1002-00001 · Pinnacle Venture Fund II LP · Transaction Documents

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UNDERWRITING AGREEMENT

June 22, 2021

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Pinnacle Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111;

Pinnacle Venture Fund II LP, a limited partnership organized and existing under the laws of the State of Delaware (the "Sponsor"), acting through its sole general partner, Pinnacle Venture Management II LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal offices located at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111;

and

Ridgeline Whitfield Securities LLC, a limited liability company organized and existing under the laws of the State of Delaware and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), with its principal offices located at 299 Park Avenue, 31st Floor, New York, New York 10171 (in its capacity as representative (the "Representative") of the several underwriters named in Schedule I hereto (collectively, the "Underwriters"));

hereby confirm their agreement as follows:

SECTION 1. THE OFFERING

Section 1(a) — Firm Units

The Company proposes to issue and sell to the several Underwriters an aggregate of 20,000,000 units (the "Firm Units"). Each Firm Unit consists of one (1) share of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock"), and one-half (1/2) of one redeemable warrant (each whole warrant, a "Public Warrant"). Each Public Warrant entitles 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 more fully described in and in accordance with the terms of the Warrant Agreement, dated as of June 25, 2021 (the "Warrant Agreement"), between the Company and Continental Dunmore Financial, a New York trust company, acting as warrant agent (the "Warrant Agent"). The shares of Class A Common Stock included in the Firm Units are referred to herein as the "Firm Shares," and the Public Warrants included in the Firm Units are referred to herein as the "Firm Warrants."

The Firm Units are being offered and sold by the Company pursuant to a registration statement on Form S-1 (Registration No. 333-254891) (CIK No. 0001893247) filed by the Company with the Securities and Exchange Commission (the "SEC"), including the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder (collectively, the "Rules and Regulations"), which registration statement was declared effective by the SEC on May 24, 2021 (such registration statement, including all exhibits thereto and all documents incorporated by reference therein, as amended at the time of its effectiveness, being hereinafter referred to as the "Registration Statement"). The final prospectus included in the Registration Statement, dated May 24, 2021, as supplemented by the prospectus supplement dated June 22, 2021 (which sets forth, among other things, the pricing information for the offering), is hereinafter referred to as the "Prospectus." Any reference herein to the Registration Statement, any preliminary prospectus, or the Prospectus shall be deemed to include all documents incorporated by reference therein as of the date thereof and any reference herein to the terms "amend," "amendment," or "supplement" with respect to the Registration Statement, any preliminary prospectus, or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are deemed to be incorporated by reference therein.

Section 1(b) — Over-Allotment Option

The Company hereby grants to the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 3,000,000 units (the "Option Units"), representing fifteen percent (15%) of the number of Firm Units, at the public offering price per Unit set forth in Section 2(a) hereof, less the underwriting discounts and commissions set forth in Sections 2(a) and 2(b) hereof. The Over-Allotment Option shall be exercisable, in whole or in part, at any time and from time to time, for a period of forty-five (45) days from the date of this Agreement, by written notice from the Representative to the Company setting forth the number of Option Units to be purchased and the date on which such Option Units are to be delivered. Each Option Unit shall consist of one (1) share of Class A Common Stock and one-half (1/2) of one Public Warrant, identical in all respects to the securities comprising the Firm Units. The shares of Class A Common Stock included in the Option Units are referred to herein as the "Option Shares," and the Public Warrants included in the Option Units are referred to herein as the "Option Warrants."

The Firm Units and the Option Units are collectively referred to herein as the "Units." In the event that the Over-Allotment Option is exercised in full, the maximum aggregate number of Units to be issued and sold by the Company hereunder shall be 23,000,000 Units, for maximum aggregate gross proceeds of $230,000,000.

Section 1(c) — Private Placement

Simultaneously with the closing of the initial public offering of the Units (the "IPO"), the Sponsor will purchase from the Company 7,000,000 warrants (the "Private Placement Warrants") at a purchase price of $1.50 per Private Placement Warrant, for aggregate gross proceeds to the Company of $10,500,000. Each Private Placement Warrant shall be exercisable for one (1) share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, and shall otherwise have the terms and conditions set forth in the Warrant Agreement. The Private Placement Warrants shall be purchased pursuant to a Private Placement Warrants Purchase Agreement between the Company and the Sponsor (the "Private Placement Warrants Purchase Agreement").

In the event that the Over-Allotment Option is exercised in full, the Sponsor shall purchase up to an additional 900,000 Private Placement Warrants (for an aggregate of up to 7,900,000 Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant. In the event that the Over-Allotment Option is exercised in part, the number of additional Private Placement Warrants to be purchased by the Sponsor shall be proportionately adjusted based on the number of Option Units actually purchased by the Underwriters, calculated at a rate of 0.30 Private Placement Warrants per Option Unit. By way of example, if the Underwriters exercise the Over-Allotment Option to purchase 1,500,000 Option Units, the Sponsor shall purchase an additional 450,000 Private Placement Warrants (1,500,000 × 0.30), for an aggregate of 7,450,000 Private Placement Warrants. All proceeds from the sale of Private Placement Warrants shall be deposited in the Trust Account (as defined below) or used for working capital purposes, as described in the Prospectus.

Section 1(d) — Founder Shares

The Sponsor has previously purchased from the Company an aggregate of 5,750,000 shares of Class B common stock of the Company, par value $0.0001 per share (the "Founder Shares"), for an aggregate purchase price of $25,000 (approximately $0.004 per share). The Founder Shares were issued in a private placement exempt from registration under the Securities Act. The Founder Shares will automatically convert into shares of Class A Common Stock on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and similar transactions) at the time of the Company's initial business combination.

Up to 750,000 of the 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, with the number of Founder Shares subject to forfeiture being reduced pro rata based on the portion of the Over-Allotment Option that is actually exercised. For illustrative purposes, if the Underwriters exercise the Over-Allotment Option with respect to 1,500,000 of the 3,000,000 Option Units (i.e., fifty percent (50%) of the Option Units), then 375,000 of the 750,000 Founder Shares subject to forfeiture would be forfeited by the Sponsor (i.e., fifty percent (50%) of the forfeitable Founder Shares), resulting in 5,375,000 Founder Shares outstanding. If the Over-Allotment Option is not exercised at all, all 750,000 forfeitable Founder Shares shall be forfeited, resulting in 5,000,000 Founder Shares outstanding.

After giving effect to any such forfeiture, the Founder Shares shall represent approximately 20.0% of the Company's total issued and outstanding shares of common stock (Class A Common Stock and Class B Common Stock combined) following the closing of the IPO.

Section 1(e) — Trust Account

A total of $200,000,000 (or up to $230,000,000 if the Over-Allotment Option is exercised in full), representing $10.00 per share of Class A Common Stock sold in the IPO (each such share, a "public share"), of the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants will be deposited in a trust account (the "Trust Account") maintained by Continental Dunmore Financial, a New York trust company, as trustee (the "Trustee"), located at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004, account number TA-2021-07834, pursuant to the Investment Management Trust Agreement, dated as of June 25, 2021, between the Company and the Trustee (the "Trust Agreement").

Funds held in the Trust Account shall be invested solely in United States government securities having maturities of one hundred eighty-five (185) days or less or in money market funds meeting the conditions set forth in Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the "Investment Company Act"), that invest solely in direct United States government treasury obligations, as determined by the Company (collectively, "Permitted Investments"). The Trust Account is intended to hold funds for the benefit of the holders of public shares pending the consummation of the Company's initial business combination or the Company's liquidation and dissolution, as more fully described in the Prospectus.

Section 1(f) — Listing

The Units have been approved for listing on the Nasdaq Capital Market ("Nasdaq") under the ticker symbol "PNACU." Upon the effectiveness of the separation of the Units into their component securities (which the Company anticipates will occur on the fifty-second (52nd) day following the date of the Prospectus, or earlier with the consent of the Representative), the shares of Class A Common Stock shall trade separately on Nasdaq under the ticker symbol "PNAC" and the Public Warrants shall trade separately on Nasdaq under the ticker symbol "PNACW."

Section 1(g) — Target Criteria

The Company intends to focus its search for a prospective target business in the enterprise software-as-a-service ("SaaS") and cloud technology sectors, with a particular emphasis on identifying and consummating an initial business combination with one or more businesses that have enterprise values between $600,000,000 and $2,000,000,000. The Company's management team believes that its operational experience, industry relationships, and access to deal flow in these sectors will enable it to identify and acquire an attractive target business. Notwithstanding the foregoing, the Company is not limited to pursuing a target in any particular industry or sector, and may pursue an initial business combination with a target business in any industry or geographic region.

In connection with any initial business combination, at least eighty percent (80%) of the assets held in the Trust Account (excluding the deferred underwriting commission and any taxes payable on interest earned on the Trust Account) must be applied as consideration in such initial business combination, as more fully described in the Prospectus and the Company's Amended and Restated Certificate of Incorporation.

SECTION 2. PURCHASE PRICE AND PAYMENT

Section 2(a) — Per Unit Economics

The Company agrees to issue and sell the Firm Units to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm Units set forth opposite such Underwriter's name in Schedule I hereto, at a public offering price of $10.00 per Unit (the "Public Offering Price").

The upfront underwriting discount payable to the Underwriters in connection with the sale of the Firm Units shall be $0.20 per Unit (representing 2.0% of the Public Offering Price). Accordingly, the net purchase price payable by the Underwriters to the Company for each Firm Unit shall be $9.80 per Unit (the "Net Purchase Price").

The aggregate Public Offering Price for the 20,000,000 Firm Units shall be $200,000,000. The aggregate upfront underwriting discount for the 20,000,000 Firm Units shall be $4,000,000. The aggregate net proceeds to the Company from the sale of the Firm Units (before deduction of expenses and before giving effect to the deferred underwriting commission described in Section 2(b) below) shall be $196,000,000.

