PNAQ: 10% Owner Rechtschaffen Surrenders 750,000 Founder Shares

What Happened
Andrew Rechtschaffen, reported as a 10% owner and co-managing member of PAC Sponsor, LLC, recorded a disposition on 2026-09-21: 750,000 Class B ordinary (founder) shares were surrendered to Pinnacle Acquisition Corp. The Form 4 lists the transaction as code "J" (other acquisition/disposition) and classifies the shares as derivative. No proceeds were received—the shares were surrendered for no consideration.

Key Details

• Transaction date: 2026-09-21 (filed on 2026-09-23). The filing appears to have been submitted within the typical Form 4 window.
• Price / proceeds: N/A — shares surrendered for no consideration.
• Shares affected: 750,000 Class B ordinary shares (founder shares) were surrendered by PAC Sponsor, LLC. The filing does not state an exact post-transaction total for Rechtschaffen personally; it notes these shares were held by the Sponsor and that Sponsor holdings decreased by 750,000.
• Transaction code: J (other acquisition/disposition); reported as a derivative transaction.
• Relevant footnotes from the filing:
  • Founder Class B shares convert one-for-one into Class A shares at the time of the issuer’s initial business combination (or earlier at holder’s option) and have no expiration.
  • The 750,000 shares were surrendered by the Sponsor for no consideration because the underwriters did not exercise the over-allotment option in the IPO.
  • Shares were held by PAC Sponsor, LLC; Steven K. Hudson and AVR Capital Holdings, LLC (an affiliate of Andrew Rechtschaffen) are co-managing members who control the Sponsor.

Context
This was an administrative/structural action tied to IPO mechanics (overallotment handling) rather than an open-market sale. Because the shares were surrendered by the Sponsor for no consideration and are founder (derivative) shares that convert upon a business combination, this filing does not directly signal a cash-driven trade or clear change in insider sentiment. As a 10% owner via the Sponsor, Rechtschaffen’s report reflects institutional/sponsor-level holdings rather than routine executive buying or selling.