Pinnacle Acquisition Corp

Officers, Directors and Director Nominees

Our officers, directors and director nominees are as follows:

Steven K. Hudson is our Chief Executive Officer and has served as our director since inception. Mr. Hudson has extensive experience in leading new business initiatives and achieving growth objectives with some of the world’s leading finance companies. Mr. Hudson served as the Chief Executive Officer at ECN Capital Corp., an originator and manager of prime credit assets, specializing in manufactured housing as well as recreational vehicle and marine loans, from October 2016 to April 2026. Mr. Hudson served as Chief Executive Officer at Element Financial Corporation from April 2010 to October 2016. Mr. Hudson founded Newcourt Credit Group, Inc. in 1984, where he held the title of Chief Executive Officer from 1984 to 1999. Mr. Hudson graduated from York University in 1981 with an Honors Bachelor of Business Administration degree and received his Fellowship with the Institute of Chartered Accountants of Ontario in 2000. We believe Mr. Hudson is qualified to serve on our board due to his extensive experience in financial industry and management skills.

Jack Schneider has served as our Chief Financial Officer since July 2026. Mr. Schneider has been the Chief Operating Officer/Chief Financial Officer of Pinnacle Advisory Inc., an investment management and operating company focused on private wealth enterprises, since February 2021. He oversees financial strategy, operations, capital allocation, and business development across the firm’s investment activities. Prior to Pinnacle Advisory, Mr. Schneider served as a Chief Financial Officer and Chief Operating Officer consultant to companies in the manufacturing, medical device, and real estate sectors, advising on financial structuring, international expansion, operational strategy, and capital raising initiatives. From May 2002 to February 2015, Mr. Schneider served as Chief Financial Officer and General Counsel of Great White Shark Enterprises, Inc., the wholly owned business enterprise of professional golfer Greg Norman, where he managed the financial, legal, operational, and administrative functions of a diverse portfolio of domestic and international businesses. Earlier in his career, he worked at Ernst & Young as a Senior Tax Manager specializing in corporate taxation, business structuring, and strategic tax planning from 1991 to 2002. Prior to that, he also held positions with Merrill Lynch, U.S. Securities and Exchange Commission, Coopers & Lybrand, and the New York State Attorney General’s Office. Mr. Schneider earned a Juris Doctor from Brooklyn Law School and a Bachelor of Science degree from Lehigh University. He is admitted to practice law in New York, Florida, and New Jersey. We believe Mr. Schneider is qualified to serve on our board due to his extensive experience in finance, tax and law.

Paul Stoyan will serve as an independent member of our board of directors upon the commencement of trading of the units on NYSE. Mr. Stoyan serves as the Chief Executive Officer and Chair of Gardiner Roberts LLP, a Canadian law firm. Mr. Stoyan currently serves on the board of directors of Enghouse Systems Limited (TSX: ENGH), where he is the chair of the corporate governance committee. He also served as a director and is the former vice-chair of the board of directors of the Alcohol and Gaming Commission of Ontario, having been appointed to the agency’s board in July 2021 and designated as vice-chair in September 2023. Mr. Stoyan previously served as a director of Open Text Corporation (Nasdaq/TSX: OTEX) from 1999 to 2017, and has served as a director of ECN Capital Corp. (formerly Element Financial Corporation) since October 2016. Mr. Stoyan holds a Bachelor of Laws (LL.B.) and a Bachelor of Arts from the University of Toronto, and holds the professional independent director designation (ICD.D) from the Institute of Corporate Directors. We believe Mr. Stoyan is qualified to serve on our board due to his extensive experience in mergers and acquisitions, corporate finance and corporate governance.

Karen Martin will serve as an independent member of our board of directors upon the commencement of trading of the units on NYSE. Ms. Martin has served as an independent director and chair of the audit committee of the board of directors of Propel Holdings Inc. (TSX: PRL), a financial technology company, since 2021. Ms. Martin is also an independent director and chair of the audit committee of the board of directors of ECN Capital Corp., a specialty finance

company, an independent director and chair of the audit committee of the board of directors of Real Matters Inc. (TSX: REAL), a network management services platform for the mortgage and insurance industries, and a director and member of the audit committee of MCAN Mortgage Corporation (TSX: MKP), a mortgage investment corporation. Ms. Martin served in senior executive management, treasury and finance positions in growing and complex public and private financial services companies for over 35 years. Ms. Martin’s roles included Interim Chief Financial Officer of NorthWest Healthcare Properties REIT (TSX: NWH) (2023/2024); EVP & Treasurer (2012 – 2019) at Element Fleet Management (TSX: EFN). Roles also included Chief Financial Officer at Xceed Mortgage from 2002 to 2010 and Treasurer at Canadian Imperial Bank of Commerce from 2000 to 2002. Ms. Martin is a Chartered Financial Analyst (CFA) and a Chartered Professional Accountant (CPA), and holds the professional independent director designation (ICD.D) from the Institute of Corporate Directors and the University of Toronto’s Joseph L. Rotman School of Management. Ms. Martin earned her Bachelor’s degree in finance and economics from the University of Western Ontario. We believe Ms. Martin is qualified to serve on our board due to her extensive public companies experience and her expertise in finance.