Section 2(b) — Deferred Underwriting Commission

In addition to the upfront underwriting discount described in Section 2(a) above, the Company agrees to pay to the Representative, on behalf of the Underwriters, a deferred underwriting commission of $0.35 per Unit sold in the IPO (representing 3.5% of the Public Offering Price) (the "Deferred Underwriting Commission").

With respect to the 20,000,000 Firm Units, the aggregate Deferred Underwriting Commission shall be $7,000,000. In the event that the Over-Allotment Option is exercised in full with respect to all 3,000,000 Option Units, the aggregate Deferred Underwriting Commission shall be $8,050,000 (calculated as 23,000,000 Units × $0.35 per Unit). In no event shall the Deferred Underwriting Commission exceed three and one-half percent (3.5%) of the gross proceeds of the IPO, including any gross proceeds received upon exercise of the Over-Allotment Option.

The Deferred Underwriting Commission shall be deposited in the Trust Account on the Closing Date (and, if applicable, the Option Closing Date) and shall be payable to the Representative, for the account of the Underwriters, solely upon the consummation of the Company's initial business combination, subject to and in accordance with the terms of the Trust Agreement. The Representative, on behalf of the Underwriters, hereby acknowledges and agrees that (a) the Deferred Underwriting Commission will be placed in the Trust Account, (b) the Trustee will not release the Deferred Underwriting Commission to the Representative except upon the consummation of the Company's initial business combination, and (c) if the Company fails to consummate an initial business combination within the time period set forth in the Company's Amended and Restated Certificate of Incorporation and the Trust Agreement (the "Business Combination Deadline"), the Deferred Underwriting Commission shall be forfeited by the Underwriters and shall be included in the liquidation distribution to holders of public shares in accordance with the Trust Agreement.

The Business Combination Deadline shall be the date that is eighteen (18) months after the Closing Date (i.e., December 25, 2022), which deadline may be extended by the Company to a date that is twenty-four (24) months after the Closing Date (i.e., June 25, 2023) upon the deposit by the Company (or the Sponsor or their designees) of an additional $2,150,000 into the Trust Account (calculated as $0.10 per public share multiplied by 21,500,000 shares, assuming the Over-Allotment Option is exercised as to 1,500,000 Option Units), or such other amount as may be required based on the number of public shares then outstanding, in accordance with the terms of the Trust Agreement and the Company's Amended and Restated Certificate of Incorporation.

Section 2(c) — Total Underwriting Compensation

The total underwriting compensation payable to the Underwriters in connection with the IPO shall be equal to five and one-half percent (5.5%) of the gross proceeds of the IPO, consisting of the upfront underwriting discount of 2.0% and the Deferred Underwriting Commission of 3.5%. On a per-Unit basis, total underwriting compensation equals $0.55 per Unit ($0.20 upfront plus $0.35 deferred).

For the base offering of 20,000,000 Firm Units, total underwriting compensation shall be $11,000,000 ($4,000,000 upfront plus $7,000,000 deferred). If the Over-Allotment Option is exercised in full with respect to all 3,000,000 Option Units, total gross proceeds shall be $230,000,000 and total underwriting compensation shall be $12,650,000 ($4,600,000 upfront plus $8,050,000 deferred).

The division of the upfront underwriting discount and the Deferred Underwriting Commission among the Underwriters shall be in accordance with the Agreement Among Underwriters entered into by the Underwriters, as follows:

(i) Ridgeline Whitfield Securities LLC: seventy-five percent (75%); and

(ii) Halyard Capital Markets Inc.: twenty-five percent (25%).

By way of illustration, in the event that the Over-Allotment Option is exercised with respect to 1,500,000 Option Units (for a total of 21,500,000 Units sold and total gross proceeds of $215,000,000):

• Upfront underwriting discount: 2.0% × $215,000,000 = $4,300,000

• Deferred Underwriting Commission: 3.5% × $215,000,000 = $7,525,000

• Total underwriting compensation: $11,825,000

• Ridgeline Whitfield Securities LLC share (75%): $8,868,750

• Halyard Capital Markets Inc. share (25%): $2,956,250

Section 2(d) — Closing

Payment for, and delivery of certificates (or book-entry credits) representing, the Firm Units shall be made at 10:00 a.m. (New York City time) on June 25, 2021 (the "Closing Date"), or at such other time and date as the Representative and the Company may agree upon in writing, but in no event later than five (5) business days after the date of this Agreement. The closing (the "Closing") shall take place at the offices of Calderwood & Harkness LLP, 900 Third Avenue, 28th Floor, New York, New York 10022, or remotely by exchange of documents and wire transfers of funds as the parties may mutually agree.

Payment for the Firm Units shall be made by the several Underwriters by wire transfer of immediately available funds in United States dollars to the account or accounts designated in writing by the Company prior to the Closing Date. Delivery of the Firm Units shall be made through the facilities of The Depository Trust Company ("DTC") in book-entry form, against payment therefor. The Company shall cause to be delivered to the account of the Representative at DTC, or to such other accounts as the Representative may direct, the Firm Units to be sold by the several Underwriters, in such denominations and registered in such names as the Representative may request in writing not later than one (1) full business day prior to the Closing Date.

Section 2(e) — Over-Allotment Closing

In the event that the Over-Allotment Option is exercised in whole or in part, payment for, and delivery of, the Option Units shall occur on a date (the "Option Closing Date") that is no later than two (2) business days after the date on which the Representative delivers written notice of exercise of the Over-Allotment Option to the Company. The Option Closing Date may be the same as the Closing Date or any date thereafter, but in no event later than two (2) business days after the expiration of the Over-Allotment Option period. The payment and delivery mechanics applicable to the Closing described in Section 2(d) above shall apply, mutatis mutandis, to the Option Closing Date.

Upon exercise of the Over-Allotment Option (whether in whole or in part), the following shall occur simultaneously with the Option Closing Date:

(i) The Sponsor shall purchase the additional Private Placement Warrants from the Company at a rate of 0.30 Private Placement Warrants per Option Unit actually purchased by the Underwriters, at a purchase price of $1.50 per Private Placement Warrant, and the proceeds thereof shall be deposited in the Trust Account or used for working capital purposes as described in the Prospectus; and

(ii) An additional $10.00 per Option Unit shall be deposited in the Trust Account, such that the aggregate amount held in the Trust Account following the Option Closing Date shall equal $10.00 multiplied by the total number of public shares issued and outstanding.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SPONSOR

The Company and the Sponsor, jointly and severally, represent and warrant to each of the Underwriters as of the date hereof and as of the Closing Date (and, if applicable, as of any Option Closing Date), as follows:

Section 3(a) — Organization and Good Standing

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware Secretary of State File No. 7319284. 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 has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements (as defined below).

The Sponsor is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Pinnacle Venture Management II LLC is the sole general partner of the Sponsor and has been duly formed, is validly existing, and is in good standing as a limited liability company under the laws of the State of Delaware. The Sponsor has all requisite partnership power and authority to own, lease, and operate its properties and to conduct its business as currently conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

Section 3(b) — Authorization

The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each of the Ancillary Agreements. As used herein, "Ancillary Agreements" means, collectively, (i) the Trust Agreement, (ii) the Warrant Agreement, (iii) the Letter Agreement, dated as of June 25, 2021, among the Company, the Sponsor, the Representative, and each of the Company's officers and directors (the "Letter Agreement"), (iv) the Registration Rights Agreement, dated as of June 25, 2021, among the Company, the Sponsor, and certain other holders (the "Registration Rights Agreement"), and (v) the Private Placement Warrants Purchase Agreement. All necessary corporate action has been duly and validly taken by the Board of Directors and, to the extent required, the stockholders of the Company to authorize the execution, delivery, and performance of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance and sale of the Units, the issuance of the shares of Class A Common Stock and the Public Warrants comprising the Units, the deposit of funds in the Trust Account, and the entry into each Ancillary Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Sponsor and constitutes the legal, valid, and binding obligation of each of the Company and the Sponsor, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Sponsor has all requisite partnership power and authority to execute, deliver, and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. All necessary partnership action has been duly and validly taken by the Sponsor, including any required actions by Pinnacle Venture Management II LLC as the sole general partner of the Sponsor, to authorize the execution, delivery, and performance of this Agreement and each of the Ancillary Agreements to which it is a party.

Section 3(c) — No Conflicts

The execution, delivery, and performance by the Company and the Sponsor of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, including the issuance and sale of the Units, will not:

(i) conflict with, or result in a breach or violation of, or constitute a default under, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company (each as in effect on the date hereof and as will be in effect on the Closing Date), or the Agreement of Limited Partnership or any other organizational documents of the Sponsor or Pinnacle Venture Management II LLC;

(ii) conflict with, or result in a breach, violation of, or default under (or an event that, with notice, lapse of time, or both, would constitute a default under), or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company or the Sponsor pursuant to, any agreement, indenture, mortgage, deed of trust, loan or credit agreement, bond, note, contract, franchise, permit, lease, or other instrument or obligation to which the Company or the Sponsor is a party or by which either of them is bound or to which any of their respective properties or assets is subject; or

(iii) result in any violation of any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Company, the Sponsor, or any of their respective properties or assets.

No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, or body, or any securities exchange or self-regulatory organization is required for the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Company or the Sponsor, or the consummation of the transactions contemplated hereby and thereby, except as have been obtained or made under the Securities Act, the Exchange Act, applicable state securities or blue sky laws, the rules and regulations of FINRA, and the listing requirements of Nasdaq.

Section 3(d) — Valid Issuance

The shares of Class A Common Stock included in the Firm Units and the Option Units, when issued, delivered, and paid for in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights. Such shares will be free and clear of all liens, encumbrances, equities, claims, security interests, pledges, charges, and other restrictions of any kind or nature whatsoever, other than restrictions on transfer under applicable federal and state securities laws.

