1002-00001 · Pinnacle Venture Fund II LP · Opinions

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CALDERWOOD & HARKNESS LLP 900 Third Avenue, 28th Floor New York, NY 10022

June 25, 2021

Pinnacle Acquisition Corp. I 388 Embarcadero Center, Suite 2400 San Francisco, California 94111

Re: Federal Income Tax Treatment of Units — Initial Public Offering of Pinnacle Acquisition Corp. I

Ladies and Gentlemen:

I. Engagement and Purpose

We have acted as counsel to Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), in connection with the initial public offering (the "Offering") of 20,000,000 units (the "Units"). Each Unit consists of one share of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-half of one redeemable warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as set forth in the Warrant Agreement (as defined below).

This opinion is being delivered pursuant to Section 5(b) of the Underwriting Agreement dated June 22, 2021 (the "Underwriting Agreement") among the Company, Pinnacle Venture Fund II LP (the "Sponsor"), and Ridgeline Whitfield Securities LLC, as representative of the several underwriters named therein. This opinion is referenced in the section entitled "Material U.S. Federal Income Tax Considerations" in the prospectus dated May 24, 2021, as supplemented by the prospectus supplement dated June 22, 2021 (together, the "Prospectus"), included in the Registration Statement on Form S-1 (Registration No. 333-254891) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission").

You have requested our opinion regarding certain U.S. federal income tax consequences of the purchase, ownership, and disposition of the Units and their component securities — shares of Class A Common Stock and Warrants — in connection with the Offering. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Prospectus.

II. Documents Examined and Relied Upon

In rendering the opinions set forth herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Registration Statement on Form S-1 (Registration No. 333-254891), as originally filed with the Commission, and all amendments thereto, including without limitation Amendments No. 1, No. 2, and No. 3 thereto;

2. The Prospectus, consisting of the prospectus dated May 24, 2021, as supplemented by the prospectus supplement dated June 22, 2021;

3. The Underwriting Agreement dated June 22, 2021, among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative of the several underwriters;

4. The Warrant Agreement dated June 25, 2021, between the Company and Continental Dunmore Financial, as warrant agent (the "Warrant Agreement");

5. The Investment Management Trust Agreement dated June 25, 2021, between the Company and Continental Dunmore Financial, as trustee (the "Trust Agreement");

6. The Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 25, 2021 (the "Charter"); and

7. Such other documents, records, certificates, memoranda, and instruments as we have deemed necessary or relevant to the opinions expressed herein, including certificates of officers and representatives of the Company and such other parties as we deemed appropriate.

In our examination of the foregoing documents, we have assumed the legal capacity of all natural persons executing such documents, the genuineness of all signatures on documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies. We have not independently verified any of the factual matters set forth in such documents, and we have relied upon the accuracy and completeness of the factual statements, representations, warranties, and covenants contained therein for purposes of rendering the opinions expressed in this letter.

III. Assumptions

In rendering the opinions expressed herein, we have assumed, with your permission and without independent investigation or verification, the following:

(a) All documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals thereof, and all signatures on all documents examined by us are genuine.

(b) The transactions described in the Prospectus and the Underwriting Agreement have been and will be consummated in accordance with the terms described therein, without waiver, breach, or modification of any material term or condition thereof. No steps have been taken or will be taken that are inconsistent with the description of the transactions set forth in the Prospectus and the other documents examined by us.

(c) The factual representations, warranties, and statements set forth in the Registration Statement, the Prospectus, the Underwriting Agreement, and the other documents examined by us are and will remain true, correct, and complete in all material respects as of the date hereof and as of the closing date of the Offering.

(d) No action has been or will be taken by the Company, the Sponsor, any holder of Units, or any other person that is inconsistent with any opinion expressed herein.

(e) The Units have been and will be offered and sold at the public offering price of $10.00 per Unit as described in the Prospectus, and the gross proceeds of the Offering will be applied as described in the Prospectus.

(f) The fair market values of the shares of Class A Common Stock and the Warrants (including fractional Warrants) will be determined as of the date of purchase of the Units for purposes of the allocation of the purchase price described in the opinions set forth below.

(g) Each holder of Units, shares of Class A Common Stock, and Warrants addressed by the opinions herein holds (or will hold) such securities as "capital assets" within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").

If any of the above assumptions are inaccurate, the opinions expressed herein could be adversely affected.

IV. Opinions

Based upon and subject to the foregoing, and subject to the limitations, qualifications, and assumptions set forth herein, we are of the opinion that, under currently applicable U.S. federal income tax law:

Opinion 1: Classification of Units — Treatment as Purchase of Two Separate Assets

For U.S. federal income tax purposes, the purchase of a Unit should be treated as the purchase of two separate assets: (a) one share of Class A Common Stock and (b) one-half of one Warrant. The purchase price of each Unit ($10.00) should be allocated between the share of Class A Common Stock and the one-half Warrant based on their respective relative fair market values at the time of purchase of the Unit. The Units are expected to begin trading on the Nasdaq Capital Market, and we would expect that each of the Class A Common Stock and the Warrants will, at some point following the Offering, trade separately. However, there is no assurance as to what the respective fair market values of the share of Class A Common Stock and the one-half Warrant will be at the time of purchase. Each holder of a Unit should consult its own tax advisor regarding the appropriate allocation of the purchase price between the share of Class A Common Stock and the one-half Warrant included in a Unit, as neither the Company, the underwriters, nor we intend to take a position or make any determination regarding such allocation.

