What private securities did PNAQ issue to its sponsor at the IPO closing?

Simultaneously with the IPO closing, Pinnacle sold 225,000 private placement units to its sponsor at $10.00 per unit , raising $2,250,000 . These units are substantially identical to public units, with differences described in the registration statement.

Pinnacle Acquisition Corporation (PNAQ) completes $200M SPAC IPO and funds trust

Q: What did Pinnacle Acquisition Corporation (PNAQ) announce in this 8-K?

Pinnacle Acquisition Corporation completed a $200,000,000 IPO of 20,000,000 units at $10.00 per unit and concurrently sold 225,000 private placement units to its sponsor, establishing a SPAC structure to pursue a business combination.

Q: How much cash did PNAQ place in its trust account from the IPO?

Pinnacle placed $200,000,000 into a U.S.-based trust account, including up to $6,000,000 of deferred underwriting discounts and commissions. These funds are reserved for a business combination or public shareholder redemptions under defined circumstances.

Q: How long does Pinnacle Acquisition Corporation (PNAQ) have to complete a business combination?

Pinnacle has 21 months from the IPO closing to complete its initial business combination. If it fails, public shares are subject to redemption using funds from the trust account, subject to applicable law and any approved charter amendments.

Q: What governance steps did PNAQ take in connection with the IPO?

In connection with the IPO, Pinnacle appointed five directors , formed audit, compensation, and nominating committees, entered into indemnity agreements with directors and officers, and filed amended and restated memorandum and articles effective August 6, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Pinnacle Acquisition Corporation, a Cayman Islands blank check company, completed its initial public offering of 20,000,000 units at $10.00 per unit, generating $200,000,000 in gross proceeds. Each unit includes one Class A ordinary share and one right to receive one-eighth of a Class A ordinary share upon completion of an initial business combination. The units trade on the NYSE under “PNAQ.U,” with the Class A shares and rights expected to trade separately as “PNAQ” and “PNAQ.RT.”

The company also sold 225,000 private placement units at $10.00 each to its sponsor for $2,250,000. A total of $200,000,000, including up to $6,000,000 of deferred underwriting discounts and commissions, was deposited into a U.S. trust account. These funds may be used only for a business combination or redemptions, with a deadline of 21 months from the IPO closing. Pinnacle appointed a full board and committees, entered into indemnity and other governance agreements, and adopted amended and restated memorandum and articles of association effective August 6, 2026.

Insights

Analyzing...

8-K Event Classification

6 items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

IPO units: 20,000,000 units IPO price: $10.00 per unit IPO gross proceeds: $200,000,000 +5 more

8 metrics

IPO units 20,000,000 units Initial public offering size at $10.00 per unit

IPO price $10.00 per unit Pricing of units in the initial public offering

IPO gross proceeds $200,000,000 Gross proceeds from sale of 20,000,000 units

Private placement units 225,000 units Private placement to sponsor at IPO closing

Private placement proceeds $2,250,000 Aggregate consideration for 225,000 private placement units

Trust account funding $200,000,000 Amount deposited into U.S.-based trust account

Deferred underwriting discount up to $6,000,000 Deferred discounts and commissions included in trust amount

Business combination period 21 months Time from IPO closing to complete initial business combination

Key Terms

blank check company, over-allotments, Investment Management Trust Agreement, Registration Rights Agreement, +1 more

5 terms

blank check company financial

"The Company is a blank check company incorporated as a Cayman Islands exempted company"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

over-allotments financial

"option to purchase up to an additional 3,000,000 units ... to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

Investment Management Trust Agreement financial

"Investment Management Trust Agreement, dated August 6, 2026, by and between the Company"

A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.

Registration Rights Agreement financial

"Registration Rights Agreement, dated August 6, 2026, by and among the Company"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Amended and Restated Memorandum and Articles of Association regulatory

"filed its amended and restated memorandum and articles of association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

FAQ

What did Pinnacle Acquisition Corporation (PNAQ) announce in this 8-K?

Pinnacle Acquisition Corporation completed a $200,000,000 IPO of 20,000,000 units at $10.00 per unit and concurrently sold 225,000 private placement units to its sponsor, establishing a SPAC structure to pursue a business combination.

How much cash did PNAQ place in its trust account from the IPO?

Pinnacle placed $200,000,000 into a U.S.-based trust account, including up to $6,000,000 of deferred underwriting discounts and commissions. These funds are reserved for a business combination or public shareholder redemptions under defined circumstances.

What are the terms of Pinnacle Acquisition Corporation’s units (PNAQ.U)?

Each unit consists of one Class A ordinary share and one right to receive one-eighth of a Class A ordinary share upon completion of an initial business combination. Units trade as PNAQ.U on the NYSE, with separate trading expected no later than the 52nd day.

How long does Pinnacle Acquisition Corporation (PNAQ) have to complete a business combination?

Pinnacle has 21 months from the IPO closing to complete its initial business combination. If it fails, public shares are subject to redemption using funds from the trust account, subject to applicable law and any approved charter amendments.

What governance steps did PNAQ take in connection with the IPO?

In connection with the IPO, Pinnacle appointed five directors, formed audit, compensation, and nominating committees, entered into indemnity agreements with directors and officers, and filed amended and restated memorandum and articles effective August 6, 2026.