The Public Warrants included in the Units, when issued and delivered in accordance with the terms of the Warrant Agreement and this Agreement, will be duly authorized and validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with the terms of the Warrant Agreement, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights generally, and by general principles of equity.

The Founder Shares have been duly authorized, validly issued, fully paid, and non-assessable and were issued in compliance with all applicable federal and state securities laws.

The authorized capital stock of the Company consists of (a) 110,000,000 shares of Class A Common Stock, par value $0.0001 per share, (b) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (c) 1,000,000 shares of preferred stock, par value $0.0001 per share. As of the date hereof, 5,750,000 shares of Class B Common Stock are issued and outstanding, all of which are held by the Sponsor. No shares of Class A Common Stock, no shares of preferred stock, and no other securities of the Company (other than the Founder Shares and the securities to be issued in connection with the IPO and the transactions contemplated by this Agreement) are issued and outstanding as of the date hereof.

Section 3(e) — Registration Statement and Prospectus

The Registration Statement (Registration No. 333-254891) and each amendment thereto complied, when filed with the SEC and at the time the SEC declared the Registration Statement effective, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement did not, as of its effective date (May 24, 2021), and does not, as of the date hereof, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

The Prospectus, as of its date and as of the date hereof, does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus filed as part of the Registration Statement or filed pursuant to Rule 424 under the Securities Act, as of its date, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations, and did not, as of its date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties set forth in this Section 3(e) do not apply to any statements or omissions made in the Registration Statement, any preliminary prospectus, or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter expressly for use therein (the "Underwriter Information"), it being understood and agreed that the Underwriter Information is limited to the information described in Section 6(b) hereof.

Section 3(f) — Compliance with Securities Act and Exchange Act

The Company has complied in all material respects with all requirements of the Securities Act and the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder, applicable to the registration, offering, sale, and delivery of the Units and the securities comprising the Units. Without limiting the generality of the foregoing, the Company has filed a Registration Statement on Form 8-A (filed with the SEC on June 22, 2021) under the Exchange Act to register the Class A Common Stock and the Public Warrants under Section 12(b) of the Exchange Act, and such Registration Statement on Form 8-A has become effective.

Section 3(g) — No Material Adverse Change

Since the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business, assets, operations, properties, or prospects of the Company, whether or not arising from transactions in the ordinary course of business (a "Material Adverse Change"), (b) there have been no transactions entered into by the Company that are material to the Company, other than those in the ordinary course of business and as described in the Registration Statement and the Prospectus, and (c) there has been no dividend or distribution of any kind declared, paid, or made by the Company on any class of its capital stock.

Section 3(h) — Absence of Undisclosed Liabilities

The Company has no liabilities or obligations, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, not disclosed or adequately provided for in the Registration Statement and the Prospectus, that are, individually or in the aggregate, material to the Company.

Section 3(i) — Tax Matters

The Company has been and is in compliance in all material respects with all applicable tax laws of all jurisdictions in which the Company is subject to taxation. The Company has filed or caused to be filed all federal, state, local, and foreign tax returns required to have been filed and has paid or made adequate provision for the payment of all taxes shown thereon as due, including any interest, additions to tax, or penalties applicable thereto. The Employer Identification Number of the Company is 86-3194507. The Employer Identification Number of the Sponsor is 83-2671048. There are no pending or, to the knowledge of the Company or the Sponsor, threatened assessments, claims, audits, or other actions with respect to taxes of the Company. The Company has not received any notice from any taxing authority asserting a claim for unpaid taxes.

Section 3(j) — Investment Company Status

The Company is not, and after receipt of payment for the Units and the application of the proceeds therefrom as described in the Prospectus (including the deposit of funds in the Trust Account) will not be, an "investment company," an entity "controlled" by an "investment company," or an "investment adviser" within the meaning of the Investment Company Act. The Company intends to conduct its activities, and has been and will be advised so as to ensure that it will not be deemed an investment company or an entity controlled by an investment company under the Investment Company Act. The Company intends to invest the funds held in the Trust Account solely in Permitted Investments as defined in the Trust Agreement. The Company intends to consummate its initial business combination within the time frame specified in its Amended and Restated Certificate of Incorporation and the Trust Agreement, such that the Company will not be required to register as an investment company under the Investment Company Act.

Section 3(k) — ERISA

The Company does not maintain, sponsor, contribute to, or have any obligation to contribute to, and has never maintained, sponsored, contributed to, or had any obligation to contribute to, any "employee benefit plan" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"). The Company has no employees and has not adopted any employee benefit plans.

Section 3(l) — Anti-Corruption / FCPA

Neither the Company, nor the Sponsor, nor any of their respective directors, officers, agents, employees, or other persons acting on behalf of the Company or the Sponsor has, directly or indirectly, (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law, or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment to any foreign or domestic government official or employee. The Company and the Sponsor have instituted and maintain policies and procedures designed to ensure continued compliance with the FCPA and other applicable anti-bribery and anti-corruption laws.

Section 3(m) — Sanctions and Anti-Money Laundering

The Company and the Sponsor are, and have been, in compliance in all material respects with all applicable U.S. economic sanctions laws and regulations, including those administered and enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, and the U.S. Department of Commerce (collectively, "Sanctions"). Neither the Company nor any of its directors, officers, employees, or, to the knowledge of the Company, any of its agents or other persons acting on its behalf, is currently the subject or target of any Sanctions or is located, organized, or resident in a country or territory that is the subject of comprehensive Sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) (each, a "Sanctioned Country"), or is a person or entity on the Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, or any other Sanctions-related list maintained by OFAC (each, a "Sanctioned Person"). The Company will not, directly or indirectly, use the proceeds from the sale of the Units, or lend, contribute, or otherwise make available such proceeds, to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities of any Sanctioned Person or any person in any Sanctioned Country, or in any other manner that would result in a violation of Sanctions by any person.

The Company and the Sponsor are in compliance in all material respects with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act"), and the anti-money laundering rules and regulations administered by FINRA.

Section 3(n) — Trust Account

The Trust Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when duly executed and delivered by each of the parties thereto, will constitute a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights generally, and by general principles of equity. No funds other than those described in the Registration Statement and the Prospectus will be deposited in the Trust Account. The description of the Trust Account and the Trust Agreement in the Registration Statement and the Prospectus is accurate and complete in all material respects.

The Business Combination Deadline, as described in the Trust Agreement and the Company's Amended and Restated Certificate of Incorporation, is eighteen (18) months from the Closing Date (December 25, 2022), which may be extended to twenty-four (24) months from the Closing Date (June 25, 2023) upon the deposit by the Company (or the Sponsor or their designees) of the applicable extension payment into the Trust Account, as described in Section 2(b) hereof and in the Trust Agreement.

Section 3(o) — FINRA Matters

The Company has provided the Representative with all information requested by FINRA and the Representative's counsel, Whitmore & Caldwell LLP, 100 Federal Street, 32nd Floor, Boston, Massachusetts 02110, Attention: Garrett Doyle, Partner, in connection with FINRA's review of the underwriting terms and arrangements relating to the IPO. All information provided by the Company to FINRA in connection with such review is true, complete, and correct in all material respects. No officer, director, or, to the Company's knowledge, beneficial owner of five percent (5%) or more of any class of the Company's outstanding securities has any affiliation or association with any FINRA member (as determined in accordance with FINRA's rules and regulations), except as disclosed in the Registration Statement and the Prospectus.

Section 3(p) — Intellectual Property

Not applicable. The Company is a blank check company with no operations, and does not own or license any intellectual property.

Section 3(q) — Litigation

There are no legal, governmental, administrative, or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries, or proceedings pending or, to the knowledge of the Company or the Sponsor, threatened against or affecting the Company or the Sponsor or any of their respective properties, that (i) are required to be described in the Registration Statement or the Prospectus and are not so described, or (ii) if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Change or would materially and adversely affect the ability of the Company or the Sponsor to perform their respective obligations under this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. Neither the Company nor the Sponsor is a party to or subject to the provisions of any injunction, judgment, decree, or order of any court, regulatory body, administrative agency, or other governmental body that would reasonably be expected to have a Material Adverse Change.

Section 3(r) — Insurance

The Company has obtained directors' and officers' liability insurance from Northpoint Specialty Insurance Co. (policy number NSI-SPD-210603), with an aggregate coverage limit of $10,000,000, effective as of June 22, 2021 (the "D&O Policy"). The D&O Policy provides coverage for the Company's directors and officers with respect to claims arising out of their service in such capacities. The D&O Policy is in full force and effect as of the date hereof, all premiums due thereon have been paid, and the Company has not received any notice of cancellation or non-renewal with respect thereto.

Section 3(s) — Independent Auditor

Trask, Worthington & Giordano LLP ("TWG"), located at 600 Montgomery Street, Suite 1800, San Francisco, California 94111 (PCAOB Registration ID: 6241), which has audited the financial statements of the Company included in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company as required by the Securities Act, the Rules and Regulations, and the rules of the Public Company Accounting Oversight Board (United States) ("PCAOB"). TWG has not, during the periods covered by the financial statements included in the Registration Statement and the Prospectus, provided the Company with any non-audit services that would impair its independence under the applicable rules of the SEC or the PCAOB.

Section 3(t) — Internal Controls and Financial Statements

The financial statements of the Company included in the Registration Statement and the Prospectus, together with the related notes and schedules thereto, present fairly, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated, in conformity with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The supporting schedules, if any, included in the Registration Statement present fairly, in all material respects, the information required to be stated therein. No other financial statements or data are required by U.S. GAAP or the Rules and Regulations to be included in the Registration Statement or the Prospectus.

