[sheet: Closing Checklist]

Item No.

PINNACLE ACQUISITION CORP. I — INITIAL PUBLIC OFFERING — $200,000,000 (Plus $15,000,000 Over-Allotment)

Prepared by Calderwood & Harkness LLP — Matter No. 41927.00001

IPO Closing Date: June 25, 2021

I. ORGANIZATIONAL DOCUMENTS

1	I. Organizational Documents	Amended and Restated Certificate of Incorporation of Pinnacle Acquisition Corp. I (filed with DE Secretary of State; DE SOS File No. 7319284)	Calderwood & Harkness LLP / Beckett & Hale LLP	Filed	2021-06-25
2	I. Organizational Documents	Amended and Restated Bylaws of Pinnacle Acquisition Corp. I	Calderwood & Harkness LLP	Adopted	2021-06-25
3	I. Organizational Documents	Certificate of Good Standing — Delaware Secretary of State	Beckett & Hale LLP	Received	2021-06-23

II. SEC FILINGS

4	II. SEC Filings	Registration Statement on Form S-1 (Registration No. 333-254891; CIK 0001893247), as amended (Amendment No. 1 filed May 7, 2021)	Calderwood & Harkness LLP	Declared Effective	2021-05-24
5	II. SEC Filings	Final Prospectus (Rule 424(b)(4)) — 20,000,000 Units at $10.00 per Unit on Nasdaq Capital Market (PNACU / PNAC / PNACW)	Calderwood & Harkness LLP	Filed	2021-06-23
6	II. SEC Filings	Form 8-A (Exchange Act Registration of Class A Common Stock and Warrants)	Calderwood & Harkness LLP	Filed	2021-06-22

III. TRANSACTION AGREEMENTS

7	III. Transaction Agreements	Underwriting Agreement among the Company, Pinnacle Venture Fund II LP (Sponsor), and Ridgeline Whitfield Securities LLC as Representative of the Underwriters (including Halyard Capital Markets Inc. as co-manager) — 20,000,000 Firm Units; 2.0% upfront discount ($4,300,000); 3.5% deferred commission ($7,525,000); 45-day OA option for up to 3,000,000 additional Units	Calderwood & Harkness LLP / Whitmore & Caldwell LLP	Executed	2021-06-22
8	III. Transaction Agreements	Investment Management Trust Agreement between the Company and Continental Dunmore Financial (Trustee) — Trust Account No. TA-2021-07834; initial deposit of $200,000,000; Permitted Investments (U.S. government securities ≤185 days / qualifying money market funds); Business Combination Deadline: December 25, 2022 (extendable to June 25, 2023 upon deposit of $2,150,000)	Calderwood & Harkness LLP	Executed	2021-06-25
9	III. Transaction Agreements	Warrant Agreement between the Company and Continental Dunmore Financial (Warrant Agent) — 10,000,000 Public Warrants + 7,000,000 Private Placement Warrants; exercise price $11.50/share; redemption at $0.01 if Class A ≥ $18.00 for 20/30 trading days; exercisable on later of 30 days after business combination or June 25, 2022; 5-year expiration after business combination	Calderwood & Harkness LLP	Executed	2021-06-25
10	III. Transaction Agreements	Letter Agreement (Insider Lock-Up and Founder Share Transfer Restrictions) among the Company, Sponsor, Representative, and each insider (Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, William K. Ashmore) — Founder Share lock-up until earlier of 1 year post-business combination or Class A ≥ $12.00 for 20/30 trading days commencing 150 days after business combination; Private Placement Warrant lock-up for 30 days post-business combination	Calderwood & Harkness LLP	Executed	2021-06-25
11	III. Transaction Agreements	Registration Rights Agreement among the Company, Sponsor, and Holders (Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, William K. Ashmore) — up to 3 demand registrations; piggyback rights; Company bears registration expenses + up to $50,000 selling holder counsel fees	Calderwood & Harkness LLP	Executed	2021-06-25
12	III. Transaction Agreements	Sponsor Subscription Agreement — Pinnacle Venture Fund II LP subscription for 5,750,000 Founder Shares (Class B common stock) for $25,000 (≈$0.004/share)	Calderwood & Harkness LLP	Executed	2021-02-10
13	III. Transaction Agreements	Private Placement Warrants Purchase Agreement — Sponsor purchase of 7,000,000 warrants at $1.50/warrant ($10,500,000 aggregate)	Calderwood & Harkness LLP	Executed	2021-06-25

IV. OPINIONS & COMFORT LETTERS

14	IV. Opinions & Comfort Letters	Calderwood & Harkness LLP Legal Opinion and 10b-5 Negative Assurance Letter to Underwriters (addressed to Ridgeline Whitfield Securities LLC and Halyard Capital Markets Inc.) — delivered pursuant to Section 5(b) of Underwriting Agreement; signed by Jennifer Kwon, Partner	Calderwood & Harkness LLP	Delivered	2021-06-25
15	IV. Opinions & Comfort Letters	Calderwood & Harkness LLP Tax Opinion — Federal Income Tax Treatment of Units (addressed to Pinnacle Acquisition Corp. I; filed as exhibit to Registration Statement)	Calderwood & Harkness LLP	Delivered	2021-06-25
16	IV. Opinions & Comfort Letters	Beckett & Hale LLP Delaware Law Opinion — due authorization and valid issuance under Delaware General Corporation Law (Amanda Chisholm, Partner)	Beckett & Hale LLP	Delivered	2021-06-25
17	IV. Opinions & Comfort Letters	Trask, Worthington & Giordano LLP Comfort Letter (initial) — Sean Novotny, CPA, Lead Engagement Partner (PCAOB ID 6241)	Trask, Worthington & Giordano LLP	Dated	2021-05-24
18	IV. Opinions & Comfort Letters	Trask, Worthington & Giordano LLP Bring-Down Comfort Letter	Trask, Worthington & Giordano LLP	Dated	2021-06-25
19	IV. Opinions & Comfort Letters	Trask, Worthington & Giordano LLP Consent (to inclusion of auditor report in Registration Statement)	Trask, Worthington & Giordano LLP	Dated	2021-06-25

