Pinnacle Acquisition Corp

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

• “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering, as amended and/or restated from time to time;

• “we,” “us,” “the company” or “our company” are to Pinnacle Acquisition Corporation, a Cayman Islands exempted company;

• “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time;

• “completion window” are to the period of time ending on the date that is 21 months from the closing of this offering or such earlier date as our board of directors may approve, in which we must complete an initial business combination or such later date by which we must complete an initial business combination as the members may approve pursuant to an amendment to our amended and restated memorandum and articles of association. Our public shareholders can also vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case our public shareholders will be offered an opportunity to redeem their public shares;

• “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in connection with our initial business combination including but not limited to a private placement of equity or debt;

• “founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holders thereof, on aone-for-one basis, subject to adjustment, as described in this prospectus (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

• “initial shareholders” are to our sponsor and any other holders of our founder shares immediately prior to this offering;

• “Investment Company Act” are to the Investment Company Act of 1940, as amended;

• “letter agreement” refers to the agreement to be executed among us, the sponsor, and each of our officers and directors on the date that the registration statement is declared effective, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;

• “management” or our “management team” are to our officers and directors;

• “net of taxes”, with respect to the trust account, are to taxes paid, payable or owed;

• “ordinary resolution” are to a resolution of the company passed by the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively;

• “private placement” are to the private placement of 225,000 units being purchased by our sponsor which will occur simultaneously with the completion of this offering at a purchase price of $10.00 per unit for a total purchase price of $2,250,000;

• “private placement rights” are to our rights underlying the private placement units, which are identical to the public rights, subject to certain exceptions;

• “private placement shares” are to our Class A ordinary shares underlying the private placement units, which are identical to the public shares, subject to certain exceptions;

• “private placement units” are to the units issued to our sponsor in a private placement simultaneously with the closing of this offering, as well as to the units of thepost-business combination entity that may be issued upon conversion of up to $1,500,000 in working capital loans, at the option of the lender;

• “public rights” are to the rights to receiveone-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination, which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “public shareholders” are to the holders of our public shares, including our initial shareholders, management team or advisors to the extent our initial shareholders, members of our management team and/or advisors purchase public shares, provided that each initial shareholder’s, member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

• “public shares” are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “rights” are to the public rights and private placement rights;

• “Santander” and the “representative” are to Santander US Capital Markets LLC, the representative of the underwriters of this offering;

• “SEC” are to the U.S. Securities and Exchange Commission;

• “shares” are to our public shares and private placement shares;

• “SPACs” are to special purpose acquisition companies;

• “special resolution” are to a resolution of the company (a) passed by a vote of at leasttwo-thirds (2/3) (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled, or (b) approved in writing by all of the holders of the issued shares entitled to vote at a general meeting of the company on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

• “sponsor” are to PAC Sponsor, LLC, a Delaware limited liability company which was formed to invest in our company, as further discussed under “Sponsor Information” below; and

• “underwriters’over-allotment option” are to the underwriters’ 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Any forfeiture of shares and all references to forfeiture of shares described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law (that is, an issuance of shares from share premium).

Unless we tell you otherwise, the information in this prospectus assumes that the representative will not exercise theover-allotment option.

Our Company

We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified or selected any potential initial business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential initial business combination target. We intend to focus our efforts on businesses with growth platforms, strong management teams, and opportunities to drive value creation such as the ability to pursue further accretive acquisitions or capital structure optimization. To date, our efforts have been limited to organizational activities and activities related to this offering.

We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop, customer proposition and market position, as well as opportunities that have multiple vectors to create incremental value post-combination. Our management team has decades of experience identifying, acquiring and operating leading companies in the financial institutions sector, and have developed deep industry networks across operating executives, experts, investors and advisors. Our objective is to generate attractive returns for shareholders and enhance value through both operational improvements and new initiatives to organically or inorganically expand the target business we acquire. We expect to favor potential target businesses with certain industry and business characteristics, including long-term growth prospects, strong fundamentals, scaled operations, and a differentiated offering. Although we may merge with an attractive target in any industry, we anticipate focusing primarily on the commercial finance and consumer finance sectors as well as ancillary verticals such as financial technology.

Key Members of Management, Advisors and Director Nominees

Our Chief Executive Officer and Chairman, Steven K. Hudson, is a highly accomplished entrepreneur, senior executive, and investor with extensive experience in leading new business initiatives and achieving growth objectives with some of the world’s leading finance companies.