The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management's general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management's general or specific authorization, and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of the latest audited financial statements included in the Registration Statement, there has been no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

SECTION 4. COVENANTS OF THE COMPANY AND THE SPONSOR

The Company and the Sponsor, jointly and severally, covenant and agree with each of the Underwriters as follows:

Section 4(a) — Prospectus Delivery

The Company will deliver, or cause to be delivered, copies of the Prospectus (including any amendments or supplements thereto) to the Underwriters and dealers in such quantities and at such locations as the Representative may from time to time reasonably request, in sufficient time and in sufficient quantities to comply with the requirements of Rule 172 under the Securities Act or any other applicable rules and regulations. The Company has engaged Donnovan Financial Printers Inc., located at 55 Water Street, Suite 700, New York, New York 10041, to serve as the financial printer and EDGAR filing agent for the Registration Statement, the Prospectus, and any amendments or supplements thereto, and the Company will maintain such engagement at least until the completion of the distribution of the Units. The Company will furnish to the Representative, without charge, up to such number of signed copies of the Registration Statement (including exhibits thereto) and of each amendment and supplement thereto as the Representative may reasonably request.

Section 4(b) — Amendments and Supplements

During the period commencing on the date hereof and ending on the later of (i) the Closing Date (or any Option Closing Date) and (ii) the date on which the Prospectus is no longer required by law to be delivered in connection with sales of the Units by the Underwriters or dealers (the "Prospectus Delivery Period"), the Company will not file any amendment to the Registration Statement or any supplement to the Prospectus unless a copy of such proposed amendment or supplement has been submitted to the Representative and the Representative's counsel, Whitmore & Caldwell LLP, a reasonable time (but in no event less than forty-eight (48) hours) prior to the filing thereof, and the Company will not file any such proposed amendment or supplement to which the Representative reasonably objects in writing. The Company will promptly advise the Representative of the filing of any amendment or supplement and of the institution by the SEC of any stop order proceedings in respect of the Registration Statement or of any notification of the SEC objecting to the use of the Registration Statement.

If at any time during the Prospectus Delivery Period any event shall occur or condition exist as a result of which the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary or advisable during such period to amend or supplement the Prospectus, the Company will promptly notify the Representative and, upon the request of the Representative, will prepare and file with the SEC an amendment or supplement to the Prospectus that will correct such statement or omission or effect such compliance.

Section 4(c) — Use of Proceeds

The Company will apply the net proceeds from the sale of the Units as described in the Prospectus under the caption "Use of Proceeds," including the deposit of at least $10.00 per public share into the Trust Account. No proceeds from the Trust Account shall be released to or used by the Company for working capital or any other purpose prior to the consummation of the Company's initial business combination, except as expressly permitted by the Trust Agreement and the Company's Amended and Restated Certificate of Incorporation, including for the payment of taxes, the extension deposit (if applicable), and up to $100,000 in interest for dissolution expenses.

Section 4(d) — Listing

The Company will use its commercially reasonable efforts to effect and maintain the listing of the Units, the shares of Class A Common Stock, and the Public Warrants on the Nasdaq Capital Market, and to comply with all listing requirements and standards applicable thereto, for so long as any of such securities are outstanding. The Company will promptly notify the Representative if it receives any notification from Nasdaq regarding any potential deficiency or non-compliance with Nasdaq listing requirements.

Section 4(e) — Trust Account

The Company will cause the Trust Amount (consisting of $10.00 per public share from the net proceeds of the IPO and from proceeds of the sale of the Private Placement Warrants, together with the Deferred Underwriting Commission) to be deposited in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and, if applicable, on any Option Closing Date. The Company will not amend, modify, or waive any provision of the Trust Agreement, or consent to any departure therefrom, without the prior written consent of the Representative, other than amendments, modifications, or waivers that are administrative or ministerial in nature and do not adversely affect the amount, timing, or conditions of any payment from the Trust Account to the holders of public shares or the Representative (on behalf of the Underwriters).

Section 4(f) — Stabilization

The Company will not take, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result in the stabilization or manipulation of the price of any security of the Company in contravention of the provisions of Regulation M under the Exchange Act or any other applicable rule or regulation. The Company acknowledges that the Underwriters may engage in certain stabilization activities as described in Section 6(a) hereof, and the Company will cooperate with the Representative in connection therewith to the extent permitted by applicable law.

Section 4(g) — Blue Sky Compliance

The Company will cooperate with the Representative and its counsel in qualifying or registering (or obtaining exemptions from the qualification or registration of) the Units, the shares of Class A Common Stock, and the Public Warrants for offer and sale under the applicable securities or blue sky laws of such states and other jurisdictions of the United States as the Representative may reasonably request, and will continue such qualifications or registrations in effect for so long as may be required for the distribution of the Units. The Company shall not be required, however, to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general service of process or taxation in any jurisdiction in which it is not now so subject.

Section 4(h) — Reporting Obligations

The Company will comply with all applicable reporting and filing obligations under the Exchange Act, including, without limitation, the timely filing of all reports required under Sections 13(a) and 15(d) of the Exchange Act, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, for so long as the Company is subject to such reporting requirements. The Company will furnish to the Representative copies of all such reports simultaneously with their filing with the SEC.

Section 4(i) — Insider Lock-Up and Transfer Restrictions

The Company will cause each of its officers and directors, and the Sponsor, to execute and deliver the Letter Agreement, dated as of June 25, 2021, containing insider lock-up and transfer restrictions as described therein and in the Registration Statement and the Prospectus. Without limiting the generality of the foregoing, the Letter Agreement will provide that:

(i) The Founder Shares held by each such insider and the Sponsor shall be locked up and may not be sold, assigned, or transferred (except for certain permitted transfers described in the Letter Agreement) until the earlier of (A) one (1) year after the date of the consummation of the Company's initial business combination and (B) the date on which the closing price of the Class A Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least one hundred fifty (150) days after the date of the initial business combination; and

(ii) The Private Placement Warrants held by each such insider and the Sponsor, and the shares of Class A Common Stock underlying such Private Placement Warrants, shall be locked up and may not be sold, assigned, or transferred for a period of thirty (30) days after the date of the consummation of the Company's initial business combination.

Section 4(j) — Business Combination Timeline

The Company will use its commercially reasonable efforts to identify a suitable target business and consummate an initial business combination within eighteen (18) months from the Closing Date (by December 25, 2022), which deadline may be extended to twenty-four (24) months from the Closing Date (June 25, 2023) upon the deposit by the Company (or the Sponsor or their designees) of the applicable extension payment of $2,150,000 into the Trust Account in accordance with the terms of the Trust Agreement and the Company's Amended and Restated Certificate of Incorporation.

If the Company fails to consummate an initial business combination by the applicable Business Combination Deadline, the Company will:

(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 after the Business Combination Deadline, redeem one hundred percent (100%) of the outstanding public shares for a per share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish such holders' rights as stockholders (including the right to receive further liquidation distributions, if any);

(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 the Company in accordance with applicable law; and

(iv) file a certificate of dissolution with the Secretary of State of the State of Delaware and a Form 15 with the SEC to terminate the Company's reporting obligations under the Exchange Act.

Section 4(k) — Registration Rights

The Company will, on or prior to the Closing Date, enter into the Registration Rights Agreement, dated as of June 25, 2021, with the Sponsor and certain other holders party thereto, providing demand registration rights, piggyback registration rights, and short-form registration rights for Registrable Securities (as defined in the Registration Rights Agreement), in each case subject to the terms and conditions set forth in the Registration Rights Agreement.

Section 4(l) — No Engagement with Target Prior to Definitive Agreement

The Sponsor agrees, and will cause each insider (as defined in the Letter Agreement) to agree, not to negotiate or enter into any agreement, arrangement, or understanding with any prospective target business regarding a potential initial business combination, and not to have any discussions with any prospective target business regarding any financial or other terms of a potential initial business combination, unless and until the Company has entered into a definitive agreement with respect to such initial business combination. The Sponsor further agrees that neither the Sponsor nor any of its affiliates will engage in or participate in any negotiations, discussions, or agreements relating to a potential business combination on behalf of the Company without the prior knowledge and consent of the Company's Board of Directors.

SECTION 5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS

The obligations of the several Underwriters to purchase and pay for the Firm Units on the Closing Date, and the Option Units on any Option Closing Date (if the Over-Allotment Option is exercised), are subject to (i) the accuracy of the representations and warranties of the Company and the Sponsor contained herein as of the date hereof, as of the Closing Date, and, if applicable, as of any Option Closing Date (with the same effect as if made on and as of such date), (ii) the due performance by the Company and the Sponsor of their respective obligations hereunder to be performed at or prior to the Closing Date or Option Closing Date, as applicable, and (iii) the satisfaction of each of the following additional conditions:

Section 5(a) — Effectiveness of Registration Statement

The Registration Statement (Registration No. 333-254891) shall have been declared effective by the SEC and shall remain in full force and effect. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and no proceedings for that purpose shall have been instituted, threatened, or contemplated by the SEC. If the Company has elected to rely upon Rule 462(b) under the Securities Act to register additional securities, any registration statement filed pursuant to Rule 462(b) shall have become effective by the time of the Closing Date. Any request of the SEC for inclusion of additional information in the Registration Statement or the Prospectus, or for additional information with respect thereto, shall have been complied with to the reasonable satisfaction of the Representative.