V. OFFICERS' AND DIRECTORS' CERTIFICATES

20	V. Officers' & Directors' Certificates	Officer's Certificate of Pinnacle Acquisition Corp. I — signed by Marcus Yuen (Chairman & CEO) and Raymond Holtz (CFO)	Company	Dated	2021-06-25
21	V. Officers' & Directors' Certificates	Secretary's Certificate of Pinnacle Acquisition Corp. I (Audrey M. Cabot, Secretary; counter-certified by Marcus Yuen, Chairman & CEO) — Exhibits: (A) Amended & Restated Certificate of Incorporation; (B) Amended & Restated Bylaws; (C) Board Resolutions (unanimous written consent dated March 10, 2021 and meeting of June 21, 2021); (D) Incumbency & Specimen Signatures; (E) DE Certificate of Good Standing dated June 23, 2021	Calderwood & Harkness LLP	Dated	2021-06-25

VI. TRUST & FUNDING

22	VI. Trust & Funding	Evidence of wire transfer of $200,000,000 to Trust Account at Continental Dunmore Financial (Account No. TA-2021-07834, 17 Ashbury Asset Advisors, 14th Floor, New York, NY 10004)	Company	Confirmed	2021-06-25
23	VI. Trust & Funding	Evidence of wire transfer of $10,500,000 from Pinnacle Venture Fund II LP for 7,000,000 Private Placement Warrants at $1.50/warrant	Sponsor	Confirmed	2021-06-25
24	VI. Trust & Funding	Trustee's Acknowledgment of Receipt and Confirmation of Trust Funding — Continental Dunmore Financial (Elaine Marchetti, SVP, Corporate Trust)	Continental Dunmore Financial	Received	2021-06-25

VII. NASDAQ LISTING

25	VII. Nasdaq Listing	Nasdaq Capital Market Listing Approval — Units (PNACU), Class A Common Stock (PNAC), Warrants (PNACW)	Company	Received	2021-06-22
26	VII. Nasdaq Listing	DTC Eligibility Confirmation (Continental Dunmore Financial as Transfer Agent)	Continental Dunmore Financial	Confirmed	2021-06-24

VIII. INSURANCE

IX. OVER-ALLOTMENT CLOSING (July 7–9, 2021)

28	IX. Over-Allotment Closing	Notice of Partial Exercise of Over-Allotment Option by Ridgeline Whitfield Securities LLC — 1,500,000 additional Units (of 3,000,000 maximum; 50% exercised) at $10.00/Unit = $15,000,000 additional gross proceeds	Ridgeline Whitfield Securities LLC	Dated	2021-07-07
29	IX. Over-Allotment Closing	Evidence of wire transfer of $15,000,000 additional proceeds to Trust Account (TA-2021-07834) — Trust balance now $215,000,000 ($10.00/public share × 21,500,000 shares)	Company	Confirmed	2021-07-09
30	IX. Over-Allotment Closing	Evidence of wire transfer of $675,000 from Pinnacle Venture Fund II LP for 450,000 additional Private Placement Warrants at $1.50/warrant (total Private Placement Warrants now 7,450,000; total Sponsor investment now $11,200,000)	Sponsor	Confirmed	2021-07-09
31	IX. Over-Allotment Closing	Sponsor Forfeiture Letter — forfeiture of 375,000 Founder Shares (1,500,000 unexercised OA units ÷ 4); Founder Shares outstanding reduced from 5,750,000 to 5,375,000 (≈20.0% of 26,875,000 total shares)	Calderwood & Harkness LLP	Dated	2021-07-09
32	IX. Over-Allotment Closing	Bring-Down Officer's Certificate (Over-Allotment Closing) — Marcus Yuen (CEO) and Raymond Holtz (CFO)	Company	Dated	2021-07-09
33	IX. Over-Allotment Closing	Calderwood & Harkness LLP Bring-Down 10b-5 Negative Assurance Letter (Over-Allotment Closing)	Calderwood & Harkness LLP	Dated	2021-07-09
34	IX. Over-Allotment Closing	Trask, Worthington & Giordano LLP Bring-Down Comfort Letter (Over-Allotment Closing)	Trask, Worthington & Giordano LLP	Dated	2021-07-09

NOTES:

(1) All executed originals maintained in closing binder at Calderwood & Harkness LLP, Matter No. 41927.00001.

(2) Electronic copies distributed to Company, Sponsor, Ridgeline Whitfield Securities LLC, Halyard Capital Markets Inc., Whitmore & Caldwell LLP, Beckett & Hale LLP, Trask Worthington & Giordano LLP, and Continental Dunmore Financial via secure data room hosted by Donnovan Financial Printers Inc. (55 Water Street, Suite 700, New York, NY 10041).