Andrew Rechtschaffen will serve as a member of our board of directors upon the commencement of trading of the units on NYSE. Mr. Rechtschaffen founded AREX Capital Management, LP in October 2017 and serves as its Chief Executive Officer. Prior to AREX, Mr. Rechtschaffen was with Greenlight Capital LP from 2011 through 2017, where he became a partner in 2014. Earlier, he was the founder and portfolio manager of Obrem Capital Management LLC from 2008 until 2010, a managing director in the Principal Strategies Group at Citadel Investment Group LLC from 2005 until 2006, and with Greenlight Capital LP from 2002 through 2005, where he became a Partner in 2005. Mr. Rechtschaffen worked as an Associate in Morgan Stanley’s Investment Banking Division from 2000 to 2002. Mr. Rechtschaffen graduated from the Wharton School at the University of Pennsylvania, summa cum laude, with a Bachelor of Science degree and an MBA. We believe Mr. Rechtschaffen is qualified to serve on our board due to his extensive experience in financial industry and management skills.

Number and Terms of Office of Officers and Directors

Our board of directors will consist of five members and will be divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, voting together as a single class. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on NYSE. The term of office of the first class of directors, which will consist of ___ will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of ___ will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Mr. Hudson and ___, will expire at the third annual general meeting.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Director Independence

NYSE rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the commencement of trading of our units on NYSE, we expect to have three “independent directors” as defined in NYSE rules and applicable SEC rules prior to completion of this offering. Our board of directors expects to determine that Paul Stoyan, Karen Martin and ___ are “independent directors” as defined in NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees, finder’s fees, consulting fees or success fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from net proceeds of this offering and the sale of the private placement units not held in the trust account:

• Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

• Payment of consulting, success or finder’s fees to our independent directors, advisors or their respective affiliates in connection with the consummation of our initial business combination;

• We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;

• Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and

• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to fund working capital or to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such shares would be identical to the private placement shares. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Commencing on the date that our securities are first listed on NYSE through the earlier of consummation of our initial business combination and our liquidation, we intend to reimburse our sponsor, or an affiliate of our sponsor, for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services provided to us in an amount fixed at $10,000 per month. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, directors or officers, or our or their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Upon the commencement of trading of our units on NYSE, our board of directors will establish three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below.

Audit Committee

Upon the commencement of trading of our units on NYSE, our board of directors will establish an audit committee of the board of directors. Paul Stoyan, Karen Martin and ___ will serve as the members of our audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Paul Stoyan, Karen Martin and ___ are each independent.

___ will serve as the chair of the audit committee. Each member of the audit committee is financially literate, and our board of directors has determined that ___ qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:

• assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

• pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

• setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

• meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

• reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Upon the commencement of trading of our units on NYSE, our board of directors will establish a compensation committee of our board of directors. The members of our compensation committee will be Paul Stoyan, Karen Martin and ___. ___ will serve as chair of the compensation committee. Under the NYSE listing standards and applicable SEC

rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Paul Stoyan, Karen Martin and ___ are each independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

• reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers;

• reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting management in complying with our proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

• producing a report on executive compensation to be included in our annual proxy statement; and

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC.

Nominating and Corporate Governance Committee

Upon the commencement of trading of our units on NYSE, our board of directors will establish a corporate governance and nominating committee of our board of directors. The members of our corporate governance and nominating committee will be Paul Stoyan, Karen Martin and ___. ___ will serve as chairman of the corporate governance and nominating committee.

We will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including:

• Identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors;

• developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

• coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

• reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Clawback Policy

We will adopt a compensation recovery policy that is compliant with NYSE listing rules as required by the Dodd-Frank Act.

Code of Ethics

Prior to the consummation of this offering, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC’s website atwww.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this prospectus entitled “Where You Can Find Additional Information.” If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K filed with the SEC or on our website, if we establish one, and keep such information on the website for at least 12 months. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• duty to not improperly fetter the exercise of future discretion;

• duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has

then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity (unless such opportunity was presented to such individuals in his or her capacity as an officer or director of our company), subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties:

In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. If any of our sponsor, officers or directors becomes as aware of a business combination opportunity which is suitable for an entity to which he, she or it has then current fiduciary or contractual obligations, then he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target.

