UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~June~~September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40179

PINE TECHNOLOGY ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)

Delaware		86-1328728
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

260 Lena Drive Aurora, Ohio 44202 (Address of principal executive offices)

~~Aurora,~~(212) ~~Ohio~~402-8216 (Issuer’s ~~44202~~telephone number)

(Address of principal executive offices)

(212) 402-8216

(Issuer’s telephone number)

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 warrant	PTOCU	The Nasdaq Stock Market LLC
Shares of Class A common stock	PTOC	The Nasdaq Stock Market LLC
Warrants included as part of the units	PTOCW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~August~~October 1031, 2022, there were 34,500,000 shares of Class A common stock, par value $0.0001 per share, and 8,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

PINE TECHNOLOGY ACQUISITION CORP. Form 10-Q For the Quarter Ended September 30, 2022

Form 10-Q

For the Quarter Ended June 30, 2022

Table of Contents

	~~Page~~	Page
Part I. Financial Information
PART I. FINANCIAL INFORMATION		1
Item 1. Financial Statements	1
Item 1. Financial Statements.		1
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021(Audited)	1
Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 (Audited)		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	2
Condensed Statements of Operations for the Three and Nine Months Ended September 30,2022 and 2021(Unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	3
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30,2022 and 2021 (Unaudited)		3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)	4
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021(Unaudited)		4
Notes to Unaudited Condensed Financial Statements	5	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19	20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		24
Item 4. Controls and Procedures	23
Item 4. Controls and Procedures Disclosure Controls and Procedures		25
Part II. Other Information
PART II - OTHER INFORMATION		26
Item 1. Legal Proceedings	24
Item 1. Legal Proceedings.		26
Item 1A. Risk Factors	24
Item 1A. Risk Factors.		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		26
Item 3. Defaults Upon Senior Securities	24
Item 3. Defaults Upon Senior Securities.		26
Item 4. Mine Safety Disclosures	24
Item 4. Mine Safety Disclosures.		26
Item 5. Other Information	24
Item 5. Other Information.		27
Item 6. Exhibits	25	27
Part III. Signatures	26
PART III SIGNATURES		28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements. ~~(Unaudited)~~

PINE TECHNOLOGY ACQUISITION CORP.

~~CONDENSED~~Condensed ~~BALANCE SHEETS~~Balance Sheets

	June 30, 2022 (Unaudited)			December 31, 2021
	September 30, 2022 (Unaudited)			December 31, 2021
Assets:
Current Assets:
Cash	$	881,~~568~~137,976		$	313,382
Prepaid expenses		~~228~~163,~~710~~697			290,673
Other receivable		1,500,000			-
Total Current Assets		1,301,673			604,055
Total Current Assets		1,817,278			604,055
Prepaid expenses - non-current		—			54,586
Prepaid expenses - non-current		-			54,586
Marketable securities held in Trust Account		346,769,996			345,075,817
Cash held in Trust Account		345,258,146			345,075,817
Total Assets	$	348,071,669		$	345,734,458
Total Assets	$	347,075,424		$	345,734,458
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses	$	1723,~~202,300~~692		$	1,093,688
Due to Sponsor		6595,000			5,000
Income taxes payable		7373,~~450~~727			-—
Promissory note		350,~~655~~946			350,000
Total Current Liabilities		1,~~625~~543,~~405~~365			1,448,688
Warrant liabilities		1,~~628~~568,~~331~~998			22,434,321
Deferred underwriters’ discount		12,075,000			12,075,000
Total Liabilities		15,~~328~~187,~~736~~363			35,958,009
Commitments and Contingencies
Class A Common Stock subject to possible redemption; $0.0001 par value; 34,500,000 shares at redemption value at June 30, 2022 and December 31, 2021		345,028,683			345,075,817
Class A Common Stock subject to possible redemption; $0.0001 par value; 34,500,000 shares at redemption value at September 30, 2022 and December 31, 2021		346,396,269			345,075,817
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		-—			-—
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption at June 30, 2022 and December 31, 2021)		-			-
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption at September 30, 2022 and December 31, 2021)		—			—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		863			863
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 8,625,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		863			863
Additional paid-in capital		-—			-—
Accumulated deficit		(13,~~282~~512,~~858~~826	)		(35,300,231	)
Total Stockholders’ Deficit		(13,~~281~~511,~~995~~963	)		(35,299,368	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	~~347~~348,~~075~~071,~~424~~669		$	345,734,458

The accompanying notes are an integral part of the unaudited condensed financial statements.

PINE TECHNOLOGY ACQUISITION CORP.

~~CONDENSED~~Condensed ~~STATEMENTS~~Statements of ~~OF OPERATIONS~~Operations (Unaudited)

(UNAUDITED)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Formation and operating costs	$	352,010		$	639,593		$	940,022		$	799,820
Loss from operations		(352,010	)		(639,593	)		(940,022	)		(799,820	)

Other income (expense)
Interest income		1,796,863			25,784			2,057,229			55,688
Interest expense		(291	)		—			(946	)		—
Excess fair value over cash received for private placement warrants		—			—			—			(355,999	)
Offering expenses related to warrant issuance		—			—			—			(844,080	)
Termination fee		—			—			1,500,000			—
Change in fair value of warrant liabilities		59,333			2,025,330			20,865,323			8,680,011
Total other income, net		1,855,905			2,051,114			24,421,606			7,535,620
Income before provision for income taxes		1,503,895			1,411,521			23,481,584			6,735,800
Provision for income taxes		(366,277	)		—			(373,727	)		—
Net income	$	1,137,618		$	1,411,521		$	23,107,857		$	6,735,800
Weighted average shares outstanding, Class A common stock		34,500,000			34,500,000			34,500,000			25,274,725
Basic and diluted net income per share	$	0.03		$	0.03		$	0.54		$	0.20
Weighted average shares outstanding, Class B common stock		8,625,000			8,625,000			8,625,000			8,324,176
Basic and diluted net income per share	$	0.03		$	0.03		$	0.54		$	0.20

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Formation and operating costs	$	244,724		$	142,720		$	588,012		$	160,227
Loss from operations		(244,724	)		(142,720	)		(588,012	)		(160,227	)
Other income
Interest income		257,084			26,166			260,366			29,904
Interest expense		(366	)		-			(655	)		-
Termination fee		-			-			1,500,000			-
Excess fair value over cash received for private placement warrants		-			-			-			(355,999	)
Change in fair value of warrant liabilities		1,743,332			6,539,681			20,805,990			6,654,681
Offering expenses related to warrant issuance		-			-			-			(844,080	)
Total other income, net		2,000,050			6,565,847			22,565,701			5,484,506
Income before provision for income taxes		1,755,326			6,423,127			21,977,689			5,324,279
Provision for income taxes		(7,450	)		-			(7,450	)		-
Net income	$	1,747,876		$	6,423,127		$	21,970,239		$	5,324,279
Weighted average shares outstanding, Class A common stock		34,500,000			34,500,000			34,500,000			20,585,635
Basic and diluted net income per share	$	0.04		$	0.15		$	0.51		$	0.18
Weighted average shares outstanding, Class B common stock		8,625,000			8,625,000			8,625,000			8,625,000
Basic and diluted net income per share	$	0.04		$	0.15		$	0.51		$	0.18

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~2

2PINE TECHNOLOGY ACQUISITION CORP.

~~PINE~~Condensed ~~TECHNOLOGY~~Statements of ~~ACQUISITION~~Changes ~~CORP.~~in Stockholders’ Equity (Deficit) (Unaudited)

~~CONDENSED~~FOR ~~STATEMENTS~~THE OFTHREE ~~CHANGES~~AND INNINE ~~STOCKHOLDERS’~~MONTHS ENDED SEPTEMBER ~~EQUITY~~30, ~~(DEFICIT)~~2022

(UNAUDITED)

	Common Stock								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance-December 31, 2021		—	$	—		8,625,000	$	863	$	—	$	(35,300,231	)	$	(35,299,368	)
Accretion for Class A shares subject to redemption		—		—		—		—		—		75,817			75,817
Net income		—		—		—		—		—		20,222,363			20,222,363
Balance-March 31, 2022		—		—		8,625,000		863		—		(15,002,051	)		(15,001,188	)
Accretion for Class A shares subject to redemption		—		—		—		—		—		(28,683	)		(28,683	)
Net income		—		—		—		—		—		1,747,876			1,747,876
Balance-June 30, 2022		—		—		8,625,000		863		—		(13,282,858	)	$	(13,281,995	)
Accretion for Class A shares subject to redemption		—		—		—		—				(1,367,586	)		(1,367,586	)
Net income		—		—		—		—		—		1,137,618			1,137,618
Balance-September 30, 2022		—	$	—		8,625,000	$	863	$	—	$	(13,512,826	)	$	(13,511,963	)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~ SEPTEMBER 30, ~~2022~~ 2021

	Common Stock										Additional						Total Stockholders’
	Class A						Class B				Paid-In			Accumulated			~~Stockholders’~~Equity
	Shares			Amount			Shares		Amount		Capital			Deficit			(Deficit)
Balance—December 31, 2021		—		$	—			8,625,000	$	863	$	—		$	(35,300,231	)	$	(35,299,368	)
Balance-December 31, 2020		—			—			8,625,000		863		24,137			(1,940	)		23,060
Accretion for Class A shares subject to redemption		—			—			—		—		—			75,817			75,817
Sale of Units in Initial Public Offering, net of underwriting discount and initial fair value of public warrants		34,500,000			3,450			—		—		311,411,854			—			311,415,304
Net income		—			—			—		—		—			20,222,363			20,222,363
Class A common stock subject to possible redemption		(34,500,000	)		(3,450	)		—		—		(311,435,991	)		(33,564,297	)		(345,003,738	)
Balance—March 31, 2022		—		$	—			8,625,000	$	863	$	—		$	(15,002,051	)	$	(15,001,188	)
Net loss		—			—			—		—		—			(1,098,848	)		(1,098,848	)
Accretion for Class A shares subject to redemption		—			—			—		—		—			(28,683	)		(28,683	)
Balance-March 31, 2021		—			—			8,625,000		863		—			(34,665,085	)		(34,664,222	)
Net income		—			—			—		—		—			1,747,876			1,747,876
Accretion for Class A shares subject to redemption		—			—			—		—		—			(26,166	)		(26,166	)
Balance—June 30, 2022		—		$	—			8,625,000	$	863	$	—		$	(13,282,858	)	$	(13,281,995	)
Net income		—			—			—		—		—			6,423,127			6,423,127
Balance-June 30, 2021		—			—			8,625,000		863		—			(28,268,124	)		(28,267,261	)
Accretion for Class A shares subject to redemption		—			—			—		—		—			(25,784	)		(25,784	)
Net income		—			—			—		—		—			1,411,521			1,411,521
Balance-September 30, 2021		—		$	—			8,625,000	$	863	$	—		$	(26,882,387	)	$	(26,881,524	)

~~FOR~~The ~~THE~~accompanying ~~THREE~~notes ~~AND~~are ~~SIX~~an ~~MONTHS~~integral ~~ENDED~~part ~~JUNE 30,~~of ~~2021~~these unaudited condensed financial statements.

	Common Stock										Additional						Total Stockholders’
	Class A						Class B				Paid-In			Accumulated			Equity
	Shares			Amount			Shares		Amount		Capital			Deficit			(Deficit)
Balance—December 31, 2020		—			—			8,625,000		863		24,137			(1,940	)		23,060
Sale of Units in Initial Public Offering, net of underwriting discount and initial fair value of public warrants		34,500,000			3,450			—		—		311,411,854			—			311,415,304
Class A common stock subject to possible redemption		(34,500,000	)		(3,450	)		—		—		(311,435,991	)		(33,564,297	)		(345,003,738	)
Net loss		—			—			—		—		—			(1,098,848	)		(1,098,848	)
Balance—March 31, 2021		—		$	—			8,625,000	$	863	$	—		$	(34,665,085	)	$	(34,664,222	)
Accretion for Class A shares subject to redemption		—			—			—		—		—			(26,166	)		(26,166	)
Net income		—			—			—		—		—			6,423,127			6,423,127
Balance—June 30, 2021		—		$	—			8,625,000	$	863	$	—		$	(28,268,124	)	$	(28,267,261	)

~~The~~PINE ~~accompanying~~TECHNOLOGY ~~notes~~ACQUISITION ~~are an integral part of these unaudited condensed financial statements~~CORP.

3Condensed Statements of Cash Flows (Unaudited)

PINE TECHNOLOGY ACQUISITION CORP.