(3) Final closing set expected to be assembled and distributed by July 23, 2021.

[sheet: Signature Page Tracker]

Document	Signatory	Capacity / Title	Entity	Date Received
Underwriting Agreement	Marcus Yuen	Chairman & Chief Executive Officer	Pinnacle Acquisition Corp. I	2021-06-22
Underwriting Agreement	Marcus Yuen	Managing Partner (on behalf of Pinnacle Venture Management II LLC, GP of Sponsor)	Pinnacle Venture Fund II LP	2021-06-22
Underwriting Agreement	Jonathan Haber	Managing Director	Ridgeline Whitfield Securities LLC (as Representative)	2021-06-22
Investment Management Trust Agreement	Marcus Yuen	Chairman & Chief Executive Officer	Pinnacle Acquisition Corp. I	2021-06-25
Investment Management Trust Agreement	Elaine Marchetti	Senior Vice President, Corporate Trust	Continental Dunmore Financial	2021-06-25
Warrant Agreement	Marcus Yuen	Chairman & Chief Executive Officer	Pinnacle Acquisition Corp. I	2021-06-25
Warrant Agreement	Elaine Marchetti	Senior Vice President, Corporate Trust	Continental Dunmore Financial (as Warrant Agent)	2021-06-25
Letter Agreement (Insider Lock-Up)	Marcus Yuen	Managing Partner (on behalf of Pinnacle Venture Management II LLC, GP of Sponsor)	Pinnacle Venture Fund II LP (Sponsor)	2021-06-25
Letter Agreement (Insider Lock-Up)	Marcus Yuen	Individual insider	Individual	2021-06-25
Letter Agreement (Insider Lock-Up)	Deborah Sinclair	Individual insider	Individual	2021-06-25
Letter Agreement (Insider Lock-Up)	Raymond Holtz	Individual insider	Individual	2021-06-25
Letter Agreement (Insider Lock-Up)	Nadia Petrova	Individual insider	Individual	2021-06-25
Letter Agreement (Insider Lock-Up)	William K. Ashmore	Individual insider	Individual	2021-06-25
Letter Agreement (Insider Lock-Up)	Marcus Yuen	Chairman & Chief Executive Officer	Pinnacle Acquisition Corp. I (Acknowledged)	2021-06-25
Letter Agreement (Insider Lock-Up)	Jonathan Haber	Managing Director	Ridgeline Whitfield Securities LLC (as Representative, Acknowledged)	2021-06-25
Registration Rights Agreement	Marcus Yuen	Chairman & Chief Executive Officer	Pinnacle Acquisition Corp. I	2021-06-25
Registration Rights Agreement	Marcus Yuen	Managing Partner (on behalf of Pinnacle Venture Management II LLC, GP of Sponsor)	Pinnacle Venture Fund II LP (Sponsor)	2021-06-25
Registration Rights Agreement	Marcus Yuen	Individual holder	Individual	2021-06-25
Registration Rights Agreement	Deborah Sinclair	Individual holder	Individual	2021-06-25
Registration Rights Agreement	Raymond Holtz	Individual holder	Individual	2021-06-25
Registration Rights Agreement	Nadia Petrova	Individual holder	Individual	2021-06-25
Registration Rights Agreement	William K. Ashmore	Individual holder	Individual	2021-06-25
Secretary's Certificate	Audrey M. Cabot	Secretary	Pinnacle Acquisition Corp. I	2021-06-25
Secretary's Certificate	Marcus Yuen	Chairman & CEO (counter-certification)	Pinnacle Acquisition Corp. I	2021-06-25

Officer's Certificate	Marcus Yuen	Chairman & Chief Executive Officer	Pinnacle Acquisition Corp. I	2021-06-25
Officer's Certificate	Raymond Holtz	Chief Financial Officer	Pinnacle Acquisition Corp. I	2021-06-25
Sponsor Forfeiture Letter	Marcus Yuen	Managing Partner (on behalf of Pinnacle Venture Management II LLC, GP of Sponsor)	Pinnacle Venture Fund II LP (Sponsor)	2021-07-09
Sponsor Forfeiture Letter	Marcus Yuen	Chairman & Chief Executive Officer	Pinnacle Acquisition Corp. I	2021-07-09

[sheet: Key Deal Terms]

