UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~April 1214, ~~2021~~2022

PINE ISLAND ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-39707		85-2640308
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2455 E. Sunrise Blvd. Suite 1205

Fort Lauderdale, FL

33304

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (954) 526-4865

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	PIPP.U	The New York Stock Exchange ~~LLC~~
Shares of Class A common stock included as part of the units	PIPP	The New York Stock Exchange ~~LLC~~
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	PIPP WS	The New York Stock Exchange ~~LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 41.0201. ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

~~Pine~~The ~~Island~~disclosure ~~Acquisition~~contained ~~Corp.~~in ~~(the~~Item ~~“Company”) historically classified a portion of its shares of Class A common stock as permanent equity~~2.03 Onhereof November 12, 2021, the management and the audit committee of the Company’s Board of Directors (the “Audit Committee”), after consultation with Marcum LLP, concluded that, in connection with the reclassification related to temporary equity and permanent equity made in the historical financial statements, it is ~~appropriate~~incorporated toby ~~amend and restate (i) the Company’s audited balance sheet as of November 19, 2020 that was included in the Company’s~~reference Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 25, 2020, (ii) the Company’s previously issued audited financial statements for the period ended December 31, 2020 and for the period from August 21, 2020 (inception) through December 31, 2020, as restated in ~~the~~this ~~Company’s~~Item ~~Annual Report on Form 10-K/A filed with the SEC on July~~ 1, 2021, and (iii) the Company’s previously issued unaudited condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and the Company’s previously issued unaudited condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 that were included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, respectively (collectively, the “Non-Reliance Financial Statements”), filed with the SEC on July 1, 2021 and August 16, 2021, respectively.01.

~~Considering~~Item ~~such restatements, the Non-Reliance Financial Statements should no longer be relied upon~~2.03. ~~The~~Creation ~~Company~~of ~~will include~~ a ~~restatement~~Direct footnote in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 to reflect the adjustments for the reclassification related to temporary equity and permanent equity with respect to the Non-Reliance Financial ~~Statements.~~Obligation ~~These~~or ~~restatements~~an ~~will~~Obligation ~~result~~under inan ~~non~~Off-~~cash,~~Balance ~~non-operating~~Sheet ~~financial~~Arrangement ~~statement~~of ~~corrections~~a ~~and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.~~Registrant

~~The~~On April 14, 2022, Pine Island Acquisition Corp. (the “Company”) issued an unsecured amended and restated promissory note (the “Note”) in the amount of up to $600,000 to Pine Island Sponsor LLC. Pine Island Sponsor LLC is the Company’s ~~management~~sponsor and is affiliated with Pine Island Capital Partners, which is a private equity firm of which John A. Thain, the ~~Audit~~Company’s ~~Committee~~Chairman ~~have~~of ~~discussed~~the Board, is a co-founder and is the Chairman of the Investment Committee, and Philip A. Cooper, the ~~matters~~Chief ~~disclosed~~Executive inOfficer ~~this~~and ~~Current~~a ~~Report~~director onof ~~Form~~the 8Company, is a co-Kfounder ~~pursuant~~and tomanaging ~~this~~partner, ~~Item~~and 4Charles G.02 Bridge, ~~with~~Jr., ~~Marcum~~the ~~LLP~~Company’s asChief Financial Officer. The Company may request, from time to time, drawdowns under the Note to be used to fund the Company’s ~~independent~~working capital requirements. As of April 15, 2022, the Company had $487,000 outstanding under the Note. The ~~registered~~Note ~~public~~bears ~~accounting~~no ~~firm~~interest and is repayable in full upon the earlier to occur of (i) November 19, 2022 and (ii) the date on which the Company consummates a business combination. The Company may prepay the principal balance under the Note at any time at its election and without penalty. The Note is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

~~Cautionary~~The ~~Statements~~foregoing ~~Regarding~~description ~~Forward-Looking~~is qualified in its entirety by reference ~~Statements~~to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

~~This~~Item ~~Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U~~9.S01. ~~Private~~Financial ~~Securities~~Statements Litigation Reform Act of 1995, as amended. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such forward-looking statements are based on current expectations as of the date of this Current Report on Form 8-K and ~~involve a number of risks and uncertainties that may cause actual results to differ significantly~~Exhibits. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

(d)	Exhibits.

10.1	Promissory Note, dated April 14, 2022, issued by Pine Island Acquisition Corp. to Pine Island Sponsor LLC

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

~~Dated:~~Pursuant ~~November~~to 18the requirements of the Securities Exchange Act of 1934, ~~2021~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~PINE ISLAND ACQUISITION CORP. By~~Dated: ~~/s/~~April ~~Charles G. Bridge~~15, ~~Jr. Name: Title: Charles G. Bridge, Jr. Chief Financial Officer~~2022

	PINE ISLAND ACQUISITION CORP.

	By:	/s/ Charles G. Bridge, Jr.
	Name:	Charles G. Bridge, Jr.
	Title:	Chief Financial Officer

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