He has a distinguished track record across several business sectors with extensive expertise in the global financial and capital markets. Mr. Hudson is the former Chief Executive Officer of ECN Capital Corp. (“ECN Capital”), an originator and manager of prime credit assets, specializing in manufactured housing as well as recreational vehicle and marine loans. Previously, Mr. Hudson served for five years as the Chief Executive Officer of Element Financial Corporation (“Element”). Under Mr. Hudson’s leadership, Element’s assets increased from just over $400 million to more than $24 billion, establishing it as North America’s largest independent equipment finance company and as one of the largest fleet management companies in the world.

In 1984, Mr. Hudson founded Newcourt Credit Group (“Newcourt”), a non-bank financial services company that provided financing for large-scale equipment leasing deals. Under his leadership as CEO, Newcourt rapidly expanded operations beyond Canada and accelerated revenue growth from CAD $12 million in 1992 to CAD $64 million in 1996. Newcourt pursued a series of acquisitions to enhance their capabilities and geographic presence, including the acquisitions of Commcorp Financial Services Inc., CIBC’s leasing arm, Business Technology Finance, a division of Lloyds Bank PLC, and AT&T Capital Inc. Newcourt grew to become a worldwide leader in equipment and asset finance with owned and managed assets exceeding CAD $36 billion prior to its sale to CIT Group in 1999.

We believe that these experiences demonstrate Mr. Hudson’s strong ability to rapidly scale financial services platforms through his expertise in structuring financing solutions and growing originations, as well as his ability to source, target, and integrate acquisitions to further bolster his platform.

Mr. Hudson is an active community leader and philanthropist, including serving as a significant donor to St. Michael’s Centre for Urban Health Solutions as well as being named a World Fellow by the Duke of Edinburgh’s International Award Foundation. He has served as a board member on numerous organizations, including CHC Helicopter Corporation, First International Asset Management, Altamira Investment Services and AGRA.

Mr. Hudson graduated from York University in 1981 with an Honors Bachelor of Business Administration degree and received his Fellowship with the Institute of Chartered Accountants of Ontario in 2000. In 1996, Mr. Hudson received the Ernst and Young Entrepreneur of the Year award and was named one of Canada’s Top 40 Under 40.

Jack Schneider, our Chief Financial Officer, has been the Chief Operating Officer/Chief Financial Officer of Pinnacle Advisory Inc., an investment management and operating company focused on private wealth enterprises, since February 2021. He oversees financial strategy, operations, capital allocation, and business development across the firm’s investment activities. Prior to Pinnacle Advisory, Mr. Schneider served as a Chief Financial Officer and Chief Operating Officer consultant to companies in the manufacturing, medical device, and real estate sectors, advising on financial structuring, international expansion, operational strategy, and capital raising initiatives. From May 2002 to February 2015, Mr. Schneider served as Chief Financial Officer and General Counsel of Great White Shark Enterprises, Inc., the wholly owned business enterprise of professional golfer Greg Norman, where he managed the financial, legal, operational, and administrative functions of a diverse portfolio of domestic and international businesses. Earlier in his career, he worked at Ernst & Young as a Senior Tax Manager specializing in corporate taxation, business structuring, and strategic tax planning from 1991 to 2002. Prior to that, he also held positions with Merrill Lynch, U.S. Securities and Exchange Commission, Coopers & Lybrand, and the New York State Attorney General’s Office. Mr. Schneider earned a Juris Doctor from Brooklyn Law School and a Bachelor of Science degree from Lehigh University. He is admitted to practice law in New York, Florida, and New Jersey.

Paul Stoyan, our director nominee, serves as the Chief Executive Officer and Chair of Gardiner Roberts LLP, a Canadian law firm. Mr. Stoyan currently serves on the board of directors of Enghouse Systems Limited (TSX: ENGH), where he is the chair of the corporate governance committee. He served as a director and is the former vice-chair of the board of directors of the Alcohol and Gaming Commission of Ontario, having been appointed to the agency’s board in July 2021 and designated as vice-chair in September 2023. Mr. Stoyan previously served as a director of Open Text Corporation (Nasdaq/TSX: OTEX) from 1999 to 2017, and has served as a director of ECN Capital Corp. (formerly Element Financial Corporation) since October 2016. Mr. Stoyan holds a Bachelor of Laws (LL.B.) and a Bachelor of Arts from the University of Toronto, and holds the professional independent director designation (ICD.D) from the Institute of Corporate Directors.