Item	Detail
Matter Number	41927.00001
Issuer	Pinnacle Acquisition Corp. I (Delaware corporation; EIN 86-3194507; DE SOS File No. 7319284; CIK 0001893247)
Sponsor	Pinnacle Venture Fund II LP (Delaware LP; EIN 83-2671048)
Sponsor GP	Pinnacle Venture Management II LLC (Delaware LLC)
Principal Office	388 Embarcadero Center, Suite 2400, San Francisco, CA 94111
Registered Agent (DE)	Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Issuer's Counsel	Calderwood & Harkness LLP (Jennifer Kwon, Responsible Partner; Theodore Langston, Billing Partner; Claire Dempsey, Lead Associate; Audrey Zhou, Working Associate) — 900 Third Avenue, 28th Floor, New York, NY 10022
Delaware Counsel	Beckett & Hale LLP (Amanda Chisholm, Partner) — 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801
Underwriters' Counsel	Whitmore & Caldwell LLP (Garrett Doyle, Partner) — 100 Federal Street, 32nd Floor, Boston, MA 02110
Lead Book-Runner	Ridgeline Whitfield Securities LLC (Jonathan Haber, MD) — 299 Park Avenue, 31st Floor, New York, NY 10171
Co-Manager	Halyard Capital Markets Inc. (Priya Ramachandran, Director) — 1251 Avenue of the Americas, 18th Floor, New York, NY 10020
Auditor	Trask, Worthington & Giordano LLP (Sean Novotny, CPA; PCAOB ID 6241) — 600 Montgomery Street, Suite 1800, San Francisco, CA 94111
Trustee / Transfer Agent / Warrant Agent	Continental Dunmore Financial (Elaine Marchetti, SVP) — 17 Ashbury Asset Advisors, 14th Floor, New York, NY 10004
Trust Account Number	TA-2021-07834
D&O Insurance Carrier	Northpoint Specialty Insurance Co. — Policy No. NSI-SPD-210603; $10,000,000 aggregate limit; 425 Lexington Avenue, 9th Floor, New York, NY 10017
Printer / EDGAR Filing Agent	Donnovan Financial Printers Inc. — 55 Water Street, Suite 700, New York, NY 10041
SEC Registration No.	333-254891
Nasdaq Tickers	PNACU (Units) / PNAC (Class A) / PNACW (Warrants)
Incorporation Date	January 22, 2021
Sponsor Subscription Date	February 10, 2021
Engagement Opened / Initial S-1 Draft	March 15, 2021
Confidential DRS Submitted to SEC	March 29, 2021
SEC Comment Letter (12 comments)	April 23, 2021
Amendment No. 1 / Response Filed	May 7, 2021

Registration Statement Declared Effective	May 24, 2021
Organizational Meeting / Marketing Begins	June 7, 2021
Pricing Committee / Final Prospectus Supplement	June 21, 2021
Pricing Date / Underwriting Agreement Executed	June 22, 2021
Units Begin Trading (PNACU)	June 23, 2021
IPO Closing Date	June 25, 2021
Partial Over-Allotment Exercise	July 7, 2021
Over-Allotment Closing Date / Matter Closed	July 9, 2021
Business Combination Deadline (18 months)	December 25, 2022
Extended Business Combination Deadline (24 months, if extension deposit made)	June 25, 2023
IPO Price per Unit	$10.00
Base Offering	20,000,000 Units × $10.00 = $200,000,000
Over-Allotment Option (max)	3,000,000 Units = $30,000,000 (15% of base)
Over-Allotment Exercised	1,500,000 Units = $15,000,000 (50% of max)
Total Units Sold	21,500,000
Total Gross Proceeds	$215,000,000
Upfront Underwriting discount (2.0%)	$4,300,000
Deferred Underwriting Commission (3.5%)	$7,525,000 (payable upon de-SPAC closing)
Total Underwriting Compensation (5.5%)	$11,825,000
Underwriter Fee Split — Ridgeline Whitfield (75%)	$8,868,750
Underwriter Fee Split — Halyard (25%)	$2,956,250
Underwriter Unit Allocation — Ridgeline Whitfield	15,000,000 Firm Units
Underwriter Unit Allocation — Halyard	5,000,000 Firm Units
Trust Amount (final)	$215,000,000 (≥$10.00 per public share × 21,500,000 shares)
Extension Deposit	$2,150,000 ($0.10/share × 21,500,000 shares)

Founder Shares Issued	5,750,000 for $25,000 (≈$0.004/share)
Founder Shares Forfeited	375,000 (unexercised 1,500,000 OA units ÷ 4)
Founder Shares Post-Forfeiture	5,375,000 (≈20.0% of 26,875,000 total shares)
Private Placement Warrants (base)	7,000,000 × $1.50 = $10,500,000
Private Placement Warrants (OA additional)	450,000 × $1.50 = $675,000
Total Private Placement Warrants	7,450,000 warrants; $11,175,000 total proceeds
Total Sponsor Investment	$25,000 + $10,500,000 + $675,000 = $11,200,000
Authorized Capital — Class A Common Stock	110,000,000 shares ($0.0001 par)
Authorized Capital — Class B Common Stock	10,000,000 shares ($0.0001 par)
Authorized Capital — Preferred Stock	1,000,000 shares ($0.0001 par)
Warrant Exercise Price	$11.50/share
Warrant Redemption Trigger	Class A ≥ $18.00 for 20 out of 30 trading days; $0.01 redemption price; 30 days' notice
Warrant Exercisability	Later of 30 days after business combination or 12 months after IPO closing (June 25, 2022)
Warrant Expiration	5 years after business combination or earlier upon redemption/liquidation
Target Sector	Enterprise SaaS, cloud infrastructure, AI-enabled B2B platforms
Target Enterprise Value Range	$600,000,000 – $2,000,000,000
Minimum Trust Utilization	At least 80% of trust assets as consideration for business combination
C&H Estimated Fee Cap	$750,000 + disbursements
Governing Law — Corporate	Delaware
Governing Law — Transaction Agreements	New York