Opinion 2: Tax Basis in Component Securities

A U.S. holder's initial tax basis in each share of Class A Common Stock included in a Unit should equal the portion of the Unit purchase price ($10.00) allocable to such share in accordance with the relative fair market value allocation described in Opinion 1 above. Similarly, a U.S. holder's initial tax basis in each one-half Warrant included in a Unit should equal the portion of the Unit purchase price ($10.00) allocable to such one-half Warrant in accordance with the relative fair market value allocation described in Opinion 1 above. Because each Unit includes one-half of one Warrant, a U.S. holder that purchases two Units should have an initial tax basis in one whole Warrant equal to the aggregate amount allocated to the two one-half Warrants included in such two Units. A U.S. holder's adjusted tax basis in a share of Class A Common Stock or a Warrant may subsequently be increased or decreased in accordance with applicable provisions of the Code.

Opinion 3: Holding Period

The holding period for each share of Class A Common Stock and each Warrant included in a Unit should begin on the day following the date of the U.S. holder's purchase of the Unit. This holding period is relevant, among other things, for purposes of determining whether any gain or loss recognized upon a subsequent sale, exchange, redemption, or other taxable disposition of the Class A Common Stock or Warrants constitutes long-term or short-term capital gain or loss. Generally, a U.S. holder must hold a capital asset for more than one year for any gain or loss recognized upon the disposition thereof to be treated as long-term capital gain or loss.

Opinion 4: Separation of Units — Not a Taxable Event

The separation of a Unit into its component parts — that is, one share of Class A Common Stock and one-half of one Warrant — should not be a taxable event for U.S. federal income tax purposes. Accordingly, no gain or loss should be recognized by a U.S. holder upon the separation of a Unit into its component securities. Following such separation, a U.S. holder should have the same tax basis and holding period in each share of Class A Common Stock and each one-half Warrant as such holder had immediately prior to the separation.

Opinion 5: Exercise of Warrants — Generally Not a Recognition Event

A U.S. holder generally should not recognize gain or loss upon the exercise of a Warrant in exchange for cash and shares of Class A Common Stock. Specifically, upon the exercise of a Warrant for cash at the exercise price of $11.50 per share, a U.S. holder should not recognize gain or loss, and the U.S. holder's tax basis in the share of Class A Common Stock received upon such exercise should equal the sum of (a) the holder's adjusted tax basis in the Warrant surrendered in connection with such exercise and (b) the exercise price of $11.50 per share paid upon exercise. The holding period for the share of Class A Common Stock received upon the exercise of a Warrant should begin on the day following the date of exercise of the Warrant.

We note that, under the terms of the Warrant Agreement, in certain circumstances the Warrants may be exercised on a cashless basis (for example, in the case of Private Placement Warrants, or in connection with the issuance of a redemption notice by the Company). The U.S. federal income tax treatment of a cashless exercise of a Warrant is not entirely clear under current law. There is a dearth of authoritative guidance directly addressing the tax consequences of a cashless exercise of warrants in circumstances analogous to those contemplated by the Warrant Agreement. It is possible that a cashless exercise could be treated as a tax-free recapitalization under Section 368(a)(1)(E) of the Code, or alternatively as a taxable exchange. U.S. holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of Warrants, including the application of the recapitalization provisions of the Code and the potential recognition of gain or loss in connection therewith.

Opinion 6: Lapse or Expiration of Warrants

If a Warrant is permitted to expire unexercised, a U.S. holder should recognize a capital loss in an amount equal to the holder's adjusted tax basis in the expired Warrant. Such capital loss should be a long-term capital loss if, at the time of expiration, the holder's holding period for the Warrant exceeds one year. Under current law, the deductibility of capital losses is subject to certain limitations. Specifically, for individual taxpayers, capital losses may be deducted only to the extent of capital gains plus up to $3,000 of ordinary income per taxable year (or $1,500 in the case of a married individual filing a separate return). Unused capital losses generally may be carried forward to succeeding taxable years. For corporate taxpayers, capital losses may be deducted only to the extent of capital gains, with unused losses generally carried back three years and forward five years.

Opinion 7: Redemption of Shares for Pro Rata Trust Distribution

A U.S. holder that exercises its right to redeem shares of Class A Common Stock for a pro rata portion of the funds held in the trust account maintained by Continental Dunmore Financial pursuant to the Trust Agreement (the "Trust Account") should be treated as having received a distribution in redemption of its shares under Section 302 of the Code.

Whether such distribution is treated as a sale or exchange of the redeemed shares (giving rise to capital gain or loss) or as a distribution subject to Section 301 of the Code (potentially taxable as a dividend) depends upon whether the redemption satisfies one of the tests set forth in Section 302(b) of the Code. Specifically, the redemption should be treated as a sale or exchange of the redeemed shares, rather than as a distribution taxable as a dividend under Section 301 of the Code, provided that the redemption satisfies one of the following tests:

(a) the redemption is "not essentially equivalent to a dividend" within the meaning of Section 302(b)(1) of the Code (which requires that the redemption result in a "meaningful reduction" in the holder's proportionate interest in the Company);

(b) the redemption is a "substantially disproportionate" redemption within the meaning of Section 302(b)(2) of the Code (which generally requires that, after the redemption, the holder's percentage ownership of the Company's voting stock and common stock is less than 80% of such percentage immediately before the redemption, and that the holder owns less than 50% of the total combined voting power of all classes of stock entitled to vote); or

(c) the redemption results in a "complete termination" of the holder's stock interest in the Company within the meaning of Section 302(b)(3) of the Code.

In applying each of the foregoing tests, a U.S. holder must take into account not only shares of Class A Common Stock (and, if applicable, Class B Common Stock) actually owned, but also shares constructively owned by such holder under the constructive ownership rules of Section 318 of the Code. Under these rules, a holder may be deemed to own shares of the Company's stock held by certain family members (including a spouse, children, grandchildren, and parents), certain entities in which the holder has an interest (including estates, trusts, partnerships, and corporations), and shares that the holder has the right to acquire by exercise of an option or warrant (including the Warrants). As a result, the Warrants held by a redeeming holder (or constructively owned by such holder) could affect whether the redemption satisfies one of the tests under Section 302(b) of the Code.

If the redemption of shares of Class A Common Stock is treated as a sale or exchange under Section 302(b), the U.S. holder should recognize gain or loss equal to the difference between (i) the amount of cash received from the Trust Account in respect of the redeemed shares and (ii) the holder's adjusted tax basis in the redeemed shares. Such gain or loss should be capital gain or loss, and should be long-term capital gain or loss if the holder's holding period for the redeemed shares exceeds one year at the time of the redemption. Long-term capital gains of non-corporate U.S. holders (including individuals) are generally eligible for preferential rates of U.S. federal income taxation.

If the redemption fails to satisfy any of the tests under Section 302(b) of the Code (taking into account the constructive ownership rules described above), the entire amount received by the U.S. holder in the redemption should be treated as a distribution subject to Section 301 of the Code. Such a distribution would be taxable as a dividend to the extent of the Company's current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), then treated as a tax-free return of capital to the extent of the holder's adjusted tax basis in the redeemed shares of Class A Common Stock, and thereafter treated as gain from the sale or exchange of such shares (which gain would be capital gain if the shares are held as capital assets). If the redemption is treated as a distribution under Section 301 of the Code, the holder's adjusted tax basis in the redeemed shares would be transferred to any remaining shares of Class A Common Stock (or other stock of the Company) held (or constructively held) by such holder.

The determination of whether a redemption qualifies under any of the tests of Section 302(b) of the Code depends on the particular facts and circumstances of each holder at the time of the redemption. U.S. holders are urged to consult their own tax advisors regarding the application of Section 302 of the Code and the constructive ownership rules of Section 318 of the Code to their particular circumstances, including the treatment of any Warrants held by such holders.

Opinion 8: Company Status — Not a Passive Foreign Investment Company

Based upon the Company's anticipated income, assets, and activities as described in the Prospectus, the Company should not be classified as a "passive foreign investment company" (a "PFIC") within the meaning of Section 1297 of the Code. We note, however, that while PFIC status is determined on an annual basis and could, in theory, be relevant to an investment in the Company's securities, the PFIC provisions of the Code apply only to "foreign corporations" as defined in Section 7701(a)(5) of the Code. The Company is incorporated in the State of Delaware and, accordingly, is treated as a domestic corporation for all purposes of the Code, including the PFIC provisions. Because the Company is a domestic corporation for U.S. federal income tax purposes, the PFIC rules should not apply to the Company regardless of the composition of the Company's income or assets in any given taxable year. Accordingly, U.S. holders should not be subject to the adverse tax consequences that would otherwise apply to shareholders of a PFIC.

Opinion 9: Redemption of Warrants by the Company

Under the terms of the Warrant Agreement, the Company may redeem the outstanding Public Warrants at a redemption price of $0.01 per Warrant if the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 consecutive trading day period, upon not less than 30 days' prior written notice of redemption. If the Company exercises its right to redeem the Public Warrants in accordance with these provisions, a U.S. holder that does not exercise its Warrants prior to the date fixed for redemption should recognize gain or loss upon the receipt of the redemption price of $0.01 per Warrant in an amount equal to the difference between such redemption price and the holder's adjusted tax basis in the redeemed Warrant. Such gain or loss should be capital gain or loss, and should be long-term capital gain or loss if the holder's holding period for the Warrant exceeds one year at the time of the redemption.