Karen Martin, our director nominee, has served as an independent director and chair of the audit committee of the board of directors of Propel Holdings Inc. (TSX: PRL), a financial technology company, since 2021. Ms. Martin is also an independent director and chair of the audit committee of the board of directors of ECN Capital Corp., a specialty finance company, an independent director and chair of the audit committee of the board of directors of Real Matters Inc. (TSX: REAL), a network management services platform for the mortgage and insurance industries, and a director and member of the audit committee of MCAN Mortgage Corporation (TSX: MKP), a mortgage investment corporation. Ms. Martin served in senior executive management, treasury and finance positions in growing and complex public and private financial services companies for over 35 years. Ms. Martin’s roles included Interim Chief Financial Officer of NorthWest Healthcare Properties REIT (TSX:NWH) (2023/2024); EVP & Treasurer (2012 – 2019) at Element Fleet Management (TSX:EFN). Roles also included Chief Financial Officer at Xceed Mortgage from 2002 to 2010 and Treasurer at Canadian Imperial Bank of Commerce from 2000 to 2002. Ms. Martin is a Chartered Financial Analyst (CFA) and a Chartered Professional Accountant (CPA), and holds the professional independent director designation (ICD.D) from the Institute of Corporate Directors and the University of Toronto’s Joseph L. Rotman School of Management. Ms. Martin earned her Bachelor’s degree in finance and economics from the University of Western Ontario.

Andrew Rechtschaffen, our director nominee, founded AREX Capital Management, LP (“AREX”) in October 2017 and serves as its Chief Executive Officer. AREX is a value-oriented investment firm based in New York City and takes a long-term, opportunistic approach to investing and focuses primarily on publicly traded companies with significant, unrealized potential. Prior to AREX, Mr. Rechtschaffen was with Greenlight Capital LP from 2011 through 2017, where he became a partner in 2014. Earlier, he was the founder and portfolio manager of Obrem Capital Management LLC from 2008 until 2010, a managing director in the Principal Strategies Group at Citadel Investment Group LLC from 2005 until 2006, and with Greenlight Capital LP from 2002 through 2005, where he became a Partner in 2005. Mr. Rechtschaffen started his career as an Associate in Morgan Stanley’s Investment Banking Division. Mr. Rechtschaffen graduated from the Wharton School at the University of Pennsylvania, summa cum laude, with a Bachelor of Science degree and an MBA.

Take Share/Make Share Strategy

Mr. Hudson has a successful track record of implementing a take share/make share strategy across various companies. Under his take share strategy, he has demonstrated consistent market share gains by displacing incumbent financing providers which has resulted in volume growth, ticket size expansion and exclusive financing partnerships. Under his make share strategy he has proven his ability to design and launch financing programs that make new market share such as introducing a financing program into an untapped dealer channel which created a competitive edge and grew origination volume.

Our Business Strategy

We intend to partner with the management and owners of high-quality companies seeking an alternative to a traditional initial public offering (“IPO”). We will use our experience in sourcing transactions and due diligence to identify and negotiate a combination with an enduring business. The traditional IPO process entails significant preparation, commitment of time and resources and entails meaningful uncertainty. As a result, management and owners are searching for viable public market alternatives. We believe that the combined experience of our management, members of our board of directors represents a compelling alternative combined with the potential for long-term value creation.

Over the course of their careers, the members of our management team and their affiliates have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of opportunities. This network has been developed through both investing and operating experience across a broad range of sectors, including commercial finance and related businesses.

In particular, we believe that commercial finance, consumer finance and ancillary opportunities are amongst the most attractive segments in financial services ecosystem. Driven by favorable macro tailwinds, including bank and private equity driven acquisitions, capital market liquidity and credit events — we believe that our sponsor group and management team is uniquely positioned to identify and execute a successful transaction.

Growth in commercial and consumer finance. The commercial and consumer finance markets continue to evolve as businesses and households seek flexible, technology-enabled access to capital. In commercial finance, demand is supported by working capital, equipment investment, supply-chain needs and non-bank lending solutions. In consumer finance, durable categories such as auto, cards, personal loans and installment lending continue to anchor demand. The Federal Reserve’s Financial Stability Report highlights the continued importance of both business and household credit, while TransUnion’s 2025 Credit Industry Insights Report points to stabilization and measured growth across consumer credit categories.