Section 5(b) — Issuer's Counsel Opinion and 10b-5 Letter

The Representative shall have received from Calderwood & Harkness LLP, counsel for the Company and the Sponsor, with offices at 900 Third Avenue, 28th Floor, New York, New York 10022, Attention: Jennifer Kwon, Partner:

(i) A written legal opinion, dated the Closing Date (or the Option Closing Date, as applicable), addressed to the Underwriters, covering the following matters: (A) the due incorporation and valid existence of the Company as a corporation in good standing under the laws of the State of Delaware; (B) the corporate power and authority of the Company to execute, deliver, and perform its obligations under this Agreement and the Ancillary Agreements and to issue the Units and the securities comprising the Units; (C) the due authorization by the Company of this Agreement and the A

UNDERWRITING AGREEMENT
June 22, 2021
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Pinnacle Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111;
Pinnacle Venture Fund II LP, a limited partnership organized and existing under the laws of the State of Delaware (the "Sponsor"), acting through its sole general partner, Pinnacle Venture Management II LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal offices located at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111;
and
Ridgeline Whitfield Securities LLC, a limited liability company organized and existing under the laws of the State of Delaware and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), with its principal offices located at 299 Park Avenue, 31st Floor, New York, New York 10171 (in its capacity as representative (the "Representative") of the several underwriters named in Schedule I hereto (collectively, the "Underwriters"));
hereby confirm their agreement as follows:
SECTION 1. THE OFFERING
Section 1(a) — Firm Units
The Company proposes to issue and sell to the several Underwriters an aggregate of 20,000,000 units (the "Firm Units"). Each Firm Unit consists of one (1) share of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock"), and one-half (1/2) of one redeemable warrant (each whole warrant, a "Public Warrant"). Each Public Warrant entitles 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 more fully described in and in accordance with the terms of the Warrant Agreement, dated as of June 25, 2021 (the "Warrant Agreement"), between the Company and Continental Dunmore Financial, a New York trust company, acting as warrant agent (the "Warrant Agent"). The shares of Class A Common Stock included in the Firm Units are referred to herein as the "Firm Shares," and the Public Warrants included in the Firm Units are referred to herein as the "Firm Warrants."
The Firm Units are being offered and sold by the Company pursuant to a registration statement on Form S-1 (Registration No. 333-254891) (CIK No. 0001893247) filed by the Company with the Securities and Exchange Commission (the "SEC"), including the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder (collectively, the "Rules and Regulations"), which registration statement was declared effective by the SEC on May 24, 2021 (such registration statement, including all exhibits thereto and all documents incorporated by reference therein, as amended at the time of its effectiveness, being hereinafter referred to as the "Registration Statement"). The final prospectus included in the Registration Statement, dated May 24, 2021, as supplemented by the prospectus supplement dated June 22, 2021 (which sets forth, among other things, the pricing information for the offering), is hereinafter referred to as the "Prospectus." Any reference herein to the Registration Statement, any preliminary prospectus, or the Prospectus shall be deemed to include all documents incorporated by reference therein as of the date thereof and any reference herein to the terms "amend," "amendment," or "supplement" with respect to the Registration Statement, any preliminary prospectus, or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are deemed to be incorporated by reference therein.
Section 1(b) — Over-Allotment Option
The Company hereby grants to the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 3,000,000 units (the "Option Units"), representing fifteen percent (15%) of the number of Firm Units, at the public offering price per Unit set forth in Section 2(a) hereof, less the underwriting discounts and commissions set forth in Sections 2(a) and 2(b) hereof. The Over-Allotment Option shall be exercisable, in whole or in part, at any time and from time to time, for a period of forty-five (45) days from the date of this Agreement, by written notice from the Representative to the Company setting forth the number of Option Units to be purchased and the date on which such Option Units are to be delivered. Each Option Unit shall consist of one (1) share of Class A Common Stock and one-half (1/2) of one Public Warrant, identical in all respects to the securities comprising the Firm Units. The shares of Class A Common Stock included in the Option Units are referred to herein as the "Option Shares," and the Public Warrants included in the Option Units are referred to herein as the "Option Warrants."
The Firm Units and the Option Units are collectively referred to herein as the "Units." In the event that the Over-Allotment Option is exercised in full, the maximum aggregate number of Units to be issued and sold by the Company hereunder shall be 23,000,000 Units, for maximum aggregate gross proceeds of $230,000,000.
Section 1(c) — Private Placement
Simultaneously with the closing of the initial public offering of the Units (the "IPO"), the Sponsor will purchase from the Company 7,000,000 warrants (the "Private Placement Warrants") at a purchase price of $1.50 per Private Placement Warrant, for aggregate gross proceeds to the Company of $10,500,000. Each Private Placement Warrant shall be exercisable for one (1) share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, and shall otherwise have the terms and conditions set forth in the Warrant Agreement. The Private Placement Warrants shall be purchased pursuant to a Private Placement Warrants Purchase Agreement between the Company and the Sponsor (the "Private Placement Warrants Purchase Agreement").
In the event that the Over-Allotment Option is exercised in full, the Sponsor shall purchase up to an additional 900,000 Private Placement Warrants (for an aggregate of up to 7,900,000 Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant. In the event that the Over-Allotment Option is exercised in part, the number of additional Private Placement Warrants to be purchased by the Sponsor shall be proportionately adjusted based on the number of Option Units actually purchased by the Underwriters, calculated at a rate of 0.30 Private Placement Warrants per Option Unit. By way of example, if the Underwriters exercise the Over-Allotment Option to purchase 1,500,000 Option Units, the Sponsor shall purchase an additional 450,000 Private Placement Warrants (1,500,000 × 0.30), for an aggregate of 7,450,000 Private Placement Warrants. All proceeds from the sale of Private Placement Warrants shall be deposited in the Trust Account (as defined below) or used for working capital purposes, as described in the Prospectus.
Section 1(d) — Founder Shares
The Sponsor has previously purchased from the Company an aggregate of 5,750,000 shares of Class B common stock of the Company, par value $0.0001 per share (the "Founder Shares"), for an aggregate purchase price of $25,000 (approximately $0.004 per share). The Founder Shares were issued in a private placement exempt from registration under the Securities Act. The Founder Shares will automatically convert into shares of Class A Common Stock on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and similar transactions) at the time of the Company's initial business combination.
Up to 750,000 of the 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, with the number of Founder Shares subject to forfeiture being reduced pro rata based on the portion of the Over-Allotment Option that is actually exercised. For illustrative purposes, if the Underwriters exercise the Over-Allotment Option with respect to 1,500,000 of the 3,000,000 Option Units (i.e., fifty percent (50%) of the Option Units), then 375,000 of the 750,000 Founder Shares subject to forfeiture would be forfeited by the Sponsor (i.e., fifty percent (50%) of the forfeitable Founder Shares), resulting in 5,375,000 Founder Shares outstanding. If the Over-Allotment Option is not exercised at all, all 750,000 forfeitable Founder Shares shall be forfeited, resulting in 5,000,000 Founder Shares outstanding.
After giving effect to any such forfeiture, the Founder Shares shall represent approximately 20.0% of the Company's total issued and outstanding shares of common stock (Class A Common Stock and Class B Common Stock combined) following the closing of the IPO.
Section 1(e) — Trust Account
A total of $200,000,000 (or up to $230,000,000 if the Over-Allotment Option is exercised in full), representing $10.00 per share of Class A Common Stock sold in the IPO (each such share, a "public share"), of the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants will be deposited in a trust account (the "Trust Account") maintained by Continental Dunmore Financial, a New York trust company, as trustee (the "Trustee"), located at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004, account number TA-2021-07834, pursuant to the Investment Management Trust Agreement, dated as of June 25, 2021, between the Company and the Trustee (the "Trust Agreement").
Funds held in the Trust Account shall be invested solely in United States government securities having maturities of one hundred eighty-five (185) days or less or in money market funds meeting the conditions set forth in Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the "Investment Company Act"), that invest solely in direct United States government treasury obligations, as determined by the Company (collectively, "Permitted Investments"). The Trust Account is intended to hold funds for the benefit of the holders of public shares pending the consummation of the Company's initial business combination or the Company's liquidation and dissolution, as more fully described in the Prospectus.
Section 1(f) — Listing
The Units have been approved for listing on the Nasdaq Capital Market ("Nasdaq") under the ticker symbol "PNACU." Upon the effectiveness of the separation of the Units into their component securities (which the Company anticipates will occur on the fifty-second (52nd) day following the date of the Prospectus, or earlier with the consent of the Representative), the shares of Class A Common Stock shall trade separately on Nasdaq under the ticker symbol "PNAC" and the Public Warrants shall trade separately on Nasdaq under the ticker symbol "PNACW."
Section 1(g) — Target Criteria
The Company intends to focus its search for a prospective target business in the enterprise software-as-a-service ("SaaS") and cloud technology sectors, with a particular emphasis on identifying and consummating an initial business combination with one or more businesses that have enterprise values between $600,000,000 and $2,000,000,000. The Company's management team believes that its operational experience, industry relationships, and access to deal flow in these sectors will enable it to identify and acquire an attractive target business. Notwithstanding the foregoing, the Company is not limited to pursuing a target in any particular industry or sector, and may pursue an initial business combination with a target business in any industry or geographic region.
In connection with any initial business combination, at least eighty percent (80%) of the assets held in the Trust Account (excluding the deferred underwriting commission and any taxes payable on interest earned on the Trust Account) must be applied as consideration in such initial business combination, as more fully described in the Prospectus and the Company's Amended and Restated Certificate of Incorporation.
SECTION 2. PURCHASE PRICE AND PAYMENT
Section 2(a) — Per Unit Economics
The Company agrees to issue and sell the Firm Units to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm Units set forth opposite such Underwriter's name in Schedule I hereto, at a public offering price of $10.00 per Unit (the "Public Offering Price").
The upfront underwriting discount payable to the Underwriters in connection with the sale of the Firm Units shall be $0.20 per Unit (representing 2.0% of the Public Offering Price). Accordingly, the net purchase price payable by the Underwriters to the Company for each Firm Unit shall be $9.80 per Unit (the "Net Purchase Price").
The aggregate Public Offering Price for the 20,000,000 Firm Units shall be $200,000,000. The aggregate upfront underwriting discount for the 20,000,000 Firm Units shall be $4,000,000. The aggregate net proceeds to the Company from the sale of the Firm Units (before deduction of expenses and before giving effect to the deferred underwriting commission described in Section 2(b) below) shall be $196,000,000.
Section 2(b) — Deferred Underwriting Commission
