Rights Agreement" means the Registration Rights Agreement in the form attached hereto as Exhibit C.
"Registration Statement" means the registration statement on Form S-4 (SEC File No. 333-294817; CIK 0001948372) to be filed by Acquiror with the SEC, including all amendments and supplements thereto, containing the Proxy Statement/Prospectus.
"Representative" means, with respect to any Person, such Person's directors, officers, managers, employees, agents, consultants, advisors (including attorneys, accountants, investment bankers, and financial advisors), and other representatives.
"SEC" means the United States Securities and Exchange Commission.
"Sponsor" means Ridgeway Capital Holdings LLC, a Delaware limited liability company (EIN: 87-1093847).
"Sponsor Support Agreement" means the Sponsor Support Agreement dated as of the date hereof between the Sponsor and Acquiror, in the form attached hereto as Annex A.
"Subscription Agreements" means the subscription agreements entered into between Acquiror and each of the PIPE Investors, in the forms attached hereto as Annex C.
"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture, or other business entity of which such Person (a) directly or indirectly owns or controls more than 50% of the outstanding equity interests entitled to vote generally in the election of directors (or other managing body), or (b) is a general partner or managing member.
"Superior Proposal" means a bona fide, written Alternative Transaction Proposal (provided that, for purposes of this definition, references to "20%" in the definition of "Alternative Transaction Proposal" shall be deemed to be references to "50%") that the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisor, (a) is more favorable to the stockholders of the Company from a financial point of view than the transactions contemplated by this Agreement (taking into account any adjustments to this Agreement proposed by Acquiror in response to such proposal), and (b) is reasonably likely to be consummated on the terms proposed.
"Surviving Corporation" means the Company, as the surviving corporation following the Merger.
"Tax" or "Taxes" means any and all federal, state, local, or foreign taxes of any kind (including income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs, duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property (tangible and intangible), sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, and any other taxes), together with any interest, penalty, addition to tax, or additional amount imposed by any Governmental Authority.
"Tax Return" means any return, report, declaration, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
"Termination Fee" means $13,500,000, calculated as 3% of the Equity Value of $450,000,000.
"Transaction Expenses" means all costs, fees, and expenses incurred by or on behalf of any Party in connection with the negotiation, preparation, execution, and performance of this Agreement and the consummation of the transactions contemplated hereby, including (a) all legal, advisory, accounting, consulting, and other professional fees, (b) printing and mailing costs, (c) filing fees and registration fees, (d) D&O insurance premiums (including tail policy premiums), (e) R&W insurance premiums, (f) deferred underwriting fees (including the deferred underwriting fee payable to Pemberton Zanthor & Co. of $10,500,000, representing 3.5% of $300,000,000), (g) proxy solicitation fees, (h) stock exchange listing fees, and (i) all other similar costs and expenses. The estimated aggregate Transaction Expenses are approximately $42,000,000.
"Tranche 1 Earnout Shares" means 2,500,000 shares of Common Stock issuable to the Company Stockholders on a pro rata basis, vesting if the VWAP of the Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30 consecutive trading day period during the 24-month period immediately following the Closing Date.
"Tranche 2 Earnout Shares" means 2,500,000 shares of Common Stock issuable to the Company Stockholders on a pro rata basis, vesting if the VWAP of the Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30 consecutive trading day period during the 36-month period immediately following the Closing Date.
"Treasury Shares" means shares of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time.
"Trust Account" means the trust account maintained by Continental Registrars, Inc. (as trustee) at Glenridge National Bank, N.A. holding the proceeds of Acquiror's IPO (the balance of which as of March 31, 2025 was approximately $312,600,000, inclusive of interest earned thereon).
"VWAP" means, for any trading day or period, the volume-weighted average price per share of Common Stock on Nasdaq (or the principal national securities exchange on which the Common Stock is then listed) during regular trading hours, as reported by Westmark Services Inc. Financial L.P. (or, if Westmark Services Inc. is unavailable, another authoritative source reasonably selected by the Combined Company).