Importance of scaled specialty finance platforms. Specialty finance platforms play a critical role by providing targeted credit solutions that may not be fully addressed by traditional banking channels. In commercial finance, these platforms help companies manage liquidity, fund growth and finance productive assets. In consumer finance, they support household borrowing needs across secured and unsecured products. We believe scaled platforms with diversified origination, disciplined underwriting and stable funding are best positioned to navigate credit cycles.

Technology adoption. Data, automation and digital distribution are reshaping both commercial and consumer lending. Advanced analytics, automated decisioning and digital servicing can improve underwriting, reduce friction and enhance portfolio monitoring. McKinsey’s Global Banking Annual Review highlights technology, productivity and long-term value creation as central strategic issues for financial institutions, reinforcing the opportunity for platforms that can convert technology investment into better risk-adjusted growth.

Shift toward diversified lending models. Historically, many finance companies focused on a single product, borrower segment or asset class. Increasingly, scaled platforms are building diversified models across multiple lending verticals, funding channels and distribution partners. A platform spanning commercial and consumer finance can benefit from broader market reach, more resilient earnings and more efficient capital allocation across cycles.

Integrated capital and risk management. We believe value can be created by applying disciplined capital allocation across a diversified finance platform. Commercial and consumer finance have different duration, collateral, risk and funding characteristics, creating opportunities to optimize portfolio mix. Reports from the Equipment Leasing & Finance Foundation also underscore the continued relevance of equipment finance to business investment and broader economic activity.

Ancillary opportunities. The commercial and consumer finance ecosystem also creates adjacent growth opportunities in loan servicing, payments, insurance, embedded finance, dealer and merchant partnerships, receivables finance and capital markets execution. By leveraging established customer relationships, origination channels, underwriting capabilities and funding partnerships, a scaled platform can deepen its role across the credit value chain while pursuing incremental revenue streams.

Acquisition Criteria

Consistent with our business strategy, we have developed the following general, non-exclusive investment criteria and guidelines that we believe are important and plan to use when screening for and evaluating target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We will seek to acquire a business that:

• Large and growing market. We will focus on opportunities in the commercial finance, consumer finance or adjacent industries that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential;

• Strong management teams. We will spend significant time assessing a company’s leadership and personnel and evaluating what we can do to augment or upgrade the team over time if needed;

• Strong fundamentals. We will seek to acquire a leading business (or collection of businesses) with strong business fundamentals, intrinsic brand value and a seasoned executive leadership;

• Public-market scale. We will focus on opportunities that are currently operating at scale and that are prepared to make the transition to the public markets;

• Ability to deploy capital. We will seek to merge with a business that can benefit from pursuing a strategy of accretive acquisitions or more efficient capital allocation that can leverage access to public capital, operational expertise and financial insights;

• Appropriate valuations. We will seek to identify businesses that we believe exhibit unrecognized value or other characteristics that we believe provide significant upside potential with limited downside risk.

• Network utilization. We will focus on companies that can utilize and leverage the extensive networks and insights that we, members of our board of directors have built across a broad range of industries and sectors;

• Value creation opportunities. We will seek to identify businesses that we believe are stable but at an inflection point and would benefit from our additional management expertise, ability to drive operational improvements, capital structure optimization, including by assisting the company in accessing the capital markets and any other financing sources;

• Differentiated products or services. We will focus on businesses whose products or services are differentiated or where we see an opportunity to create value by implementing best practices; and

• Unrecognized value. We will seek to identify businesses that we believe exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, or that we believe have been misevaluated by the marketplace based on our analysis and due diligence review.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we find an opportunity that does not meet the above general criteria and guidelines but that has characteristics that we believe to be compelling, we would pursue such opportunity and disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Acquisition Process

In evaluating a prospective target business, we expect to conduct a due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews, market surveys, consultant studies and inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our management team’s operational and capital allocation experience.

We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking or another independent entity that commonly renders valuation opinions that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view.