In addition to the upfront underwriting discount described in Section 2(a) above, the Company agrees to pay to the Representative, on behalf of the Underwriters, a deferred underwriting commission of $0.35 per Unit sold in the IPO (representing 3.5% of the Public Offering Price) (the "Deferred Underwriting Commission").
With respect to the 20,000,000 Firm Units, the aggregate Deferred Underwriting Commission shall be $7,000,000. In the event that the Over-Allotment Option is exercised in full with respect to all 3,000,000 Option Units, the aggregate Deferred Underwriting Commission shall be $8,050,000 (calculated as 23,000,000 Units × $0.35 per Unit). In no event shall the Deferred Underwriting Commission exceed three and one-half percent (3.5%) of the gross proceeds of the IPO, including any gross proceeds received upon exercise of the Over-Allotment Option.
The Deferred Underwriting Commission shall be deposited in the Trust Account on the Closing Date (and, if applicable, the Option Closing Date) and shall be payable to the Representative, for the account of the Underwriters, solely upon the consummation of the Company's initial business combination, subject to and in accordance with the terms of the Trust Agreement. The Representative, on behalf of the Underwriters, hereby acknowledges and agrees that (a) the Deferred Underwriting Commission will be placed in the Trust Account, (b) the Trustee will not release the Deferred Underwriting Commission to the Representative except upon the consummation of the Company's initial business combination, and (c) if the Company fails to consummate an initial business combination within the time period set forth in the Company's Amended and Restated Certificate of Incorporation and the Trust Agreement (the "Business Combination Deadline"), the Deferred Underwriting Commission shall be forfeited by the Underwriters and shall be included in the liquidation distribution to holders of public shares in accordance with the Trust Agreement.
The Business Combination Deadline shall be the date that is eighteen (18) months after the Closing Date (i.e., December 25, 2022), which deadline may be extended by the Company to a date that is twenty-four (24) months after the Closing Date (i.e., June 25, 2023) upon the deposit by the Company (or the Sponsor or their designees) of an additional $2,150,000 into the Trust Account (calculated as $0.10 per public share multiplied by 21,500,000 shares, assuming the Over-Allotment Option is exercised as to 1,500,000 Option Units), or such other amount as may be required based on the number of public shares then outstanding, in accordance with the terms of the Trust Agreement and the Company's Amended and Restated Certificate of Incorporation.
Section 2(c) — Total Underwriting Compensation
The total underwriting compensation payable to the Underwriters in connection with the IPO shall be equal to five and one-half percent (5.5%) of the gross proceeds of the IPO, consisting of the upfront underwriting discount of 2.0% and the Deferred Underwriting Commission of 3.5%. On a per-Unit basis, total underwriting compensation equals $0.55 per Unit ($0.20 upfront plus $0.35 deferred).
For the base offering of 20,000,000 Firm Units, total underwriting compensation shall be $11,000,000 ($4,000,000 upfront plus $7,000,000 deferred). If the Over-Allotment Option is exercised in full with respect to all 3,000,000 Option Units, total gross proceeds shall be $230,000,000 and total underwriting compensation shall be $12,650,000 ($4,600,000 upfront plus $8,050,000 deferred).
The division of the upfront underwriting discount and the Deferred Underwriting Commission among the Underwriters shall be in accordance with the Agreement Among Underwriters entered into by the Underwriters, as follows:
(i) Ridgeline Whitfield Securities LLC: seventy-five percent (75%); and
(ii) Halyard Capital Markets Inc.: twenty-five percent (25%).
By way of illustration, in the event that the Over-Allotment Option is exercised with respect to 1,500,000 Option Units (for a total of 21,500,000 Units sold and total gross proceeds of $215,000,000):
•  Upfront underwriting discount: 2.0% × $215,000,000 = $4,300,000
•  Deferred Underwriting Commission: 3.5% × $215,000,000 = $7,525,000
•  Total underwriting compensation: $11,825,000
•  Ridgeline Whitfield Securities LLC share (75%): $8,868,750
•  Halyard Capital Markets Inc. share (25%): $2,956,250
Section 2(d) — Closing
Payment for, and delivery of certificates (or book-entry credits) representing, the Firm Units shall be made at 10:00 a.m. (New York City time) on June 25, 2021 (the "Closing Date"), or at such other time and date as the Representative and the Company may agree upon in writing, but in no event later than five (5) business days after the date of this Agreement. The closing (the "Closing") shall take place at the offices of Calderwood & Harkness LLP, 900 Third Avenue, 28th Floor, New York, New York 10022, or remotely by exchange of documents and wire transfers of funds as the parties may mutually agree.
Payment for the Firm Units shall be made by the several Underwriters by wire transfer of immediately available funds in United States dollars to the account or accounts designated in writing by the Company prior to the Closing Date. Delivery of the Firm Units shall be made through the facilities of The Depository Trust Company ("DTC") in book-entry form, against payment therefor. The Company shall cause to be delivered to the account of the Representative at DTC, or to such other accounts as the Representative may direct, the Firm Units to be sold by the several Underwriters, in such denominations and registered in such names as the Representative may request in writing not later than one (1) full business day prior to the Closing Date.
Section 2(e) — Over-Allotment Closing
In the event that the Over-Allotment Option is exercised in whole or in part, payment for, and delivery of, the Option Units shall occur on a date (the "Option Closing Date") that is no later than two (2) business days after the date on which the Representative delivers written notice of exercise of the Over-Allotment Option to the Company. The Option Closing Date may be the same as the Closing Date or any date thereafter, but in no event later than two (2) business days after the expiration of the Over-Allotment Option period. The payment and delivery mechanics applicable to the Closing described in Section 2(d) above shall apply, mutatis mutandis, to the Option Closing Date.
Upon exercise of the Over-Allotment Option (whether in whole or in part), the following shall occur simultaneously with the Option Closing Date:
(i) The Sponsor shall purchase the additional Private Placement Warrants from the Company at a rate of 0.30 Private Placement Warrants per Option Unit actually purchased by the Underwriters, at a purchase price of $1.50 per Private Placement Warrant, and the proceeds thereof shall be deposited in the Trust Account or used for working capital purposes as described in the Prospectus; and
(ii) An additional $10.00 per Option Unit shall be deposited in the Trust Account, such that the aggregate amount held in the Trust Account following the Option Closing Date shall equal $10.00 multiplied by the total number of public shares issued and outstanding.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SPONSOR
The Company and the Sponsor, jointly and severally, represent and warrant to each of the Underwriters as of the date hereof and as of the Closing Date (and, if applicable, as of any Option Closing Date), as follows:
Section 3(a) — Organization and Good Standing
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware Secretary of State File No. 7319284. 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 has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements (as defined below).
The Sponsor is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Pinnacle Venture Management II LLC is the sole general partner of the Sponsor and has been duly formed, is validly existing, and is in good standing as a limited liability company under the laws of the State of Delaware. The Sponsor has all requisite partnership power and authority to own, lease, and operate its properties and to conduct its business as currently conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.
Section 3(b) — Authorization
The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each of the Ancillary Agreements. As used herein, "Ancillary Agreements" means, collectively, (i) the Trust Agreement, (ii) the Warrant Agreement, (iii) the Letter Agreement, dated as of June 25, 2021, among the Company, the Sponsor, the Representative, and each of the Company's officers and directors (the "Letter Agreement"), (iv) the Registration Rights Agreement, dated as of June 25, 2021, among the Company, the Sponsor, and certain other holders (the "Registration Rights Agreement"), and (v) the Private Placement Warrants Purchase Agreement. All necessary corporate action has been duly and validly taken by the Board of Directors and, to the extent required, the stockholders of the Company to authorize the execution, delivery, and performance of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance and sale of the Units, the issuance of the shares of Class A Common Stock and the Public Warrants comprising the Units, the deposit of funds in the Trust Account, and the entry into each Ancillary Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Sponsor and constitutes the legal, valid, and binding obligation of each of the Company and the Sponsor, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The Sponsor has all requisite partnership power and authority to execute, deliver, and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. All necessary partnership action has been duly and validly taken by the Sponsor, including any required actions by Pinnacle Venture Management II LLC as the sole general partner of the Sponsor, to authorize the execution, delivery, and performance of this Agreement and each of the Ancillary Agreements to which it is a party.
Section 3(c) — No Conflicts
The execution, delivery, and performance by the Company and the Sponsor of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, including the issuance and sale of the Units, will not:
(i) conflict with, or result in a breach or violation of, or constitute a default under, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company (each as in effect on the date hereof and as will be in effect on the Closing Date), or the Agreement of Limited Partnership or any other organizational documents of the Sponsor or Pinnacle Venture Management II LLC;
(ii) conflict with, or result in a breach, violation of, or default under (or an event that, with notice, lapse of time, or both, would constitute a default under), or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company or the Sponsor pursuant to, any agreement, indenture, mortgage, deed of trust, loan or credit agreement, bond, note, contract, franchise, permit, lease, or other instrument or obligation to which the Company or the Sponsor is a party or by which either of them is bound or to which any of their respective properties or assets is subject; or
(iii) result in any violation of any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Company, the Sponsor, or any of their respective properties or assets.
No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, or body, or any securities exchange or self-regulatory organization is required for the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Company or the Sponsor, or the consummation of the transactions contemplated hereby and thereby, except as have been obtained or made under the Securities Act, the Exchange Act, applicable state securities or blue sky laws, the rules and regulations of FINRA, and the listing requirements of Nasdaq.
Section 3(d) — Valid Issuance
The shares of Class A Common Stock included in the Firm Units and the Option Units, when issued, delivered, and paid for in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights. Such shares will be free and clear of all liens, encumbrances, equities, claims, security interests, pledges, charges, and other restrictions of any kind or nature whatsoever, other than restrictions on transfer under applicable federal and state securities laws.
The Public Warrants included in the Units, when issued and delivered in accordance with the terms of the Warrant Agreement and this Agreement, will be duly authorized and validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with the terms of the Warrant Agreement, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights generally, and by general principles of equity.
The Founder Shares have been duly authorized, validly issued, fully paid, and non-assessable and were issued in compliance with all applicable federal and state securities laws.
The authorized capital stock of the Company consists of (a) 110,000,000 shares of Class A Common Stock, par value $0.0001 per share, (b) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (c) 1,000,000 shares of preferred stock, par value $0.0001 per share. As of the date hereof, 5,750,000 shares of Class B Common Stock are issued and outstanding, all of which are held by the Sponsor. No shares of Class A Common Stock, no shares of preferred stock, and no other securities of the Company (other than the Founder Shares and the securities to be issued in connection with the IPO and the transactions contemplated by this Agreement) are issued and outstanding as of the date hereof.