"Warrant Agreement" means the Warrant Agreement, dated as of October 17, 2023, between Acquiror and Continental Registrars, Inc., as warrant agent, governing the Public Warrants and the Private Placement Warrants.
Section 1.2 Rules of Construction.
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex of or to this Agreement unless otherwise specified; (e) the word "including" means "including without limitation" and the word "or" is not exclusive; (f) the word "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase does not mean simply "if"; (g) references to "$" or "dollars" mean United States dollars; (h) the headings in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (i) references to any Law shall be deemed to refer to such Law as amended from time to time and to any rules, regulations, and interpretive guidance issued thereunder; (j) references to any Contract are to that Contract as amended, modified, or supplemented from time to time in accordance with the terms thereof and hereof; (k) references to any Person include the successors and permitted assigns of that Person; and (l) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision.
ARTICLE II
THE MERGER; DOMESTICATION
Section 2.1 The Domestication.
(a) Immediately prior to the Effective Time and subject to the satisfaction or waiver of all conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), Acquiror shall cause the Domestication to be effected by (i) filing a Certificate of Domestication with the Secretary of State of the State of Delaware pursuant to Section 388 of the DGCL, (ii) filing a Certificate of Incorporation with the Secretary of State of the State of Delaware, (iii) taking all necessary steps under Part XII of the Cayman Companies Act to deregister Acquiror from the Cayman Islands Companies Registry, and (iv) taking all such other actions as may be required under the DGCL, the Cayman Companies Act, and any other applicable Law to give effect to the Domestication.
(b) Upon the effectiveness of the Domestication:
(i) each issued and outstanding Acquiror Class A Ordinary Share shall automatically be converted into one (1) validly issued, fully paid, and nonassessable share of Common Stock;
(ii) each issued and outstanding Acquiror Class B Ordinary Share (Founder Share) shall automatically be converted into one (1) validly issued, fully paid, and nonassessable share of Common Stock;
(iii) each Public Warrant and each Private Placement Warrant that is outstanding immediately prior to the Domestication shall cease to be exercisable for Acquiror Class A Ordinary Shares and shall become exercisable for one (1) share of Common Stock at an exercise price of $11.50 per share, subject to and in accordance with the terms of the Warrant Agreement; and
(iv) Acquiror shall change its name from "Pinnacle Growth Acquisition Corp." to "Skybridge Fintech Holdings, Inc."
(c) In connection with the Domestication, Acquiror shall take all actions necessary or appropriate to adopt the Amended Charter and the Amended and Restated Bylaws of the Combined Company in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively.
Section 2.2 The Merger.
(a) At the Effective Time, and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as the Surviving Corporation and a wholly owned subsidiary of the Combined Company.
(b) The Merger shall be a forward triangular merger under the DGCL. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL, including Section 259 of the DGCL.
Section 2.3 Closing; Effective Time.
(a) The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at 10:00 a.m. (Eastern Time) on the third (3rd) Business Day following the satisfaction or waiver of the last of the conditions set forth in Article IX to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), unless another time, date, or place is agreed to in writing by the Parties. The Closing shall be held remotely by the electronic exchange of documents and signatures, unless another place is agreed to in writing by the Parties. The date on which the Closing actually occurs is referred to herein as the "Closing Date." The projected Closing Date is July 21, 2025.
(b) On the Closing Date, the Parties shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL. The Merger shall become effective at the time specified in the Certificate of Merger (the "Effective Time"), which the Parties shall cause to occur immediately following the effectiveness of the Domestication.
Section 2.4 Effects of the Merger.
At and after the Effective Time, the Merger shall have the effects set forth in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time: (a) all of the property, rights, privileges, powers, and franchises of the Company and Merger Sub shall vest in the Surviving Corporation; (b) all debts, liabilities, obligations, and duties of the Company and Merger Sub shall become the debts, liabilities, obligations, and duties of the Surviving Corporation; and (c) the Surviving Corporation may, in its own name, sue and be sued in any court and in any proceeding. The officers and directors of the Company immediately prior to the Effective Time shall resign effective as of the Effective Time (unless otherwise agreed by the Parties), and the officers and directors of the Surviving Corporation shall be as set forth in Section 2.6.
