1002-00001 · Pinnacle Venture Fund II LP · Closing

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SECRETARY'S CERTIFICATE

PINNACLE ACQUISITION CORP. I

a Delaware corporation

Delivered in connection with the initial public offering of 20,000,000 Units (the "IPO") of Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), and the closing thereof on June 25, 2021

Delivered pursuant to Section 5(e) of the Underwriting Agreement dated June 22, 2021 among the Company, Pinnacle Venture Fund II LP (the "Sponsor"), and Ridgeline Whitfield Securities LLC, as representative of the several underwriters

I, the undersigned, Audrey M. Cabot, being the duly elected, qualified, and acting Secretary of Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), DO HEREBY CERTIFY, in connection with the initial public offering of the Company (the "IPO") and the closing thereof on June 25, 2021 (the "Closing Date"), as follows:

The IPO consists of the offer and sale of 20,000,000 units of the Company (the "Units") at a public offering price of $10.00 per Unit, pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-254891), as amended (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission (the "SEC") on May 24, 2021, and the prospectus contained therein, dated June 22, 2021 (the "Prospectus"). The IPO is being conducted pursuant to that certain Underwriting Agreement, dated as of June 22, 2021 (the "Underwriting Agreement"), by and among the Company, Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Sponsor"), and Ridgeline Whitfield Securities LLC, as representative of the several underwriters named therein (the "Representative"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Underwriting Agreement.

1. CERTIFICATE OF INCORPORATION

Attached hereto as Exhibit A is a true, complete, and correct copy of the Amended and Restated Certificate of Incorporation of the Company (the "A&R Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware on June 25, 2021 (Delaware Secretary of State File No. 7319284). The Company was originally incorporated in the State of Delaware on January 22, 2021, under the name "Pinnacle Acquisition Corp. I," by the filing of an original Certificate of Incorporation with the Secretary of State of the State of Delaware.

The A&R Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL") and was filed with the Secretary of State of the State of Delaware on the Closing Date. The A&R Certificate of Incorporation is in full force and effect as of the date hereof, and has not been further amended, restated, supplemented, or otherwise modified since its filing on June 25, 2021.

Without limiting the generality of the foregoing, I hereby certify that the A&R Certificate of Incorporation contains, among other things, the following key provisions relevant to the IPO and the transactions contemplated by the Underwriting Agreement:

(a) Authorized Capital Stock. The total number of shares of all classes of capital stock which the Company is authorized to issue consists of: (i) 110,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"); (ii) 10,000,000 shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"); and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), the rights, preferences, privileges, and restrictions of which may be designated from time to time by the Board of Directors of the Company (the "Board of Directors").

(b) Trust Account and Business Combination Requirements. The A&R Certificate of Incorporation contains provisions governing the establishment and maintenance of a trust account (the "Trust Account") for the benefit of holders of shares of Class A Common Stock sold in the IPO (the "Public Shares"), including provisions setting forth the requirements that must be satisfied in connection with the Company's initial business combination, and the rights of holders of Public Shares to redeem their shares in connection with an initial business combination or in connection with certain amendments to the A&R Certificate of Incorporation.

(c) Business Combination Deadline. The A&R Certificate of Incorporation provides that, if the Company has not consummated an initial business combination within eighteen (18) months from the Closing Date (i.e., by December 25, 2022), or within twenty-four (24) months from the Closing Date (i.e., by June 25, 2023) if the Company deposits an additional $2,150,000, representing $0.10 per Public Share outstanding at such time (assuming no exercise of the Over-Allotment Option, as defined below), into the Trust Account on or prior to the eighteen-month deadline, the Company shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price payable in cash equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Board of Directors, dissolve and liquidate.

2. BYLAWS

Attached hereto as Exhibit B is a true, complete, and correct copy of the Amended and Restated Bylaws of the Company (the "A&R Bylaws"). The Bylaws of the Company were originally adopted by the Board of Directors on January 22, 2021, which was the date of the Company's incorporation. The Bylaws were subsequently amended and restated in their entirety on June 25, 2021, in connection with the IPO, and such Amended and Restated Bylaws were duly adopted in accordance with the DGCL and the Company's then-effective Certificate of Incorporation.

The A&R Bylaws are in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or otherwise modified since their adoption on June 25, 2021. No action has been taken by the Board of Directors or the stockholders of the Company to amend, modify, or repeal the A&R Bylaws, and no such action is currently contemplated.

3. RESOLUTIONS OF THE BOARD OF DIRECTORS

Attached hereto as Exhibit C is a true, complete, and correct copy of certain resolutions duly adopted by the Board of Directors of the Company (collectively, the "Resolutions"), consisting of:

(i) the Unanimous Written Consent of the Board of Directors of the Company, dated March 10, 2021 (the "March Consent"), authorizing the initial steps in connection with the IPO, which Unanimous Written Consent was executed by all members of the Board of Directors then in office and became effective in accordance with Section 141(f) of the DGCL and the Bylaws of the Company; and

(ii) the resolutions adopted at a meeting of the Board of Directors duly called and held on June 21, 2021 (the "June Resolutions"), at which meeting a quorum of directors was present and acting throughout, authorizing the final pricing and closing actions in connection with the IPO and the transactions contemplated by the Underwriting Agreement and the other Transaction Documents.