Potential investors should also be aware of the following other potential conflicts of interest:

• Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

• Our sponsor purchased founder shares prior to the date of this prospectus and will purchase private placement units in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement units may have no value to the holder. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination; or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The private placement units (including the securities underlying such units) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or rights directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

• Steven K. Hudson, our Chairman and Chief Executive Officer, and Andrew Rechtschaffen, our director nominee, have each expressed an interest in purchasing up to 1,000,000 units in this offering (2,000,000 units in total) 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). Units sold in this offering that are purchased by Mr. Hudson and Mr. Rechtschaffen would be subject to certain resale restrictions. 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. There can be no assurance that Mr. Hudson and/or Mr. Rechtschaffen will acquire any units in this offering or as to the amount they will retain. Regardless of the number of units Mr. Hudson and Mr. Rechtschaffen purchase, they will have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In addition, Mr. Hudson and Mr. Rechtschaffen potentially will have different interests than our other public shareholders in approving our initial business combination and otherwise in exercising their rights as public shareholders because of the sponsor’s ownership (and their indirect ownership) of founder shares, which will incentivize them to act in a manner that may protect their interests in the founder shares.

• Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

• The personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a business combination.

• Our sponsor and members of our management team will, directly or indirectly, own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of this offering and assuming no exercise of the over-allotment option, our sponsor will have invested in us an aggregate of $2,275,000, comprised of the $25,000 purchase price for the founder shares and the $2,250,000 purchase price for the private placement units. Assuming a trading price of $10.00 per public share upon consummation of our initial business combination, the 5,000,000 founder shares (assuming no exercise of the over-allotment option, excluding the 225,000 private placement shares, after automatic conversion of the 5,000,000 founder shares) would have an aggregate implied value of $50,000,000. Even if the trading price of our ordinary shares were as low as $0.46 per share, and disregarding the private placement units, the value of the founder shares would be equal to our sponsor’s aggregate initial investment in us. As a result, our sponsor is likely to be able to make a substantial profit on its investment in us at a time when our public shares have lost significant value. Accordingly, members of our management team, who own interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

• Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

• In the event our sponsor or members of our management team provide loans to us to fund working capital or to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

• If we agree to pay, to the extent permitted by law, our sponsor, officers or directors, or our or their affiliates, a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination, which, if made prior to the completion of our initial business combination, will be paid from net proceeds of this offering and the sale of the private placement units not held in the trust account.

• We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. Accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a target business that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view.

Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers, directors or advisors a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

Steven K. Hudson, our Chief Executive Officer and Chairman, is bound by non-compete provisions contained in his retirement agreement entered into with ECN Holdings, which provisions are in effect for eighteen months from April 28, 2026, and which prohibit Mr. Hudson from engaging in Covered Activities for Covered Businesses. Mr. Hudson is also prohibited from engaging in Covered Activities with respect to any business that ECN Holdings was in the process of

developing, as reflected in a written business or strategic plan of ECN Holdings that was communicated to Mr. Hudson, as of April 28, 2026. In connection with those non-compete provisions, ECN Holdings is obligated to make certain payments to Mr. Hudson. In addition, until April 28, 2028, Mr. Hudson is bound by non-solicitation provisions that prohibit him, among other things, from (i) soliciting business for any competitive Covered Business from any customer or client of ECN Holdings or its subsidiaries with whom Mr. Hudson had material dealings during the twelve months ending on April 28, 2026, or (ii) attempting either to direct any such customer or client away from ECN Holdings or its subsidiaries or to discontinue or alter one or more of their relationships with ECN Holdings or its subsidiaries.

In light of these non-competition and non-solicitation provisions, we will not seek an initial business combination with any company with operations in a Covered Business. In addition, if our initial business combination does not cause Mr. Hudson to violate the non-competition and non-solicitation provisions described above, no assurance can be given that the combined company would not in the future engage in activities that would cause him to be in breach of the non-competition provisions.

Furthermore, if Mr. Hudson becomes aware of a business combination opportunity that is subject to the non-competition agreement with ECN Holdings, he will honor such contractual obligations and not present such opportunity to us. See “Risk Factors — Risks Relating to our Management Team — Steven K. Hudson, our Chief Executive Officer and Chairman, is party to a certain agreement that will limit the types of companies that we can target for an initial business combination, which could limit our prospects for an initial business combination.”

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares and private placement shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s amended and restated memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.