Section 2.5 Governing Documents of the Surviving Corporation.
At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated in their entirety in the forms attached hereto as Exhibit A-1 and Exhibit A-2, respectively, and as so amended and restated shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended in accordance with their terms and the applicable provisions of the DGCL and this Agreement.
Section 2.6 Directors and Officers of the Surviving Corporation.
At the Effective Time, the directors and officers of the Surviving Corporation shall be such Persons as shall be designated by the Company prior to the Closing Date, subject to the prior approval of Acquiror (such approval not to be unreasonably withheld, conditioned, or delayed). The directors and officers so designated shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation as in effect immediately following the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.
Section 2.7 Amended and Restated Certificate of Incorporation and Bylaws of the Combined Company.
At the Effective Time, and in connection with the Domestication, the certificate of incorporation and bylaws of the Combined Company (Skybridge Fintech Holdings, Inc.) shall be in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively, until thereafter amended in accordance with their terms and the applicable provisions of the DGCL.
Section 2.8 Directors and Officers of the Combined Company.
The board of directors and officers of the Combined Company at the Effective Time shall be as mutually agreed by the Parties in writing prior to the Closing. The initial board of directors of the Combined Company is expected to consist of nine (9) members, including Priya Chandrasekaran (who shall also serve as Chief Executive Officer of the Combined Company), designees of the Company, designees of Acquiror, and independent directors satisfying the requirements of Nasdaq and applicable securities laws. The initial officers of the Combined Company are expected to include Priya Chandrasekaran as Chief Executive Officer, Marcus Ellingham as Chief Financial Officer, and such other officers as the Parties may agree upon prior to the Closing. The Parties shall cooperate in good faith to finalize the composition of the board of directors and officers of the Combined Company no later than ten (10) Business Days prior to the projected Closing Date.
ARTICLE III
MERGER CONSIDERATION; EXCHANGE PROCEDURES
Section 3.1 Effect of the Merger on Capital Stock.
At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company, or any holder of any securities of any of the foregoing:
(a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Treasury Shares) shall be automatically converted into the right to receive the Per Share Merger Consideration, consisting of such number of shares of Common Stock as is determined by the Exchange Ratio. The Exchange Ratio shall be calculated so as to result in the issuance of an aggregate of 45,000,000 shares of Common Stock to the Company Stockholders, representing an aggregate equity value of $450,000,000 at $10.00 per share. Each such share of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired, and each holder of a certificate or book-entry position that formerly represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any cash in lieu of fractional shares in accordance with Section 3.1(e), in each case without interest.
(b) Merger Sub Shares. Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid, and nonassessable share of common stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, representing shares of Merger Sub common stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted.
(c) Treasury Shares and Acquiror-Owned Shares. Each share of Company Common Stock held in the treasury of the Company or owned by Acquiror, Merger Sub, or any direct or indirect wholly owned Subsidiary of Acquiror or the Company immediately prior to the Effective Time shall be automatically cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(d) Company Options and Warrants. At the Effective Time, each outstanding option, warrant, or other right to acquire shares of Company Common Stock (each, a "Company Equity Award"), whether or not then vested or exercisable, shall be assumed by the Combined Company and shall be automatically converted into an option, warrant, or right (as applicable) to acquire shares of Common Stock of the Combined Company. The number of shares of Common Stock subject to each such converted Company Equity Award shall be determined by multiplying the number of shares of Company Common Stock subject to such Company Equity Award immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share. The per-share exercise price applicable to each such converted Company Equity Award shall be determined by dividing the per-share exercise price of such Company Equity Award immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Except as provided in the preceding sentences, each such converted Company Equity Award shall otherwise continue to be governed by the same terms and conditions (including vesting, exercise, and expiration provisions) as were applicable to the corresponding Company Equity Award immediately prior to the Effective Time.