The Resolutions collectively authorize, among other things, the following actions on behalf of the Company:

(a) The preparation, execution, filing, and pursuit of effectiveness of the Registration Statement on Form S-1 (Registration No. 333-254891) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), and all pre-effective and post-effective amendments thereto, including any and all exhibits, financial statements, consents, and other documents required to be filed as a part thereof or in connection therewith, and the authorization of each of the officers of the Company to execute and file such Registration Statement and all amendments thereto on behalf of the Company in their respective capacities and, where applicable, in their capacity as the attorneys-in-fact of the directors of the Company.

(b) The issuance and sale of 20,000,000 Units in the IPO at a public offering price of $10.00 per Unit, each Unit consisting of one (1) share of Class A Common Stock and one-half (1/2) of one redeemable warrant of the Company (each whole warrant, a "Public Warrant"), with each whole Public Warrant entitling the holder thereof to purchase one (1) share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as provided in the Warrant Agreement (as defined below).

(c) The grant to the underwriters of an option (the "Over-Allotment Option") to purchase up to an additional 3,000,000 Units at the IPO public offering price of $10.00 per Unit, less the underwriting discount, to cover over-allotments, if any, exercisable in whole or in part for a period of forty-five (45) days from the date of the Prospectus.

(d) The issuance of up to 7,900,000 warrants (the "Private Placement Warrants") to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, consisting of 7,000,000 base Private Placement Warrants (to be issued upon the closing of the IPO) plus up to 900,000 additional Private Placement Warrants (to be issued in the event of a full exercise of the Over-Allotment Option), in a private placement closing simultaneously with the closing of the IPO, generating aggregate gross proceeds to the Company of up to $11,850,000 from the sale of Private Placement Warrants.

(e) The execution and delivery of the Underwriting Agreement, dated as of June 22, 2021, by and among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative of the several underwriters named therein (including Halyard Capital Markets Inc. as co-manager), pursuant to which the Company agreed to pay the underwriters (i) an upfront underwriting discount equal to 2.0% of the gross proceeds of the IPO (representing $4,000,000, or $0.20 per Unit, assuming no exercise of the Over-Allotment Option), payable upon the closing of the IPO, and (ii) a deferred underwriting commission equal to 3.5% of the gross proceeds of the IPO (representing $7,000,000, or $0.35 per Unit, assuming no exercise of the Over-Allotment Option), payable upon the consummation of the Company's initial business combination, which deferred underwriting commission shall be deposited into the Trust Account on the Closing Date and shall be released to the underwriters only upon the closing of the Company's initial business combination.

(f) The execution and delivery of the Investment Management Trust Agreement, dated as of June 25, 2021 (the "Trust Agreement"), by and between the Company and Continental Dunmore Financial, a federal chartered trust company, as trustee (the "Trustee"), establishing trust account no. TA-2021-07834 (the "Trust Account"), and the deposit of $200,000,000 (representing $10.00 per Unit sold in the IPO, assuming no exercise of the Over-Allotment Option), or such greater amount as may result from the exercise of the Over-Allotment Option, into the Trust Account, to be held and invested by the Trustee in accordance with the terms of the Trust Agreement.

(g) The execution and delivery of the Warrant Agreement, dated as of June 25, 2021 (the "Warrant Agreement"), by and between the Company and Continental Dunmore Financial, as warrant agent (the "Warrant Agent"), governing the terms, exercise, and redemption of the Public Warrants and the Private Placement Warrants.

(h) The execution and delivery of the Letter Agreement, dated as of June 25, 2021 (the "Insider Letter Agreement"), by and among the Company, the Sponsor, Ridgeline Whitfield Securities LLC, and each of the Company's officers and directors, pursuant to which, among other things, the Sponsor and each of the Company's officers and directors agreed to certain lock-up and transfer restrictions with respect to the Founder Shares (as defined below) and the Private Placement Warrants, and agreed not to redeem any Founder Shares in connection with a stockholder vote to approve an initial business combination.

(i) The execution and delivery of the Registration Rights Agreement, dated as of June 25, 2021 (the "Registration Rights Agreement"), by and among the Company, the Sponsor, and the individual holders signatory thereto, pursuant to which the Company granted certain demand and piggyback registration rights with respect to certain securities of the Company held by such holders, including the Founder Shares, the Private Placement Warrants, and the shares of Class A Common Stock issuable upon conversion of the Founder Shares and upon exercise of the Private Placement Warrants.

(j) The filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware on the Closing Date, replacing and superseding in its entirety the original Certificate of Incorporation filed on January 22, 2021.

(k) The adoption of the Amended and Restated Bylaws of the Company, replacing and superseding in their entirety the original Bylaws adopted on January 22, 2021.