Opinion 10: Sale or Other Disposition of Class A Common Stock and Warrants

A U.S. holder should recognize gain or loss upon a sale or other taxable disposition (other than by redemption, which is addressed in Opinions 7 and 9 above) of shares of Class A Common Stock or Warrants in an amount equal to the difference between (i) the amount realized on such sale or disposition (including the amount of any cash and the fair market value of any property received) and (ii) the holder's adjusted tax basis in the Class A Common Stock or Warrants sold or disposed of. Such gain or loss should be capital gain or loss. If the U.S. holder's holding period for the Class A Common Stock or Warrants at the time of the sale or other disposition exceeds one year, such gain or loss should be long-term capital gain or loss. Long-term capital gains of non-corporate U.S. holders (including individuals) are currently eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to certain limitations as described in Opinion 6 above.

V. Scope Limitations and Qualifications

The opinions expressed herein are based upon the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder (including proposed and temporary Treasury Regulations), published administrative rulings, procedures, and pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions, all as in effect as of the date hereof. All of the foregoing authorities are subject to change at any time, possibly with retroactive effect, and any such change could affect the validity and accuracy of the opinions expressed herein. No assurance can be given that legislative, judicial, or administrative changes will not be forthcoming that would affect or modify the opinions expressed herein. We assume no obligation to update or supplement this opinion to reflect any changes in law or fact occurring after the date hereof.

No ruling has been or will be sought from the IRS with respect to any of the matters discussed or opined upon herein. Accordingly, there can be no assurance that the IRS will not take positions contrary to the opinions expressed herein, or that a court would not sustain any such contrary positions if advanced by the IRS. The opinions expressed herein represent our best professional judgment as to the most likely outcome under current law, but they are not binding on the IRS or any court and do not constitute a guarantee that the tax treatment described herein will be accepted by the IRS or sustained by a court upon examination or review.

The opinions expressed herein are limited to the U.S. federal income tax matters expressly addressed herein, and no opinion is expressed or implied with respect to any other matters. Without limiting the generality of the foregoing, we express no opinion regarding:

(a) the tax consequences of the Offering, or the purchase, ownership, or disposition of the Units, shares of Class A Common Stock, or Warrants, under any state, local, or non-U.S. tax laws, including any tax laws of any state or locality within the United States or any jurisdiction outside the United States;

(b) the U.S. federal estate, gift, or generation-skipping transfer tax consequences of the acquisition, ownership, or disposition of any of the securities described herein;

(d) the application of the Medicare contribution tax on net investment income imposed under Section 1411 of the Code; or

(e) any other U.S. federal tax laws or provisions not expressly addressed in the opinions set forth herein.

The opinions set forth herein assume that the holders of Units, shares of Class A Common Stock, and Warrants hold (and will hold) such securities as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). These opinions do not address the U.S. federal income tax consequences to holders that may be subject to special treatment under the Code, including but not limited to:

• banks, thrift institutions, and other financial institutions;

• insurance companies;

• tax-exempt organizations, including organizations described in Section 501(a) of the Code, qualified retirement plans, individual retirement accounts, and other tax-deferred accounts;

• regulated investment companies and real estate investment trusts;

• dealers in securities or currencies;

• traders in securities that have elected the mark-to-market method of accounting under Section 475 of the Code;

• partnerships or other pass-through entities for U.S. federal income tax purposes (or investors therein);

• U.S. holders whose functional currency is not the U.S. dollar;

• persons who hold Units, shares of Class A Common Stock, or Warrants as part of a straddle, hedging transaction, conversion transaction, constructive sale transaction, or other integrated or risk-reduction transaction;

• persons who acquired Units, shares of Class A Common Stock, or Warrants through the exercise of employee stock options, in connection with the performance of services, or otherwise as compensation for services;

• certain former citizens or residents of the United States subject to tax under Section 877 or Section 877A of the Code; and

• persons subject to the controlled foreign corporation rules of the Code (Sections 951 through 965) or the passive foreign investment company rules of the Code (Sections 1291 through 1298).

The opinions expressed herein do not address the U.S. federal income tax consequences to persons who are not "U.S. holders" (i.e., non-U.S. holders) except to the extent, if any, expressly noted herein. For purposes of this opinion, a "U.S. holder" means a beneficial owner of Units, shares of Class A Common Stock, or Warrants that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust that (A) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

VI. Consent to Filing and Reference

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement on Form S-1 (Registration No. 333-254891) filed by the Company with the Commission. We further consent to the reference to Calderwood & Harkness LLP in the Prospectus under the captions "Material U.S. Federal Income Tax Considerations" and "Legal Matters." In giving such consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

VII. Reliance Limitation

This opinion is furnished solely to the Company for use in connection with the Offering and the Prospectus. This opinion may not be relied upon by any other person or entity, or used, circulated, quoted, referred to, or otherwise utilized for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, holders of Units and their component securities (i.e., shares of Class A Common Stock and Warrants) may rely on this opinion to the extent expressly stated in the Prospectus under the caption "Material U.S. Federal Income Tax Considerations," subject to the limitations, assumptions, and qualifications set forth herein and therein.

This opinion is limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the matters expressly set forth in this letter. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur or become effective.

