Extract to table

Conditions to Closing The obligations of each of Pinnacle, Merger Sub, and Skybridge to consummate the Business Combination are subject to the satisfaction or waiver of certain mutual closing conditions, including: (a) the Registration Statement on Form S-4 (the "Registration Statement") relating to the Business Combination shall have been declared effective by the U

Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (b) the Business Combination and the transactions contemplated by the BCA shall have been approved by the shareholders of Pinnacle at an extraordinary general meeting of shareholders (the "Extraordinary General Meeting") by ordinary resolution, requiring a simple majority of the votes cast by the holders of Pinnacle's ordinary shares present in person or by proxy at the Extraordinary General Meeting; (c) no governmental authority shall have enacted, issued, promulgated, enforced, or entered any order, injunction, decree, or law that is in effect and that has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination; (d) the shares of Class A common stock of SFH to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, subject only to official notice of issuance; and (e) no material adverse effect shall have occurred with respect to Skybridge since the date of the BCA that is continuing as of immediately prior to the Closing

2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing

01 is not intended to, and shall not, constitute a determination or admission that the information contained in Exhibit 99

No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom

This communication is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination, and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Pinnacle, Skybridge, or SFH