(l) The listing of the Units, the shares of Class A Common Stock, and the Public Warrants on the Nasdaq Capital Market under the ticker symbols "PNACU," "PNAC," and "PNACW," respectively, and the taking of all actions and the filing of all applications, listing agreements, and other documents necessary or desirable to effect such listings.

(m) The appointment of Continental Dunmore Financial as transfer agent and registrar for the shares of Class A Common Stock and Class B Common Stock of the Company, and as warrant agent for the Public Warrants and Private Placement Warrants, and the execution and delivery of the applicable agency agreements in connection therewith.

(n) The appointment of Trask, Worthington & Giordano LLP (PCAOB ID 6241) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, and the authorization of the officers of the Company to negotiate and execute an engagement letter with such firm on commercially reasonable terms.

(o) The engagement of Calderwood & Harkness LLP as issuer's counsel to the Company in connection with the IPO and the transactions contemplated by the Transaction Documents, and the engagement of Beckett & Hale LLP as Delaware counsel to the Company in connection with the IPO, and the authorization of the officers of the Company to negotiate and execute engagement letters with each such firm on commercially reasonable terms.

(p) The procurement of directors' and officers' liability insurance from Northpoint Specialty Insurance Co. (Policy No. NSI-SPD-210603), providing coverage with an aggregate limit of $10,000,000, on terms and conditions approved by the Board of Directors, and the authorization of the officers of the Company to execute and deliver such insurance applications, binders, and policy documents as may be necessary or desirable in connection therewith.

(q) The authorization of each of Marcus Yuen, in his capacity as Chairman of the Board and Chief Executive Officer of the Company, Deborah Sinclair, in her capacity as President of the Company, and Raymond Holtz, in his capacity as Chief Financial Officer of the Company (each, an "Authorized Officer"), to execute and deliver, on behalf of the Company, any and all agreements, certificates, instruments, and other documents, and to take any and all actions, in each case as such Authorized Officer may deem necessary, appropriate, or desirable in order to carry out the intent and accomplish the purposes of the foregoing Resolutions and to consummate the transactions contemplated thereby, the execution and delivery of any such agreement, certificate, instrument, or other document, or the taking of any such action, to be conclusive evidence of such Authorized Officer's approval thereof and the Board of Directors' authorization thereof.

I further certify that the Resolutions described above have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company, whether by unanimous written consent or at any meeting of the Board of Directors, that would in any way amend, supersede, conflict with, or modify the Resolutions described above.

4. INCUMBENCY AND SIGNATURES

I hereby certify that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:

Officers:

I further certify that the following persons are the duly elected, qualified, and acting members of the Board of Directors of the Company as of the date hereof, holding the respective positions set forth opposite their names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:

Directors:

For purposes of context and completeness, I note the following with respect to the relationships of the foregoing officers and directors to the Sponsor:

Marcus Yuen is the Founder and Managing Partner of the Sponsor, Pinnacle Venture Fund II LP, and serves as Chairman of the Board and Chief Executive Officer of the Company. Deborah Sinclair is a Partner, Technology Investments, at the Sponsor and serves as President and a director of the Company. Raymond Holtz is an independent officer of the Company and is not affiliated with the Sponsor. Nadia Petrova and William K. Ashmore each qualify as independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market LLC listing standards and the applicable rules and regulations of the SEC, and neither is affiliated with the Sponsor.

5. GOOD STANDING

Attached hereto as Exhibit D is a true and correct copy of a Certificate of Good Standing (also referred to as a Certificate of Status) of the Company issued by the Secretary of State of the State of Delaware, dated June 23, 2021. Based upon such certificate and to the best of my knowledge, the Company is validly existing and in good standing under the laws of the State of Delaware as of such date.

The Company's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's principal executive office is located at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111. The Company's federal Employer Identification Number (EIN) is 86-3194507.

6. NO PROCEEDINGS

I hereby certify that, as of the date hereof and to the best of my knowledge after due inquiry:

(a) No proceedings have been instituted, and no proceedings are pending, for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary;

(b) No receiver, trustee, conservator, liquidator, or similar official has been appointed for all or any substantial portion of the property or assets of the Company; and

(c) No petition in bankruptcy has been filed by or against the Company under Title 11 of the United States Code or under any other provisions of applicable federal or state law relating to bankruptcy, insolvency, reorganization, receivership, or similar proceedings, and no such petition is threatened or contemplated to the best of my knowledge.

7. CAPITALIZATION

I hereby certify that the capitalization of the Company is as follows:

As of the Closing Date, immediately prior to the consummation of the IPO:

(a) Authorized Capital Stock. The Company is authorized to issue a total of 121,000,000 shares of capital stock, consisting of: (i) 110,000,000 shares of Class A Common Stock, par value $0.0001 per share; (ii) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share; and (iii) 1,000,000 shares of Preferred Stock, par value $0.0001 per share.