	For the Nine Months Ended September 30, 2022			For the Nine Months Ended September 30, 2021
Cash Flows from Operating Activities:
Net income	$	23,107,857		$	6,735,800
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Trust Account		(2,057,229	)		(55,688	)
Interest accrued on note payable		946			—
Change in fair value of warrant liabilities		(20,865,323	)		(8,680,011	)
Excess of fair value over cash received for private placement warrants		—			355,999
Offering costs allocated to warrant issuance		—			844,080
Changes in current assets and current liabilities:
Prepaid assets		181,562			(441,945	)
Accounts payable and accrued expenses		(369,996	)		273,517
Due to Sponsor		90,000			—
Income taxes payable		373,727			—
Net cash provided by (used in) operating activities		461,544			(968,248	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust account to pay franchise taxes		363,050			—
Investment of cash in Trust Account		—			(345,000,000	)
Net cash provided by (used in) investing activities		363,050			(345,000,000	)

Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriting discount		—			338,100,000
Proceeds from issuance of Private Placement Warrants		—			8,900,000
Cash received for share receivable		—			25,000
Payment of offering costs		—			(575,076	)
Net cash provided by financing activities		—			346,449,924

Net Change in Cash		824,594			481,676
Cash - Beginning		313,382			—
Cash - Ending	$	1,137,976		$	481,676

Non-cash investing and financing activities:
Initial value of Class A common stock subject to possible redemption	$	—		$	345,000,000
Initial value of warrant liabilities	$	—		$	24,205,999
Accretion for Class A common stock subject to possible redemption	$	1,320,452		$	55,688
Deferred underwriting discount payable charged to additional paid-in capital	$	—		$	12,075,000

~~CONDENSED STATEMENTS OF CASH FLOWS~~4

~~(UNAUDITED)~~PINE TECHNOLOGY ACQUISITION CORP.

	For the Six months Ended June 30,			For the Six months Ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	21,970,239		$	5,324,279
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Trust Account		(260,366	)		(29,904	)
Interest accrued on note payable		655			—
Change in fair value of warrant liabilities		(20,805,990	)		(6,654,681	)
Excess of fair value over cash received for private placement warrants		—			355,999
Offering costs allocated to warrant issuance		—			844,080
Changes in current assets and current liabilities:
Prepaid assets		116,549			(529,469	)
Other receivable		(1,500,000	)		—
Accounts payable and accrued expenses		108,612			148,952
Due to Sponsor		60,000			—
Income taxes payable		7,450			—
Net cash used in operating activities		(302,851	)		(540,744	)
Cash Flows from Investing Activities:
Cash withdrawn from Trust account to pay franchise taxes		78,037			—
Investment of cash in Trust Account		—			(345,000,000	)
Net cash provided by (used in) investing activities		78,037			(345,000,000	)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriting discount		—			338,100,000
Proceeds from issuance of Private Placement Warrants		—			8,900,000
Cash received for share receivable		—			25,000
Payment of offering costs		—			(575,076	)
Net cash provided by financing activities		—			346,449,924
Net Change in Cash		(224,814	)		909,180
Cash – Beginning		313,382			—
Cash – Ending	$	88,568		$	909,180
Non-cash investing and financing activities:
Initial value of Class A common stock subject to possible redemption	$	—		$	345,000,000
Initial value of warrant liabilities	$	—		$	24,205,999
Accretion for Class A common stock subject to possible redemption	$	47,134		$	33,590,463
Deferred underwriting discount payable charged to additional paid-in capital	$	—		$	12,075,000

Notes to Financial Statements

4September 30, 2022

~~PINE~~Note ~~TECHNOLOGY~~1 ~~ACQUISITION~~- ~~CORP.~~Organization and Business Operations Organization and General

~~NOTES~~Pine TOTechnology ~~FINANCIAL~~Acquisition ~~STATEMENTS~~Corp. (the “Company”) was incorporated in Delaware on December 30, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

~~June~~As of September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022, relates to the Company’s formation and the initial public offering (“IPO”) which is described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on from the marketable securities held in the Trust Account (as defined below).

~~Note 1 - Organization and Business Operations~~Financing

~~Organization~~The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). On March 15, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, ~~General~~with respect to the Class A common stock included in the Units being offered, the “public shares”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4.

~~Pine~~Simultaneously ~~Technology~~with ~~Acquisition Corp. (~~the ~~“Company”) was~~closing ~~incorporated~~of inthe ~~Delaware on December 30~~IPO, ~~2020. The~~ the Company ~~was~~consummated ~~formed for~~ the ~~purpose~~sale of ~~entering into a merger~~5, ~~capital stock exchange~~933, ~~asset~~333 ~~acquisition,~~warrants ~~stock purchase, reorganization or similar Business Combination with one or more businesses~~ (athe “~~Business~~Private ~~Combination~~Placement Warrants”)~~. The~~, ~~Company~~at ~~is not limited to~~ a ~~particular~~price ~~industry or geographic region for purposes~~ of ~~consummating a Business Combination~~$1.50 ~~The~~per ~~Company is~~Private ~~an early stage and emerging growth company and~~Placement Warrant, aswhich ~~such, the Company~~ is ~~subject~~discussed toin ~~all~~Note ~~of the risks associated with early stage and emerging growth companies~~5.

AsTransaction costs of ~~June 30, 2022,~~ the ~~Company~~IPO ~~had~~amounted ~~not~~to ~~yet commenced~~$19,478,776, ~~any~~consisting ~~operations.~~of ~~All~~$6,900,000 ~~activity~~of ~~through~~underwriting ~~June 30~~discount, ~~2022~~$12,075,000 ~~relates~~of todeferred ~~the~~underwriting ~~Company’s~~discount ~~formation~~ and ~~the~~$503,776 ~~initial~~of ~~public~~other offering ~~(“IPO”)~~costs. ~~which~~Of isthe ~~described~~total ~~below~~transaction costs, ~~and~~$844,080 ~~subsequent~~was toexpensed ~~the~~as ~~IPO,~~non-operating ~~identifying~~expenses ain ~~target~~that ~~company~~statement ~~for~~of aoperations ~~Business~~with ~~Combination.~~the ~~The~~rest ~~Company~~of ~~will~~the ~~not generate~~transaction ~~any~~costs ~~operating~~charged ~~revenues~~to ~~until~~stockholders’ ~~after~~equity for the ~~completion~~three ofmonths aended ~~Business~~March ~~Combination~~31, ~~at the earliest~~2021. The ~~Company~~transaction ~~will~~costs ~~generate~~were ~~non-operating income~~allocated inbased ~~the~~on ~~form~~a relative offair ~~interest~~value ~~income~~basis, oncompared ~~from~~to the ~~marketable~~total ~~securities~~offering ~~held~~proceeds, inbetween the ~~Trust~~fair ~~Account~~value ~~(as~~of ~~defined~~the ~~below)~~public warrant liabilities and the Class A common stock.

~~Financing~~Trust Account

~~The~~Following ~~registration~~the ~~statement~~closing ~~for~~of the ~~Company’s~~ IPO ~~was declared effective~~ on March 1015, 2021, $345,000,000 (~~the~~$10.00 ~~“Effective~~per ~~Date”~~Unit). Onfrom ~~March~~the ~~15,~~net ~~2021,~~offering proceeds of the ~~Company~~sale ~~consummated~~of the Units in the IPO and the sale of the Private Placement ~~34,500,000~~Warrants ~~units~~was placed in a trust account (the “~~Units~~Trust Account”) and was invested in U.S. government securities, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any shares of the Company’s Class A common stock ~~included~~sold in the IPO properly submitted in connection with a stockholder vote to amend the ~~Units~~Company’s ~~being~~amended ~~offered,~~and restated certificate of incorporation (i) to modify the “substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 24 months from closing of the IPO (unless extended in accordance with the Company’s amended and restated certificate of incorporation) (the “Completion Window”) or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, atand ~~$10.00~~(c) ~~per~~the ~~Unit~~redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within the Completion Window, ~~generating~~subject ~~gross~~to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of ~~$345~~the Company’s creditors,~~000~~ if any,~~000,~~ which iscould ~~discussed~~have priority inover ~~Note~~the 3claims of the Company’s public stockholders.

~~Simultaneously with the closing of the IPO, the Company consummated the sale of~~ 5~~,933,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4.~~

~~Transaction~~Initial ~~costs~~Business of the IPO amounted to $19,478,776, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount and $503,776 of other offering costs. Of the total transaction costs, $844,080 was expensed as non-operating expenses in that statement of operations with the rest of the transaction costs charged to stockholders’ equity for the three months ended March 31, 2021. The transaction costs were allocated based on a relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock.Combination

~~Trust~~The ~~Account~~Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all the net proceeds are intended to be generally applied toward consummating a Business Combination.

~~Following~~The ~~the~~Company’s ~~closing~~Business ofCombination ~~the~~must ~~IPO on March 15,~~be ~~2021,~~with ~~$345,000,000~~one ~~($10.00~~or ~~per~~more ~~Unit)~~target ~~from~~businesses ~~the~~that ~~net~~together ~~offering~~have ~~proceeds~~a offair ~~the~~market ~~sale~~value ofequal ~~the~~to ~~Units~~at inleast ~~the~~80% ~~IPO and the sale~~ of the ~~Private~~balance ~~Placement Warrants was placed~~ in ~~a trust account (~~the “Trust Account”) ~~and was invested in U.S. government securities, with a maturity~~(excluding ~~of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under~~ the ~~Investment~~amount ~~Company Act~~ of ~~1940,~~any asdeferred ~~amended (the~~underwriting ~~“Investment~~discount ~~Company~~and ~~Act”),~~taxes ~~which~~payable ~~invest~~on ~~only~~the inincome ~~direct U.S. government treasury obligations. Except with respect to interest~~ earned on the ~~funds held in the~~ Trust Account) ~~that~~at ~~may be released to~~ the ~~Company~~time toof ~~pay its tax obligations,~~ the ~~proceeds from the IPO~~signing ~~and~~an ~~the~~agreement ~~sale of Private Placement Warrants will not be released from the Trust Account until the earliest~~ to ~~occur~~enter ~~of:~~into (a) ~~the completion of the Company’s initial~~ Business Combination. However, ~~(b)~~ the ~~redemption of any shares of the~~ Company’s ~~Class~~will Aonly ~~common~~complete ~~stock sold in the IPO properly submitted in connection with~~ a ~~stockholder~~Business ~~vote~~Combination toif ~~amend~~ the ~~Company’s amended and restated certificate of incorporation~~post-Business ~~(i)~~Combination tocompany ~~modify~~owns ~~the~~or ~~substance~~acquires 50% or ~~timing~~more of the ~~Company’s~~outstanding ~~obligation~~voting tosecurities ~~redeem 100%~~ of the ~~Company’s~~target ~~public~~or ~~shares~~otherwise ifacquires ita ~~does~~controlling ~~not~~interest ~~complete its initial Business Combination within 24 months from closing of the IPO (unless extended~~ in ~~accordance with~~ the ~~Company’s amended~~target ~~and~~sufficient ~~restated~~for ~~certificate~~it ofnot ~~incorporation) (the “Completion Window”) or (ii) with respect~~ to ~~any~~be ~~other~~required ~~material provisions relating~~ to ~~stockholders’~~register ~~rights~~as oran ~~pre-initial~~investment ~~Business~~company ~~Combination~~under ~~activity, and (c)~~ the ~~redemption~~Investment ~~of the~~ Company’s ~~public shares~~Act. ~~if the Company~~ There is ~~unable~~no toassurance ~~complete~~that the ~~initial~~Company ~~Business~~will ~~Combination~~be ~~within~~able ~~the Completion Window, subject~~ to ~~applicable~~successfully ~~law. The~~effect ~~proceeds~~a ~~deposited~~Business ~~in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders~~Combination.

~~Initial~~The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to certain limitations.

The ~~Company’s~~shares ~~management~~of ~~has~~common ~~broad~~stock ~~discretion~~subject to redemption ~~with~~is ~~respect~~recorded toat ~~the~~a ~~specific~~redemption ~~application~~value ofand ~~the~~classified ~~net~~as ~~proceeds~~temporary equity upon the completion of the IPO in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, ~~although~~the ~~substantially~~Company ~~all~~will proceed with a Business Combination if the Company has net ~~proceeds~~tangible ~~are~~assets ~~intended~~of toat ~~be generally~~least ~~applied~~$5,000,001 ~~toward~~upon ~~consummating~~such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

5The Company will have 24 months from the closing of the IPO (unless extended in accordance with the Company’s amended and restated certificate of incorporation) to consummate a Business Combination. However, if the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of permitted withdrawals and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~PINE~~The ~~TECHNOLOGY~~Company’s ~~ACQUISITION~~Sponsor, ~~CORP~~officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Completion Window, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window).