(e) No Fractional Shares. No fractional shares of Common Stock shall be issued in connection with the Merger. In lieu of any such fractional shares, each holder of shares of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Common Stock (after aggregating all fractional shares of Common Stock to which such holder would otherwise be entitled) shall receive from the Combined Company an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of (i) such fraction, multiplied by (ii) $10.00 (the per-share value of the Common Stock for purposes of the Merger).
Section 3.2 Earnout Shares.
(a) In addition to the Per Share Merger Consideration, the Company Stockholders shall have the contingent right to receive up to 5,000,000 Earnout Shares as additional consideration in connection with the Merger, allocated pro rata among the Company Stockholders based on the number of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective Time.
(b) Tranche 1 Earnout Shares. The Company Stockholders shall be entitled to receive, in the aggregate, 2,500,000 additional shares of Common Stock (the "Tranche 1 Earnout Shares") if, at any time during the 24-month period immediately following the Closing Date, the VWAP of the Common Stock equals or exceeds $12.50 per share for any 20 trading days within any period of 30 consecutive trading days.
(c) Tranche 2 Earnout Shares. The Company Stockholders shall be entitled to receive, in the aggregate, 2,500,000 additional shares of Common Stock (the "Tranche 2 Earnout Shares") if, at any time during the 36-month period immediately following the Closing Date, the VWAP of the Common Stock equals or exceeds $15.00 per share for any 20 trading days within any period of 30 consecutive trading days.
(d) Acceleration. In the event of a Change of Control of the Combined Company during the applicable earnout measurement period, then (i) if the per-share consideration payable to the holders of Common Stock in connection with such Change of Control equals or exceeds $12.50, any Tranche 1 Earnout Shares not previously vested shall immediately vest, and (ii) if such per-share consideration equals or exceeds $15.00, any Tranche 2 Earnout Shares not previously vested shall immediately vest.
(e) Anti-Dilution Adjustments. The number of Earnout Shares issuable and the VWAP thresholds set forth in Sections 3.2(b) and 3.2(c) shall be equitably adjusted to reflect any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares, or other like change with respect to the Common Stock occurring after the Closing Date and prior to the applicable vesting date.
(f) Earnout Agreement. The specific terms and conditions governing the issuance of the Earnout Shares, including the procedures for determining whether the applicable VWAP thresholds have been met, the mechanics for issuing the Earnout Shares, and other related matters, shall be as set forth in the Earnout Agreement in the form attached hereto as Exhibit D, which the Parties shall execute and deliver at the Closing.
Section 3.3 Exchange Procedures.
(a) Exchange Agent. Prior to the Effective Time, the Combined Company shall appoint Continental Registrars, Inc. to act as exchange agent (the "Exchange Agent") in the Merger. At or prior to the Effective Time, the Combined Company shall deposit with the Exchange Agent, for the benefit of the Company Stockholders, evidence of shares of Common Stock in book-entry form representing the aggregate Merger Consideration (and sufficient cash to pay cash in lieu of fractional shares in accordance with Section 3.1(e)) to be issued and paid in exchange for the shares of Company Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares and Treasury Shares).
(b) Letters of Transmittal. As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, the Exchange Agent shall distribute to each record holder of shares of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to any certificates formerly representing Company Common Stock shall pass, only upon proper delivery of such certificates or, in the case of book-entry shares, upon the transfer of such shares to the Exchange Agent in accordance with the Exchange Agent's customary procedures), and (ii) instructions for use in effecting the surrender of the certificates (or affidavits of loss in lieu thereof) or book-entry shares in exchange for the Merger Consideration.
(c) Delivery of Merger Consideration. Upon surrender by a Company Stockholder of a certificate (or an affidavit of loss in lieu thereof) or book-entry share to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the Exchange Agent shall deliver to such Company Stockholder (i) the number of shares of Common Stock that such Company Stockholder is entitled to receive pursuant to Section 3.1(a) (which shares shall be in book-entry form), and (ii) a check in the amount of any cash in lieu of fractional shares that such Company Stockholder is entitled to receive pursuant to Section 3.1(e), and any certificate or book-entry share so surrendered shall forthwith be cancelled.