(b) Issued and Outstanding Shares. Immediately prior to the consummation of the IPO, there are 5,750,000 shares of Class B Common Stock issued and outstanding (the "Founder Shares"), all of which are held of record by the Sponsor. The Founder Shares were issued to the Sponsor on February 10, 2021, for an aggregate purchase price of $25,000 (representing a purchase price of approximately $0.004 per share). No shares of Class A Common Stock are issued and outstanding immediately prior to the consummation of the IPO. No shares of Preferred Stock are issued and outstanding immediately prior to the consummation of the IPO.

As of the Closing Date, immediately following the consummation of the IPO (excluding any exercise of the Over-Allotment Option):

(c) Class A Common Stock. 20,000,000 shares of Class A Common Stock are issued and outstanding, all of which were issued as a component of the 20,000,000 Units sold in the IPO.

(d) Class B Common Stock. 5,750,000 shares of Class B Common Stock (Founder Shares) are issued and outstanding, all of which are held of record by the Sponsor; provided, that up to 750,000 of such Founder Shares are subject to forfeiture by the Sponsor in the event that the Over-Allotment Option is not exercised in full by the underwriters, such that, following any such forfeiture, the number of outstanding Founder Shares would represent approximately 20% of the total issued and outstanding shares of Common Stock.

(e) Public Warrants. 10,000,000 Public Warrants are outstanding, having been issued as a component of the 20,000,000 Units sold in the IPO (each Unit containing one-half of one Public Warrant).

(f) Private Placement Warrants. 7,000,000 Private Placement Warrants are outstanding, having been issued to the Sponsor in the private placement closing simultaneously with the closing of the IPO.

(g) Preferred Stock. No shares of Preferred Stock are issued and outstanding.

For the avoidance of doubt, and assuming (x) no exercise of the Over-Allotment Option and (y) the forfeiture of 750,000 Founder Shares in accordance with the terms applicable thereto, the Founder Shares would represent approximately 20% of the total issued and outstanding shares of Common Stock of the Company following the IPO, calculated as follows: 5,000,000 Founder Shares divided by 25,000,000 total shares of Common Stock outstanding (20,000,000 shares of Class A Common Stock plus 5,000,000 shares of Class B Common Stock) equals 20%.

8. NO CONFLICTS

I hereby certify that, to the best of my knowledge after due inquiry, the execution, delivery, and performance by the Company of each of the Transaction Documents (as defined in the Underwriting Agreement), and the consummation of the transactions contemplated thereby, including the IPO and the other transactions described in Section 3 above, do not and will not violate or conflict with:

(a) any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company;

(b) any resolution duly adopted by the Board of Directors of the Company; or

(c) to the knowledge of the undersigned, any order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory body or authority binding upon the Company or any of its assets or properties.

EXHIBITS

The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Amended and Restated Certificate of Incorporation of Pinnacle Acquisition Corp. I, as filed with the Secretary of State of the State of Delaware on June 25, 2021 (Delaware SOS File No. 7319284).

Exhibit B — Amended and Restated Bylaws of Pinnacle Acquisition Corp. I, as adopted on June 25, 2021.

Exhibit C — Resolutions of the Board of Directors of Pinnacle Acquisition Corp. I:

Part 1: Unanimous Written Consent of the Board of Directors, dated March 10, 2021.

Part 2: Resolutions adopted at a meeting of the Board of Directors duly called and held on June 21, 2021.

Exhibit D — Certificate of Good Standing of Pinnacle Acquisition Corp. I, issued by the Secretary of State of the State of Delaware, dated June 23, 2021.

[Remainder of page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]

IN WITNESS WHEREOF, I have hereunto set my hand as of June 25, 2021.

PINNACLE ACQUISITION CORP. I

By: ________

Name: Audrey M. Cabot

Title: Secretary

[COUNTER-CERTIFICATION BY CHAIRMAN AND CHIEF EXECUTIVE OFFICER]

I, Marcus Yuen, Chairman of the Board and Chief Executive Officer of Pinnacle Acquisition Corp. I, a Delaware corporation, hereby confirm that Audrey M. Cabot is the duly elected, qualified, and acting Secretary of the Company, that she holds such office as of the date hereof, and that the signature set forth above is her true and genuine signature. I further confirm, based on my own knowledge, that the certifications and statements contained in the foregoing Secretary's Certificate are true and correct in all material respects as of the date hereof.

