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  4. [Form 3] Pinnacle Acquisition Corp Initial Statement of Beneficial Ownership

Pinnacle Acquisition Corp (PNAQ) Sponsor reports 5.75M Class B founder shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

PAC Sponsor, LLC, a ten percent owner of Pinnacle Acquisition Corp, reports initial beneficial ownership of 5,750,000 Class B ordinary shares. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis in connection with, or prior to, the company’s initial business combination. The holding includes up to 750,000 shares subject to forfeiture if the IPO underwriters do not fully exercise their over-allotment option. The shares are held by the Sponsor, with management and investment discretion controlled by Steven K. Hudson and AVR Capital Holdings, LLC, who each disclaim beneficial ownership beyond any pecuniary interest.

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Insider PAC Sponsor, LLC
Role 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares F1, F2, F3 -- -- --
Holdings After Transaction: Class B Ordinary Shares — 5,750,000 shares (Direct)
Footnotes (3)
  1. F1. As described in the Registration Statement on Form S-1 (File No. 333-297618) of Pinnacle Acquisition Corporation (the "Issuer") under the heading "Description of Securities--Founder Shares," Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
  2. F2. These shares represent the Class B ordinary shares held by PAC Sponsor, LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 750,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's Registration Statement.
  3. F3. Represents shares held by the Sponsor. Steven K. Hudson and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, are the co-managing members of the Sponsor and control the management of the Sponsor, including the exercise of voting and investment discretion over the securities held by the Sponsor. Mr. Hudson and AVR Capital Holdings, LLC disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Class B ordinary shares held 5,750,000 shares Beneficial ownership reported by PAC Sponsor, LLC as a ten percent owner
Underlying Class A ordinary shares 5,750,000 shares Class B ordinary shares automatically convert into Class A on a one-for-one basis
Shares subject to forfeiture 750,000 shares Founder shares forfeitable if IPO underwriters do not fully exercise over-allotment option
Ownership status Ten percent owner PAC Sponsor, LLC identified as a ten percent owner of Pinnacle Acquisition Corp
Conversion ratio 1:1 Each Class B ordinary share converts into one Class A ordinary share, subject to adjustments
Class B ordinary shares financial
"These shares represent the Class B ordinary shares held by PAC Sponsor, LLC"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Founder Shares financial
"under the heading "Description of Securities--Founder Shares," Class B ordinary shares"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
over-allotment option financial
"subject to forfeiture in the event the underwriters ... do not exercise in full their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
automatically convert financial
"Class B ordinary shares will automatically convert into Class A ordinary shares"
pecuniary interest financial
"disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider position does PAC Sponsor, LLC report in PNAQ on this Form 3?
PAC Sponsor, LLC reports beneficial ownership of 5,750,000 Class B ordinary shares of Pinnacle Acquisition Corp. These shares are held directly by the Sponsor and reflect its status as a ten percent owner of the company’s equity structure.

How will PNAQ’s Class B ordinary shares reported by the Sponsor convert?
The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of Pinnacle Acquisition Corp’s initial business combination, or earlier at the holder’s option, subject to certain adjustments described in the registration statement.

How many PNAQ Sponsor shares are subject to possible forfeiture?
Out of the 5,750,000 Class B ordinary shares, up to 750,000 shares are subject to forfeiture. This forfeiture occurs if the underwriters of Pinnacle Acquisition Corp’s initial public offering do not exercise their over-allotment option in full.

What underlying Class A share amount corresponds to the Sponsor’s Class B holdings in PNAQ?
The Sponsor’s 5,750,000 Class B ordinary shares correspond to 5,750,000 underlying Class A ordinary shares upon conversion. The conversion is automatic at the business combination or earlier at the holder’s election, on a one-for-one basis, subject to adjustments.

Who controls voting and investment discretion over the PNAQ shares held by PAC Sponsor, LLC?
Voting and investment discretion over the shares held by PAC Sponsor, LLC are controlled by Steven K. Hudson and AVR Capital Holdings, LLC. They each disclaim beneficial ownership of the reported shares except to the extent of any pecuniary interest.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
PAC Sponsor, LLC
(Last)(First)(Middle)
375 SOUTH COUNTY ROAD, SUITE 220
(Street)
PALM BEACH FLORIDA 33480
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2026		3. Issuer Name and Ticker or Trading Symbol
Pinnacle Acquisition Corp [ PNAQ ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1) (1) (1)Class A Ordinary Shares5,750,000(2)(1)D(2)(3)
Explanation of Responses:
1. As described in the Registration Statement on Form S-1 (File No. 333-297618) of Pinnacle Acquisition Corporation (the "Issuer") under the heading "Description of Securities--Founder Shares," Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. These shares represent the Class B ordinary shares held by PAC Sponsor, LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 750,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's Registration Statement.
3. Represents shares held by the Sponsor. Steven K. Hudson and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, are the co-managing members of the Sponsor and control the management of the Sponsor, including the exercise of voting and investment discretion over the securities held by the Sponsor. Mr. Hudson and AVR Capital Holdings, LLC disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
/s/ Steven K. Hudson, Co-Managing Member of PAC Sponsor, LLC08/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR