Pinnacle Acquisition Corp
Filed Jul 22, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Jul 22, 2026
Contents
CAPITALIZATION
The following table sets forth our capitalization at March 31, 2026, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the sale of the private placement units and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the representative of the over-allotment option:
| Actual | As Adjusted | |
|---|---|---|
| Notes payable to related party(1) | $— | $— |
| Advances from related party | 66,591 | — |
| Advisory Fee(2) | — | 6,000,000 |
| Over-allotment liability | — | 158,300 |
| Deferred underwriting commissions(3) | — | 6,000,000 |
| Class A ordinary shares, subject to redemption, 0 and 20,000,000 shares which are subject to possible redemption, actual and as adjusted, respectively(4) | — | 200,000,000 |
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding, actual and as adjusted, respectively | — | — |
| Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 225,000 shares issued and outstanding, actual and as adjusted, respectively | — | 23 |
| Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 0 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(5) | — | 500 |
| Additional paid-in capital | — | — |
| Accumulated deficit(6) | (11,944) | (11,145,767) |
| Total shareholders’ deficit | (11,944) | (11,145,244) |
| Total capitalization | $54,647 | $201,013,056 |
(1) Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of March 31, 2026, we had no borrowings under the promissory note with our sponsor to be used for a portion of the expenses of this offering.
(2) An advisory fee equal to 3% of the gross proceeds raised in the IPO shall be payable to the underwriters upon and subject to the closing of our initial business combination ($6,000,000 in the aggregate or up to $6,900,000 in the aggregate if the underwriters’ over-allotment option is exercised).
(3) Deferred underwriting commissions of up to $6,000,000 shall be payable to the underwriters, with such commissions subject to pro-rata reduction based on the number of Class A ordinary shares redeemed by our public shareholders. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.
(4) Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of taxes), divided by the number of then issued and outstanding public shares, subject to any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. The ordinary shares offered to the public contain redemption rights that make them redeemable by our public shareholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480-10-S99-3A and will be subsequently accreted to their redemption value.
(5) Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriters’ over-allotment option (and related forfeiture of an aggregate of 750,000 founder shares), and excludes the 225,000 private placement shares.
(6) The “As Adjusted” assumes receipt of $25,000 for issuance of the founder shares, which occurred on April 7, 2026.
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