We trust the foregoing is responsive to your request. If you have any questions or require any additional information regarding the matters addressed herein, please do not hesitate to contact the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner

CALDERWOOD & HARKNESS LLP 900 Third Avenue, 28th Floor New York, NY 10022
June 25, 2021
Pinnacle Acquisition Corp. I 388 Embarcadero Center, Suite 2400 San Francisco, California 94111
Re: Federal Income Tax Treatment of Units — Initial Public Offering of Pinnacle Acquisition Corp. I
Ladies and Gentlemen:
I. Engagement and Purpose
We have acted as counsel to Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), in connection with the initial public offering (the "Offering") of 20,000,000 units (the "Units"). Each Unit consists of one share of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-half of one redeemable warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as set forth in the Warrant Agreement (as defined below).
This opinion is being delivered pursuant to Section 5(b) of the Underwriting Agreement dated June 22, 2021 (the "Underwriting Agreement") among the Company, Pinnacle Venture Fund II LP (the "Sponsor"), and Ridgeline Whitfield Securities LLC, as representative of the several underwriters named therein. This opinion is referenced in the section entitled "Material U.S. Federal Income Tax Considerations" in the prospectus dated May 24, 2021, as supplemented by the prospectus supplement dated June 22, 2021 (together, the "Prospectus"), included in the Registration Statement on Form S-1 (Registration No. 333-254891) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission").
You have requested our opinion regarding certain U.S. federal income tax consequences of the purchase, ownership, and disposition of the Units and their component securities — shares of Class A Common Stock and Warrants — in connection with the Offering. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Prospectus.
II. Documents Examined and Relied Upon
In rendering the opinions set forth herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
1. The Registration Statement on Form S-1 (Registration No. 333-254891), as originally filed with the Commission, and all amendments thereto, including without limitation Amendments No. 1, No. 2, and No. 3 thereto;
2. The Prospectus, consisting of the prospectus dated May 24, 2021, as supplemented by the prospectus supplement dated June 22, 2021;
3. The Underwriting Agreement dated June 22, 2021, among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative of the several underwriters;
4. The Warrant Agreement dated June 25, 2021, between the Company and Continental Dunmore Financial, as warrant agent (the "Warrant Agreement");
5. The Investment Management Trust Agreement dated June 25, 2021, between the Company and Continental Dunmore Financial, as trustee (the "Trust Agreement");
6. The Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 25, 2021 (the "Charter"); and
7. Such other documents, records, certificates, memoranda, and instruments as we have deemed necessary or relevant to the opinions expressed herein, including certificates of officers and representatives of the Company and such other parties as we deemed appropriate.
In our examination of the foregoing documents, we have assumed the legal capacity of all natural persons executing such documents, the genuineness of all signatures on documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies. We have not independently verified any of the factual matters set forth in such documents, and we have relied upon the accuracy and completeness of the factual statements, representations, warranties, and covenants contained therein for purposes of rendering the opinions expressed in this letter.
III. Assumptions
In rendering the opinions expressed herein, we have assumed, with your permission and without independent investigation or verification, the following:
(a) All documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals thereof, and all signatures on all documents examined by us are genuine.
(b) The transactions described in the Prospectus and the Underwriting Agreement have been and will be consummated in accordance with the terms described therein, without waiver, breach, or modification of any material term or condition thereof. No steps have been taken or will be taken that are inconsistent with the description of the transactions set forth in the Prospectus and the other documents examined by us.
(c) The factual representations, warranties, and statements set forth in the Registration Statement, the Prospectus, the Underwriting Agreement, and the other documents examined by us are and will remain true, correct, and complete in all material respects as of the date hereof and as of the closing date of the Offering.
(d) No action has been or will be taken by the Company, the Sponsor, any holder of Units, or any other person that is inconsistent with any opinion expressed herein.
(e) The Units have been and will be offered and sold at the public offering price of $10.00 per Unit as described in the Prospectus, and the gross proceeds of the Offering will be applied as described in the Prospectus.
(f) The fair market values of the shares of Class A Common Stock and the Warrants (including fractional Warrants) will be determined as of the date of purchase of the Units for purposes of the allocation of the purchase price described in the opinions set forth below.
(g) Each holder of Units, shares of Class A Common Stock, and Warrants addressed by the opinions herein holds (or will hold) such securities as "capital assets" within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").
If any of the above assumptions are inaccurate, the opinions expressed herein could be adversely affected.
IV. Opinions
Based upon and subject to the foregoing, and subject to the limitations, qualifications, and assumptions set forth herein, we are of the opinion that, under currently applicable U.S. federal income tax law:
Opinion 1: Classification of Units — Treatment as Purchase of Two Separate Assets