~~NOTES TO FINANCIAL STATEMENTS~~6

~~June~~The 30Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, ~~2022~~or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets in each case net of permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

~~The~~On December 7, 2021, the Company’s ~~Business~~entered ~~Combination~~into ~~must~~an beagreement and plan of merger (the “Merger Agreement”) with ~~one~~Pine orTechnology ~~more~~Merger ~~target~~Corp., ~~businesses~~a ~~that~~Delaware ~~together~~corporation ~~have~~(“Merger Sub”), and The Tomorrow Companies Inc., a ~~fair~~Delaware ~~market~~corporation ~~value~~(“Tomorrow.io”). ~~equal~~On toMarch at6, ~~least~~2022, ~~80%~~the above parties entered into a Termination of ~~the~~Agreement ~~balance~~and inPlan of Merger (the ~~Trust~~“Termination ~~Account~~Agreement”) pursuant to which, due to market ~~(excluding~~conditions, the ~~amount~~parties thereto agreed to terminate the Merger Agreement effective as of ~~any~~such ~~deferred~~date, ~~underwriting~~after ~~discount~~taking ~~and~~several ~~taxes~~factors ~~payable~~into consideration. onPursuant to the ~~income~~Termination ~~earned~~Agreement, onTomorrow.io was obligated to pay the ~~Trust~~Company ~~Account~~$1,500,000 upon the earliest to occur of (a) at120 days from the ~~time~~date of the ~~signing~~Termination anAgreement, ~~agreement~~(b) totwo ~~enter~~business ~~into~~days aafter ~~Business~~the ~~Combination~~initial closing of Tomorrow.io’s ~~However,~~Next Financing (as defined in the ~~Company~~Termination ~~will~~Agreement) ~~only~~and ~~complete~~(c) immediately prior to the consummation of a ~~Business~~Change ~~Combination~~of ifControl ~~the~~(as ~~post-Business~~defined in ~~Combination~~the ~~company~~Termination ~~owns~~Agreement).The ortermination ~~acquires~~payment ~~50%~~was orreceived ~~more~~on July 1, 2022 As a result of the ~~outstanding~~Termination ~~voting~~Agreement, ~~securities~~the Merger Agreement is of ~~the~~no ~~target~~further orforce ~~otherwise~~and ~~acquires~~effect, aand ~~controlling interest~~certain agreements entered into and in connection with the ~~target~~Merger ~~sufficient~~Agreement, ~~for~~including, itbut not limited to, bethe ~~required~~Parent toSupport ~~register~~Agreement, dated as anof ~~investment~~December ~~company~~7, ~~under~~2021, by and among the ~~Investment~~Company, Tomorrow.io and Pine Technology Sponsor LLC, the Voting and Support Agreements, dated as of December 7, 2021, by and among the Company, ~~Act~~Merger Sub, Tomorrow.io ~~There~~and certain Tommorrow.io isstockholders, noand ~~assurance~~the ~~that~~Subscription Agreements, dated December 7, 2021, by and among the Company ~~will~~and becertain ~~able~~investors, towere ~~successfully~~either ~~effect~~terminated or ano ~~Business~~longer ~~Combination~~effective, as applicable, in accordance with their respective terms.

The Company ~~will~~intends ~~provide its public stockholders with the opportunity~~ to ~~redeem~~continue ~~all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called~~ to ~~approve~~pursue the ~~initial Business Combination or (ii) by means of a tender offer. The~~consummation ~~decision as to whether the Company will seek stockholder approval~~ of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business ~~days~~combination ~~prior~~with toan ~~the~~appropriate ~~consummation of the initial Business Combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to certain limitations~~target.

~~The~~Liquidity ~~shares of common stock subject to redemption is recorded at a redemption value~~ and ~~classified~~Going as temporary equity upon the completion of the IPO in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.Concern

~~The~~As ~~Company will have 24 months from the closing~~ of ~~the~~September ~~IPO (unless extended in accordance with the Company’s amended and restated certificate of incorporation) to consummate a Business Combination. However~~30, ~~if the Company is unable to complete a Business Combination within the Completion Window~~2022, the Company ~~will (i)~~had ~~cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business~~cash ~~days~~outside ~~thereafter, redeem~~ the ~~public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the~~ Trust Account, ~~including interest earned (net~~ of ~~permitted withdrawals and up to~~ $~~100~~1,~~000 to pay dissolution expenses)~~137,976 ~~divided~~available byfor ~~the number~~working ofcapital ~~then~~needs. ~~outstanding~~All ~~public~~remaining ~~shares,~~cash ~~which~~held ~~redemption~~in ~~will~~the ~~completely~~Trust ~~extinguish~~Account ~~public~~are ~~stockholders’ rights as stockholders~~unavailable ~~(including~~for the ~~right~~Company’s ~~to receive further liquidating distributions~~use, ifprior ~~any),~~to ~~subject~~an toinitial ~~applicable~~Business ~~law~~Combination, and ~~(iii)~~is asrestricted ~~promptly~~for asuse ~~reasonably possible~~either ~~following~~in ~~such~~a ~~redemption~~Business Combination, ~~subject~~ to pay ~~the~~taxes ~~approval~~or ofto ~~the~~redeem ~~Company’s~~common ~~remaining~~stock. ~~stockholders~~As ~~and~~September ~~board~~30, ~~of directors~~2022, ~~liquidate and dissolve~~$363,050 ~~subject~~of ininterest ~~each~~income ~~case~~was towithdrawn from the ~~Company’s~~Trust ~~obligations~~Account ~~under Delaware law~~ to ~~provide~~pay ~~for claims of creditors and the requirements~~tax ~~of other applicable law~~obligations.

~~The~~Until ~~Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with~~ the ~~completion~~ consummation of ~~the~~a ~~initial~~ Business Combination, ~~(ii) waive their redemption rights with respect to their Founder Shares and public shares in connection~~ ~~with a stockholder vote to approve an amendment to~~ the Company’s ~~amended~~will ~~and~~be ~~restated~~using ~~certificate of incorporation to modify~~ the ~~substance~~ orfunds ~~timing~~not ofheld ~~the Company’s obligation to provide for the redemption of the public shares~~ in ~~connection with an initial Business Combination or to redeem 100% of~~ the ~~public shares if the Company has not consummated the initial Business Combination within the Completion Window, and (iii) waive their rights to liquidating distributions from the~~ Trust Account ~~with~~for ~~respect~~identifying toand ~~their~~evaluating ~~Founder Shares~~prospective ifacquisition ~~the~~candidates, ~~Company fails to complete the initial Business Combination within the Completion Window (although they will be entitled~~performing todue ~~liquidating~~diligence ~~distributions~~on ~~from~~prospective ~~the~~target ~~Trust~~businesses, ~~Account~~paying ~~with~~for ~~respect~~travel toexpenditures, ~~any~~selecting ~~public shares they hold if~~ the ~~Company~~target ~~fails~~business to ~~complete~~acquire, ~~the~~and ~~initial~~structuring, ~~Business~~negotiating ~~Combination~~and ~~within~~consummating the ~~Completion~~Business ~~Window)~~Combination.

6The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued.

~~PINE TECHNOLOGY ACQUISITION CORP.~~7

~~NOTES~~In TOconnection ~~FINANCIAL~~with ~~STATEMENTS~~the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 15, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by the Company’s shareholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension not requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 15, 2023. The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q.

~~June~~Risks ~~30,~~and ~~2022~~Uncertainties

~~The~~On ~~Company’s~~January ~~Sponsor~~30, ~~has~~2020, ~~agreed that it will be liable to~~ the ~~Company~~World ifHealth ~~and~~Organization (“WHO”) toannounced ~~the~~a ~~extent~~global ~~any~~health ~~claims~~emergency bybecause of a ~~third~~new ~~party~~strain ~~(other~~of ~~than~~coronavirus (the ~~Company’s~~“COVID-19 ~~independent registered~~outbreak”). ~~public~~In ~~accounting~~March ~~firm)~~2020, ~~for~~the ~~services~~WHO ~~rendered~~classified orthe ~~products~~COVID-19 ~~sold~~outbreak toas ~~the~~a ~~Company~~pandemic, orbased aon ~~prospective target business with which~~ the ~~Company has~~rapid ~~entered~~increase ~~into~~in aexposure ~~written~~globally. ~~letter~~The full impact of ~~intent,~~the ~~confidentiality~~COVID-19 oroutbreak ~~similar~~continues ~~agreement~~to orevolve. ~~Business~~The ~~Combination~~impact ~~agreement,~~of ~~reduce~~ the ~~amount of~~COVID-19 ~~funds~~outbreak inon the ~~Trust~~Company’s ~~Account~~financial toposition ~~below~~will ~~the~~depend on ~~lesser~~future ofdevelopments, ~~(i)~~including ~~$10.00~~the ~~per~~duration ~~public share~~ and ~~(ii)~~spread of the ~~actual~~outbreak ~~amount~~and ~~per~~related ~~public~~advisories ~~share~~and ~~held~~restrictions. inThese ~~the~~developments ~~Trust~~and ~~Account~~the asimpact of the ~~date~~COVID-19 ofoutbreak on the ~~liquidation~~financial ofmarkets and the ~~Trust~~overall ~~Account,~~economy ifare ~~less~~highly ~~than~~uncertain ~~$10.00~~and ~~per~~cannot ~~share~~be ~~due~~predicted. If tothe ~~reductions~~financial inmarkets ~~the~~and/or ~~value of~~ the ~~trust~~overall ~~assets~~economy inare ~~each~~impacted ~~case~~for ~~net~~an ofextended ~~permitted withdrawals~~period, ~~provided~~the ~~that~~Company’s ~~such~~financial ~~liability~~position ~~will~~may ~~not~~be materially ~~apply~~adversely toaffected. ~~any~~Additionally, ~~claims~~the byCompany’s aability ~~third~~to ~~party or~~complete ~~prospective~~an ~~target~~initial ~~business~~Business ~~who~~Combination ~~executed~~may abe ~~waiver~~materially adversely ofaffected ~~any~~due ~~and~~to ~~all~~significant ~~rights~~governmental tomeasures ~~the~~being ~~monies~~implemented ~~held~~to incontain the ~~Trust~~COVID-19 ~~Account~~outbreak ~~(whether~~ or ~~not~~treat ~~such~~its impact, including ~~waiver~~travel isrestrictions, ~~enforceable)~~the ~~nor~~shutdown ~~will~~of itbusinesses ~~apply~~and toquarantines, ~~any~~among ~~claims~~others, ~~under~~which may limit the Company’s ~~indemnity~~ability ofto ~~the~~have ~~underwriters of the IPO against certain~~meetings ~~liabilities,~~with ~~including~~potential ~~liabilities~~investors ~~under~~or affect the ~~Securities~~ability ~~Act~~ of ~~1933,~~a aspotential ~~amended~~target ~~(the~~company’s ~~“Securities Act”). However~~personnel, ~~the~~vendors ~~Company has~~and ~~not~~service ~~asked~~providers ~~its Sponsor~~ to ~~reserve~~negotiate and ~~for~~consummate ~~such~~an ~~indemnification~~initial ~~obligations,~~Business ~~nor~~Combination ~~has~~in ~~the~~a ~~Company~~timely ~~independently~~manner. ~~verified~~The ~~whether~~Company’s ~~its~~ability ~~Sponsor has~~to ~~sufficient~~consummate ~~funds~~an toinitial ~~satisfy~~Business ~~its~~Combination may ~~indemnity~~also ~~obligations~~be ~~and~~dependent ~~believe~~on ~~that~~ the ~~Company’s~~ability ~~Sponsor’s~~to ~~only~~raise ~~assets~~additional ~~are~~equity ~~securities of~~and ~~the~~debt ~~Company. Therefore~~financing, ~~the~~which ~~Company~~may ~~cannot~~be ~~assure~~impacted ~~that~~by ~~its~~the ~~Sponsor~~COVID-19 ~~would~~outbreak beand the ~~able~~resulting tomarket ~~satisfy those obligations~~downturn.

OnIn ~~December~~February 72022, ~~2021,~~Russia ~~the~~launched ~~Company~~a ~~entered into~~large-scale aninvasion ~~agreement and plan~~ of ~~merger~~Ukraine. ~~(the~~The ~~“Merger~~extent ~~Agreement”)~~and ~~with~~duration ~~Pine~~of ~~Technology~~the ~~Merger~~military ~~Corp.~~action, aresulting ~~Delaware~~sanctions ~~corporation (“Merger Sub”),~~ and ~~The~~resulting ~~Tomorrow~~future ~~Companies~~market ~~Inc.~~disruptions, aare impossible ~~Delaware~~to ~~corporation~~predict, ~~(“Tomorrow.io”).~~but Oncould ~~March~~be 6,significant. ~~2022,~~Although the ~~above~~Company ~~parties entered~~does ~~into~~not acurrently ~~Termination~~have ofoperations, ~~Agreement~~ and ~~Plan~~does ofnot ~~Merger~~anticipate ~~(the~~having operations, ~~“Termination~~in ~~Agreement”)~~Russia ~~pursuant~~or ~~to which~~Ukraine, ~~due to market conditions~~sanctions, ~~the~~an ~~parties~~increase ~~thereto~~in ~~agreed~~cyberattacks toand ~~terminate~~increases ~~the~~in ~~Merger~~energy ~~Agreement effective as of such date~~costs, ~~after~~among ~~taking~~other ~~several~~potential ~~factors into~~impacts ~~consideration.~~on ~~Pursuant~~regional toand ~~the~~global ~~Termination~~economic ~~Agreement,~~environment ~~Tomorrow.io~~and ~~was~~currencies, ~~obligated~~may tocause ~~pay~~demand ~~the~~for ~~Company~~products ~~$1,500,000~~and ~~upon~~services ~~the earliest~~ to ~~occur of~~be ~~(a) 120 days from the date of the Termination Agreement~~volatile, ~~(b)~~and ~~two~~cause ~~business~~abrupt changes ~~days~~in ~~after~~supply ~~the~~and ~~initial~~demand ~~closing~~ of ~~Tomorrow.io’s~~products ~~Next Financing~~and ~~(as~~services ~~defined~~which inhas ~~the~~had ~~Termination Agreement)~~ and ~~(c)~~may ~~immediately~~continue ~~prior~~ to ~~the~~have ~~consummation~~broader ofimplications ato ~~Change~~the ofglobal ~~Control~~economy. Such ~~(as~~instability ~~defined~~may in affect the ~~Termination~~Company’s ~~Agreement).The~~ability ~~termination~~to ~~payment~~consummate ~~was~~an ~~received~~initial onBusiness ~~July 1, 2022~~Combination.