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Understanding 8-K Material Events →

Available on EDGAR 08/11/2026 - 08:03 PM Accepted by SEC EDGAR 08/10/2026 - 04:30 PM

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): August 6, 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 1.01. Entry into a Material Definitive Agreement.

On August 6, 2026, Pinnacle Acquisition Corporation, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (“IPO”), which consisted of 20,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Share”), 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 underwriters have been granted an option to purchase up to 3,000,000 Units within 45 days from August 6, 2026 to cover over-allotments.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement on Form S-1 (File No. 333-297618), originally filed with the U.S. Securities and Exchange Commission on July 22, 2026 (as amended, the “Registration Statement”):

●

An Underwriting Agreement, dated August 6, 2026, by and between the Company and Santander US Capital Markets LLC (“Santander”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

●

A Share Rights Agreement, dated August 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

●

An Investment Management Trust Agreement, dated August 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

●

A Registration Rights Agreement, dated August 6, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

●

A Private Placement Units Purchase Agreement, dated August 6, 2026 (the “Private Placement Units Purchase Agreement”), by and between the Company and PAC Sponsor, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

●

A Letter Agreement, dated August 6, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

●

An Administrative Services Agreement, dated August 6, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

●

Indemnity Agreements, dated August 6, 2026, by and among the Company and each director and executive officer of the Company (the “Indemnity Agreements”), the form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private placement of an aggregate of 225,000 private placement units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, or $2,250,000 in the aggregate. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2026, in connection with the IPO, Andrew Rechtschaffen, Karen Martin, Paul Stoyan and Harry Brandler (collectively with Steven K. Hudson, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Each of Karen Martin, Paul Stoyan and Harry Brandler was appointed to the Board’s Audit Committee with Karen Martin serving as chair of the Audit Committee. Each of Karen Martin, Paul Stoyan and Harry Brandler was appointed to the Board’s Compensation Committee, with Mr. Brandler serving as chair of the Compensation Committee. Each of Karen Martin, Paul Stoyan and Harry Brandler was appointed to the Board’s Nominating and Corporate Governance Committee, with Mr. Stoyan serving as chair of the Nominating and Corporate Governance Committee.

On August 6, 2026, the Company entered into the Indemnity Agreements with each of its directors and officers that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the Indemnity Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Indemnity Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On August 6, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on August 6, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $200,000,000, comprised of certain of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes up to $6,000,000 of the underwriter’s deferred discount and commissions), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 21 months from the closing of the IPO (or by such earlier liquidation date as the Board may approve), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 21 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

On August 6, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On August 10, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 6, 2026, by and between the Company and Santander, as representative of the several underwriters.

3.1		Amended and Restated Memorandum and Articles of Association of the Company.

4.1		Share Rights Agreement, dated August 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share rights agent.

10.1		Investment Management Trust Agreement, dated August 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

10.2		Registration Rights Agreement, dated August 6, 2026, by and among the Company and certain security holders.

10.3		Private Placement Units Purchase Agreement, dated August 6, 2026, by and between the Company and the Sponsor.

10.4		Letter Agreement, dated August 6, 2026, by and among the Company, its officers, directors and the Sponsor.

10.5		Administrative Services Agreement, dated August 6, 2026, by and between the Company and the Sponsor.

10.6		Form of Indemnity Agreement.

99.1		Press Release, dated August 6, 2026.

99.2		Press Release, dated August 10, 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: August 10, 2026

Exhibit 99.1

Pinnacle Acquisition Corporation Announces Pricing of $200 Million Initial Public Offering

Palm Beach, FL, Aug. 06, 2026 (GLOBE NEWSWIRE) -- Pinnacle Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”) and trade under the ticker symbol “PNAQ.U” beginning August 7, 2026. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination. The Class A ordinary shares and rights comprising the units are expected to begin separate trading no later than the 52nd day following this date. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the NYSE under the symbols “PNAQ” and “PNAQ.RT,” respectively.

Santander and CIBC Capital Markets are acting as joint book-running managers. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

The offering was made by means of a prospectus. Copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602; and CIBC Capital Markets, 300 Madison Avenue, 8th Floor, New York, NY 10017, Attention: ECM Syndicate, by email at Mailbox.USProspectus@cibc.com.

A registration statement relating to the securities became effective on August 6, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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. The offering is expected to close on August 10, 2026, subject to customary closing conditions.

About Pinnacle Acquisition Corporation

The Company is a blank check company 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.

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 will be serving as board members.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. 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 preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact

Jack Schneider
Chief Financial Officer
(561) 309-3447

Exhibit 99.2

Pinnacle Acquisition Corporation Completes $200 Million Initial Public Offering

Palm Beach, FL, Aug. 10, 2026 (GLOBE NEWSWIRE) – Pinnacle Acquisition Corporation (the “Company”) announced today the closing of its initial public offering of 20,000,000 units, at a price of $10.00 per unit, resulting in gross proceeds of $200,000,000. The units began trading on the New York Stock Exchange (the “NYSE”) on August 7, 2026 under the ticker symbol “PNAQ.U”. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination. The Class A ordinary shares and rights comprising the units are expected to begin separate trading no later than the 52^nd day following this date. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the NYSE under the symbols “PNAQ” and “PNAQ.RT,” respectively.

Santander and CIBC Capital Markets acted as joint book-running managers. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on August 6, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

Jack Schneider

Chief Financial Officer

(561) 309-3447

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

15 documents