Pinnacle Acquisition Sponsor Surrenders 750K Shares

The surrender followed the underwriters' choice not to exercise the over-allotment option.

Rhea-AI Filing Summary

Pinnacle Acquisition Corp (symbol: PNAQ) is the issuer of record for a Form 4 filing submitted to the SEC. RECHTSCHAFFEN ANDREW reported disposition transactions in this Form 4 filing.

Pinnacle Acquisition Corp received 750,000 Class B Ordinary Shares from PAC Sponsor, LLC for no consideration on September 21, 2026, after the underwriters chose not to exercise the over-allotment option. Andrew Rechtschaffen, a 10 percent owner, reported this as an indirect transaction; the Sponsor held 5,000,000 Class B Ordinary Shares following it. Steven K. Hudson and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, are the Sponsor's co-managing members and control its management, including voting and investment discretion over Sponsor securities. Class B Ordinary Shares convert into Class A Ordinary Shares one-for-one at the initial business combination, or earlier at the holder's option, subject to adjustments.

Insider Trade Summary

Other: 750,000 shares

Other 1 txn

Insider RECHTSCHAFFEN ANDREW

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F1, F2, F3	750,000	--	--

Holdings After Transaction: Class B Ordinary Shares — 5,000,000 contracts (Indirect, By PAC Sponsor, LLC)

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," the 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. As contemplated in connection with the initial public offering of the Issuer, as a result of the underwriters' choice of not to exercise of the over-allotment option, 750,000 Class B Ordinary Shares were surrendered by PAC Sponsor, LLC (the "Sponsor") to the Issuer for no consideration.
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.

Key Figures

Shares surrendered: 750,000 Class B Ordinary Shares Sponsor shares following transaction: 5,000,000 Class B Ordinary Shares Conversion basis: One-for-one +1 more

4 metrics

Shares surrendered 750,000 Class B Ordinary Shares Surrendered by PAC Sponsor, LLC on September 21, 2026

Sponsor shares following transaction 5,000,000 Class B Ordinary Shares Held by PAC Sponsor, LLC following the transaction

Conversion basis One-for-one Class B Ordinary Shares convert into Class A Ordinary Shares at the initial business combination or earlier at the holder's option, subject to adjustments

Transaction date September 21, 2026 Date of the Sponsor's share surrender

Key Terms

over-allotment option, initial business combination, Class B Ordinary Shares, one-for-one basis

4 terms

over-allotment option financial

"underwriters' choice not to exercise the 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

"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.

Class B Ordinary Shares financial

"750,000 Class B Ordinary Shares were surrendered"

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.

one-for-one basis financial

"on a one-for-one basis, subject to certain adjustments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PNAQ shares did PAC Sponsor surrender?

PAC Sponsor, LLC surrendered 750,000 Class B Ordinary Shares to Pinnacle Acquisition Corp on September 21, 2026.

How many PNAQ shares did PAC Sponsor hold after the surrender?

PAC Sponsor, LLC held 5,000,000 Class B Ordinary Shares following the transaction.

Why did PAC Sponsor surrender shares to PNAQ?

The Sponsor surrendered the shares for no consideration after the underwriters chose not to exercise the over-allotment option.

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

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Available on EDGAR 09/23/2026 - 04:32 PM Accepted by SEC EDGAR 09/23/2026 - 04:32 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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. Issuer Name and Ticker or Trading Symbol
Pinnacle Acquisition Corp [ PNAQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	09/21/2026		J(2)			750,000(2)	(1)	(1)	Class A Ordinary Shares	750,000	(2)	5,000,000	I(3)	By PAC Sponsor, LLC

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," the 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. As contemplated in connection with the initial public offering of the Issuer, as a result of the underwriters' choice of not to exercise of the over-allotment option, 750,000 Class B Ordinary Shares were surrendered by PAC Sponsor, LLC (the "Sponsor") to the Issuer for no consideration.

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.

	/s/ Andrew Rechtschaffen	09/23/2026
	** 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 4 (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.
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* Form 4: SEC 1474 (03-26)