AsNote a2 ~~result~~– ofRevision ~~the Termination Agreement, the Merger Agreement is~~ of no ~~further~~Previously ~~force~~Issued ~~and effect, and certain agreements entered into and in connection with the Merger Agreement, including, but not limited~~Financial to, the Parent Support Agreement, dated as of December 7, 2021, by and among the Company, Tomorrow.io and Pine Technology Sponsor LLC, the Voting and Support Agreements, dated as of December 7, 2021, by and among the Company, Merger Sub, Tomorrow.io and certain Tommorrow.io stockholders, and the Subscription Agreements, dated December 7, 2021, by and among the Company and certain investors, were either terminated or no longer effective, as applicable, in accordance with their respective terms.Statements

The Company ~~intends~~notes that the Class B common stock basic and diluted weighted average shares outstanding and the Class A common stock and Class B common stock basic and diluted earnings per share for the six months ended June 30, 2021 and the nine months ended September 30, 2021 were not restated correctly due to ~~continue~~a calculation error within the restatement note of the September 30, 2021 Form 10-Q filed on November 18, 2021. The Company has included this revision note to ~~pursue~~revise the previously restated and reported balances of the Class B common stock basic and diluted weighted average shares outstanding ~~consummation~~and the Class A common stock and Class B common stock earnings per share within the Statement of aOperations ~~business~~for ~~combination~~the ~~with~~six anmonths ~~appropriate~~ended ~~target~~June 30, 2021 and the nine months ended September 30, 2021.

Liquidity and Going Concern

	As Previously Reported		Adjustment			As Revised
Statement of Operations for the six months ended June 30, 2021
Basic and diluted net income per share, Class A common stock	$	0.18	$	0.01		$	0.19
Weighted average shares outstanding, Class B common stock	$	8,625,000	$	(459,945	)	$	8,165,055
Basic and diluted net income per share, Class B common stock	$	0.18	$	0.01		$	0.19

Statement of Operations for the nine months ended September 30, 2021
Weighted average shares outstanding, Class A common stock		34,500,000		(9,225,275	)		25,274,725
Basic and diluted net income per share, Class A common stock	$	0.16	$	0.04		$	0.20
Basic and diluted net income per share, Class B common stock	$	0.16	$	0.04		$	0.20

As of June 30, 2022, the Company had cash outside the Trust Account of $88,568 available for working capital needs. All remaining cash held in the Trust Account are unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination, to pay taxes or to redeem common stock. As June 30, 2022, $78,037 of interest income was withdrawn from the Trust Account to pay tax obligations.8

~~Until~~Note ~~the~~3 ~~consummation~~- ofSignificant aAccounting ~~Business~~Policies ~~Combination,~~Basis ~~the~~of Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.Presentation

The ~~Company~~accompanying ~~has~~unaudited ~~incurred~~condensed ~~and expects to continue~~financial tostatements ~~incur~~have ~~significant~~been ~~costs~~prepared in ~~pursuit~~accordance ofwith ~~its~~accounting ~~acquisition~~principles ~~plans.~~generally ~~The~~accepted ~~Company~~in ~~will~~the ~~need~~United toStates ~~raise~~of ~~additional~~America ~~capital through loans or additional~~(“GAAP”) ~~investments~~for ~~from~~interim ~~its~~financial ~~Sponsor,~~information ~~stockholders,~~and ~~officers,~~in ~~directors,~~accordance orwith ~~third~~the ~~parties.~~instructions ~~The~~to ~~Company’s~~Form ~~officers,~~10-Q ~~directors~~ and ~~Sponsor may,~~Article ~~but~~8 ~~are~~of ~~not~~Regulation ~~obligated~~S-X ~~to,~~of ~~loan~~ the ~~Company~~SEC. ~~funds,~~Certain information ~~from~~or ~~time~~footnote todisclosures ~~time~~normally orincluded atin ~~any~~financial ~~time,~~statements prepared in ~~whatever~~accordance ~~amount~~with ~~they~~GAAP ~~deem~~have ~~reasonable~~been incondensed ~~their~~or ~~sole discretion~~omitted, pursuant to ~~meet~~ the ~~Company’s~~rules ~~working~~and ~~capital~~regulations ~~needs.~~of ~~Accordingly,~~ the ~~Company~~SEC ~~may~~for ~~not~~interim befinancial ~~able to obtain additional financing~~reporting. If ~~the Company is unable to raise additional capital~~Accordingly, itthey ~~may~~do benot ~~required~~include toall ~~take~~the ~~additional~~information and ~~measures~~footnotes tonecessary ~~conserve~~for ~~liquidity,~~a ~~which~~complete ~~could include,~~presentation ~~but~~of ~~not~~financial ~~necessarily be limited to~~position, ~~curtailing~~results ~~operations, suspending the pursuit~~ of ~~a potential transaction~~operations, ~~and~~or ~~reducing~~cash ~~overhead expenses~~flows. ~~The~~In ~~Company~~the ~~cannot~~opinion ~~provide~~of ~~any assurance that new financing will be available to it on commercially acceptable terms~~management, ~~if at~~ ~~all. If~~ the ~~Company~~accompanying isunaudited ~~unable~~condensed tofinancial ~~complete~~statements ~~the~~include ~~Business~~all ~~Combination~~adjustments, ~~because~~consisting itof ~~does~~a ~~not~~normal ~~have~~recurring ~~sufficient funds available~~nature, ~~the~~which ~~Company will~~are benecessary ~~forced~~for toa ~~cease~~fair ~~operations~~presentation ~~and~~of ~~liquidate~~ the ~~Trust~~financial ~~Account.~~position, ~~These~~operating ~~conditions~~results ~~raise~~and ~~substantial~~cash ~~doubt~~flows ~~about~~for the ~~Company’s~~periods ~~ability to continue as a going concern one year from the date that these financial statements are issued~~presented.

7The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 11, 2022, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future interim periods.

~~PINE~~Reclassification ~~TECHNOLOGY~~of ~~ACQUISITION~~Prior ~~CORP.~~Year Presentation

~~NOTES~~Certain TOprior ~~FINANCIAL~~year ~~STATEMENTS~~amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the balance sheet for December 31, 2021, to reclassify the accrued administrative fee from accounts payable and accrued expenses to due to Sponsor.

~~June~~Emerging ~~30,~~Growth ~~2022~~Company Status

InThe ~~connection~~Company ~~with~~is ~~the~~an ~~Company’s~~“emerging ~~assessment~~growth company,” ofas ~~going~~defined ~~concern considerations~~ in ~~accordance~~Section ~~with the Financial Accounting Standards Board’s~~ 2(~~“FASB’s”~~a) ~~Accounting Standards~~of ~~Update~~the ~~(“ASU”)~~Securities ~~2014-15~~Act, ~~“Disclosures~~as ofmodified ~~Uncertainties~~by ~~about~~the anJumpstart ~~Entity’s~~our ~~Ability~~Business toStartups ~~Continue~~Act asof ~~a Going Concern~~2012,” ~~management~~(the ~~has~~“JOBS ~~determined~~Act”), and ~~that~~it ifmay ~~the~~take ~~Company~~advantage isof ~~unable~~certain toexemptions ~~raise~~from ~~additional~~various ~~funds~~reporting torequirements ~~alleviate~~that ~~liquidity~~are ~~needs~~applicable asto ~~well as~~other ~~complete~~public acompanies ~~Business~~that are ~~Combination~~not byemerging ~~March~~growth ~~15,~~companies ~~2023~~including, ~~then~~but ~~the~~not ~~Company~~limited ~~will~~to, ~~cease~~not ~~all~~being ~~operations~~required ~~except~~to ~~for~~comply with the ~~purpose~~auditor ofattestation ~~liquidating.~~requirements ~~The~~of ~~liquidity~~Section ~~condition~~404 ~~and~~of the ~~date~~Sarbanes-Oxley ~~for~~Act, ~~mandatory~~reduced ~~liquidation~~disclosure ~~and~~obligations ~~subsequent~~regarding ~~dissolution~~executive ~~raise~~compensation ~~substantial~~in ~~doubt~~its ~~about~~periodic ~~the~~reports ~~Company’s~~and ~~ability~~proxy tostatements, ~~continue~~and asexemptions afrom ~~going~~the ~~concern.~~requirements ~~Management~~of ~~plans~~holding ~~to consummate~~ a ~~business~~nonbinding ~~combination~~advisory ~~prior~~vote toon ~~the~~executive ~~mandatory~~compensation ~~liquidation~~and ~~date.~~stockholder Noapproval ~~adjustments have been made to the carrying amounts~~ of ~~assets~~any orgolden ~~liabilities~~parachute ~~should~~payments ~~the~~not ~~Company~~previously ~~be required to liquidate after March 15, 2023~~approved.

~~Risks~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~Uncertainties~~comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

OnUse ~~January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because~~ of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.Estimates

~~In February 2022, Russia launched a large-scale invasion of Ukraine.~~ The ~~extent~~preparation ~~and duration~~ of ~~the~~financial ~~military~~statements ~~action,~~in ~~resulting~~conformity with ~~sanctions~~US ~~and~~GAAP ~~resulting~~requires ~~future~~management ~~market disruptions, are impossible~~ to ~~predict,~~make ~~but~~estimates ~~could~~and beassumptions ~~significant.~~that ~~Although~~affect the ~~Company~~reported ~~does~~amounts ~~not~~of ~~currently~~assets ~~have~~and ~~operations,~~liabilities and ~~does not anticipate having~~disclosure ~~operations,~~of incontingent ~~Russia~~assets ~~or Ukraine, sanctions, an increase in cyberattacks~~ and ~~increases~~liabilities inat ~~energy~~the ~~costs,~~date ~~among~~of ~~other~~the ~~potential~~financial ~~impacts on~~statements ~~regional~~ and ~~global~~the ~~economic~~reported ~~environment~~amounts ~~and~~of ~~currencies,~~expenses ~~may~~during ~~cause~~the ~~demand for products and services to be volatile, and cause abrupt~~reporting ~~changes~~period. inOne ~~supply and demand~~ of ~~products~~the ~~and~~more ~~services~~significant ~~which~~accounting ~~has~~estimates ~~had~~included ~~and~~in ~~may~~these ~~continue~~financial tostatements ~~have~~is ~~broader~~the ~~implications~~determination toof the ~~global~~fair ~~economy.~~value ~~Such~~of ~~instability may affect~~ the ~~Company’s~~warrant ~~ability~~liabilities. toActual ~~consummate~~results ancould ~~initial~~differ ~~Business~~from ~~Combination~~those estimates.

8Inflation Reduction Act of 2022

~~PINE~~On ~~TECHNOLOGY~~August ~~ACQUISITION~~16, ~~CORP~~2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

~~NOTES TO FINANCIAL STATEMENTS~~9

~~June~~Any 30redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

~~Note~~At 2this -time, ~~Significant~~it ~~Accounting~~has ~~Policies~~been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

~~Basis~~Cash ofand ~~Presentation~~Cash Equivalents

The ~~accompanying~~Company ~~unaudited~~considers ~~condensed~~all ~~financial statements~~short-term ~~have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)~~investments ~~for interim financial information and in accordance~~ with ~~the~~an ~~instructions~~original tomaturity ~~Form 10-Q and Article 8~~ of ~~Regulation~~three ~~S-X~~months ~~of the SEC. Certain information~~ or ~~footnote~~less ~~disclosures~~when ~~normally~~purchased ~~included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant~~ to ~~the~~be ~~rules~~cash ~~and regulations of the SEC for interim financial reporting~~equivalents. ~~Accordingly,~~The ~~they~~Company dodid not ~~include~~have ~~all~~any ~~the information and footnotes necessary for a complete presentation of financial position, results of operations, or~~ cash ~~flows. In the opinion of management,~~equivalents ~~the~~as ~~accompanying unaudited condensed financial statements include all adjustments, consisting~~ of aSeptember ~~normal recurring nature~~30, ~~which are necessary for a fair presentation of the financial position~~2022, ~~operating results~~ and ~~cash~~December ~~flows~~31, ~~for the periods presented~~2021.

~~The~~Marketable ~~accompanying~~Securities ~~unaudited~~Held ~~condensed financial statements should be read~~ in ~~conjunction~~Trust with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 11, 2022, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.Account

~~Reclassification~~At September 30, 2022, and December 31, 2021, the Trust Account had $346,769,996 and $345,075,817, respectively, which was invested in U.S. government securities with a maturity of ~~Prior~~185 days ~~Year~~or ~~Presentation~~less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. During the periods ended September 30, 2022, and December 31, 2021, the Company withdrew $363,050 and $0, respectively, of interest income from the Trust Account to pay its tax obligations.

~~Certain~~Concentration ~~prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results~~ of ~~operations.~~Credit ~~An adjustment has been made to the balance sheet for December 31, 2021 to reclassify the accrued administrative fee from accounts payable and accrued expenses to due to Sponsor.~~Risk

~~Emerging~~Financial ~~Growth~~instruments that potentially subject the Company ~~Status~~to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2022, and December 31, 2021, the Company has not experienced losses on this account.

~~The~~Common ~~Company~~Stock isSubject an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to ~~other~~Possible public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Redemption

~~Further,~~The ~~Section~~Company ~~102(b)(1)~~accounts offor ~~the~~its ~~JOBS~~Class ~~Act~~A ~~exempts~~common stock ~~emerging~~subject ~~growth~~to ~~companies~~possible ~~from~~redemption ~~being~~in ~~required~~accordance ~~to comply~~ with ~~new~~the orguidance ~~revised~~in ~~financial~~ASC ~~accounting~~Topic ~~standards~~480 ~~until~~“Distinguishing ~~private~~Liabilities ~~companies~~from ~~(that~~Equity.” ~~is,~~Common ~~those~~stock ~~that~~subject ~~have~~to ~~not~~mandatory ~~had~~redemption a(if ~~Securities~~any) ~~Act~~are ~~registration~~classified ~~statement~~as ~~declared~~a ~~effective~~liability orinstrument doand ~~not~~are ~~have~~measured aat ~~class~~fair ofvalue. ~~securities registered~~Conditionally ~~under~~redeemable ~~the~~common ~~Securities~~stock ~~Exchange~~(including ~~Act~~common ofstock ~~1934,~~that asfeature ~~amended~~redemption ~~(the~~rights ~~“Exchange~~that ~~Act”))~~ are ~~required~~either towithin ~~comply~~the ~~with~~control of the ~~new~~holder or ~~revised~~subject ~~financial~~to ~~accounting~~redemption ~~standards.~~upon ~~The~~the ~~JOBS~~occurrence ~~Act~~of ~~provides~~uncertain ~~that~~events anot ~~company~~solely ~~can~~within ~~elect~~the toCompany’s ~~opt~~control) ~~out~~are ofclassified ~~the~~as ~~extended~~temporary ~~transition period and comply~~equity. ~~with~~At ~~the~~all ~~requirements~~other ~~that~~times, ~~apply~~common tostock ~~non-emerging~~is ~~growth~~classified ~~companies~~as ~~but~~stockholders’ ~~any~~equity ~~such election to opt out is irrevocable~~(deficit). The Company’s ~~has~~Class ~~elected not~~A tocommon ~~opt~~stock ~~out~~feature certain ofredemption ~~such~~rights ~~extended~~that ~~transition~~are ~~period~~considered ~~which~~to ~~means~~be ~~that~~outside ~~when~~of athe ~~standard~~Company’s iscontrol ~~issued~~and orsubject ~~revised~~to ~~and~~the itoccurrence ~~has~~of ~~different application~~uncertain ~~dates~~future ~~for~~events. ~~public~~Accordingly, oras ~~private~~of ~~companies~~September 30, ~~the Company~~2022, asand anDecember ~~emerging~~31, ~~growth~~2021, ~~company~~34,500,000 ~~can~~shares ~~adopt~~of ~~the~~Class ~~new~~A orcommon ~~revised~~stock ~~standard~~subject atto ~~the time private~~possible ~~companies~~redemption ~~adopt~~are ~~the~~presented ~~new~~at orredemption ~~revised~~value ~~standard.~~as ~~This~~temporary ~~may~~equity, ~~make~~outside ~~comparison~~ of the ~~Company~~stockholders’s ~~financial~~deficit ~~statements~~section ~~with another public company which is neither an emerging growth company nor an emerging growth company which has opted out~~ of ~~using~~ the ~~extended transition~~Company’s ~~period~~unaudited ~~difficult~~condensed orbalance ~~impossible because of the potential differences in accounting standards used~~sheet.

~~Use~~The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of ~~Estimates~~redeemable common shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value f the warrant liabilities. Actual results could differ from those estimates.10

~~Cash~~As of September 30, 2022, and ~~Cash~~December ~~Equivalents~~31, 2021, the Class A Common Stock reflected in the condensed balance sheets are reconciled in the following table:

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(14,950,000	)
Issuance costs related to Class A common stock		(18,634,688	)
Plus:
Adjustment and accretion of carrying value to redemption value		33,660,505
Contingently redeemable Class A common stock - December 31, 2021	$	345,075,817
Plus:
Adjustment and accretion of carrying value to redemption value		(75,817	)
Contingently redeemable Class A common stock - March 31, 2022	$	345,000,000
Plus:
Adjustment and accretion of carrying value to redemption value		28,683
Contingently redeemable Class A common stock - June 30, 2022	$	345,028,683
Plus:
Adjustment and accretion of carrying value to redemption value		1,367,586
Contingently redeemable Class A common stock - September 30, 2022	$	346,396,269

9Net Income per Share of Common Stock

~~PINE~~The ~~TECHNOLOGY~~Company ~~ACQUISITION~~complies ~~CORP~~with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for each of the periods. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~NOTES~~Changes TOin ~~FINANCIAL~~fair ~~STATEMENTS~~value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Public Warrants and Private Placement Warrants are exercisable for 17,433,333 shares of Class A common stock in the aggregate.

~~June~~The 30following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, ~~2022~~except per share amounts):

Marketable Securities Held in Trust Account

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Common stock subject to possible redemption
Numerator:
Net income allocable to Class A common stock subject to possible redemption	$	910,094	$	1,129,217	$	18,486,286	$	5,066,996
Denominator:
Weighted Average Redeemable Class A common stock, Basic and Diluted		34,500,000		34,500,000		34,500,000		25,274,725
Basic and Diluted net income per share, Redeemable Class A common stock	$	0.03	$	0.03	$	0.54	$	0.20
Non-Redeemable Common shares
Numerator:
Net income allocable to Class B common stock not subject to redemption	$	227,524	$	282,304	$	4,621,571	$	1,668,804
Denominator:
Weighted Average Non-Redeemable Class B common stock, Basic and Diluted		8,625,000		8,625,000		8,625,000		8,324,176
Basic and diluted net income per share, Class B common stock	$	0.03	$	0.03	$	0.54	$	0.20

AtOffering June 30, 2022 and December 31, 2021, the Trust Account had $345,258,146 and $345,075,817, respectively, which was invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. . All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. During the periods ended June 30, 2022 and December 31, 2021, the Company withdrew $78,037 and $0, respectively, of interest income from the Trust Account to pay its tax obligations.Costs

~~Other~~The ~~Receivable~~Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on March 15, 2021, offering costs totaling $19,478,776 have been charged to stockholders’ equity (consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount and $503,776 of other offering costs). Of the total transaction cost $844,080 was charged to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock.

On March 6, 2022 the Company entered into a Termination Agreement with Tomorrow.io and pursuant to the Termination Agreement, Tomorrow.io was obligated to pay the Company $1,500,000 upon the earliest to occur of (a) 120 days from the Termination Agreement, (b) two business days after the initial closing of Tomorrow,io’s Next Financing (as defined in the Termination Agreement) and (c) immediately prior to the consummation of Change of Control (as defined in the Termination Agreement). As a result, the Company has recorded a receivable of $1,500,000 related to the reimbursement of business combination expenses to be received from Tommorrow.io as part of the Termination Agreement. The Termination Payment was received on July 1, 2022.11

~~Concentration~~Fair Value of ~~Credit~~Financial ~~Risk~~Instruments

~~Financial~~The ~~instruments~~fair ~~that~~value ~~potentially~~of ~~subject~~ the Company’s toassets ~~concentrations of credit risk consist of a cash account in a financial institution~~and liabilities, which, atqualify ~~times,~~as ~~may~~financial ~~exceed~~instruments under the ~~Federal Depository~~Financial ~~Insurance~~Accounting ~~Coverage~~Standards ~~of $250,000.~~Board At(“FASB”) ~~June~~ASC 30820, ~~2022~~“Fair Value Measurements and ~~December 31~~Disclosures,” ~~2021,~~approximates the ~~Company~~carrying ~~has~~amounts ~~not~~represented ~~experienced~~in ~~losses~~the onbalance ~~this account~~sheet.

~~Common~~Derivative ~~Stock~~warrant ~~Subject to Possible Redemption~~liabilities

The Company ~~accounts~~does ~~for~~not ~~its~~use ~~Class~~derivative ~~A common stock~~instruments ~~subject~~ to ~~possible~~hedge ~~redemption~~exposures into ~~accordance~~cash ~~with~~flow, ~~the~~market, ~~guidance~~or inforeign ~~ASC~~currency ~~Topic 480 “Distinguishing Liabilities from Equity~~risks.~~” Common~~ ~~stock~~The ~~subject~~Company toevaluates ~~mandatory~~all ~~redemption~~of ~~(if~~its ~~any)~~financial ~~are~~instruments, ~~classified as a liability instrument and are measured at fair value. Conditionally~~including ~~redeemable~~issued ~~common~~ stock ~~(including~~purchase ~~common~~warrants, ~~stock~~to ~~that~~determine ~~feature~~if ~~redemption~~such ~~rights~~instruments ~~that~~ are ~~either~~derivatives ~~within the control of the holder~~ or ~~subject to~~contain ~~redemption~~features ~~upon~~that ~~the~~qualify ~~occurrence of uncertain events not solely within the Company’s control) are classified~~ as ~~temporary~~embedded ~~equity. At all other times~~derivatives, ~~common stock are classified as stockholders’ equity (deficit). The Company’s Class A common stock feature~~ ~~certain~~pursuant ~~redemption rights that are considered~~ to beASC ~~outside~~480 ~~of the Company’s control~~ and ~~subject~~ASC ~~to the occurrence of uncertain future events~~815-15. ~~Accordingly,~~The asclassification of ~~June~~derivative 30instruments, ~~2022~~including ~~and~~whether ~~December~~such ~~31,~~instruments ~~2021,~~should ~~34,500,000~~be ~~shares of Class A common stock subject to possible redemption~~recorded ~~are~~as ~~presented~~liabilities ator ~~redemption value~~ as ~~temporary~~ equity, ~~outside~~is ofre-assessed at the ~~stockholders’~~end ~~deficit section~~ of ~~the~~each ~~Company’s~~reporting ~~unaudited condensed balance sheet~~period.

The Company ~~recognizes~~accounts ~~changes~~for inits ~~redemption~~17,433,333 ~~value~~Warrants ~~immediately~~(comprising as11,500,000 ~~they~~Public ~~occur~~Warrants and ~~adjusts~~5,933,333 ~~the~~Private ~~carrying~~Placement ~~value~~Warrants) ofas ~~redeemable~~derivative ~~common~~warrant ~~shares~~liabilities toin ~~equal~~accordance with ASC 815-40. Accordingly, the ~~redemption~~Company ~~value~~recognizes the warrant instruments as liabilities at fair value and adjusts the ~~end~~instruments ofto ~~each~~fair value at each reporting period. ~~Increases~~The orliabilities ~~decreases~~are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the ~~carrying~~Company’s ~~amount~~statement of ~~redeemable~~operations. ~~common~~The ~~stock~~fair ~~are~~value ~~affected~~of Public Warrants issued by ~~charges~~the ~~against~~Company ~~additional paid-~~in connection ~~capital~~with the IPO was initially measured using a Monte Carlo simulation model, and ~~accumulated~~then ~~deficit~~subsequently measured at the public trading price. The fair value of Private Placement Warrants has been estimated using a Modified Black-Scholes model at each measurement date.

AsIncome ~~of June 30, 2022 and December 31, 2021, the Class A Common Stock reflected in the condensed balance sheets are reconciled in the following table:~~Taxes

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(14,950,000	)
Issuance costs related to Class A common stock		(18,634,688	)
Plus:
Adjustment and accretion of carrying value to redemption value		33,660,505
Contingently redeemable Class A common stock – December 31, 2021	$	345,075,817
Plus:
Adjustment and accretion of carrying value to redemption value		(75,817	)
Contingently redeemable Class A common stock – March 31, 2022	$	345,000,000
Plus:
Adjustment and accretion of carrying value to redemption value		28,683
Contingently redeemable Class A common stock – June 30, 2022	$	345,028,683

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022, and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 24.36% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 1.59% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

10ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

~~PINE~~The ~~TECHNOLOGY~~Company ~~ACQUISITION~~recognizes ~~CORP~~accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022, and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~NOTES~~The TOCompany ~~FINANCIAL~~has ~~STATEMENTS~~identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~June 30, 2022~~12

~~Net~~Recent ~~Income~~Accounting ~~per Share of Common Stock~~Standards

~~The~~Management ~~Company~~does ~~complies~~not ~~with~~believe ~~accounting~~that ~~and~~any ~~disclosure requirements~~recently ~~of FASB ASC Topic 260~~issued, ~~“Earnings Per Share.” Net income per share of common stock is computed by dividing net~~ ~~income~~but bynot ~~the~~effective, ~~weighted~~accounting ~~average~~standards, ~~number~~if ofcurrently ~~shares~~adopted, ofwould ~~common~~have ~~stock~~a ~~outstanding~~material ~~for~~effect ~~each~~on of the ~~periods.~~Company’s ~~Accretion~~condensed ~~associated with the redeemable~~financial ~~shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value~~statements.

