Pinnacle Acquisition Corp (PNAQ) sponsor acquires 225,000 Class A shares via private placement

Rhea-AI Filing Summary

PAC Sponsor, LLC, a more-than-10% owner of Pinnacle Acquisition Corp, reported purchasing 225,000 Class A Ordinary Shares at $10.00 per share on August 10, 2026. These shares are underlying private placement units acquired under a Private Placement Units Purchase Agreement. The sponsor also separately holds 5,750,000 Class B ordinary shares that are convertible into Class A ordinary shares on a one-for-one basis in connection with the issuer’s initial business combination.

Insider Trade Summary

Net Buyer: 225,000 shares

Net Buy 1 txn

Insider PAC Sponsor, LLC

Role 10% Owner

Bought 225,000 shs ($2.25M)

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

Holdings After Transaction: Class A Ordinary Shares — 225,000 shares (Direct)

Footnotes (1)

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).

Key Figures

Shares purchased: 225,000 Class A Ordinary Shares Purchase price: $10.00 per share Class A shares after transaction: 225,000 shares +2 more

5 metrics

Shares purchased 225,000 Class A Ordinary Shares Purchased by PAC Sponsor, LLC on August 10, 2026

Purchase price $10.00 per share Price for the 225,000 Class A Ordinary Shares

Class A shares after transaction 225,000 shares Class A Ordinary Shares held by PAC Sponsor, LLC from this transaction

Existing Class B founder shares 5,750,000 Class B ordinary shares Previously reported holdings that convert 1-for-1 into Class A ordinary shares

Rights conversion ratio 1/8 of one Class A ordinary share Each right from the private placement units converts after the initial business combination

Key Terms

private placement units, initial business combination, rights, founder shares

4 terms

private placement units financial

"Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share..."

initial business combination financial

"upon consummation of the Issuer's initial business combination) directly held by PAC Sponsor, LLC..."

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.

rights financial

"each unit consisting of one Class A ordinary share one right to receive one-eighth (1/8) of one Class A..."

Rights are special privileges that give existing shareholders the opportunity to buy additional shares of a company's stock before they are offered to the public. They help investors maintain their ownership percentage and can be seen as a way to protect their investment stake. Think of rights like a VIP pass allowing current investors to purchase new shares first, ensuring they can preserve their influence in the company.

founder shares financial

"subject to adjustment as described under the heading "Description of Securities--Founder 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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 07:01 PM Accepted by SEC EDGAR 08/12/2026 - 07:01 PM Learn about SEC filing dates

FAQ

What insider transaction did PAC Sponsor, LLC report for PNAQ?

PAC Sponsor, LLC reported a purchase of 225,000 Class A Ordinary Shares of Pinnacle Acquisition Corp on August 10, 2026, at a price of $10.00 per share, through private placement units.

How many PNAQ shares does PAC Sponsor, LLC hold after this transaction?

After the reported purchase, PAC Sponsor, LLC holds 225,000 Class A Ordinary Shares from this transaction, plus previously reported 5,750,000 Class B ordinary shares that are automatically convertible into Class A ordinary shares on a one-for-one basis.

What are the terms of the private placement units mentioned for PNAQ?

Each private placement unit consists of one Class A ordinary share and one right to receive one-eighth (1/8) of one Class A ordinary share upon consummation of Pinnacle Acquisition Corp’s initial business combination.

Was the PNAQ insider trade made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes do not describe a trading plan, so the reported 225,000-share purchase is not designated as pursuant to a Rule 10b5-1 plan.

How were the 225,000 PNAQ Class A shares acquired by PAC Sponsor, LLC?

The 225,000 Class A Ordinary Shares represent shares underlying private placement units acquired pursuant to a Private Placement Units Purchase Agreement between PAC Sponsor, LLC and Pinnacle Acquisition Corporation.

Do the 5,750,000 Class B PNAQ shares convert into Class A shares?

Yes. The 5,750,000 Class B ordinary shares held by PAC Sponsor, LLC will automatically convert into Class A ordinary shares on a one-for-one basis at Pinnacle Acquisition Corp’s initial business combination, or earlier at the holder’s option.

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^*

PAC Sponsor, LLC

(Last) (First) (Middle)

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)

	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(1)	D

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).

	/s/ Steven K. Hudson, Co-Managing Member of PAC Sponsor, LLC	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)