[sheet: Closing Checklist]
Item No. | Section | Document Description | Responsible Party | Status | Date
PINNACLE ACQUISITION CORP. I — INITIAL PUBLIC OFFERING — $200,000,000 (Plus $15,000,000 Over-Allotment)
Prepared by Calderwood & Harkness LLP — Matter No. 41927.00001
IPO Closing Date: June 25, 2021 | Over-Allotment Closing Date: July 9, 2021
I. ORGANIZATIONAL DOCUMENTS
1 | I. Organizational Documents | Amended and Restated Certificate of Incorporation of Pinnacle Acquisition Corp. I (filed with DE Secretary of State; DE SOS File No. 7319284) | Calderwood & Harkness LLP / Beckett & Hale LLP | Filed | 2021-06-25
2 | I. Organizational Documents | Amended and Restated Bylaws of Pinnacle Acquisition Corp. I | Calderwood & Harkness LLP | Adopted | 2021-06-25
3 | I. Organizational Documents | Certificate of Good Standing — Delaware Secretary of State | Beckett & Hale LLP | Received | 2021-06-23
II. SEC FILINGS
4 | II. SEC Filings | Registration Statement on Form S-1 (Registration No. 333-254891; CIK 0001893247), as amended (Amendment No. 1 filed May 7, 2021) | Calderwood & Harkness LLP | Declared Effective | 2021-05-24
5 | II. SEC Filings | Final Prospectus (Rule 424(b)(4)) — 20,000,000 Units at $10.00 per Unit on Nasdaq Capital Market (PNACU / PNAC / PNACW) | Calderwood & Harkness LLP | Filed | 2021-06-23
6 | II. SEC Filings | Form 8-A (Exchange Act Registration of Class A Common Stock and Warrants) | Calderwood & Harkness LLP | Filed | 2021-06-22
III. TRANSACTION AGREEMENTS
7 | III. Transaction Agreements | Underwriting Agreement among the Company, Pinnacle Venture Fund II LP (Sponsor), and Ridgeline Whitfield Securities LLC as Representative of the Underwriters (including Halyard Capital Markets Inc. as co-manager) — 20,000,000 Firm Units; 2.0% upfront discount ($4,300,000); 3.5% deferred commission ($7,525,000); 45-day OA option for up to 3,000,000 additional Units | Calderwood & Harkness LLP / Whitmore & Caldwell LLP | Executed | 2021-06-22
8 | III. Transaction Agreements | Investment Management Trust Agreement between the Company and Continental Dunmore Financial (Trustee) — Trust Account No. TA-2021-07834; initial deposit of $200,000,000; Permitted Investments (U.S. government securities ≤185 days / qualifying money market funds); Business Combination Deadline: December 25, 2022 (extendable to June 25, 2023 upon deposit of $2,150,000) | Calderwood & Harkness LLP | Executed | 2021-06-25
9 | III. Transaction Agreements | Warrant Agreement between the Company and Continental Dunmore Financial (Warrant Agent) — 10,000,000 Public Warrants + 7,000,000 Private Placement Warrants; exercise price $11.50/share; redemption at $0.01 if Class A ≥ $18.00 for 20/30 trading days; exercisable on later of 30 days after business combination or June 25, 2022; 5-year expiration after business combination | Calderwood & Harkness LLP | Executed | 2021-06-25
10 | III. Transaction Agreements | Letter Agreement (Insider Lock-Up and Founder Share Transfer Restrictions) among the Company, Sponsor, Representative, and each insider (Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, William K. Ashmore) — Founder Share lock-up until earlier of 1 year post-business combination or Class A ≥ $12.00 for 20/30 trading days commencing 150 days after business combination; Private Placement Warrant lock-up for 30 days post-business combination | Calderwood & Harkness LLP | Executed | 2021-06-25
11 | III. Transaction Agreements | Registration Rights Agreement among the Company, Sponsor, and Holders (Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, William K. Ashmore) — up to 3 demand registrations; piggyback rights; Company bears registration expenses + up to $50,000 selling holder counsel fees | Calderwood & Harkness LLP | Executed | 2021-06-25
12 | III. Transaction Agreements | Sponsor Subscription Agreement — Pinnacle Venture Fund II LP subscription for 5,750,000 Founder Shares (Class B common stock) for $25,000 (≈$0.004/share) | Calderwood & Harkness LLP | Executed | 2021-02-10
13 | III. Transaction Agreements | Private Placement Warrants Purchase Agreement — Sponsor purchase of 7,000,000 warrants at $1.50/warrant ($10,500,000 aggregate) | Calderwood & Harkness LLP | Executed | 2021-06-25
IV. OPINIONS & COMFORT LETTERS
14 | IV. Opinions & Comfort Letters | Calderwood & Harkness LLP Legal Opinion and 10b-5 Negative Assurance Letter to Underwriters (addressed to Ridgeline Whitfield Securities LLC and Halyard Capital Markets Inc.) — delivered pursuant to Section 5(b) of Underwriting Agreement; signed by Jennifer Kwon, Partner | Calderwood & Harkness LLP | Delivered | 2021-06-25