~~Changes~~Note in4 fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-~~dilutive.~~ ~~The~~Initial Public ~~Warrants and Private Placement Warrants are exercisable for 17,433,333 shares of Class A common stock in the aggregate.~~Offering

~~The~~Pursuant ~~following~~to ~~table~~the ~~reflects~~IPO, the ~~calculation~~Company ofinitially sold ~~basic~~34,500,000 ~~and~~Units ~~diluted~~at ~~net~~a ~~income~~price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, ~~(in~~par ~~dollars,~~value ~~except~~$0.0001 per share ~~amounts~~and one-third of one redeemable warrant (“Public Warrant”):. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Common stock subject to possible redemption
Numerator:
Net income allocable to Class A common stock subject to possible redemption	$	1,398,301	$	5,138,502	$	17,576,191	$	3,752,184
Denominator:
Weighted Average Redeemable Class A common stock, Basic and Diluted		34,500,000		34,500,000		34,500,000		20,585,635
Basic and Diluted net income per share, Redeemable Class A common stock	$	0.04	$	0.15	$	0.51	$	0.18
Non-Redeemable Common shares
Numerator:
Net income allocable to Class B common stock not subject to redemption	$	349,575	$	1,284,625	$	4,394,098	$	1,572,095
Denominator:
Weighted Average Non-Redeemable Class B common stock, Basic and Diluted		8,625,000		8,625,000		8,625,000		8,625,000
Basic and diluted net income per share, Class B common stock	$	0.04	$	0.15	$	0.51	$	0.18

Note 5 - Private Placement Warrants

~~Offering~~Simultaneously ~~Costs~~with the closing of the IPO, the Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per warrant ($8,900,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account.

The ~~Company~~Private ~~complies~~Placement ~~with~~Warrants ~~the~~are ~~requirements of~~non-redeemable ~~the~~in ~~ASC~~certain ~~340-10-S99-1~~circumstances ~~and~~so ~~SEC~~long ~~Staff~~as ~~Accounting~~they ~~Bulletin~~are ~~(“SAB”)~~held ~~Topic~~by 5Athe -Sponsor ~~“Expenses~~or ofits ~~Offering”.~~permitted ~~Offering~~transferees ~~costs consist~~and ~~principally~~(including the shares of ~~professional~~Class ~~and~~A ~~registration~~common stock ~~fees~~issuable ~~incurred~~upon ~~through~~exercise ~~the~~thereof) ~~balance~~may ~~sheet~~not, ~~date~~subject ~~that~~to ~~are~~certain ~~related~~limited toexceptions, ~~the~~be ~~IPO~~transferred, ~~and~~assigned ~~that were~~or ~~charged~~sold toby ~~stockholders~~the Company’s Sponsor ~~equity~~until ~~upon~~30 days after the completion of the ~~IPO.~~Company’s ~~Accordingly,~~initial onBusiness ~~March~~Combination. ~~15,~~The ~~2021,~~Private ~~offering~~Placement ~~costs~~Warrants ~~totaling~~may ~~$19,478,776~~also ~~have~~be ~~been~~exercised ~~charged~~by tothe ~~stockholders’~~Sponsor ~~equity~~and ~~(consisting~~its ofpermitted ~~$6,900,000~~transferees offor ~~underwriting~~cash ~~discount,~~or ~~$12,075,000~~on ofa ~~deferred~~“cashless ~~underwriting discount~~basis” and ~~$503,776~~the ofholders ~~other~~thereof ~~offering~~(including with ~~costs).~~respect Ofto the ~~total~~shares ~~transaction~~of ~~cost~~Class ~~$844,080~~A ~~was~~common ~~charged~~stock toissuable ~~expense~~upon asexercise athereof) ~~non-operating~~are ~~expense in~~entitled ~~the~~to ~~statement~~registration ofrights. ~~operations~~Otherwise, ~~with~~ the Private ~~rest~~Placement ofWarrants ~~the~~have ~~offering~~terms ~~cost~~and ~~charged~~provisions tothat ~~stockholders’~~are ~~equity.~~identical ~~The~~to ~~transaction~~those ~~costs~~of ~~were allocated based on~~ the ~~relative~~warrants ~~fair~~being ~~value~~sold ~~basis,~~as ~~compared~~part toof the ~~total~~Units ~~offering~~in ~~proceeds~~the IPO, ~~between~~including ~~the~~as ~~fair~~to ~~value~~exercise ofprice, ~~the~~exercisability ~~public warrant liabilities~~ and ~~the~~exercise ~~Class A common stock~~period.

~~Fair~~The ~~Value~~Company’s initial stockholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to: (1) to waive their redemption rights with respect to any Founder Shares and public shares held by them, as applicable, in connection with the completion of ~~Financial~~the ~~Instruments~~initial Business Combination; (2) to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Completion Window; and (3) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window). If the Company submits the initial Business Combination to the public stockholders for a vote, the initial stockholders, directors and officers have agreed to vote any Founder Shares and any public shares held by them in favor of the initial Business Combination.

~~The~~Note ~~fair~~6 ~~value~~- ofRelated ~~the~~Party ~~Company’s~~Transactions ~~assets and~~Founder liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.Shares

11On December 31, 2020, the Company’s Sponsor subscribed an aggregate of 8,625,000 founder shares (the “Founder Shares”) for a total purchase price of $25,000.

~~PINE~~With ~~TECHNOLOGY~~certain ~~ACQUISITION~~limited ~~CORP~~exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date, following the completion of the Company’s initial Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~NOTES TO FINANCIAL STATEMENTS~~13

~~June~~Promissory ~~30,~~Note ~~2022~~- Related Party

~~Derivative~~The ~~warrant~~Company’s ~~liabilities~~Sponsor has agreed to loan the Company an aggregate of up to $600,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing, unsecured and was due at the earlier of June 30, 2022, or the closing of the IPO. The Company fully repaid the loan upon the closing of the IPO out of offering proceeds not held in the Trust Account. Borrowings under this note are no longer available.

~~The~~On ~~Company~~December ~~does~~6, ~~not~~2021, ~~use~~the ~~derivative~~Company ~~instruments~~issued an unsecured topromissory ~~hedge~~note ~~exposures~~in tothe ~~cash~~principal ~~flow,~~amount ~~market~~of $350,000 orto ~~foreign~~the ~~currency~~Sponsor ~~risks~~(the “Note”). The ~~Company~~Note ~~evaluates~~bears ~~all~~interest ofat ~~its~~0.33% ~~financial~~per ~~instruments, including~~annum ~~issued~~and ~~stock~~is ~~purchase~~repayable ~~warrants,~~in tofull ~~determine~~at ifthe ~~such~~earlier ~~instruments~~of ~~are~~(i) ~~derivatives~~March 15, 2023 or ~~contain~~(ii) ~~features~~the ~~that~~date ~~qualify~~on aswhich ~~embedded~~the ~~derivatives,~~Company consummates an initial business combination ~~pursuant~~as tocontemplated ~~ASC~~by ~~480~~its amended and ~~ASC~~restated ~~815-15.~~certificate ~~The~~of ~~classification~~incorporation. As of ~~derivative~~September ~~instruments~~30, ~~including~~2022, ~~whether~~and ~~such~~December ~~instruments~~31, ~~should~~2021, bethe ~~recorded~~Company ashad ~~liabilities~~borrowed or$350,000 asunder ~~equity,~~the ispromissory ~~re-assessed~~note atand interest expense accrued on the ~~end~~note ofwas ~~each~~$946 ~~reporting~~and ~~period~~$0, respectively.

~~The~~Administrative ~~Company~~Services accounts for its 17,433,333 Warrants (comprising 11,500,000 Public Warrants and 5,933,333 Private Placement Warrants) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants issued by the Company in connection with the IPO was initially measured using a Monte Carlo simulation model, and then subsequently measured at the public trading price. The fair value of Private Placement Warrants has been estimated using a Modified Black-Scholes model at each measurement date.Agreement

~~Income~~Commencing ~~Taxes~~on the date of the IPO, the Company has agreed to pay an affiliate of its Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company has incurred $30,000 and $90,000 of expenses, respectively, under the Administrative Services Agreement of which such amounts are included in due to Sponsor in the accompanying condensed balance sheets. For the three months and nine months ended September 30, 2021, the Company has incurred $30,000 and $65,000 of expenses, respectively, under the Administrative Services Agreement which are included in the accompanying condensed statement of operations.

~~The~~Working ~~Company~~Capital accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.42% and 0% for the three months ended June 30, 2022 and 2021, respectively, and 0.11% and 0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.Loans

~~ASC~~In ~~740~~addition, ~~also~~in ~~clarifies~~order ~~the~~to ~~accounting~~finance ~~for~~transaction ~~uncertainty~~costs in ~~income~~connection ~~taxes~~with ~~recognized~~a inBusiness Combination, the Company’s Sponsor, an ~~enterprise~~affiliate of the Company’s ~~financial~~Sponsor ~~statements~~or certain of the Company’s directors and ~~prescribes~~officers amay, ~~recognition~~but ~~threshold~~are ~~and~~not ~~measurement~~obligated ~~process~~to, loan the Company funds as may be required (“Working Capital ~~for~~Loans”). ~~financial~~If ~~statement~~the ~~recognition~~Company ~~and~~completes ~~measurement~~a Business Combination, the Company will repay the Working Capital Loans out of athe ~~tax~~proceeds ~~position~~of the ~~taken~~Trust orAccount ~~expected~~released to the Company. Otherwise, the Working Capital Loans would be ~~taken~~repaid inonly aout ~~tax~~of ~~return~~funds held outside the Trust Account. ~~For~~In ~~those~~the ~~benefits~~event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to berepay ~~recognized~~the Working Capital Loans, abut ~~tax~~no ~~position~~proceeds ~~must~~held in the Trust Account would be ~~more-likely-than-~~used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be ~~sustained~~convertible ~~upon~~into ~~examination~~warrants byat ~~taxing~~a ~~authorities~~price of $1.50 ~~ASC~~per ~~740~~warrant. ~~also~~The ~~provides~~warrants ~~guidance~~would onbe ~~derecognition~~identical to the Private Placement Warrants. As of September 30, ~~classification~~2022, ~~interest~~ and ~~penalties~~December 31, ~~accounting~~2021, inno ~~interim~~such ~~period,~~Working ~~disclosure~~Capital ~~and~~Loans ~~transition~~were outstanding.

~~The~~Expense Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.Reimbursement

The Company’s ~~has~~Sponsor, ~~identified~~directors ~~the~~and ~~United~~officers or ~~States~~any ~~as its~~of ~~only~~their ~~“major”~~respective ~~tax~~affiliates ~~jurisdiction.~~will ~~The~~be ~~Company~~reimbursed isfor ~~subject~~any toout-of-pocket ~~income~~expenses ~~taxation~~incurred byin ~~major~~connection ~~taxing~~with ~~authorities~~activities ~~since~~on ~~inception.~~its ~~These~~behalf ~~examinations~~such ~~may~~as ~~include~~identifying ~~questioning~~potential ~~the~~target ~~timing~~businesses and ~~amount~~performing ofdue ~~deductions,~~diligence ~~the~~on ~~nexus~~suitable ofBusiness ~~income~~Combinations. ~~among~~For ~~various~~the ~~tax~~three ~~jurisdictions~~ and ~~compliance~~nine ~~with~~months ~~federal~~ended September 30, 2022 and ~~state~~September ~~tax~~30, ~~laws.~~2021, ~~The~~the Company’s ~~management~~paid ~~does~~its ~~not~~Chief ~~expect~~Executive ~~that~~Officer ~~the~~and ~~total~~his ~~amount~~affiliates $2,000 and $0, respectively, in respect of ~~unrecognized~~such ~~tax~~expenses ~~benefits will~~and ~~materially~~for ~~change~~the ~~over~~maintenance of the ~~next~~Company’s ~~twelve~~website ~~months~~by his affiliate.

~~Recent Accounting Standards~~14

~~Management~~Note ~~does~~7 ~~not~~- ~~believe~~Commitments ~~that~~and ~~any~~Contingencies ~~recently~~Registration ~~issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.~~Rights

~~Note~~The 3holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on March 10, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” ~~Initial~~registration ~~Public~~rights ~~Offering~~with respect to registration statements filed subsequent to consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Pursuant~~Underwriting to the IPO, the Company initially sold 34,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share.Agreement

On March 15, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

~~PINE~~Termination ~~TECHNOLOGY~~of ~~ACQUISITION~~Business ~~CORP.~~Combination Agreement

~~NOTES~~On TODecember ~~FINANCIAL~~7, ~~STATEMENTS~~2021, the Company entered into the Merger Agreement by and among the Company, Merger Sub and Tomorrow.io. On March 6, 2022, the Parties entered into the Termination Agreement pursuant to which, due to market conditions, the parties agreed to terminate the Merger Agreement effective as of such date, after taking several factors into consideration. Pursuant to the Termination Agreement, Tomorrow.io was obligated to pay the Company $1,500,000 upon the earliest to occur of (a) 120 days from the date of the Termination Agreement, (b) two business days after the initial closing of Tomorrow.io’s Next Financing and (c) immediately prior to the consummation of a Change of Control. The Termination Payment of $1,500,000 for the reimbursement of business combination expenses was received in full on July 1, 2022.

~~June~~As 30a result of the Termination Agreement, ~~2022~~the Merger Agreement is of no further force and effect, and certain agreements entered into and in connection with the Merger Agreement, including, but not limited to, the Parent Support Agreement, dated as of December 7, 2021, by and among the Company, Tomorrow.io and Pine Technology Sponsor LLC, the Voting and Support Agreements, dated as of December 7, 2021, by and among the Company, Merger Sub, Tomorrow.io and certain Tommorrow.io stockholders, and the Subscription Agreements, dated December 7, 2021, by and among the Company and certain investors, will either be terminated or no longer effective, as applicable, in accordance with their respective terms.