For U.S. federal income tax purposes, the purchase of a Unit should be treated as the purchase of two separate assets: (a) one share of Class A Common Stock and (b) one-half of one Warrant. The purchase price of each Unit ($10.00) should be allocated between the share of Class A Common Stock and the one-half Warrant based on their respective relative fair market values at the time of purchase of the Unit. The Units are expected to begin trading on the Nasdaq Capital Market, and we would expect that each of the Class A Common Stock and the Warrants will, at some point following the Offering, trade separately. However, there is no assurance as to what the respective fair market values of the share of Class A Common Stock and the one-half Warrant will be at the time of purchase. Each holder of a Unit should consult its own tax advisor regarding the appropriate allocation of the purchase price between the share of Class A Common Stock and the one-half Warrant included in a Unit, as neither the Company, the underwriters, nor we intend to take a position or make any determination regarding such allocation.
Opinion 2: Tax Basis in Component Securities
A U.S. holder's initial tax basis in each share of Class A Common Stock included in a Unit should equal the portion of the Unit purchase price ($10.00) allocable to such share in accordance with the relative fair market value allocation described in Opinion 1 above. Similarly, a U.S. holder's initial tax basis in each one-half Warrant included in a Unit should equal the portion of the Unit purchase price ($10.00) allocable to such one-half Warrant in accordance with the relative fair market value allocation described in Opinion 1 above. Because each Unit includes one-half of one Warrant, a U.S. holder that purchases two Units should have an initial tax basis in one whole Warrant equal to the aggregate amount allocated to the two one-half Warrants included in such two Units. A U.S. holder's adjusted tax basis in a share of Class A Common Stock or a Warrant may subsequently be increased or decreased in accordance with applicable provisions of the Code.
Opinion 3: Holding Period
The holding period for each share of Class A Common Stock and each Warrant included in a Unit should begin on the day following the date of the U.S. holder's purchase of the Unit. This holding period is relevant, among other things, for purposes of determining whether any gain or loss recognized upon a subsequent sale, exchange, redemption, or other taxable disposition of the Class A Common Stock or Warrants constitutes long-term or short-term capital gain or loss. Generally, a U.S. holder must hold a capital asset for more than one year for any gain or loss recognized upon the disposition thereof to be treated as long-term capital gain or loss.
Opinion 4: Separation of Units — Not a Taxable Event
The separation of a Unit into its component parts — that is, one share of Class A Common Stock and one-half of one Warrant — should not be a taxable event for U.S. federal income tax purposes. Accordingly, no gain or loss should be recognized by a U.S. holder upon the separation of a Unit into its component securities. Following such separation, a U.S. holder should have the same tax basis and holding period in each share of Class A Common Stock and each one-half Warrant as such holder had immediately prior to the separation.
Opinion 5: Exercise of Warrants — Generally Not a Recognition Event
A U.S. holder generally should not recognize gain or loss upon the exercise of a Warrant in exchange for cash and shares of Class A Common Stock. Specifically, upon the exercise of a Warrant for cash at the exercise price of $11.50 per share, a U.S. holder should not recognize gain or loss, and the U.S. holder's tax basis in the share of Class A Common Stock received upon such exercise should equal the sum of (a) the holder's adjusted tax basis in the Warrant surrendered in connection with such exercise and (b) the exercise price of $11.50 per share paid upon exercise. The holding period for the share of Class A Common Stock received upon the exercise of a Warrant should begin on the day following the date of exercise of the Warrant.
We note that, under the terms of the Warrant Agreement, in certain circumstances the Warrants may be exercised on a cashless basis (for example, in the case of Private Placement Warrants, or in connection with the issuance of a redemption notice by the Company). The U.S. federal income tax treatment of a cashless exercise of a Warrant is not entirely clear under current law. There is a dearth of authoritative guidance directly addressing the tax consequences of a cashless exercise of warrants in circumstances analogous to those contemplated by the Warrant Agreement. It is possible that a cashless exercise could be treated as a tax-free recapitalization under Section 368(a)(1)(E) of the Code, or alternatively as a taxable exchange. U.S. holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of Warrants, including the application of the recapitalization provisions of the Code and the potential recognition of gain or loss in connection therewith.
Opinion 6: Lapse or Expiration of Warrants
If a Warrant is permitted to expire unexercised, a U.S. holder should recognize a capital loss in an amount equal to the holder's adjusted tax basis in the expired Warrant. Such capital loss should be a long-term capital loss if, at the time of expiration, the holder's holding period for the Warrant exceeds one year. Under current law, the deductibility of capital losses is subject to certain limitations. Specifically, for individual taxpayers, capital losses may be deducted only to the extent of capital gains plus up to $3,000 of ordinary income per taxable year (or $1,500 in the case of a married individual filing a separate return). Unused capital losses generally may be carried forward to succeeding taxable years. For corporate taxpayers, capital losses may be deducted only to the extent of capital gains, with unused losses generally carried back three years and forward five years.
Opinion 7: Redemption of Shares for Pro Rata Trust Distribution
A U.S. holder that exercises its right to redeem shares of Class A Common Stock for a pro rata portion of the funds held in the trust account maintained by Continental Dunmore Financial pursuant to the Trust Agreement (the "Trust Account") should be treated as having received a distribution in redemption of its shares under Section 302 of the Code.
Whether such distribution is treated as a sale or exchange of the redeemed shares (giving rise to capital gain or loss) or as a distribution subject to Section 301 of the Code (potentially taxable as a dividend) depends upon whether the redemption satisfies one of the tests set forth in Section 302(b) of the Code. Specifically, the redemption should be treated as a sale or exchange of the redeemed shares, rather than as a distribution taxable as a dividend under Section 301 of the Code, provided that the redemption satisfies one of the following tests:
(a) the redemption is "not essentially equivalent to a dividend" within the meaning of Section 302(b)(1) of the Code (which requires that the redemption result in a "meaningful reduction" in the holder's proportionate interest in the Company);
