Pinnacle Acquisition Corp (PNAQ) director discloses 5.75M Class B sponsor shares

Rhea-AI Filing Summary

Pinnacle Acquisition Corp director and 10% owner Andrew Rechtschaffen reported indirect ownership of 5,750,000 Class B ordinary shares of the company. These shares are held by PAC Sponsor, LLC and will automatically convert into Class A ordinary shares on a one-for-one basis at the time of 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 shares are controlled by the Sponsor, co-managed by Steven K. Hudson and AVR Capital Holdings, LLC, and they each disclaim beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RECHTSCHAFFEN ANDREW

Role Director, 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 (Indirect, See footnote)

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.

Key Figures

Indirect Class B shares held: 5,750,000 shares Underlying Class A shares: 5,750,000 shares Shares subject to forfeiture: 750,000 shares

3 metrics

Indirect Class B shares held 5,750,000 shares Class B ordinary shares held by PAC Sponsor, LLC associated with Andrew Rechtschaffen

Underlying Class A shares 5,750,000 shares Underlying Class A ordinary shares corresponding to the reported Class B ordinary shares

Shares subject to forfeiture 750,000 shares Portion of Class B ordinary shares subject to forfeiture if over-allotment option is not fully exercised

Key Terms

Class B ordinary shares, Founder Shares, over-allotment option, pecuniary interest

4 terms

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.

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 ownership did PNAQ director Andrew Rechtschaffen report on this Form 3?

Andrew Rechtschaffen reported indirect ownership of 5,750,000 Class B ordinary shares of Pinnacle Acquisition Corp through PAC Sponsor, LLC. These Class B shares are convertible into Class A ordinary shares on a one-for-one basis, subject to certain adjustments and conditions.

How can the Class B ordinary shares reported for PNAQ convert into Class A shares?

The Class B ordinary shares automatically convert into Class A ordinary shares at the time of Pinnacle Acquisition Corp’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments, with no expiration date on the Class B shares.

How many PNAQ Class B shares reported are subject to possible forfeiture?

The filing states that up to 750,000 Class B ordinary shares are subject to forfeiture if the underwriters of Pinnacle Acquisition Corp’s initial public offering do not fully exercise their over-allotment option, as described in the company’s registration statement.

Who actually holds the PNAQ shares reported for Andrew Rechtschaffen?

The reported 5,750,000 Class B ordinary shares are held by PAC Sponsor, LLC. Steven K. Hudson and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, are co-managing members of the Sponsor and control voting and investment discretion over these securities.

Does Andrew Rechtschaffen fully beneficially own the reported PNAQ shares?

The filing states that Steven K. Hudson and AVR Capital Holdings, LLC disclaim beneficial ownership of the reported shares except to the extent of any pecuniary interest they may have, directly or indirectly, in the securities held by PAC Sponsor, LLC.

What underlying security is associated with the reported PNAQ Class B shares?

The reported Class B ordinary shares are linked to Class A ordinary shares as the underlying security. The filing identifies 5,750,000 underlying Class A shares corresponding to the 5,750,000 Class B ordinary shares held indirectly through the Sponsor.

SEC Form 3

FORM 3

UNITED 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^*

RECHTSCHAFFEN ANDREW

(Last) (First) (Middle)

C/O PINNACLE ACQUISITION CORPORATION

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	5,750,000	(1)	I(2)(3)	See footnote(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/ Andrew Rechtschaffen	08/06/2026
	** Signature of Reporting Person	Date
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)