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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Pinnacle Acquisition Corp (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
(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) |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
20.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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.
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