Steven K. Hudson, our Chief Executive Officer and Chairman, is bound by non-compete provisions contained in his retirement agreement entered into with ECN Holdings (US) Corp. (“ECN Holdings”), which provisions are in effect for eighteen months from April 28, 2026, and which prohibit Mr. Hudson from performing services for a competing business, or establishing, controlling, owning a beneficial interest in, or otherwise being commercially involved in any endeavor, activity or business in North America (the “Covered Activities”), that competes with the business of ECN Holdings, which is the provision in the United States of secured consumer loans and commercial (floorplan and rental) loans to finance manufactured homes and secured consumer loans to finance marine boats and recreational vehicles (“Covered Businesses”). We do not believe that these restrictions will materially impair our search for a business combination target. See “Risk Factors — Risks Relating to our Management Team — Steven K. Hudson, our Chief Executive Officer and Chairman, is party to a certain agreement that will limit the types of companies that we can target for an initial business combination, which could limit our prospects for an initial business combination.”

Members of our management team, including our independent directors, will directly or indirectly own founder shares and/or private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor have they had any substantive discussions regarding possible target businesses among themselves or with the underwriters or other advisors. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which they have then-current fiduciary or contractual obligations, they will honor their fiduciary or contractual obligations to present such opportunity to such entity (unless such opportunity was presented to them solely in their capacity as officers or directors of our company and it is an opportunity our company is able to complete on a reasonable basis). Such other fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our business combination. Our amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer on the one hand, and us, on the other; or (b) the presentation of which would breach an existing legal obligation of a director or an officer to any other entity.

Many potential targets for SPACs have already entered into an initial business combination, and there are numerous SPACs preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination. In addition, because there are numerous SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons,

such as economic or industry sector downturns (including a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors or at all.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, voting together as a single class. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until the date that is 21 months from the closing of this offering, or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such time period and we wish to further extend the date by which we must consummate our initial business combination, we will seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination, and holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes), divided by the number of then issued and outstanding public shares, subject to applicable law. There are no limitations as to the duration of an extension or the number of times the completion window may be extended by shareholders via an amendment to our amended and restated memorandum and articles of association; however, such amendment to our amended and restated memorandum and articles of association may include limitations on the duration of the extension, the number of possible extensions, requirements for additional payments to the trust in connection with an extension and other potential terms for consideration by our shareholders. There is no limit on the number of extensions that we may seek or the length of any such extensions; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement units have no value to the holder.

If we are unable to complete our initial business combination within 21 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes and less up to $100,000 of interest income to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the representative exercises the over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Steven K. Hudson, our Chief Executive Officer and Chairman, is bound by non-compete provisions contained in his retirement agreement entered into with ECN Holdings, which provisions are in effect for eighteen months from April 28, 2026, and which prohibit Mr. Hudson from engaging in Covered Activities for Covered Businesses. We do not believe that these restrictions will materially impair our search for a business combination target. See “Risk Factors — Risks Relating to our Management Team — Steven K. Hudson, our Chief Executive Officer and Chairman, is party to a certain agreement that will limit the types of companies that we can target for an initial business combination, which could limit our prospects for an initial business combination.”

Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 21 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement units may have no value to the holder, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor,

executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity (unless such opportunity was presented to them solely in their capacity as officers or directors of our company and it is an opportunity our company is able to complete on a reasonable basis), subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. Such fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. If any of our sponsor, officers or directors becomes as aware of a business combination opportunity which is suitable for an entity to which he, she or it has then current fiduciary or contractual obligations, then he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Potential Additional Financing

We may obtain additional financing to complete our initial business combination, for example, because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity and equity-linked securities or the incurrence of indebtedness, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. Public shareholders will experience additional dilution from the issuance of the private placement shares underlying the private placement units (including private placement shares underlying private placement units issued upon conversion of working capital loans, if any such loans are converted into private placement units), as well as from the conversion of the private placement rights underlying any private placement units into private placement shares. In addition, we may target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search

for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Sponsor Information

Our sponsor is a Delaware limited liability company, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. As of the date hereof, Steven K. Hudson, our Chief Executive Officer and Chairman, and Andrew Rechtschaffen, our director nominee, are the co-managing members and collectively the owners of 100% of the membership interests of our sponsor. Steven K. Hudson and Andrew Rechtschaffen hold ultimate voting and investment discretion with respect to the securities held of record by the sponsor. As of the date hereof, other than Mr. Hudson and Mr. Rechtschaffen, no person has a direct or indirect material interest in our sponsor.

At the conclusion of this offering, we expect that our sponsor’s co-managing members and our directors and officers will hold an indirect interest in __ founder shares (or __ founder shares if the underwriters’ over-allotment option is exercised in full), or __% of the issued and outstanding founder shares (or __% of the issued and outstanding founder shares if the underwriters’ over-allotment is exercised in full).

