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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): September 21, 2026
Pinnacle Acquisition Corporation
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-43439 |
|
35-2953467 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
375 South County Road,
Suite 220
Palm Beach, FL 33480
(Address of principal
executive offices, including zip code)
Registrant’s telephone number, including
area code: (561) 309-3447
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one right |
|
PNAQ.U |
|
The New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
PNAQ |
|
The New York Stock Exchange |
| Rights, each right entitling the holder to receive one-eighth (1/8) of one Class A ordinary share |
|
PNAQ.RT |
|
The New York Stock Exchange |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
Forfeiture of Founder Shares
As previously reported, on
August 10, 2026, Pinnacle Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”)
of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per
share (the “Class A Ordinary Shares”), and one right to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation
of the Company’s initial business combination (the “Right”). The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $200,000,000. The Company also granted the underwriters in the IPO a 45-day option to purchase up to
an additional 3,000,000 units to cover over-allotments, if any. PAC Sponsor, LLC, the Company’s sponsor (the “Sponsor”),
owned an aggregate of 5,750,000 Class B ordinary share of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”),
at the consummation of the IPO, up to 750,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’
over-allotment option is exercised.
On September 21, 2026, following the expiration of the underwriters’ over-allotment option without any exercise, 750,000 shares
of Class B Ordinary Shares were forfeited by the Sponsor in order for it to maintain ownership of 20.0% of the issued and outstanding
ordinary shares of the Company (excluding the Class A Ordinary Shares underlying the private placement units held by the Sponsor). Such
forfeited shares were cancelled by the Company.
Separate Trading of Class A Ordinary Shares and Rights
On
September 25, 2026, the Company announced that, commencing on September 25, 2026, the holders of the Units may elect to separately trade
the Class A Ordinary Shares and the Rights included in the Units. Any Units not separated will continue to trade on the New York Stock
Exchange under the symbol “PNAQ.U.” The Class A Ordinary Shares and the Rights are expected to trade on the New York Stock
Exchange under the symbols “PNAQ” and “PNAQ.RT,” respectively. Holders of Units will need to have their brokers
contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class
A Ordinary Shares and Rights.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 25, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
PINNACLE ACQUISITION CORPORATION |
| |
|
|
| |
By: |
/s/ Steven K. Hudson |
| |
|
Name: |
Steven K. Hudson |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated: September 25, 2026 |
|
|
Exhibit 99.1
Pinnacle Acquisition Corporation Announces the
Separate Trading of its Class A Ordinary Shares and Rights, Commencing September 25, 2026
Palm Beach, FL, Sept. 25, 2026 (GLOBE NEWSWIRE) -- Pinnacle Acquisition Corporation (NYSE: PNAQ.U) (the “Company”) announced today that, commencing September
25, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class
A ordinary shares and rights included in the units. The Class A ordinary shares and rights that are separated will trade on the New York
Stock Exchange under the symbols “PNAQ” and “PNAQ.RT,” respectively. Those units not separated will continue to
trade on the New York Stock Exchange under the symbol “PNAQ.U.”
“We believe our team’s experience building and scaling public-market platforms, executing strategic M&A and working across
commercial and consumer finance positions us well to identify an exceptional company and help accelerate its next stage of growth,”
said Steve Hudson, Co-founder, Chief Executive Officer and Chairman of Pinnacle Acquisition Corporation.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Pinnacle Acquisition Corporation
Pinnacle Acquisition Corporation is a blank check
company, also commonly referred to as a special purpose acquisition company, or SPAC, incorporated as a Cayman Islands exempted company
and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses.
The Company intends to focus its search on partnering with management and owners of high-quality companies seeking an alternative to a
traditional initial public offering in commercial finance, consumer finance and adjacent areas of the broader financial services ecosystem,
including technology-enabled platforms and specialty finance businesses.
Pinnacle will seek to leverage its leadership team’s operating, M&A and capital markets experience, as well as its relationships
with strategic acquirers, financial sponsors, investors and sector participants. The Company believes the current market environment,
including growth in commercial and consumer finance, the importance of scaled specialty finance platforms and the shift toward diversified
lending models, is creating attractive opportunities for partnership and value creation.
“Pinnacle was designed to bring experienced sponsorship, disciplined acquisition criteria and a partnership-oriented approach to
companies that are ready for the public markets,” said Andrew Rechtschaffen, Co-founder and Director of Pinnacle Acquisition Corporation.
“We currently see a compelling universe of potential opportunities across financial services and related technology-enabled sectors,
and we are focused on finding a business where our team can help accelerate long-term value creation following the IPO.”
While the Company may pursue a business combination
in any business or industry, it intends to focus its 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 that can benefit
from the business expertise of its Chief Executive Officer and Chairman, Steven K. Hudson, and its Chief Financial Officer, Jack Schneider.
Andrew Rechtschaffen, Paul Stoyan, Karen Martin and Harry Brandler also serve as board members.
Forward-Looking Statements
This press release may include, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in
their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for
the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
Company Contact
Jack Schneider
Chief Financial Officer
(561) 309-3447