~~Note~~In 4connection with the merger (the “Merger”) contemplated under the Merger Agreement, the Company had entered into engagement letters with Moelis & Company LLC and PJT Partners LP in respect of their roles as co-placement ~~Private~~agents ~~Placement~~for ~~Warrants~~the Subscription Agreements and with Moelis & Company LLC in respect of its role as the Company’s financial advisor. Under the terms of such engagement letters, Moelis & Company LLC and PJT Partners LP were entitled to receive advisory fees upon consummation of the Merger. Certain terms and conditions of such engagements survive the Termination Agreement. Additionally, certain fees payable to the Company’s legal advisor will be payable upon consummation of the Company’s initial business combination.

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per warrant ($8,900,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account.15

~~The~~Note ~~Private~~8 ~~Placement Warrants are non~~-~~redeemable in~~ certain circumstances so long as they are held by the Sponsor or its permitted transferees and (including the shares of Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the CompanyStockholders’~~s Sponsor~~ until 30 days after the completion of the Company’s initial Business Combination. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a “cashless basis” and the holders thereof (including with respect to the shares of Class A common stock issuable upon exercise thereof) are entitled to registration rights. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period.Equity

~~The~~Preferred ~~Company’s~~Stock ~~initial~~- ~~stockholders,~~The ~~directors and officers have entered into a letter agreement with the~~ Company, ~~pursuant to which they have agreed to: (1) to waive their redemption~~is ~~rights~~authorized ~~with respect~~ to ~~any~~issue ~~Founder~~a ~~Shares~~total ~~and~~of ~~public shares held by them~~1, ~~as applicable~~000,000 ~~in connection with the completion of the initial Business Combination; (2) to waive their redemption rights with respect to any Founder Shares and public~~ shares ~~held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate~~ of ~~incorporation~~preferred tostock ~~modify~~at ~~the substance~~par orvalue ~~timing~~ of ~~the~~$0.0001 ~~Company’s~~each. ~~obligation~~At toSeptember ~~provide~~30, ~~for~~2022 the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Completion Window; and ~~(3)~~December ~~to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares~~31, they hold if the Company fails to complete the initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window). If the Company submits the initial Business Combination to the public stockholders for a vote2021, ~~the~~there ~~initial~~were ~~stockholders,~~no ~~directors and officers have agreed to vote any Founder Shares and any public~~ shares ~~held by them in favor~~ of ~~the~~preferred ~~initial~~stock ~~Business~~issued ~~Combination~~or outstanding.

~~Note~~Class 5A Common Stock - ~~Related~~The ~~Party~~Company is ~~Transactions~~authorized to issue a total of 240,000,000 shares of Class A common stock at par value of $0.0001 each. As of September 30, 2022 and December 31, 2021, there were no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption which are presented as temporary equity).

~~Founder~~Class ~~Shares~~B Common Stock - The Company is authorized to issue a total of 60,000,000 shares of Class B common stock at par value of $0.0001 each. As of September 30, 2022 and December 31, 2021, there were 8,625,000 shares of Class B common stock issued and outstanding.

OnThe ~~December~~Company’s 31Sponsor, ~~2020~~directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s ~~Sponsor subscribed~~initial anBusiness ~~aggregate~~Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the closing price of 8the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,~~625~~ stock dividends,~~000~~ ~~founder~~reorganizations, recapitalizations ~~shares~~and (the ~~“Founder Shares”~~like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a ~~total~~liquidation, ~~purchase~~merger, ~~price~~stock exchange, reorganization or other similar transaction that results in all of ~~$25~~its stockholders having the right to exchange their shares of Class A common stock for cash,~~000~~ securities or other property.

~~With~~The ~~certain~~shares ~~limited~~of ~~exceptions,~~Class ~~the~~B ~~Founder~~common ~~Shares are~~stock ~~not~~will ~~transferable,~~automatically convert ~~assignable~~into orshares ~~salable~~of ~~(except to~~ the Company’s ~~officers~~Class ~~and~~A ~~directors~~common ~~and~~stock ~~other~~at ~~persons~~the ortime ~~entities~~of ~~affiliated with~~its ~~the~~initial ~~Sponsor,~~Business ~~each~~Combination ofon ~~whom~~a ~~will~~one-for-one be basis, subject to ~~the~~adjustment. ~~same~~In ~~transfer~~the ~~restrictions)~~case ~~until~~that ~~the~~additional ~~earlier~~shares of (Class A) ~~one~~common ~~year~~stock ~~after~~or ~~the~~equity-linked ~~completion~~securities are issued or deemed issued in excess of the ~~Company’s~~amounts ~~initial~~sold ~~Business~~in ~~Combination~~the orIPO ~~(B)~~and ~~subsequent~~related to the ~~Company’s~~closing of the initial Business Combination, ~~(x)~~the ifratio ~~the~~at which shares of ~~reported~~Class ~~closing~~B ~~price~~common stock shall convert into shares of Class A common stock ~~equals~~will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or ~~exceeds~~deemed ~~$12.00~~issuance) ~~per~~so ~~share~~that the ~~(as~~number ~~adjusted~~of ~~for~~shares of Class A common stock ~~splits,~~issuable upon conversion of all shares of Class B common stock ~~dividends~~will equal, ~~reorganizations~~in the aggregate, ~~recapitalizations~~on ~~and~~an as-converted basis, 20% of the ~~like)~~total ~~for~~number ~~any~~of 20all ~~trading~~shares ~~days~~of ~~within~~common ~~any~~stock 30outstanding upon completion of the IPO plus all shares of Class A common stock and equity-~~trading~~linked ~~day~~securities ~~period~~issued ~~commencing~~or atdeemed ~~least~~issued ~~150~~in ~~days~~connection ~~after~~with the ~~Company’s~~ initial Business Combination or (y)net of the ~~date,~~number ~~following~~of ~~the~~shares ~~completion~~ of ~~the~~Class ~~Company’s~~A common stock redeemed in connection with the initial Business Combination), onexcluding ~~which~~any ~~the~~shares or ~~Company~~equity-linked ~~completes~~securities ~~a liquidation~~issued, ~~merger,~~or ~~capital~~to ~~stock~~be ~~exchange~~issued, ~~reorganization~~to orany ~~other~~seller ~~similar~~in ~~transaction~~the ~~that~~initial ~~results~~Business Combination in ~~all~~consideration offor ~~the Company~~such seller’s interest ~~stockholders~~in ~~having~~ the ~~right~~Business toCombination ~~exchange~~target ~~their~~and ~~shares~~any ofPrivate ~~common~~Placement ~~stock~~Warrants ~~for~~issued ~~cash,~~upon ~~securities~~the orconversion ~~other~~of ~~property~~Working Capital Loans made to the Company.

~~Promissory~~Holders ~~Note~~of -the ~~Related~~Class ~~Party~~B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rules.

~~The~~Note ~~Company’s~~9 ~~Sponsor has agreed to loan the Company an aggregate of up to $600,000 to be used for a portion of the expenses of the IPO. The loan is non~~-~~interest~~ bearing, unsecured and was due at the earlier of June 30, 2022 or the closing of the IPO. The Company fully repaid the loan upon the closing of the IPO out of offering proceeds not held in the Trust Account.Warrants

OnEach ~~December~~whole 6warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, ~~2021~~subject to adjustment as discussed herein. In addition, if (x) the Company ~~issued~~issues anadditional ~~unsecured promissory~~shares ~~note~~of Class A common stock or equity-linked securities for capital raising purposes in connection with the ~~principal~~closing ~~amount~~of the initial Business Combination at an issue price or effective issue price of less than $~~350~~9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and,~~000~~ in the case of any such issuance to the ~~Sponsor~~Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “~~Note~~Newly Issued Price”). (y) ~~The~~the ~~Note~~aggregate ~~bears~~gross ~~interest~~proceeds atfrom ~~0.33~~such issuances represent more than 60% ~~per~~of ~~annum~~ the total equity proceeds, and isinterest ~~repayable~~thereon, inavailable for ~~full~~the atfunding of the ~~earlier~~initial Business Combination on the date of ~~(i)~~the ~~March~~consummation ~~15,~~of ~~2023~~the orinitial Business Combination (iinet of redemptions), and (z) the ~~date~~volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates anthe initial ~~business~~Business ~~combination as~~Combination ~~contemplated~~(the by“Market ~~its~~Value”) ~~amended~~is ~~and~~below ~~restated~~$9.20 ~~certificate~~per share, (i) the exercise price of ~~incorporation.~~the Aswarrants will be adjusted (to the nearest cent) to be equal to 115% of ~~June~~the ~~30,~~higher ~~2022~~of the Market Value and ~~December~~the ~~31,~~Newly ~~2021~~Issued Price, ~~the~~and ~~Company~~(ii) ~~had~~the ~~borrowed~~ $~~350,000~~18.00 per share redemption trigger price described under “- Redemption of Warrants for Cash” will be adjusted (to the ~~promissory~~nearest ~~note~~cent) ~~and~~to ~~interest~~be ~~expense~~equal ~~accrued~~to on180% of the ~~note~~higher ~~was~~of ~~$655~~the Market Value and ~~$0,~~the ~~respectively~~Newly Issued Price.

1316

~~PINE~~The ~~TECHNOLOGY~~warrants ~~ACQUISITION~~will ~~CORP~~become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

~~NOTES~~The TOCompany ~~FINANCIAL~~will ~~STATEMENTS~~not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company’s satisfying the obligations described above with respect to registration. No warrant will be exercisable for cash or on a “cashless basis,” and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit.

~~June~~Redemption 30of Warrants for Cash. Once the warrants become exercisable, ~~2022~~the Company may call the warrants for redemption for cash:

~~Administrative~~● ~~Services~~in ~~Agreement~~whole and not in part;

~~Commencing~~● onat ~~the date of the IPO, the Company has agreed to pay an affiliate of its Sponsor~~ a ~~total~~price of $~~10,000~~0.01 per month for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company has incurred $30,000 and $60,000 of expenses, respectively, under the Administrative Services Agreement of which such amounts are included in due to Sponsor in the accompanying condensed balance sheets. For the three months and six months ended June 30, 2021, the Company incurred $30,000 under the Administrative Support Agreement.warrant;

~~Working~~● ~~Capital~~upon ~~Loans~~a minimum of 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and

In● ~~addition~~if, inand ~~order~~only ~~to finance transaction costs in connection with a Business Combination~~if, the ~~Company’s Sponsor,~~closing anprice ~~affiliate~~ of the ~~Company’s~~Class ~~Sponsor~~A orcommon ~~certain~~stock ~~of the~~equals ~~Company’s~~or ~~directors~~exceeds ~~and~~$18.00 ~~officers may,~~per ~~but~~share ~~are not obligated to, loan the Company funds~~ (as ~~may~~adjusted befor ~~required~~stock ~~(“Working Capital~~splits, ~~Loans”).~~stock Ifdividends, ~~the Company completes a Business Combination~~reorganizations, ~~the~~recapitalizations ~~Company~~and ~~would repay~~ the ~~Working~~like) ~~Capital~~for ~~Loans~~any ~~out~~20 oftrading ~~the~~days ~~proceeds of~~within ~~the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that~~ a ~~Business~~30-trading ~~Combination~~day ~~does~~period ~~not~~ending ~~close,~~on the ~~Company~~third ~~may~~trading ~~use~~day aprior ~~portion of proceeds held outside the Trust Account~~ to ~~repay~~ the ~~Working~~date ~~Capital~~on ~~Loans,~~which ~~but no proceeds held in~~ the ~~Trust~~Company ~~Account~~sends ~~would be used to repay~~ the ~~Working~~notice ~~Capital Loans. Except for the foregoing, the terms~~ of ~~such~~redemption ~~Working Capital Loans, if any, have not been determined and no written agreements exist with respect~~ to ~~such~~the ~~loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per~~ warrant~~. The~~ ~~warrants would be identical to the Private Placement Warrants~~holders. ~~As of June 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.~~

~~Expense~~If ~~Reimbursement~~the warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The Company’s ~~Sponsor,~~has ~~directors~~established ~~and~~the ~~officers~~last ~~or any~~ of ~~their~~the redemption ~~respective~~criterion ~~affiliates~~discussed ~~will~~above beto ~~reimbursed~~prevent ~~for~~a ~~any~~redemption ~~out-of-pocket~~call ~~expenses~~unless ~~incurred~~there inis ~~connection~~at ~~with~~the ~~activities~~time onof ~~its~~the ~~behalf~~call ~~such~~a assignificant ~~identifying potential~~premium ~~target~~to ~~businesses~~the ~~and~~warrant ~~performing~~exercise price. ~~due~~If ~~diligence~~the onforegoing ~~suitable~~conditions ~~Business~~are ~~Combinations.~~satisfied ~~For~~and the ~~three~~Company ~~and~~issues ~~six~~a ~~months~~notice ~~ended~~of ~~June~~redemption 30of the warrants, each warrant holder will ~~2022~~be ~~and~~entitled ~~June~~to ~~30,~~exercise ~~2021~~his, ~~the~~her ~~Company~~or ~~paid~~ its ~~Chief~~warrant ~~Executive~~prior ~~Officer~~to ~~and~~the ~~his~~scheduled ~~affiliates~~redemption $0date. inHowever, ~~respect~~the price of ~~such~~the ~~expenses~~Class ~~and~~A ~~for~~common stock may fall below the ~~maintenance of~~$18.00 redemption trigger price as well as the ~~Company’s~~$11.50 ~~website~~warrant byexercise ~~his~~price ~~affiliate~~after the redemption notice is issued.

