Pinnacle Acquisition Corp

The difference between the deemed offering price of $10.00 per unit and the NTBV per Class A ordinary share after this offering constitutes the dilution to investors in this offering. NTBV per share is determined by dividing our NTBV, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares that may be redeemed for cash), by the number of issued and outstanding Class A ordinary shares.

The below calculations (A) assume that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, and (iii) no working capital loans are converted into private placement shares, as further described in this prospectus, and (B) (i) assume the issuance of 20,000,000 Class A ordinary shares (or 23,000,000 Class A ordinary shares if the over-allotment option is exercised in full), 5,750,000 founder shares (up to 750,000 of which are assumed to be forfeited in the scenario in which the underwriters’ over-allotment option is not exercised in full) and 225,000 private placement units (whether or not the underwriters’ over-allotment option is exercised). Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares.

The following table illustrates the difference between the public offering price per unit and our NTBV per share, as adjusted to give effect to this offering, including the structure of the underwriting commissions, and assuming redemption of our public shares at varying levels and the full exercise and no exercise of the over-allotment option:

For each of the redemption scenarios above, the NTBV was calculated as follows:

(1) Offering price per unit after taking into account the shares issuable upon conversion of the rights.

(2) Expenses applied against gross proceeds include offering expenses of approximately $1,000,000 and $250,000 payable to the underwriters upon the closing of this offering. See “Use of Proceeds.”

(3) Upon the consummation of our initial business combination, $0.30 per unit on all units sold ($6,000,000 in the aggregate or up to $6,900,000 in the aggregate if the underwriters’ over-allotment option is exercised) will be payable to the underwriters for deferred underwriting commissions, with such commissions subject to pro-rata reduction based on the number of Class A ordinary shares redeemed by our public shareholders. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters. In addition, an advisory fee equal to 3% of the gross proceeds raised in the IPO, payable to the underwriters upon and subject to the closing of our initial business combination.

(4) If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers or their affiliates may purchase shares or public rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”

(5) Assumes receipt of $25,000 for issuance of the founder shares, which occurred on April 7, 2026.

Steven K. Hudson, our Chairman and Chief Executive Officer, and Andrew Rechtschaffen, our director nominee, have each expressed an interest in purchasing up to $10,000,000 of the units in this offering ($20,000,000 in total, or 2,000,000 units) at the offering price, whether or not the underwriters’ over-allotment option is exercised. Such amount would represent 10.0% of the units to be sold in this offering (assuming the underwriters’ over-allotment option is not exercised). However, because these expressions of interest are not binding agreements or commitments to purchase, each of Mr. Hudson and Mr. Rechtschaffen may determine to purchase fewer or no units in this offering. The underwriters have full discretion to allocate the units in this offering to investors and may determine to sell fewer units to Mr. Hudson and Mr. Rechtschaffen, or no units at all. The underwriters will receive the same upfront discounts and commissions and deferred underwriting commissions on any units purchased by Mr. Hudson and Mr. Rechtschaffen as they will on any other units sold to the public in this offering.