PINNACLE ACQUISITION CORP. I

By: ________

Name: Marcus Yuen

Title: Chairman of the Board and Chief Executive Officer

Date: June 25, 2021

Name	Office	Signature
Marcus Yuen	Chairman of the Board and Chief Executive Officer	________
Deborah Sinclair	President	________
Raymond Holtz	Chief Financial Officer	________
Audrey M. Cabot	Secretary	________
Name	Position	Signature
Marcus Yuen	Director (Chairman)	________
Deborah Sinclair	Director	________
Nadia Petrova	Independent Director	________
William K. Ashmore	Independent Director	________

SECRETARY'S CERTIFICATE
OF
PINNACLE ACQUISITION CORP. I
a Delaware corporation
Delivered in connection with the initial public offering of 20,000,000 Units (the "IPO") of Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), and the closing thereof on June 25, 2021
Delivered pursuant to Section 5(e) of the Underwriting Agreement dated June 22, 2021 among the Company, Pinnacle Venture Fund II LP (the "Sponsor"), and Ridgeline Whitfield Securities LLC, as representative of the several underwriters
I, the undersigned, Audrey M. Cabot, being the duly elected, qualified, and acting Secretary of Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), DO HEREBY CERTIFY, in connection with the initial public offering of the Company (the "IPO") and the closing thereof on June 25, 2021 (the "Closing Date"), as follows:
The IPO consists of the offer and sale of 20,000,000 units of the Company (the "Units") at a public offering price of $10.00 per Unit, pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-254891), as amended (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission (the "SEC") on May 24, 2021, and the prospectus contained therein, dated June 22, 2021 (the "Prospectus"). The IPO is being conducted pursuant to that certain Underwriting Agreement, dated as of June 22, 2021 (the "Underwriting Agreement"), by and among the Company, Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Sponsor"), and Ridgeline Whitfield Securities LLC, as representative of the several underwriters named therein (the "Representative"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Underwriting Agreement.
1. CERTIFICATE OF INCORPORATION
Attached hereto as Exhibit A is a true, complete, and correct copy of the Amended and Restated Certificate of Incorporation of the Company (the "A&R Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware on June 25, 2021 (Delaware Secretary of State File No. 7319284). The Company was originally incorporated in the State of Delaware on January 22, 2021, under the name "Pinnacle Acquisition Corp. I," by the filing of an original Certificate of Incorporation with the Secretary of State of the State of Delaware.
The A&R Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL") and was filed with the Secretary of State of the State of Delaware on the Closing Date. The A&R Certificate of Incorporation is in full force and effect as of the date hereof, and has not been further amended, restated, supplemented, or otherwise modified since its filing on June 25, 2021.
Without limiting the generality of the foregoing, I hereby certify that the A&R Certificate of Incorporation contains, among other things, the following key provisions relevant to the IPO and the transactions contemplated by the Underwriting Agreement:
(a) Authorized Capital Stock. The total number of shares of all classes of capital stock which the Company is authorized to issue consists of: (i) 110,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"); (ii) 10,000,000 shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"); and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), the rights, preferences, privileges, and restrictions of which may be designated from time to time by the Board of Directors of the Company (the "Board of Directors").
(b) Trust Account and Business Combination Requirements. The A&R Certificate of Incorporation contains provisions governing the establishment and maintenance of a trust account (the "Trust Account") for the benefit of holders of shares of Class A Common Stock sold in the IPO (the "Public Shares"), including provisions setting forth the requirements that must be satisfied in connection with the Company's initial business combination, and the rights of holders of Public Shares to redeem their shares in connection with an initial business combination or in connection with certain amendments to the A&R Certificate of Incorporation.
(c) Business Combination Deadline. The A&R Certificate of Incorporation provides that, if the Company has not consummated an initial business combination within eighteen (18) months from the Closing Date (i.e., by December 25, 2022), or within twenty-four (24) months from the Closing Date (i.e., by June 25, 2023) if the Company deposits an additional $2,150,000, representing $0.10 per Public Share outstanding at such time (assuming no exercise of the Over-Allotment Option, as defined below), into the Trust Account on or prior to the eighteen-month deadline, the Company shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price payable in cash equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Board of Directors, dissolve and liquidate.
2. BYLAWS
Attached hereto as Exhibit B is a true, complete, and correct copy of the Amended and Restated Bylaws of the Company (the "A&R Bylaws"). The Bylaws of the Company were originally adopted by the Board of Directors on January 22, 2021, which was the date of the Company's incorporation. The Bylaws were subsequently amended and restated in their entirety on June 25, 2021, in connection with the IPO, and such Amended and Restated Bylaws were duly adopted in accordance with the DGCL and the Company's then-effective Certificate of Incorporation.
The A&R Bylaws are in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or otherwise modified since their adoption on June 25, 2021. No action has been taken by the Board of Directors or the stockholders of the Company to amend, modify, or repeal the A&R Bylaws, and no such action is currently contemplated.
3. RESOLUTIONS OF THE BOARD OF DIRECTORS