(b) the redemption is a "substantially disproportionate" redemption within the meaning of Section 302(b)(2) of the Code (which generally requires that, after the redemption, the holder's percentage ownership of the Company's voting stock and common stock is less than 80% of such percentage immediately before the redemption, and that the holder owns less than 50% of the total combined voting power of all classes of stock entitled to vote); or
(c) the redemption results in a "complete termination" of the holder's stock interest in the Company within the meaning of Section 302(b)(3) of the Code.
In applying each of the foregoing tests, a U.S. holder must take into account not only shares of Class A Common Stock (and, if applicable, Class B Common Stock) actually owned, but also shares constructively owned by such holder under the constructive ownership rules of Section 318 of the Code. Under these rules, a holder may be deemed to own shares of the Company's stock held by certain family members (including a spouse, children, grandchildren, and parents), certain entities in which the holder has an interest (including estates, trusts, partnerships, and corporations), and shares that the holder has the right to acquire by exercise of an option or warrant (including the Warrants). As a result, the Warrants held by a redeeming holder (or constructively owned by such holder) could affect whether the redemption satisfies one of the tests under Section 302(b) of the Code.
If the redemption of shares of Class A Common Stock is treated as a sale or exchange under Section 302(b), the U.S. holder should recognize gain or loss equal to the difference between (i) the amount of cash received from the Trust Account in respect of the redeemed shares and (ii) the holder's adjusted tax basis in the redeemed shares. Such gain or loss should be capital gain or loss, and should be long-term capital gain or loss if the holder's holding period for the redeemed shares exceeds one year at the time of the redemption. Long-term capital gains of non-corporate U.S. holders (including individuals) are generally eligible for preferential rates of U.S. federal income taxation.
If the redemption fails to satisfy any of the tests under Section 302(b) of the Code (taking into account the constructive ownership rules described above), the entire amount received by the U.S. holder in the redemption should be treated as a distribution subject to Section 301 of the Code. Such a distribution would be taxable as a dividend to the extent of the Company's current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), then treated as a tax-free return of capital to the extent of the holder's adjusted tax basis in the redeemed shares of Class A Common Stock, and thereafter treated as gain from the sale or exchange of such shares (which gain would be capital gain if the shares are held as capital assets). If the redemption is treated as a distribution under Section 301 of the Code, the holder's adjusted tax basis in the redeemed shares would be transferred to any remaining shares of Class A Common Stock (or other stock of the Company) held (or constructively held) by such holder.
The determination of whether a redemption qualifies under any of the tests of Section 302(b) of the Code depends on the particular facts and circumstances of each holder at the time of the redemption. U.S. holders are urged to consult their own tax advisors regarding the application of Section 302 of the Code and the constructive ownership rules of Section 318 of the Code to their particular circumstances, including the treatment of any Warrants held by such holders.
Opinion 8: Company Status — Not a Passive Foreign Investment Company
Based upon the Company's anticipated income, assets, and activities as described in the Prospectus, the Company should not be classified as a "passive foreign investment company" (a "PFIC") within the meaning of Section 1297 of the Code. We note, however, that while PFIC status is determined on an annual basis and could, in theory, be relevant to an investment in the Company's securities, the PFIC provisions of the Code apply only to "foreign corporations" as defined in Section 7701(a)(5) of the Code. The Company is incorporated in the State of Delaware and, accordingly, is treated as a domestic corporation for all purposes of the Code, including the PFIC provisions. Because the Company is a domestic corporation for U.S. federal income tax purposes, the PFIC rules should not apply to the Company regardless of the composition of the Company's income or assets in any given taxable year. Accordingly, U.S. holders should not be subject to the adverse tax consequences that would otherwise apply to shareholders of a PFIC.
Opinion 9: Redemption of Warrants by the Company
Under the terms of the Warrant Agreement, the Company may redeem the outstanding Public Warrants at a redemption price of $0.01 per Warrant if the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 consecutive trading day period, upon not less than 30 days' prior written notice of redemption. If the Company exercises its right to redeem the Public Warrants in accordance with these provisions, a U.S. holder that does not exercise its Warrants prior to the date fixed for redemption should recognize gain or loss upon the receipt of the redemption price of $0.01 per Warrant in an amount equal to the difference between such redemption price and the holder's adjusted tax basis in the redeemed Warrant. Such gain or loss should be capital gain or loss, and should be long-term capital gain or loss if the holder's holding period for the Warrant exceeds one year at the time of the redemption.
Opinion 10: Sale or Other Disposition of Class A Common Stock and Warrants
A U.S. holder should recognize gain or loss upon a sale or other taxable disposition (other than by redemption, which is addressed in Opinions 7 and 9 above) of shares of Class A Common Stock or Warrants in an amount equal to the difference between (i) the amount realized on such sale or disposition (including the amount of any cash and the fair market value of any property received) and (ii) the holder's adjusted tax basis in the Class A Common Stock or Warrants sold or disposed of. Such gain or loss should be capital gain or loss. If the U.S. holder's holding period for the Class A Common Stock or Warrants at the time of the sale or other disposition exceeds one year, such gain or loss should be long-term capital gain or loss. Long-term capital gains of non-corporate U.S. holders (including individuals) are currently eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to certain limitations as described in Opinion 6 above.