Section 3(e) — Registration Statement and Prospectus
The Registration Statement (Registration No. 333-254891) and each amendment thereto complied, when filed with the SEC and at the time the SEC declared the Registration Statement effective, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement did not, as of its effective date (May 24, 2021), and does not, as of the date hereof, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.
The Prospectus, as of its date and as of the date hereof, does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus filed as part of the Registration Statement or filed pursuant to Rule 424 under the Securities Act, as of its date, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations, and did not, as of its date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The representations and warranties set forth in this Section 3(e) do not apply to any statements or omissions made in the Registration Statement, any preliminary prospectus, or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter expressly for use therein (the "Underwriter Information"), it being understood and agreed that the Underwriter Information is limited to the information described in Section 6(b) hereof.
Section 3(f) — Compliance with Securities Act and Exchange Act
The Company has complied in all material respects with all requirements of the Securities Act and the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder, applicable to the registration, offering, sale, and delivery of the Units and the securities comprising the Units. Without limiting the generality of the foregoing, the Company has filed a Registration Statement on Form 8-A (filed with the SEC on June 22, 2021) under the Exchange Act to register the Class A Common Stock and the Public Warrants under Section 12(b) of the Exchange Act, and such Registration Statement on Form 8-A has become effective.
Section 3(g) — No Material Adverse Change
Since the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business, assets, operations, properties, or prospects of the Company, whether or not arising from transactions in the ordinary course of business (a "Material Adverse Change"), (b) there have been no transactions entered into by the Company that are material to the Company, other than those in the ordinary course of business and as described in the Registration Statement and the Prospectus, and (c) there has been no dividend or distribution of any kind declared, paid, or made by the Company on any class of its capital stock.
Section 3(h) — Absence of Undisclosed Liabilities
The Company has no liabilities or obligations, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, not disclosed or adequately provided for in the Registration Statement and the Prospectus, that are, individually or in the aggregate, material to the Company.
Section 3(i) — Tax Matters
The Company has been and is in compliance in all material respects with all applicable tax laws of all jurisdictions in which the Company is subject to taxation. The Company has filed or caused to be filed all federal, state, local, and foreign tax returns required to have been filed and has paid or made adequate provision for the payment of all taxes shown thereon as due, including any interest, additions to tax, or penalties applicable thereto. The Employer Identification Number of the Company is 86-3194507. The Employer Identification Number of the Sponsor is 83-2671048. There are no pending or, to the knowledge of the Company or the Sponsor, threatened assessments, claims, audits, or other actions with respect to taxes of the Company. The Company has not received any notice from any taxing authority asserting a claim for unpaid taxes.
Section 3(j) — Investment Company Status
The Company is not, and after receipt of payment for the Units and the application of the proceeds therefrom as described in the Prospectus (including the deposit of funds in the Trust Account) will not be, an "investment company," an entity "controlled" by an "investment company," or an "investment adviser" within the meaning of the Investment Company Act. The Company intends to conduct its activities, and has been and will be advised so as to ensure that it will not be deemed an investment company or an entity controlled by an investment company under the Investment Company Act. The Company intends to invest the funds held in the Trust Account solely in Permitted Investments as defined in the Trust Agreement. The Company intends to consummate its initial business combination within the time frame specified in its Amended and Restated Certificate of Incorporation and the Trust Agreement, such that the Company will not be required to register as an investment company under the Investment Company Act.
Section 3(k) — ERISA
The Company does not maintain, sponsor, contribute to, or have any obligation to contribute to, and has never maintained, sponsored, contributed to, or had any obligation to contribute to, any "employee benefit plan" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"). The Company has no employees and has not adopted any employee benefit plans.
Section 3(l) — Anti-Corruption / FCPA
Neither the Company, nor the Sponsor, nor any of their respective directors, officers, agents, employees, or other persons acting on behalf of the Company or the Sponsor has, directly or indirectly, (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law, or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment to any foreign or domestic government official or employee. The Company and the Sponsor have instituted and maintain policies and procedures designed to ensure continued compliance with the FCPA and other applicable anti-bribery and anti-corruption laws.
Section 3(m) — Sanctions and Anti-Money Laundering
The Company and the Sponsor are, and have been, in compliance in all material respects with all applicable U.S. economic sanctions laws and regulations, including those administered and enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, and the U.S. Department of Commerce (collectively, "Sanctions"). Neither the Company nor any of its directors, officers, employees, or, to the knowledge of the Company, any of its agents or other persons acting on its behalf, is currently the subject or target of any Sanctions or is located, organized, or resident in a country or territory that is the subject of comprehensive Sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) (each, a "Sanctioned Country"), or is a person or entity on the Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, or any other Sanctions-related list maintained by OFAC (each, a "Sanctioned Person"). The Company will not, directly or indirectly, use the proceeds from the sale of the Units, or lend, contribute, or otherwise make available such proceeds, to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities of any Sanctioned Person or any person in any Sanctioned Country, or in any other manner that would result in a violation of Sanctions by any person.
The Company and the Sponsor are in compliance in all material respects with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act"), and the anti-money laundering rules and regulations administered by FINRA.
Section 3(n) — Trust Account
The Trust Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when duly executed and delivered by each of the parties thereto, will constitute a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights generally, and by general principles of equity. No funds other than those described in the Registration Statement and the Prospectus will be deposited in the Trust Account. The description of the Trust Account and the Trust Agreement in the Registration Statement and the Prospectus is accurate and complete in all material respects.
The Business Combination Deadline, as described in the Trust Agreement and the Company's Amended and Restated Certificate of Incorporation, is eighteen (18) months from the Closing Date (December 25, 2022), which may be extended to twenty-four (24) months from the Closing Date (June 25, 2023) upon the deposit by the Company (or the Sponsor or their designees) of the applicable extension payment into the Trust Account, as described in Section 2(b) hereof and in the Trust Agreement.
Section 3(o) — FINRA Matters
The Company has provided the Representative with all information requested by FINRA and the Representative's counsel, Whitmore & Caldwell LLP, 100 Federal Street, 32nd Floor, Boston, Massachusetts 02110, Attention: Garrett Doyle, Partner, in connection with FINRA's review of the underwriting terms and arrangements relating to the IPO. All information provided by the Company to FINRA in connection with such review is true, complete, and correct in all material respects. No officer, director, or, to the Company's knowledge, beneficial owner of five percent (5%) or more of any class of the Company's outstanding securities has any affiliation or association with any FINRA member (as determined in accordance with FINRA's rules and regulations), except as disclosed in the Registration Statement and the Prospectus.
Section 3(p) — Intellectual Property
Not applicable. The Company is a blank check company with no operations, and does not own or license any intellectual property.
Section 3(q) — Litigation
There are no legal, governmental, administrative, or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries, or proceedings pending or, to the knowledge of the Company or the Sponsor, threatened against or affecting the Company or the Sponsor or any of their respective properties, that (i) are required to be described in the Registration Statement or the Prospectus and are not so described, or (ii) if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Change or would materially and adversely affect the ability of the Company or the Sponsor to perform their respective obligations under this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. Neither the Company nor the Sponsor is a party to or subject to the provisions of any injunction, judgment, decree, or order of any court, regulatory body, administrative agency, or other governmental body that would reasonably be expected to have a Material Adverse Change.
Section 3(r) — Insurance
The Company has obtained directors' and officers' liability insurance from Northpoint Specialty Insurance Co. (policy number NSI-SPD-210603), with an aggregate coverage limit of $10,000,000, effective as of June 22, 2021 (the "D&O Policy"). The D&O Policy provides coverage for the Company's directors and officers with respect to claims arising out of their service in such capacities. The D&O Policy is in full force and effect as of the date hereof, all premiums due thereon have been paid, and the Company has not received any notice of cancellation or non-renewal with respect thereto.
Section 3(s) — Independent Auditor
Trask, Worthington & Giordano LLP ("TWG"), located at 600 Montgomery Street, Suite 1800, San Francisco, California 94111 (PCAOB Registration ID: 6241), which has audited the financial statements of the Company included in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company as required by the Securities Act, the Rules and Regulations, and the rules of the Public Company Accounting Oversight Board (United States) ("PCAOB"). TWG has not, during the periods covered by the financial statements included in the Registration Statement and the Prospectus, provided the Company with any non-audit services that would impair its independence under the applicable rules of the SEC or the PCAOB.
Section 3(t) — Internal Controls and Financial Statements
The financial statements of the Company included in the Registration Statement and the Prospectus, together with the related notes and schedules thereto, present fairly, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated, in conformity with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The supporting schedules, if any, included in the Registration Statement present fairly, in all material respects, the information required to be stated therein. No other financial statements or data are required by U.S. GAAP or the Rules and Regulations to be included in the Registration Statement or the Prospectus.
The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management's general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management's general or specific authorization, and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of the latest audited financial statements included in the Registration Statement, there has been no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
SECTION 4. COVENANTS OF THE COMPANY AND THE SPONSOR
The Company and the Sponsor, jointly and severally, covenant and agree with each of the Underwriters as follows:
Section 4(a) — Prospectus Delivery