Attached hereto as Exhibit C is a true, complete, and correct copy of certain resolutions duly adopted by the Board of Directors of the Company (collectively, the "Resolutions"), consisting of:
(i) the Unanimous Written Consent of the Board of Directors of the Company, dated March 10, 2021 (the "March Consent"), authorizing the initial steps in connection with the IPO, which Unanimous Written Consent was executed by all members of the Board of Directors then in office and became effective in accordance with Section 141(f) of the DGCL and the Bylaws of the Company; and
(ii) the resolutions adopted at a meeting of the Board of Directors duly called and held on June 21, 2021 (the "June Resolutions"), at which meeting a quorum of directors was present and acting throughout, authorizing the final pricing and closing actions in connection with the IPO and the transactions contemplated by the Underwriting Agreement and the other Transaction Documents.
The Resolutions collectively authorize, among other things, the following actions on behalf of the Company:
(a) The preparation, execution, filing, and pursuit of effectiveness of the Registration Statement on Form S-1 (Registration No. 333-254891) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), and all pre-effective and post-effective amendments thereto, including any and all exhibits, financial statements, consents, and other documents required to be filed as a part thereof or in connection therewith, and the authorization of each of the officers of the Company to execute and file such Registration Statement and all amendments thereto on behalf of the Company in their respective capacities and, where applicable, in their capacity as the attorneys-in-fact of the directors of the Company.
(b) The issuance and sale of 20,000,000 Units in the IPO at a public offering price of $10.00 per Unit, each Unit consisting of one (1) share of Class A Common Stock and one-half (1/2) of one redeemable warrant of the Company (each whole warrant, a "Public Warrant"), with each whole Public Warrant entitling the holder thereof to purchase one (1) share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as provided in the Warrant Agreement (as defined below).
(c) The grant to the underwriters of an option (the "Over-Allotment Option") to purchase up to an additional 3,000,000 Units at the IPO public offering price of $10.00 per Unit, less the underwriting discount, to cover over-allotments, if any, exercisable in whole or in part for a period of forty-five (45) days from the date of the Prospectus.
(d) The issuance of up to 7,900,000 warrants (the "Private Placement Warrants") to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, consisting of 7,000,000 base Private Placement Warrants (to be issued upon the closing of the IPO) plus up to 900,000 additional Private Placement Warrants (to be issued in the event of a full exercise of the Over-Allotment Option), in a private placement closing simultaneously with the closing of the IPO, generating aggregate gross proceeds to the Company of up to $11,850,000 from the sale of Private Placement Warrants.
(e) The execution and delivery of the Underwriting Agreement, dated as of June 22, 2021, by and among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative of the several underwriters named therein (including Halyard Capital Markets Inc. as co-manager), pursuant to which the Company agreed to pay the underwriters (i) an upfront underwriting discount equal to 2.0% of the gross proceeds of the IPO (representing $4,000,000, or $0.20 per Unit, assuming no exercise of the Over-Allotment Option), payable upon the closing of the IPO, and (ii) a deferred underwriting commission equal to 3.5% of the gross proceeds of the IPO (representing $7,000,000, or $0.35 per Unit, assuming no exercise of the Over-Allotment Option), payable upon the consummation of the Company's initial business combination, which deferred underwriting commission shall be deposited into the Trust Account on the Closing Date and shall be released to the underwriters only upon the closing of the Company's initial business combination.
(f) The execution and delivery of the Investment Management Trust Agreement, dated as of June 25, 2021 (the "Trust Agreement"), by and between the Company and Continental Dunmore Financial, a federal chartered trust company, as trustee (the "Trustee"), establishing trust account no. TA-2021-07834 (the "Trust Account"), and the deposit of $200,000,000 (representing $10.00 per Unit sold in the IPO, assuming no exercise of the Over-Allotment Option), or such greater amount as may result from the exercise of the Over-Allotment Option, into the Trust Account, to be held and invested by the Trustee in accordance with the terms of the Trust Agreement.
(g) The execution and delivery of the Warrant Agreement, dated as of June 25, 2021 (the "Warrant Agreement"), by and between the Company and Continental Dunmore Financial, as warrant agent (the "Warrant Agent"), governing the terms, exercise, and redemption of the Public Warrants and the Private Placement Warrants.
(h) The execution and delivery of the Letter Agreement, dated as of June 25, 2021 (the "Insider Letter Agreement"), by and among the Company, the Sponsor, Ridgeline Whitfield Securities LLC, and each of the Company's officers and directors, pursuant to which, among other things, the Sponsor and each of the Company's officers and directors agreed to certain lock-up and transfer restrictions with respect to the Founder Shares (as defined below) and the Private Placement Warrants, and agreed not to redeem any Founder Shares in connection with a stockholder vote to approve an initial business combination.
(i) The execution and delivery of the Registration Rights Agreement, dated as of June 25, 2021 (the "Registration Rights Agreement"), by and among the Company, the Sponsor, and the individual holders signatory thereto, pursuant to which the Company granted certain demand and piggyback registration rights with respect to certain securities of the Company held by such holders, including the Founder Shares, the Private Placement Warrants, and the shares of Class A Common Stock issuable upon conversion of the Founder Shares and upon exercise of the Private Placement Warrants.
