Pinnacle Acquisition Corp (PNAQ) CEO tied to 5.76M Class B founder shares
Rhea-AI Filing Summary
Pinnacle Acquisition Corp reports the initial equity position of Steven K. Hudson, its Chief Executive Officer, director, and a more-than-10% owner. An entity associated with him, PAC Sponsor, LLC, holds 5,759,500 Class B ordinary shares indirectly reported here, which are convertible into 5,759,500 Class A ordinary shares on a one-for-one basis in connection with the company’s initial business combination or earlier at the holder’s option, subject to adjustments. Up to 750,000 of these Class B shares are subject to forfeiture if the underwriters do not fully exercise their over-allotment option. The Class B shares have no expiration date. Hudson and AVR Capital Holdings, LLC co-manage the Sponsor and control voting and investment decisions for these securities, while each disclaims beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Hudson Steven Kenneth
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B Ordinary Shares F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Class B Ordinary Shares — 5,759,500 shares (Indirect, By PAC Sponsor, LLC)
Footnotes (3)
- 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.
- 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.
- 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.
Key Figures
Indirect Class B ordinary shares held: 5,759,500 shares
Underlying Class A shares: 5,759,500 shares
Shares subject to forfeiture: 750,000 shares
3 metrics
Indirect Class B ordinary shares held
5,759,500 shares
Class B ordinary shares held by PAC Sponsor, LLC reported for Steven K. Hudson
Underlying Class A shares
5,759,500 shares
Class B ordinary shares convertible into Class A shares on a one-for-one basis
Shares subject to forfeiture
750,000 shares
Portion of Class B shares forfeitable if IPO over-allotment option is not fully exercised
Key Terms
Class B ordinary shares, founder shares, over-allotment option, initial business combination, +1 more
5 terms
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.
initial business combination financial
"Class B ordinary shares will automatically convert ... at the time of the Issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
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.
FAQ
What insider ownership does PNAQ disclose for Steven K. Hudson on this Form 3?
The filing shows 5,759,500 Class B ordinary shares indirectly held through PAC Sponsor, LLC, convertible into an equal number of Class A ordinary shares in connection with Pinnacle Acquisition Corp’s business combination.