15 | IV. Opinions & Comfort Letters | Calderwood & Harkness LLP Tax Opinion — Federal Income Tax Treatment of Units (addressed to Pinnacle Acquisition Corp. I; filed as exhibit to Registration Statement) | Calderwood & Harkness LLP | Delivered | 2021-06-25
16 | IV. Opinions & Comfort Letters | Beckett & Hale LLP Delaware Law Opinion — due authorization and valid issuance under Delaware General Corporation Law (Amanda Chisholm, Partner) | Beckett & Hale LLP | Delivered | 2021-06-25
17 | IV. Opinions & Comfort Letters | Trask, Worthington & Giordano LLP Comfort Letter (initial) — Sean Novotny, CPA, Lead Engagement Partner (PCAOB ID 6241) | Trask, Worthington & Giordano LLP | Dated | 2021-05-24
18 | IV. Opinions & Comfort Letters | Trask, Worthington & Giordano LLP Bring-Down Comfort Letter | Trask, Worthington & Giordano LLP | Dated | 2021-06-25
19 | IV. Opinions & Comfort Letters | Trask, Worthington & Giordano LLP Consent (to inclusion of auditor report in Registration Statement) | Trask, Worthington & Giordano LLP | Dated | 2021-06-25
V. OFFICERS' AND DIRECTORS' CERTIFICATES
20 | V. Officers' & Directors' Certificates | Officer's Certificate of Pinnacle Acquisition Corp. I — signed by Marcus Yuen (Chairman & CEO) and Raymond Holtz (CFO) | Company | Dated | 2021-06-25
21 | V. Officers' & Directors' Certificates | Secretary's Certificate of Pinnacle Acquisition Corp. I (Audrey M. Cabot, Secretary; counter-certified by Marcus Yuen, Chairman & CEO) — Exhibits: (A) Amended & Restated Certificate of Incorporation; (B) Amended & Restated Bylaws; (C) Board Resolutions (unanimous written consent dated March 10, 2021 and meeting of June 21, 2021); (D) Incumbency & Specimen Signatures; (E) DE Certificate of Good Standing dated June 23, 2021 | Calderwood & Harkness LLP | Dated | 2021-06-25
VI. TRUST & FUNDING
22 | VI. Trust & Funding | Evidence of wire transfer of $200,000,000 to Trust Account at Continental Dunmore Financial (Account No. TA-2021-07834, 17 Ashbury Asset Advisors, 14th Floor, New York, NY 10004) | Company | Confirmed | 2021-06-25
23 | VI. Trust & Funding | Evidence of wire transfer of $10,500,000 from Pinnacle Venture Fund II LP for 7,000,000 Private Placement Warrants at $1.50/warrant | Sponsor | Confirmed | 2021-06-25
24 | VI. Trust & Funding | Trustee's Acknowledgment of Receipt and Confirmation of Trust Funding — Continental Dunmore Financial (Elaine Marchetti, SVP, Corporate Trust) | Continental Dunmore Financial | Received | 2021-06-25
VII. NASDAQ LISTING
25 | VII. Nasdaq Listing | Nasdaq Capital Market Listing Approval — Units (PNACU), Class A Common Stock (PNAC), Warrants (PNACW) | Company | Received | 2021-06-22
26 | VII. Nasdaq Listing | DTC Eligibility Confirmation (Continental Dunmore Financial as Transfer Agent) | Continental Dunmore Financial | Confirmed | 2021-06-24
VIII. INSURANCE
27 | VIII. Insurance | D&O Insurance Policy Binder — Northpoint Specialty Insurance Co., Policy No. NSI-SPD-210603, $10,000,000 aggregate limit (carrier address: 425 Lexington Avenue, 9th Floor, New York, NY 10017) | Company | Bound | 2021-06-22
IX. OVER-ALLOTMENT CLOSING (July 7–9, 2021)
28 | IX. Over-Allotment Closing | Notice of Partial Exercise of Over-Allotment Option by Ridgeline Whitfield Securities LLC — 1,500,000 additional Units (of 3,000,000 maximum; 50% exercised) at $10.00/Unit = $15,000,000 additional gross proceeds | Ridgeline Whitfield Securities LLC | Dated | 2021-07-07
29 | IX. Over-Allotment Closing | Evidence of wire transfer of $15,000,000 additional proceeds to Trust Account (TA-2021-07834) — Trust balance now $215,000,000 ($10.00/public share × 21,500,000 shares) | Company | Confirmed | 2021-07-09
30 | IX. Over-Allotment Closing | Evidence of wire transfer of $675,000 from Pinnacle Venture Fund II LP for 450,000 additional Private Placement Warrants at $1.50/warrant (total Private Placement Warrants now 7,450,000; total Sponsor investment now $11,200,000) | Sponsor | Confirmed | 2021-07-09
31 | IX. Over-Allotment Closing | Sponsor Forfeiture Letter — forfeiture of 375,000 Founder Shares (1,500,000 unexercised OA units ÷ 4); Founder Shares outstanding reduced from 5,750,000 to 5,375,000 (≈20.0% of 26,875,000 total shares) | Calderwood & Harkness LLP | Dated | 2021-07-09
32 | IX. Over-Allotment Closing | Bring-Down Officer's Certificate (Over-Allotment Closing) — Marcus Yuen (CEO) and Raymond Holtz (CFO) | Company | Dated | 2021-07-09
33 | IX. Over-Allotment Closing | Calderwood & Harkness LLP Bring-Down 10b-5 Negative Assurance Letter (Over-Allotment Closing) | Calderwood & Harkness LLP | Dated | 2021-07-09
34 | IX. Over-Allotment Closing | Trask, Worthington & Giordano LLP Bring-Down Comfort Letter (Over-Allotment Closing) | Trask, Worthington & Giordano LLP | Dated | 2021-07-09
NOTES:
(1) All executed originals maintained in closing binder at Calderwood & Harkness LLP, Matter No. 41927.00001.
(2) Electronic copies distributed to Company, Sponsor, Ridgeline Whitfield Securities LLC, Halyard Capital Markets Inc., Whitmore & Caldwell LLP, Beckett & Hale LLP, Trask Worthington & Giordano LLP, and Continental Dunmore Financial via secure data room hosted by Donnovan Financial Printers Inc. (55 Water Street, Suite 700, New York, NY 10041).
(3) Final closing set expected to be assembled and distributed by July 23, 2021.
[sheet: Signature Page Tracker]
Document | Signatory | Capacity / Title | Entity | Date Received
Underwriting Agreement | Marcus Yuen | Chairman & Chief Executive Officer | Pinnacle Acquisition Corp. I | 2021-06-22
Underwriting Agreement | Marcus Yuen | Managing Partner (on behalf of Pinnacle Venture Management II LLC, GP of Sponsor) | Pinnacle Venture Fund II LP | 2021-06-22
Underwriting Agreement | Jonathan Haber | Managing Director | Ridgeline Whitfield Securities LLC (as Representative) | 2021-06-22
Investment Management Trust Agreement | Marcus Yuen | Chairman & Chief Executive Officer | Pinnacle Acquisition Corp. I | 2021-06-25
Investment Management Trust Agreement | Elaine Marchetti | Senior Vice President, Corporate Trust | Continental Dunmore Financial | 2021-06-25
Warrant Agreement | Marcus Yuen | Chairman & Chief Executive Officer | Pinnacle Acquisition Corp. I | 2021-06-25
Warrant Agreement | Elaine Marchetti | Senior Vice President, Corporate Trust | Continental Dunmore Financial (as Warrant Agent) | 2021-06-25
Letter Agreement (Insider Lock-Up) | Marcus Yuen | Managing Partner (on behalf of Pinnacle Venture Management II LLC, GP of Sponsor) | Pinnacle Venture Fund II LP (Sponsor) | 2021-06-25
Letter Agreement (Insider Lock-Up) | Marcus Yuen | Individual insider | Individual | 2021-06-25
Letter Agreement (Insider Lock-Up) | Deborah Sinclair | Individual insider | Individual | 2021-06-25
Letter Agreement (Insider Lock-Up) | Raymond Holtz | Individual insider | Individual | 2021-06-25
Letter Agreement (Insider Lock-Up) | Nadia Petrova | Individual insider | Individual | 2021-06-25
Letter Agreement (Insider Lock-Up) | William K. Ashmore | Individual insider | Individual | 2021-06-25
Letter Agreement (Insider Lock-Up) | Marcus Yuen | Chairman & Chief Executive Officer | Pinnacle Acquisition Corp. I (Acknowledged) | 2021-06-25
Letter Agreement (Insider Lock-Up) | Jonathan Haber | Managing Director | Ridgeline Whitfield Securities LLC (as Representative, Acknowledged) | 2021-06-25
Registration Rights Agreement | Marcus Yuen | Chairman & Chief Executive Officer | Pinnacle Acquisition Corp. I | 2021-06-25
Registration Rights Agreement | Marcus Yuen | Managing Partner (on behalf of Pinnacle Venture Management II LLC, GP of Sponsor) | Pinnacle Venture Fund II LP (Sponsor) | 2021-06-25
Registration Rights Agreement | Marcus Yuen | Individual holder | Individual | 2021-06-25
Registration Rights Agreement | Deborah Sinclair | Individual holder | Individual | 2021-06-25
Registration Rights Agreement | Raymond Holtz | Individual holder | Individual | 2021-06-25
Registration Rights Agreement | Nadia Petrova | Individual holder | Individual | 2021-06-25
Registration Rights Agreement | William K. Ashmore | Individual holder | Individual | 2021-06-25
Secretary's Certificate | Audrey M. Cabot | Secretary | Pinnacle Acquisition Corp. I | 2021-06-25
Secretary's Certificate | Marcus Yuen | Chairman & CEO (counter-certification) | Pinnacle Acquisition Corp. I | 2021-06-25
Officer's Certificate | Marcus Yuen | Chairman & Chief Executive Officer | Pinnacle Acquisition Corp. I | 2021-06-25
Officer's Certificate | Raymond Holtz | Chief Financial Officer | Pinnacle Acquisition Corp. I | 2021-06-25
Sponsor Forfeiture Letter | Marcus Yuen | Managing Partner (on behalf of Pinnacle Venture Management II LLC, GP of Sponsor) | Pinnacle Venture Fund II LP (Sponsor) | 2021-07-09
Sponsor Forfeiture Letter | Marcus Yuen | Chairman & Chief Executive Officer | Pinnacle Acquisition Corp. I | 2021-07-09
[sheet: Key Deal Terms]
Item | Detail
Matter Number | 41927.00001
Issuer | Pinnacle Acquisition Corp. I (Delaware corporation; EIN 86-3194507; DE SOS File No. 7319284; CIK 0001893247)
Sponsor | Pinnacle Venture Fund II LP (Delaware LP; EIN 83-2671048)
Sponsor GP | Pinnacle Venture Management II LLC (Delaware LLC)
Principal Office | 388 Embarcadero Center, Suite 2400, San Francisco, CA 94111
Registered Agent (DE) | Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Issuer's Counsel | Calderwood & Harkness LLP (Jennifer Kwon, Responsible Partner; Theodore Langston, Billing Partner; Claire Dempsey, Lead Associate; Audrey Zhou, Working Associate) — 900 Third Avenue, 28th Floor, New York, NY 10022
