Pinnacle Acquisition insider buys 1.23M shares at $10

Pinnacle Acquisition Corp director and ten percent owner Andrew Rechtschaffen reported two indirect purchases of Class A Ordinary Shares on 2026-08-10.

Rhea-AI Filing Summary

Pinnacle Acquisition Corp director and ten percent owner Andrew Rechtschaffen reported two indirect purchases of Class A Ordinary Shares on 2026-08-10. Entities associated with him acquired 225,000 shares at $10.00 per share through PAC Sponsor, LLC and 1,000,000 shares at $10.00 per share through AVR Capital Holdings, LLC, resulting in 1,225,000 Class A shares indirectly held. The filing notes these positions are held via affiliated entities, with beneficial ownership disclaimed except for any pecuniary interest.

Insider Trade Summary

Net Buyer: 1,225,000 shares

Net Buy 2 txns

Insider RECHTSCHAFFEN ANDREW

Role Director, 10% Owner

Bought 1,225,000 shs ($12.25M)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Shares F1, F2	225,000	$10.00	$2.25M
Purchase	Class A Ordinary Shares F3, F2	1,000,000	$10.00	$10.00M

Holdings After Transaction: Class A Ordinary Shares — 225,000 shares (Indirect, By PAC Sponsor, LLC); Class A Ordinary Shares — 1,225,000 shares (Indirect, By AVR Capital Holdings, LLC)

Footnotes (3)

1. F1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share one right to receive one-eighth (1/8) of one Class A ordinary share upon consummation of the Issuer's initial business combination) directly held by PAC Sponsor, LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Pinnacle Acquisition Corporation (the "Issuer"). Does not include previously reported ownership of 5,750,000 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-297618).
2. F2. 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.
3. F3. Reflects purchase by AVR Capital Holdings, LLC of the Issuer's securities in the Issuer's initial public offering.

Key Figures

First purchase shares: 225,000 Class A Ordinary Shares Second purchase shares: 1,000,000 Class A Ordinary Shares Purchase price: $10.00 per share +2 more

5 metrics

First purchase shares 225,000 Class A Ordinary Shares Indirectly acquired on 2026-08-10 via PAC Sponsor, LLC

Second purchase shares 1,000,000 Class A Ordinary Shares Indirectly acquired on 2026-08-10 via AVR Capital Holdings, LLC

Purchase price $10.00 per share Price for both reported Class A Ordinary Share purchases

Indirect Class A holdings 1,225,000 Class A Ordinary Shares Total indirect Class A Ordinary Shares following transactions

Previously reported Class B shares 5,750,000 Class B ordinary shares Previously reported; to convert into Class A upon initial business combination

Key Terms

Private Placement Units Purchase Agreement, initial business combination, Class B ordinary shares, pecuniary interest, +1 more

5 terms

Private Placement Units Purchase Agreement financial

"acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor"

initial business combination financial

"upon consummation 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

"Does not include previously reported ownership of 5,750,000 Class B ordinary shares"

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.

pecuniary interest financial

"disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest"

initial public offering financial

"Reflects purchase by AVR Capital Holdings, LLC of the Issuer's securities in the Issuer's initial public offering"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

FAQ

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

What insider transactions did PNAQ director Andrew Rechtschaffen report?

Andrew Rechtschaffen reported two indirect purchases of Pinnacle Acquisition Corp Class A Ordinary Shares on 2026-08-10, totaling 1,225,000 shares at $10.00 per share through affiliated entities PAC Sponsor, LLC and AVR Capital Holdings, LLC.

How many PNAQ Class A shares does Rechtschaffen indirectly hold after these trades?

After the reported transactions, Andrew Rechtschaffen indirectly holds 1,225,000 Class A Ordinary Shares of Pinnacle Acquisition Corp, as reported in the Form 4, through affiliated entities rather than in his direct personal name.

At what price were the PNAQ shares purchased in the August 10, 2026 transactions?

Both reported Pinnacle Acquisition Corp purchases on 2026-08-10 were executed at $10.00 per share, covering 225,000 shares via PAC Sponsor, LLC and 1,000,000 shares via AVR Capital Holdings, LLC.

Which entities executed the PNAQ share purchases for Andrew Rechtschaffen?

The purchases were executed indirectly through PAC Sponsor, LLC and AVR Capital Holdings, LLC, entities associated with Andrew Rechtschaffen. The filing states beneficial ownership is disclaimed except to the extent of any pecuniary interest.

Are the PNAQ Form 4 transactions tied to the initial public offering?

One transaction footnote states that AVR Capital Holdings, LLC purchased Pinnacle Acquisition Corp securities in the issuer’s initial public offering, while another references private placement units held by PAC Sponsor, LLC under a Private Placement Units Purchase Agreement.

Does the PNAQ filing mention additional Class B shares related to Rechtschaffen?

A footnote references 5,750,000 Class B ordinary shares previously reported, which will convert into Class A ordinary shares in connection with the issuer’s initial business combination, but these Class B shares are not part of the new transactions.

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

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Accepted by SEC EDGAR 08/12/2026 - 07:00 PM EDT 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)
08/10/2026

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
Class A Ordinary Shares	08/10/2026	08/10/2026	P		225,000(1)	A	$10	225,000	I(2)	By PAC Sponsor, LLC
Class A Ordinary Shares	08/10/2026	08/10/2026	P		1,000,000(3)	A	$10	1,225,000	I(2)	By AVR Capital Holdings, LLC

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

Explanation of Responses:

1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share one right to receive one-eighth (1/8) of one Class A ordinary share upon consummation of the Issuer's initial business combination) directly held by PAC Sponsor, LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Pinnacle Acquisition Corporation (the "Issuer"). Does not include previously reported ownership of 5,750,000 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-297618).

2. 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.

3. Reflects purchase by AVR Capital Holdings, LLC of the Issuer's securities in the Issuer's initial public offering.

	/s/ Andrew Rechtschaffen	08/12/2026
	** 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.
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 4: SEC 1474 (03-26)