Pinnacle Acquisition Corp

424B4 priced

Price $10.00 · 20,000,000 shares · Gross proceeds $200,000,000

EFFECT effective

8-A12B effective

CERT inactive

S-1/A amended

Pinnacle Acquisition Corp's S-1/A filing details its initial public offering (IPO) structure, focusing on founder shares, conversion mechanisms, and risk factors. The offering includes 20 million units (up to 23 million with over-allotment) at $10.00 per unit, each containing a Class A share and a right to 1/8 of a Class A share. Founder shares (5,750,000 Class B) convert to Class A at a ratio adjusted for anti-dilution, potentially causing significant dilution. The sponsor receives compensation including shares, private placement units, and advisory fees, with lock-up agreements for founders and directors. The filing highlights risks related to dilution, sponsor profits, and governance as a controlled company.

S-1 filed

Pinnacle Acquisition Corp, a Special Purpose Acquisition Company (SPAC), is conducting an IPO to raise capital for a potential business combination. The offering includes 20 million units (up to 23 million with underwriters' option), each comprising one Class A ordinary share and a right to receive 1/8 of a Class A share upon a business combination. The company is structured as a Cayman Islands exempted company with tax exemptions and is classified as an 'emerging growth company' under the JOBS Act, qualifying for reduced disclosure requirements. The sponsor, PAC Sponsor, LLC, holds founder shares subject to forfeiture based on underwriters' option exercise. Lock-up agreements restrict share transfers for 180 days, with potential board amendments to transfer restrictions post-combination.

DRS filed