(d) No Interest. No interest shall be paid or accrue on any Merger Consideration or any cash in lieu of fractional shares payable upon the surrender of any certificate or book-entry share.
(e) Lost Certificates. In the event that any certificate formerly representing shares of Company Common Stock shall have been lost, stolen, or destroyed, then upon the making of an affidavit of that fact by the holder thereof, and, if reasonably required by the Exchange Agent or the Combined Company, the posting by such holder of a bond or indemnity in such customary and reasonable amount as the Exchange Agent or the Combined Company may direct as indemnity against any claim that may be made against them with respect to such certificate, the Exchange Agent shall deliver in exchange for such lost, stolen, or destroyed certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.
(f) Termination of Exchange Fund. Any shares of Common Stock or cash deposited with the Exchange Agent that remain undistributed to the Company Stockholders for twelve (12) months after the Effective Time shall be returned to the Combined Company, upon demand, and any former Company Stockholders who have not theretofore complied with this Section 3.3 shall thereafter look only to the Combined Company for the Merger Consideration and any cash in lieu of fractional shares to which they are entitled.
Section 3.4 Withholding.
Notwithstanding any other provision of this Agreement to the contrary, each of the Combined Company, the Surviving Corporation, the Exchange Agent, and any of their respective Affiliates shall be entitled to deduct and withhold from any amounts payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, the Treasury Regulations promulgated thereunder, or any provision of applicable state, local, or foreign Tax Law. To the extent that amounts are so deducted and withheld and remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The payor shall use commercially reasonable efforts to provide the payee with reasonable notice prior to any such deduction or withholding (other than any deduction or withholding required with respect to compensation) and shall reasonably cooperate with the payee to minimize or eliminate such deduction or withholding to the extent permitted by applicable Law.
Section 3.5 Dissenting Shares.
(a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any stockholder of the Company who has properly and validly exercised such stockholder's appraisal rights under Section 262 of the DGCL with respect to such shares (such shares, the "Dissenting Shares") shall not be converted into or represent a right to receive the Per Share Merger Consideration, but instead such stockholder shall be entitled only to such rights as are granted by Section 262 of the DGCL; provided, however, that if any such stockholder shall have failed to perfect or shall have effectively withdrawn or lost such stockholder's right to appraisal under Section 262 of the DGCL, then, as of the later of the Effective Time or the occurrence of such event, such stockholder's shares shall automatically be converted into and represent only the right to receive the Per Share Merger Consideration as provided in Section 3.1(a), without interest thereon.
(b) The Company shall provide Acquiror with prompt written notice of any demands for appraisal received by the Company, any attempted withdrawals of such demands, and any other instruments served on the Company pursuant to Section 262 of the DGCL and received by the Company. The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned, or delayed), voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands for payment, or waive any failure to timely deliver a demand for appraisal.
Section 3.6 Treatment of PGAC Warrants.
(a) The Public Warrants (10,000,000 warrants) and the Private Placement Warrants (8,000,000 warrants) shall remain outstanding following the Domestication and the Merger and shall not be affected by the Merger. Following the Domestication, each Public Warrant and each Private Placement Warrant shall be exercisable for one (1) share of Common Stock at an exercise price of $11.50 per share, subject to and in accordance with the terms and conditions of the Warrant Agreement.
(b) No adjustment shall be made to the exercise price or the number of shares issuable upon exercise of any Public Warrant or Private Placement Warrant as a result of the Merger. The Parties acknowledge and agree that the Merger does not constitute an event that would trigger any anti-dilution adjustment or other modification of the terms of the Public Warrants or Private Placement Warrants under the Warrant Agreement.
(c) At or prior to the Effective Time, the Combined Company and the warrant agent under the Warrant Agreement shall enter into such amendments, supplements, or replacement agreements with respect to the Warrant Agreement as may be necessary or appropriate to provide that, from and after the Effective Time, the Public Warrants and Private Placement Warrants shall be exercisable for shares of Common Stock of the Combined Company on the terms described in this Section 3.6.