(j) The filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware on the Closing Date, replacing and superseding in its entirety the original Certificate of Incorporation filed on January 22, 2021.
(k) The adoption of the Amended and Restated Bylaws of the Company, replacing and superseding in their entirety the original Bylaws adopted on January 22, 2021.
(l) The listing of the Units, the shares of Class A Common Stock, and the Public Warrants on the Nasdaq Capital Market under the ticker symbols "PNACU," "PNAC," and "PNACW," respectively, and the taking of all actions and the filing of all applications, listing agreements, and other documents necessary or desirable to effect such listings.
(m) The appointment of Continental Dunmore Financial as transfer agent and registrar for the shares of Class A Common Stock and Class B Common Stock of the Company, and as warrant agent for the Public Warrants and Private Placement Warrants, and the execution and delivery of the applicable agency agreements in connection therewith.
(n) The appointment of Trask, Worthington & Giordano LLP (PCAOB ID 6241) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, and the authorization of the officers of the Company to negotiate and execute an engagement letter with such firm on commercially reasonable terms.
(o) The engagement of Calderwood & Harkness LLP as issuer's counsel to the Company in connection with the IPO and the transactions contemplated by the Transaction Documents, and the engagement of Beckett & Hale LLP as Delaware counsel to the Company in connection with the IPO, and the authorization of the officers of the Company to negotiate and execute engagement letters with each such firm on commercially reasonable terms.
(p) The procurement of directors' and officers' liability insurance from Northpoint Specialty Insurance Co. (Policy No. NSI-SPD-210603), providing coverage with an aggregate limit of $10,000,000, on terms and conditions approved by the Board of Directors, and the authorization of the officers of the Company to execute and deliver such insurance applications, binders, and policy documents as may be necessary or desirable in connection therewith.
(q) The authorization of each of Marcus Yuen, in his capacity as Chairman of the Board and Chief Executive Officer of the Company, Deborah Sinclair, in her capacity as President of the Company, and Raymond Holtz, in his capacity as Chief Financial Officer of the Company (each, an "Authorized Officer"), to execute and deliver, on behalf of the Company, any and all agreements, certificates, instruments, and other documents, and to take any and all actions, in each case as such Authorized Officer may deem necessary, appropriate, or desirable in order to carry out the intent and accomplish the purposes of the foregoing Resolutions and to consummate the transactions contemplated thereby, the execution and delivery of any such agreement, certificate, instrument, or other document, or the taking of any such action, to be conclusive evidence of such Authorized Officer's approval thereof and the Board of Directors' authorization thereof.
I further certify that the Resolutions described above have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company, whether by unanimous written consent or at any meeting of the Board of Directors, that would in any way amend, supersede, conflict with, or modify the Resolutions described above.
4. INCUMBENCY AND SIGNATURES
I hereby certify that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:
Officers:
I further certify that the following persons are the duly elected, qualified, and acting members of the Board of Directors of the Company as of the date hereof, holding the respective positions set forth opposite their names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:
Directors:
For purposes of context and completeness, I note the following with respect to the relationships of the foregoing officers and directors to the Sponsor:
Marcus Yuen is the Founder and Managing Partner of the Sponsor, Pinnacle Venture Fund II LP, and serves as Chairman of the Board and Chief Executive Officer of the Company. Deborah Sinclair is a Partner, Technology Investments, at the Sponsor and serves as President and a director of the Company. Raymond Holtz is an independent officer of the Company and is not affiliated with the Sponsor. Nadia Petrova and William K. Ashmore each qualify as independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market LLC listing standards and the applicable rules and regulations of the SEC, and neither is affiliated with the Sponsor.
5. GOOD STANDING
Attached hereto as Exhibit D is a true and correct copy of a Certificate of Good Standing (also referred to as a Certificate of Status) of the Company issued by the Secretary of State of the State of Delaware, dated June 23, 2021. Based upon such certificate and to the best of my knowledge, the Company is validly existing and in good standing under the laws of the State of Delaware as of such date.
The Company's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's principal executive office is located at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111. The Company's federal Employer Identification Number (EIN) is 86-3194507.
6. NO PROCEEDINGS
I hereby certify that, as of the date hereof and to the best of my knowledge after due inquiry:
(a) No proceedings have been instituted, and no proceedings are pending, for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary;
(b) No receiver, trustee, conservator, liquidator, or similar official has been appointed for all or any substantial portion of the property or assets of the Company; and
(c) No petition in bankruptcy has been filed by or against the Company under Title 11 of the United States Code or under any other provisions of applicable federal or state law relating to bankruptcy, insolvency, reorganization, receivership, or similar proceedings, and no such petition is threatened or contemplated to the best of my knowledge.