The Company will deliver, or cause to be delivered, copies of the Prospectus (including any amendments or supplements thereto) to the Underwriters and dealers in such quantities and at such locations as the Representative may from time to time reasonably request, in sufficient time and in sufficient quantities to comply with the requirements of Rule 172 under the Securities Act or any other applicable rules and regulations. The Company has engaged Donnovan Financial Printers Inc., located at 55 Water Street, Suite 700, New York, New York 10041, to serve as the financial printer and EDGAR filing agent for the Registration Statement, the Prospectus, and any amendments or supplements thereto, and the Company will maintain such engagement at least until the completion of the distribution of the Units. The Company will furnish to the Representative, without charge, up to such number of signed copies of the Registration Statement (including exhibits thereto) and of each amendment and supplement thereto as the Representative may reasonably request.
Section 4(b) — Amendments and Supplements
During the period commencing on the date hereof and ending on the later of (i) the Closing Date (or any Option Closing Date) and (ii) the date on which the Prospectus is no longer required by law to be delivered in connection with sales of the Units by the Underwriters or dealers (the "Prospectus Delivery Period"), the Company will not file any amendment to the Registration Statement or any supplement to the Prospectus unless a copy of such proposed amendment or supplement has been submitted to the Representative and the Representative's counsel, Whitmore & Caldwell LLP, a reasonable time (but in no event less than forty-eight (48) hours) prior to the filing thereof, and the Company will not file any such proposed amendment or supplement to which the Representative reasonably objects in writing. The Company will promptly advise the Representative of the filing of any amendment or supplement and of the institution by the SEC of any stop order proceedings in respect of the Registration Statement or of any notification of the SEC objecting to the use of the Registration Statement.
If at any time during the Prospectus Delivery Period any event shall occur or condition exist as a result of which the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary or advisable during such period to amend or supplement the Prospectus, the Company will promptly notify the Representative and, upon the request of the Representative, will prepare and file with the SEC an amendment or supplement to the Prospectus that will correct such statement or omission or effect such compliance.
Section 4(c) — Use of Proceeds
The Company will apply the net proceeds from the sale of the Units as described in the Prospectus under the caption "Use of Proceeds," including the deposit of at least $10.00 per public share into the Trust Account. No proceeds from the Trust Account shall be released to or used by the Company for working capital or any other purpose prior to the consummation of the Company's initial business combination, except as expressly permitted by the Trust Agreement and the Company's Amended and Restated Certificate of Incorporation, including for the payment of taxes, the extension deposit (if applicable), and up to $100,000 in interest for dissolution expenses.
Section 4(d) — Listing
The Company will use its commercially reasonable efforts to effect and maintain the listing of the Units, the shares of Class A Common Stock, and the Public Warrants on the Nasdaq Capital Market, and to comply with all listing requirements and standards applicable thereto, for so long as any of such securities are outstanding. The Company will promptly notify the Representative if it receives any notification from Nasdaq regarding any potential deficiency or non-compliance with Nasdaq listing requirements.
Section 4(e) — Trust Account
The Company will cause the Trust Amount (consisting of $10.00 per public share from the net proceeds of the IPO and from proceeds of the sale of the Private Placement Warrants, together with the Deferred Underwriting Commission) to be deposited in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and, if applicable, on any Option Closing Date. The Company will not amend, modify, or waive any provision of the Trust Agreement, or consent to any departure therefrom, without the prior written consent of the Representative, other than amendments, modifications, or waivers that are administrative or ministerial in nature and do not adversely affect the amount, timing, or conditions of any payment from the Trust Account to the holders of public shares or the Representative (on behalf of the Underwriters).
Section 4(f) — Stabilization
The Company will not take, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result in the stabilization or manipulation of the price of any security of the Company in contravention of the provisions of Regulation M under the Exchange Act or any other applicable rule or regulation. The Company acknowledges that the Underwriters may engage in certain stabilization activities as described in Section 6(a) hereof, and the Company will cooperate with the Representative in connection therewith to the extent permitted by applicable law.
Section 4(g) — Blue Sky Compliance
The Company will cooperate with the Representative and its counsel in qualifying or registering (or obtaining exemptions from the qualification or registration of) the Units, the shares of Class A Common Stock, and the Public Warrants for offer and sale under the applicable securities or blue sky laws of such states and other jurisdictions of the United States as the Representative may reasonably request, and will continue such qualifications or registrations in effect for so long as may be required for the distribution of the Units. The Company shall not be required, however, to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general service of process or taxation in any jurisdiction in which it is not now so subject.
Section 4(h) — Reporting Obligations
The Company will comply with all applicable reporting and filing obligations under the Exchange Act, including, without limitation, the timely filing of all reports required under Sections 13(a) and 15(d) of the Exchange Act, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, for so long as the Company is subject to such reporting requirements. The Company will furnish to the Representative copies of all such reports simultaneously with their filing with the SEC.
Section 4(i) — Insider Lock-Up and Transfer Restrictions
The Company will cause each of its officers and directors, and the Sponsor, to execute and deliver the Letter Agreement, dated as of June 25, 2021, containing insider lock-up and transfer restrictions as described therein and in the Registration Statement and the Prospectus. Without limiting the generality of the foregoing, the Letter Agreement will provide that:
(i) The Founder Shares held by each such insider and the Sponsor shall be locked up and may not be sold, assigned, or transferred (except for certain permitted transfers described in the Letter Agreement) until the earlier of (A) one (1) year after the date of the consummation of the Company's initial business combination and (B) the date on which the closing price of the Class A Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least one hundred fifty (150) days after the date of the initial business combination; and
(ii) The Private Placement Warrants held by each such insider and the Sponsor, and the shares of Class A Common Stock underlying such Private Placement Warrants, shall be locked up and may not be sold, assigned, or transferred for a period of thirty (30) days after the date of the consummation of the Company's initial business combination.
Section 4(j) — Business Combination Timeline
The Company will use its commercially reasonable efforts to identify a suitable target business and consummate an initial business combination within eighteen (18) months from the Closing Date (by December 25, 2022), which deadline may be extended to twenty-four (24) months from the Closing Date (June 25, 2023) upon the deposit by the Company (or the Sponsor or their designees) of the applicable extension payment of $2,150,000 into the Trust Account in accordance with the terms of the Trust Agreement and the Company's Amended and Restated Certificate of Incorporation.
If the Company fails to consummate an initial business combination by the applicable Business Combination Deadline, the Company will:
(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 after the Business Combination Deadline, redeem one hundred percent (100%) of the outstanding public shares for a per share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish such holders' rights as stockholders (including the right to receive further liquidation distributions, if any);
(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 the Company in accordance with applicable law; and
(iv) file a certificate of dissolution with the Secretary of State of the State of Delaware and a Form 15 with the SEC to terminate the Company's reporting obligations under the Exchange Act.
Section 4(k) — Registration Rights
The Company will, on or prior to the Closing Date, enter into the Registration Rights Agreement, dated as of June 25, 2021, with the Sponsor and certain other holders party thereto, providing demand registration rights, piggyback registration rights, and short-form registration rights for Registrable Securities (as defined in the Registration Rights Agreement), in each case subject to the terms and conditions set forth in the Registration Rights Agreement.
Section 4(l) — No Engagement with Target Prior to Definitive Agreement
The Sponsor agrees, and will cause each insider (as defined in the Letter Agreement) to agree, not to negotiate or enter into any agreement, arrangement, or understanding with any prospective target business regarding a potential initial business combination, and not to have any discussions with any prospective target business regarding any financial or other terms of a potential initial business combination, unless and until the Company has entered into a definitive agreement with respect to such initial business combination. The Sponsor further agrees that neither the Sponsor nor any of its affiliates will engage in or participate in any negotiations, discussions, or agreements relating to a potential business combination on behalf of the Company without the prior knowledge and consent of the Company's Board of Directors.
SECTION 5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS
The obligations of the several Underwriters to purchase and pay for the Firm Units on the Closing Date, and the Option Units on any Option Closing Date (if the Over-Allotment Option is exercised), are subject to (i) the accuracy of the representations and warranties of the Company and the Sponsor contained herein as of the date hereof, as of the Closing Date, and, if applicable, as of any Option Closing Date (with the same effect as if made on and as of such date), (ii) the due performance by the Company and the Sponsor of their respective obligations hereunder to be performed at or prior to the Closing Date or Option Closing Date, as applicable, and (iii) the satisfaction of each of the following additional conditions:
Section 5(a) — Effectiveness of Registration Statement
The Registration Statement (Registration No. 333-254891) shall have been declared effective by the SEC and shall remain in full force and effect. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and no proceedings for that purpose shall have been instituted, threatened, or contemplated by the SEC. If the Company has elected to rely upon Rule 462(b) under the Securities Act to register additional securities, any registration statement filed pursuant to Rule 462(b) shall have become effective by the time of the Closing Date. Any request of the SEC for inclusion of additional information in the Registration Statement or the Prospectus, or for additional information with respect thereto, shall have been complied with to the reasonable satisfaction of the Representative.
Section 5(b) — Issuer's Counsel Opinion and 10b-5 Letter
The Representative shall have received from Calderwood & Harkness LLP, counsel for the Company and the Sponsor, with offices at 900 Third Avenue, 28th Floor, New York, New York 10022, Attention: Jennifer Kwon, Partner:
(i) A written legal opinion, dated the Closing Date (or the Option Closing Date, as applicable), addressed to the Underwriters, covering the following matters: (A) the due incorporation and valid existence of the Company as a corporation in good standing under the laws of the State of Delaware; (B) the corporate power and authority of the Company to execute, deliver, and perform its obligations under this Agreement and the Ancillary Agreements and to issue the Units and the securities comprising the Units; (C) the due authorization by the Company of this Agreement and the A

UNDERWRITING AGREEMENT

SECTION 1. THE OFFERING

SECTION 2. PURCHASE PRICE AND PAYMENT

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SPONSOR

SECTION 4. COVENANTS OF THE COMPANY AND THE SPONSOR

SECTION 5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS

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