Other than Mr. Hudson and Mr. Rechtschaffen, none of our directors or officers will have any right to vote the founder shares, private placement units or securities underlying the private placement units that they hold indirectly through their membership interest in our sponsor. See “Summary — The Offering — Private Placement Units.”

The following table sets forth the payments to be received by our sponsor and its affiliates from us, directly or indirectly, prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates, and the consideration paid or to be paid to us in connection therewith:

(1) As of the date of this prospectus, no such arrangements are currently in place.

(2) As of the date of this prospectus, no such arrangements are currently in place. Any such salary or fee would be paid using available working capital funds (including proceeds from any promissory notes issued by us and funds released from the trust account upon completion of our initial business combination), but would not in any event be paid out of the fees due to our sponsor under the Administrative Services Agreement.

We are not prohibited from paying any fees (including advisory fees, finder’s fees, consulting fees or success fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including payment of consulting, legal, success or finder’s fees to our independent directors, advisors or their respective affiliates in connection with the consummation of our initial business combination. Additionally, we may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Such payments, if made prior to the completion of our initial business combination, will be paid from the net proceeds of this offering and the sale of the private placement units not held in the trust account, as well as working capital loans from our sponsor or an affiliate of our sponsor or certain of our officers and directors to fund working capital or to finance transaction costs in connection with an initial business combination.

Because our sponsor acquired the founder shares at a nominal price of $0.0043 per share, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the rights included in the units. Further, if we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the private placement shares). The Class A ordinary shares issuable in connection with the conversion of the founder shares, and any private placement shares of the post-business combination entity issuable in connection with the conversion of up to $1,500,000 of loans from our sponsor, members of our management team or their affiliates or other third parties, at a price of $10.00 per unit, may result in material dilution to our public shareholders. Such dilution could materially increase to the extent that the anti-dilution provision of the founder shares, as described above, results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination to maintain the number of founder shares at 20% of the total number of issued and outstanding ordinary shares. See “Summary — The Offering — Founder Shares Conversion and Anti-Dilution Rights.” In addition, our board of directors is not currently contemplating and does not anticipate approving any share capitalizations in the foreseeable future, except if we increase the size of this offering, in which case we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering in an amount necessary to maintain the number of founder shares at 20% of the total number of our issued and outstanding ordinary shares upon the consummation of this offering (not including the private placement shares), which may result in further material dilution to our public shareholders. See “Dividend Policy” and “Risk Factors — Risks Relating to our Securities — The

nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline” and “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one concurrently with or immediately following the consummation of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.”

The founder shares (up to 750,000 of which are subject to forfeiture to the extent the over-allotment option is not exercised) will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering (including pursuant to the underwriters’ over-allotment option) and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all ordinary shares issued and outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A shares underlying the private placement units issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, related to or in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent shares issued to our sponsor or any of its affiliates or to our officers or directors as part of private placement units that may be issued upon conversion of working capital loans made to the company) minus (iii) any redemptions of Class A ordinary shares held by public shareholders in connection with (x) an initial business combination or (y) an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial business combination activity, provided that such conversion of founder shares will never occur on less than a one-for-one basis.

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement units, as summarized in the table below.

Up to 750,000 of the founder shares will be forfeited for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination or for any other reason, as determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein.

Pursuant to the letter agreement to be entered with us, each of our sponsor, directors and officers have agreed to a lock-up and restrictions on their ability to transfer, assign, or sell the founder shares and private placement units and securities underlying the private placement units. Further, unless otherwise described in this prospectus, the sponsor membership interests are locked up and not transferable because the letter agreement prohibits indirect transfers, except to certain permitted transferees.

Our letter agreement may be amended without shareholder approval. Other SPACs have, in certain instances, amended the transfer restrictions applicable to founder shares and private placement securities in connection with their business combinations. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary

duties, chooses to approve one or more amendments to the letter agreement in order to amend the transfer restrictions that would be applicable after our initial business combination to our founder shares and private placement units, or for other reasons. However, our board will not amend the provisions in the letter agreement with respect to the waiver of redemption rights with respect to our founder shares.

Corporate Information

Our executive offices are located at 375 South County Road, Suite 220, Palm Beach, FL 33480 and our telephone number is (561) 309-3447. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.

Finally, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, NYSE will consider us to be a “controlled company” within the meaning of NYSE corporate governance standards. Under NYSE corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.