7. CAPITALIZATION
I hereby certify that the capitalization of the Company is as follows:
As of the Closing Date, immediately prior to the consummation of the IPO:
(a) Authorized Capital Stock. The Company is authorized to issue a total of 121,000,000 shares of capital stock, consisting of: (i) 110,000,000 shares of Class A Common Stock, par value $0.0001 per share; (ii) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share; and (iii) 1,000,000 shares of Preferred Stock, par value $0.0001 per share.
(b) Issued and Outstanding Shares. Immediately prior to the consummation of the IPO, there are 5,750,000 shares of Class B Common Stock issued and outstanding (the "Founder Shares"), all of which are held of record by the Sponsor. The Founder Shares were issued to the Sponsor on February 10, 2021, for an aggregate purchase price of $25,000 (representing a purchase price of approximately $0.004 per share). No shares of Class A Common Stock are issued and outstanding immediately prior to the consummation of the IPO. No shares of Preferred Stock are issued and outstanding immediately prior to the consummation of the IPO.
As of the Closing Date, immediately following the consummation of the IPO (excluding any exercise of the Over-Allotment Option):
(c) Class A Common Stock. 20,000,000 shares of Class A Common Stock are issued and outstanding, all of which were issued as a component of the 20,000,000 Units sold in the IPO.
(d) Class B Common Stock. 5,750,000 shares of Class B Common Stock (Founder Shares) are issued and outstanding, all of which are held of record by the Sponsor; provided, that up to 750,000 of such Founder Shares are subject to forfeiture by the Sponsor in the event that the Over-Allotment Option is not exercised in full by the underwriters, such that, following any such forfeiture, the number of outstanding Founder Shares would represent approximately 20% of the total issued and outstanding shares of Common Stock.
(e) Public Warrants. 10,000,000 Public Warrants are outstanding, having been issued as a component of the 20,000,000 Units sold in the IPO (each Unit containing one-half of one Public Warrant).
(f) Private Placement Warrants. 7,000,000 Private Placement Warrants are outstanding, having been issued to the Sponsor in the private placement closing simultaneously with the closing of the IPO.
(g) Preferred Stock. No shares of Preferred Stock are issued and outstanding.
For the avoidance of doubt, and assuming (x) no exercise of the Over-Allotment Option and (y) the forfeiture of 750,000 Founder Shares in accordance with the terms applicable thereto, the Founder Shares would represent approximately 20% of the total issued and outstanding shares of Common Stock of the Company following the IPO, calculated as follows: 5,000,000 Founder Shares divided by 25,000,000 total shares of Common Stock outstanding (20,000,000 shares of Class A Common Stock plus 5,000,000 shares of Class B Common Stock) equals 20%.
8. NO CONFLICTS
I hereby certify that, to the best of my knowledge after due inquiry, the execution, delivery, and performance by the Company of each of the Transaction Documents (as defined in the Underwriting Agreement), and the consummation of the transactions contemplated thereby, including the IPO and the other transactions described in Section 3 above, do not and will not violate or conflict with:
(a) any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company;
(b) any resolution duly adopted by the Board of Directors of the Company; or
(c) to the knowledge of the undersigned, any order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory body or authority binding upon the Company or any of its assets or properties.
EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Amended and Restated Certificate of Incorporation of Pinnacle Acquisition Corp. I, as filed with the Secretary of State of the State of Delaware on June 25, 2021 (Delaware SOS File No. 7319284).
Exhibit B — Amended and Restated Bylaws of Pinnacle Acquisition Corp. I, as adopted on June 25, 2021.
Exhibit C — Resolutions of the Board of Directors of Pinnacle Acquisition Corp. I:
Part 1: Unanimous Written Consent of the Board of Directors, dated March 10, 2021.
Part 2: Resolutions adopted at a meeting of the Board of Directors duly called and held on June 21, 2021.
Exhibit D — Certificate of Good Standing of Pinnacle Acquisition Corp. I, issued by the Secretary of State of the State of Delaware, dated June 23, 2021.
[Remainder of page intentionally left blank. Signature page follows.]
[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]
IN WITNESS WHEREOF, I have hereunto set my hand as of June 25, 2021.
PINNACLE ACQUISITION CORP. I
By: ________
Name: Audrey M. Cabot
Title: Secretary
[COUNTER-CERTIFICATION BY CHAIRMAN AND CHIEF EXECUTIVE OFFICER]
I, Marcus Yuen, Chairman of the Board and Chief Executive Officer of Pinnacle Acquisition Corp. I, a Delaware corporation, hereby confirm that Audrey M. Cabot is the duly elected, qualified, and acting Secretary of the Company, that she holds such office as of the date hereof, and that the signature set forth above is her true and genuine signature. I further confirm, based on my own knowledge, that the certifications and statements contained in the foregoing Secretary's Certificate are true and correct in all material respects as of the date hereof.
PINNACLE ACQUISITION CORP. I
By: ________
Name: Marcus Yuen
Title: Chairman of the Board and Chief Executive Officer
Date: June 25, 2021
Name | Office | Signature
Marcus Yuen | Chairman of the Board and Chief Executive Officer | ________
Deborah Sinclair | President | ________
Raymond Holtz | Chief Financial Officer | ________
Audrey M. Cabot | Secretary | ________
Name | Position | Signature
Marcus Yuen | Director (Chairman) | ________
Deborah Sinclair | Director | ________
Nadia Petrova | Independent Director | ________
William K. Ashmore | Independent Director | ________

SECRETARY'S CERTIFICATE

PINNACLE ACQUISITION CORP. I

EXHIBITS

PINNACLE ACQUISITION CORP. I

PINNACLE ACQUISITION CORP. I

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