Delaware Counsel | Beckett & Hale LLP (Amanda Chisholm, Partner) — 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801
Underwriters' Counsel | Whitmore & Caldwell LLP (Garrett Doyle, Partner) — 100 Federal Street, 32nd Floor, Boston, MA 02110
Lead Book-Runner | Ridgeline Whitfield Securities LLC (Jonathan Haber, MD) — 299 Park Avenue, 31st Floor, New York, NY 10171
Co-Manager | Halyard Capital Markets Inc. (Priya Ramachandran, Director) — 1251 Avenue of the Americas, 18th Floor, New York, NY 10020
Auditor | Trask, Worthington & Giordano LLP (Sean Novotny, CPA; PCAOB ID 6241) — 600 Montgomery Street, Suite 1800, San Francisco, CA 94111
Trustee / Transfer Agent / Warrant Agent | Continental Dunmore Financial (Elaine Marchetti, SVP) — 17 Ashbury Asset Advisors, 14th Floor, New York, NY 10004
Trust Account Number | TA-2021-07834
D&O Insurance Carrier | Northpoint Specialty Insurance Co. — Policy No. NSI-SPD-210603; $10,000,000 aggregate limit; 425 Lexington Avenue, 9th Floor, New York, NY 10017
Printer / EDGAR Filing Agent | Donnovan Financial Printers Inc. — 55 Water Street, Suite 700, New York, NY 10041
SEC Registration No. | 333-254891
Nasdaq Tickers | PNACU (Units) / PNAC (Class A) / PNACW (Warrants)
Incorporation Date | January 22, 2021
Sponsor Subscription Date | February 10, 2021
Engagement Opened / Initial S-1 Draft | March 15, 2021
Confidential DRS Submitted to SEC | March 29, 2021
SEC Comment Letter (12 comments) | April 23, 2021
Amendment No. 1 / Response Filed | May 7, 2021
Registration Statement Declared Effective | May 24, 2021
Organizational Meeting / Marketing Begins | June 7, 2021
Pricing Committee / Final Prospectus Supplement | June 21, 2021
Pricing Date / Underwriting Agreement Executed | June 22, 2021
Units Begin Trading (PNACU) | June 23, 2021
IPO Closing Date | June 25, 2021
Partial Over-Allotment Exercise | July 7, 2021
Over-Allotment Closing Date / Matter Closed | July 9, 2021
Business Combination Deadline (18 months) | December 25, 2022
Extended Business Combination Deadline (24 months, if extension deposit made) | June 25, 2023
IPO Price per Unit | $10.00
Base Offering | 20,000,000 Units × $10.00 = $200,000,000
Over-Allotment Option (max) | 3,000,000 Units = $30,000,000 (15% of base)
Over-Allotment Exercised | 1,500,000 Units = $15,000,000 (50% of max)
Total Units Sold | 21,500,000
Total Gross Proceeds | $215,000,000
Upfront Underwriting discount (2.0%) | $4,300,000
Deferred Underwriting Commission (3.5%) | $7,525,000 (payable upon de-SPAC closing)
Total Underwriting Compensation (5.5%) | $11,825,000
Underwriter Fee Split — Ridgeline Whitfield (75%) | $8,868,750
Underwriter Fee Split — Halyard (25%) | $2,956,250
Underwriter Unit Allocation — Ridgeline Whitfield | 15,000,000 Firm Units
Underwriter Unit Allocation — Halyard | 5,000,000 Firm Units
Trust Amount (final) | $215,000,000 (≥$10.00 per public share × 21,500,000 shares)
Extension Deposit | $2,150,000 ($0.10/share × 21,500,000 shares)
Founder Shares Issued | 5,750,000 for $25,000 (≈$0.004/share)
Founder Shares Forfeited | 375,000 (unexercised 1,500,000 OA units ÷ 4)
Founder Shares Post-Forfeiture | 5,375,000 (≈20.0% of 26,875,000 total shares)
Private Placement Warrants (base) | 7,000,000 × $1.50 = $10,500,000
Private Placement Warrants (OA additional) | 450,000 × $1.50 = $675,000
Total Private Placement Warrants | 7,450,000 warrants; $11,175,000 total proceeds
Total Sponsor Investment | $25,000 + $10,500,000 + $675,000 = $11,200,000
Authorized Capital — Class A Common Stock | 110,000,000 shares ($0.0001 par)
Authorized Capital — Class B Common Stock | 10,000,000 shares ($0.0001 par)
Authorized Capital — Preferred Stock | 1,000,000 shares ($0.0001 par)
Warrant Exercise Price | $11.50/share
Warrant Redemption Trigger | Class A ≥ $18.00 for 20 out of 30 trading days; $0.01 redemption price; 30 days' notice
Warrant Exercisability | Later of 30 days after business combination or 12 months after IPO closing (June 25, 2022)
Warrant Expiration | 5 years after business combination or earlier upon redemption/liquidation
Target Sector | Enterprise SaaS, cloud infrastructure, AI-enabled B2B platforms
Target Enterprise Value Range | $600,000,000 – $2,000,000,000
Minimum Trust Utilization | At least 80% of trust assets as consideration for business combination
C&H Estimated Fee Cap | $750,000 + disbursements
Governing Law — Corporate | Delaware
Governing Law — Transaction Agreements | New York

[sheet: Closing Checklist]

I. ORGANIZATIONAL DOCUMENTS

II. SEC FILINGS

III. TRANSACTION AGREEMENTS

IV. OPINIONS & COMFORT LETTERS

V. OFFICERS' AND DIRECTORS' CERTIFICATES

VI. TRUST & FUNDING

VII. NASDAQ LISTING

VIII. INSURANCE

Record

Parties

Dates

Amounts