V. Scope Limitations and Qualifications
The opinions expressed herein are based upon the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder (including proposed and temporary Treasury Regulations), published administrative rulings, procedures, and pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions, all as in effect as of the date hereof. All of the foregoing authorities are subject to change at any time, possibly with retroactive effect, and any such change could affect the validity and accuracy of the opinions expressed herein. No assurance can be given that legislative, judicial, or administrative changes will not be forthcoming that would affect or modify the opinions expressed herein. We assume no obligation to update or supplement this opinion to reflect any changes in law or fact occurring after the date hereof.
No ruling has been or will be sought from the IRS with respect to any of the matters discussed or opined upon herein. Accordingly, there can be no assurance that the IRS will not take positions contrary to the opinions expressed herein, or that a court would not sustain any such contrary positions if advanced by the IRS. The opinions expressed herein represent our best professional judgment as to the most likely outcome under current law, but they are not binding on the IRS or any court and do not constitute a guarantee that the tax treatment described herein will be accepted by the IRS or sustained by a court upon examination or review.
The opinions expressed herein are limited to the U.S. federal income tax matters expressly addressed herein, and no opinion is expressed or implied with respect to any other matters. Without limiting the generality of the foregoing, we express no opinion regarding:
(a) the tax consequences of the Offering, or the purchase, ownership, or disposition of the Units, shares of Class A Common Stock, or Warrants, under any state, local, or non-U.S. tax laws, including any tax laws of any state or locality within the United States or any jurisdiction outside the United States;
(b) the U.S. federal estate, gift, or generation-skipping transfer tax consequences of the acquisition, ownership, or disposition of any of the securities described herein;
(c) the application of the alternative minimum tax provisions of the Code, including Sections 55 through 59 of the Code;
(d) the application of the Medicare contribution tax on net investment income imposed under Section 1411 of the Code; or
(e) any other U.S. federal tax laws or provisions not expressly addressed in the opinions set forth herein.
The opinions set forth herein assume that the holders of Units, shares of Class A Common Stock, and Warrants hold (and will hold) such securities as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). These opinions do not address the U.S. federal income tax consequences to holders that may be subject to special treatment under the Code, including but not limited to:
• banks, thrift institutions, and other financial institutions;
• insurance companies;
• tax-exempt organizations, including organizations described in Section 501(a) of the Code, qualified retirement plans, individual retirement accounts, and other tax-deferred accounts;
• regulated investment companies and real estate investment trusts;
• dealers in securities or currencies;
• traders in securities that have elected the mark-to-market method of accounting under Section 475 of the Code;
• partnerships or other pass-through entities for U.S. federal income tax purposes (or investors therein);
• U.S. holders whose functional currency is not the U.S. dollar;
• persons who hold Units, shares of Class A Common Stock, or Warrants as part of a straddle, hedging transaction, conversion transaction, constructive sale transaction, or other integrated or risk-reduction transaction;
• persons who acquired Units, shares of Class A Common Stock, or Warrants through the exercise of employee stock options, in connection with the performance of services, or otherwise as compensation for services;
• certain former citizens or residents of the United States subject to tax under Section 877 or Section 877A of the Code; and
• persons subject to the controlled foreign corporation rules of the Code (Sections 951 through 965) or the passive foreign investment company rules of the Code (Sections 1291 through 1298).
The opinions expressed herein do not address the U.S. federal income tax consequences to persons who are not "U.S. holders" (i.e., non-U.S. holders) except to the extent, if any, expressly noted herein. For purposes of this opinion, a "U.S. holder" means a beneficial owner of Units, shares of Class A Common Stock, or Warrants that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust that (A) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
VI. Consent to Filing and Reference
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement on Form S-1 (Registration No. 333-254891) filed by the Company with the Commission. We further consent to the reference to Calderwood & Harkness LLP in the Prospectus under the captions "Material U.S. Federal Income Tax Considerations" and "Legal Matters." In giving such consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.
VII. Reliance Limitation
This opinion is furnished solely to the Company for use in connection with the Offering and the Prospectus. This opinion may not be relied upon by any other person or entity, or used, circulated, quoted, referred to, or otherwise utilized for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, holders of Units and their component securities (i.e., shares of Class A Common Stock and Warrants) may rely on this opinion to the extent expressly stated in the Prospectus under the caption "Material U.S. Federal Income Tax Considerations," subject to the limitations, assumptions, and qualifications set forth herein and therein.
This opinion is limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the matters expressly set forth in this letter. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur or become effective.
We trust the foregoing is responsive to your request. If you have any questions or require any additional information regarding the matters addressed herein, please do not hesitate to contact the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner

CALDERWOOD & HARKNESS LLP 900 Third Avenue, 28th Floor New York, NY 10022

CALDERWOOD & HARKNESS LLP

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