Pinnacle Acquisition Sponsor Holds 20.71% Stake

PAC Sponsor, LLC's reported position consists of 225,000 Class A shares and 5,000,000 Class B shares.

Rhea-AI Filing Summary

Pinnacle Acquisition Corp cancelled 750,000 Class B ordinary shares surrendered by PAC Sponsor, LLC for no consideration on September 21, 2026, after the underwriters did not exercise their over-allotment option. As of that date, PAC Sponsor, LLC reported beneficial ownership of 5,225,000 ordinary shares, or 20.71% of the 25,225,000 ordinary shares outstanding. Its reported position comprised 225,000 Class A ordinary shares and 5,000,000 Class B ordinary shares.

The 5,000,000 Class B shares are automatically convertible into Class A ordinary shares one-for-one at the initial business combination, or earlier at the holder’s option, subject to adjustment. PAC Sponsor, LLC reported sole voting and dispositive power over 5,225,000 shares, with no shared power.

Key Figures

Class B shares surrendered and cancelled: 750,000 shares PAC Sponsor, LLC beneficial ownership: 5,225,000 ordinary shares Percentage of class beneficially owned: 20.71% +3 more

6 metrics

Class B shares surrendered and cancelled 750,000 shares September 21, 2026

PAC Sponsor, LLC beneficial ownership 5,225,000 ordinary shares As of September 21, 2026

Percentage of class beneficially owned 20.71% Based on 25,225,000 ordinary shares outstanding as of September 21, 2026

Ordinary shares outstanding 25,225,000 shares As of September 21, 2026

Class A ordinary shares in reported position 225,000 shares PAC Sponsor, LLC beneficial ownership

Class B ordinary shares in reported position 5,000,000 shares PAC Sponsor, LLC beneficial ownership

Key Terms

beneficial ownership, over-allotment option, initial business combination, sole dispositive power

4 terms

beneficial ownership regulatory

"Ordinary Shares beneficially owned by the Reporting Person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

over-allotment option financial

"the underwriters did not exercise 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

"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.

sole dispositive power regulatory

"Sole Dispositive Power 5,225,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

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

How many PNAQ shares does PAC Sponsor, LLC beneficially own?

PAC Sponsor, LLC reported beneficial ownership of 5,225,000 ordinary shares, representing 20.71% of the 25,225,000 ordinary shares outstanding as of September 21, 2026.

Why did PNAQ cancel 750,000 Class B shares?

PAC Sponsor, LLC surrendered 750,000 Class B ordinary shares for no consideration, and Pinnacle Acquisition Corp cancelled them under contractual arrangements in the Founder Share Purchase Agreement because the underwriters did not exercise their over-allotment option.

When can PNAQ Class B ordinary shares convert into Class A shares?

The Class B ordinary shares are automatically convertible into Class A ordinary shares one-for-one at the initial business combination, or at the holder’s option before then, subject to adjustment.

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

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Available on EDGAR 09/23/2026 - 05:10 PM Accepted by SEC EDGAR 09/23/2026 - 05:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Pinnacle Acquisition Corp

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G7115W109

(CUSIP Number)

Steven K. Hudson
375 South County Road, Suite 220,
Palm Beach, FL, 33480
(561) 309-3447

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G7115W109

1

Name of reporting person

PAC Sponsor, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,225,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,225,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,225,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.71 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Includes 225,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 5,000,000 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-297618). The 225,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one-eighth (1/8) of a Class A Ordinary Share upon the consummation of an initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between PAC Sponsor, LLC (the "Sponsor") and the Issuer. Steven K. Hudson, Chairman and Chief Executive Officer of the Issuer, and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, a director of the Issuer, 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 disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0001 par value
(b)	Name of Issuer: Pinnacle Acquisition Corp
(c)	Address of Issuer's Principal Executive Offices: 375 South County Road, Suite 220, Palm Beach, FLORIDA , 33480.
Item 1 Comment: Explanatory Note This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 17, 2026 (the "Schedule 13D") relating to the Class A Ordinary Shares and Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares of the Issuer. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On September 21, 2026, 750,000 Class B Ordinary Shares were surrendered for no consideration by the Sponsor and cancelled by the Issuer, pursuant to contractual arrangements under the Founder Share Purchase Agreement with the Issuer, because the underwriters did not exercise their over-allotment option.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) - (c) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Person (on the basis of a total of 25,225,000 Ordinary Shares, including 20,225,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares outstanding, as of September 21, 2026) are as follows: Amount beneficially owned: 5,225,000 Percentage: 20.71%
(b)	The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Person (on the basis of a total of 25,225,000 Ordinary Shares, including 20,225,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares outstanding, as of September 21, 2026) are as follows: Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 5,225,000 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 5,225,000 iv. Shared power to dispose or to direct the disposition of: 0 Steven K. Hudson, Chairman and Chief Executive Officer of the Issuer, and AVR Capital Holdings, LLC, an affiliate of Andrew Rechtschaffen, a director of the Issuer, 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 each disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
(c)	The Reporting Person has not effected any transactions of the Issuer's Ordinary Shares during the 60 days preceding the date of this report, except as described in Items 4 and 6 of this Amendment No.1 which information is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: The responses to Items 4 and 5 of this Amendment No. 1 are incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PAC Sponsor, LLC

Signature:	/s/ Steven K. Hudson
Name/Title:	Steven K. Hudson, Co-Managing Member
Date:	09/23/2026