~~Note~~If 6the -Company ~~Commitments~~calls the warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and ~~Contingencies~~the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of the Class A common stock, over the exercise price of the warrants by (y) the fair market value of the Class A common stock. The fair market value means the volume weighted average price of Class A common stock as reported during the ten-trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders.

~~Registration Rights~~17

~~The~~Note holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on March 10, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-~~back”~~ ~~registration~~Fair ~~rights~~Value with respect to registration statements filed subsequent to consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Measurements

~~Underwriting~~Fair ~~Agreement~~value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

On● ~~March~~Level 151, ~~2021,~~defined ~~the~~as ~~Company~~observable ~~paid~~inputs asuch ~~fixed~~as ~~underwriting discount~~quoted ofprices ~~$0.20~~(unadjusted) ~~per~~for ~~Unit,~~identical orinstruments ~~$6,900,000~~ in ~~the~~active aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.markets;

14● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

~~PINE~~● ~~TECHNOLOGY~~Level ~~ACQUISITION~~3, ~~CORP~~defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~NOTES~~The TOfollowing ~~FINANCIAL~~table ~~STATEMENTS~~presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2022

	September 30, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Assets:
U.S. Money Market Funds held in Trust Account	$	346,769,996	$	346,769,996	$	—	$	—
Liabilities:
Warrant liabilities - public warrants	$	1,034,998	$	1,034,998	$	—	$	—
Warrant liabilities - private warrants		534,000		—		—		534,000
Total	$	1,568,998	$	1,034,998	$	—	$	534,000

Termination of Business Combination Agreement

	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Assets:
U.S. Money Market Funds held in Trust Account	$	345,075,817	$	345,075,817	$	—	$	—
Liabilities:
Warrant liabilities - public warrants	$	7,244,989	$	7,244,989	$	—	$	—
Warrant liabilities - private warrants		15,189,332		—		—		15,189,332
Total	$	22,434,321	$	7,244,989	$	—	$	15,189,332

OnThe ~~December 7, 2021, the~~ Company ~~entered~~utilized ~~into the~~a ~~Merger~~Monte ~~Agreement~~Carlo bysimulation ~~and among the Company, Merger Sub and Tomorrow.io. On March 6, 2022, the Parties entered into the Termination~~model ~~Agreement~~for ~~pursuant to which, due to market conditions,~~ the ~~parties~~initial ~~agreed~~valuation ~~to terminate the Merger Agreement effective as~~ of ~~such date, after taking several factors into consideration. Pursuant to~~ the ~~Termination~~Public ~~Agreement, Tomorrow~~Warrants.io ~~was~~The ~~obligated~~subsequent tomeasurement ~~pay~~of the ~~Company~~Public ~~$1,500,000 upon~~Warrants ~~the~~as ~~earliest to occur~~ of ~~(a)~~September ~~120 days from the date of the Termination Agreement~~30, ~~(b)~~2022 ~~two~~and ~~business days after the initial closing~~December of31, ~~Tomorrow.io’s~~2021, ~~Next~~is ~~Financing~~classified ~~and~~as ~~(c)~~Level ~~immediately~~1 ~~prior~~due to the ~~consummation~~use of aan ~~Change~~observable ofmarket ~~Control.~~quote ~~The Termination Payment of $1,500,000 for the reimbursement of business combination expenses was recorded as receivable as of June 30, 2022 and was received~~ in ~~full on~~an ~~July~~active ~~1, 2022~~market.

AsThe Company utilizes a ~~result~~Modified ofBlack-Scholes model to value the ~~Termination~~Private ~~Agreement~~Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. ~~Merger~~The ~~Agreement~~estimated isfair value of nothe ~~further~~Private ~~force~~Placement ~~and~~Warrant ~~effect,~~liability ~~and~~is ~~certain~~determined ~~agreements~~using ~~entered~~Level ~~into~~3 ~~and~~inputs. Inherent in ~~connection~~a ~~with~~binomial ~~the~~options pricing ~~Merger~~model ~~Agreement,~~are ~~including, but~~assumptions ~~not~~related ~~limited~~ to, ~~the~~expected ~~Parent~~share-price ~~Support~~volatility, ~~Agreement~~expected life, ~~dated~~risk-free asinterest ofrate ~~December~~and 7,dividend ~~2021,~~yield. byThe volatility ~~and~~is ~~among~~based on the implied volatility from the Company,’s ~~Tomorrow~~Public Warrants.io ~~and~~The ~~Pine~~risk-free ~~Technology Sponsor~~interest ~~LLC,~~rate is based on the ~~Voting~~U.S. Treasury ~~and~~zero-coupon ~~Support~~yield ~~Agreements,~~curve ~~dated~~on asthe ofgrant ~~December~~date 7,for ~~2021,~~a bymaturity ~~and~~similar ~~among~~to the ~~Company,~~expected ~~Merger~~remaining ~~Sub,~~life ~~Tomorrow.io~~of ~~and~~the ~~certain Tommorrow~~warrants.io ~~stockholders,~~The ~~and~~expected life of the ~~Subscription~~warrants ~~Agreements,~~is ~~dated~~assumed ~~December~~to 7,be ~~2021,~~equivalent byto ~~and~~their ~~among~~remaining ~~the~~contractual ~~Company~~term. ~~and~~The ~~certain~~dividend ~~investors,~~rate ~~will either~~is bebased ~~terminated~~on orthe nohistorical ~~longer effective~~rate, which asthe ~~applicable,~~Company inanticipates ~~accordance~~remaining ~~with~~at ~~their respective terms~~zero.

In connection with the merger (the “Merger”) contemplated under the Merger Agreement, the Company had entered into engagement letters with Moelis & Company LLC and PJT Partners LP in respect of their roles as co-placement agents for the Subscription Agreements and with Moelis & Company LLC in respect of its role as the Company’s financial advisor. Under the terms of such engagement letters, Moelis & Company LLC and PJT Partners LP were entitled to receive advisory fees upon consummation of the Merger. Certain terms and conditions of such engagements survive the Termination Agreement. Additionally, certain fees payable to the Company’s legal advisor will be payable upon consummation of the Company’s initial business combination.18

~~Note~~The 7aforementioned -warrant ~~Stockholders’~~liabilities ~~Equity~~are not subject to qualified hedge accounting.

~~Preferred~~There ~~Stock~~were -no ~~The~~transfers ~~Company~~between ~~is authorized~~Levels ~~to issue a total of~~ 1,~~000,000~~ ~~shares~~2 ofor 3 ~~preferred~~during ~~stock~~the atquarter ~~par~~ended ~~value~~September ~~of $0.0001 each. At June~~ 30, 2022 and December 31, 2021~~, there were no shares of preferred stock issued or outstanding~~.

~~Class~~The Afollowing ~~Common~~table ~~Stock~~provides -quantitative ~~The Company~~information isregarding ~~authorized~~Level to3 ~~issue~~fair ~~a total of 240,000,000 shares of Class A common stock at par~~ value of $0.0001 each. As of June 30, 2022 and December 31, 2021, there were no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption which are presented as temporary equity).measurements:

Class B Common Stock - The Company is authorized to issue a total of 60,000,000 shares of Class B common stock at par value of $0.0001 each. As of June 30, 2022 and December 31, 2021, there were 8,625,000 shares of Class B common stock issued and outstanding.

	At March 15, 2021 (Initial Measurement)			At December 31, 2021			At September 30, 2022
Stock price	$	9.53		$	9.85		$	9.82
Strike price	$	11.50		$	11.50		$	11.50
Term (in years)		5.5			5.4			5.3
Volatility		25.0	%		35.0	%		1.0	%
Risk-free rate		1.1	%		1.3	%		4.0	%
Dividend yield		0.0	%		0.0	%		0.0	%

The ~~Company’s~~following ~~Sponsor,~~table ~~directors~~provides ~~and~~a ~~officers have~~reconciliation ~~agreed not to transfer, assign or sell their Founder Shares until the earlier to occur~~ of ~~(A) one year after the completion of the~~ ~~Company’s~~changes ~~initial~~in ~~Business~~fair ~~Combination~~value ~~or (B) subsequent to the Company’s initial Business Combination, (x) if the closing price~~ of the ~~Company’s~~beginning ~~Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations~~ and ~~the~~ending ~~like)~~balances for ~~any 20 trading days within any 30-trading day period commencing at least 150 days after~~ the ~~Company’s initial~~liabilities ~~Business~~classified ~~Combination,~~as orLevel (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.3:

	Private Placement Warrants
Fair value of Level 3 warrants at January 1, 2022	$	15,189,332
Change in valuation inputs or other assumptions		(14,002,665	)
Fair value of Level 3 warrants at March 31, 2022	$	1,186,667
Change in valuation inputs or other assumptions		(593,334	)
Fair value of Level 3 warrants at June 30, 2022	$	593,333
Change in valuation inputs or other assumptions		(59,333	)
Fair value of Level 3 warrants at September 30, 2022	$	534,000

~~PINE~~The ~~TECHNOLOGY~~following ~~ACQUISITION~~table ~~CORP.~~presents the changes in the fair value of warrant liabilities:

NOTES TO FINANCIAL STATEMENTS

	Public Warrants			Private Placement Warrants			Total Warrant Liabilities
Fair value as of January 1, 2022	$	7,244,989		$	15,189,332		$	22,434,321
Change in valuation inputs or other assumptions		(5,059,993	)		(14,002,665	)		(19,062,658	)
Fair value as of March 31, 2022	$	2,184,996		$	1,186,667		$	3,371,663
Change in valuation inputs or other assumptions		(1,149,998	)		(593,334	)		(1,743,332	)
Fair value as of June 30, 2022	$	1,034,998		$	593,333		$	1,628,331
Change in valuation inputs or other assumptions		—			(59,333	)		(59,333	)
Fair value as of September 30, 2022	$	1,034,998		$	534,000		$	1,568,998

~~June~~Note ~~30,~~11 ~~2022~~- Subsequent Events

The ~~shares of Class B common stock will automatically convert into shares of the~~ Company’s ~~Class~~evaluated Asubsequent ~~common~~events ~~stock~~and ~~at the time of its initial Business Combination on a one-for-one basis,~~transactions ~~subject to adjustment. In the case~~ that ~~additional~~occurred ~~shares~~after ~~of Class A common stock or equity-linked securities are issued or deemed issued in excess of~~ the ~~amounts~~balance ~~sold~~sheet indate ~~the~~through ~~IPO and related to~~ the ~~closing~~date ofthat the ~~initial~~financial ~~Business~~statements ~~Combination,~~were ~~the~~issued. ~~ratio~~Based at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon ~~conversion~~this ~~of all shares of Class B common stock will equal~~review, inother ~~the aggregate,~~than ondescribed ~~an as-converted basis~~below, ~~20% of~~ the ~~total~~Company ~~number~~did ofnot ~~all~~identify ~~shares~~any ofsubsequent ~~common~~events ~~stock~~that ~~outstanding~~would ~~upon~~have ~~completion~~required ofadjustment ~~the IPO plus all shares of Class A common stock and equity-linked securities issued~~ or ~~deemed~~disclosure ~~issued~~ in ~~connection with~~ the ~~initial Business Combination (net~~condensed offinancial the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination in consideration for such seller’s interest in the Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Companystatements.

~~Holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rules.~~19

~~Note~~Item 82. -Management’s ~~Warrants~~Discussion and Analysis of Financial Condition and Results of Operations

~~Each~~References ~~whole~~in ~~warrant~~this ~~entitles~~report (the ~~holder to purchase~~“Quarterly ~~one~~Report”) ~~share of the Company’s Class A common stock at a price of $11.50 per share, subject~~ to ~~adjustment as discussed herein. In addition~~“we, if” ~~(x)~~“us” ~~the Company issues additional shares of Class A common stock~~ or ~~equity-linked securities for capital raising purposes in connection with~~ the ~~closing~~“Company” ofrefer ~~the~~to ~~initial~~Pine ~~Business~~Technology ~~Combination~~Acquisition ~~at an issue price or effective issue price of less than $9~~Corp.20 ~~per share of Class~~References Ato ~~common~~our ~~stock~~“management” ~~(with such issue price~~ or ~~effective~~our ~~issue~~“management ~~price~~team” refer to ~~be determined in good faith by~~ our ~~board~~officers ofand directors, and, inreferences ~~the case of any such issuance~~ to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “~~Newly Issued Price~~Sponsor”) ~~(y)~~refer ~~the~~to ~~aggregate~~Pine ~~gross~~Technology ~~proceeds~~Sponsor ~~from~~LLC. ~~such~~The ~~issuances~~following ~~represent~~discussion ~~more~~and ~~than~~analysis ~~60%~~ of the ~~total~~Company’s ~~equity~~financial ~~proceeds,~~condition and ~~interest~~results ~~thereon, available~~of ~~for~~operations ~~the~~should ~~funding~~be ofread ~~the~~in ~~initial~~conjunction ~~Business~~with ~~Combination on~~ the ~~date~~financial ofstatements ~~the consummation of the initial Business Combination (net of redemptions),~~ and ~~(z)~~ the ~~volume~~notes ~~weighted~~thereto ~~average~~contained ~~trading~~elsewhere ~~price~~in ofthis ~~the~~Quarterly ~~Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (the “Market Value”) is below $9~~Report.~~20 per~~ ~~share,~~Certain ~~(i)~~information ~~the~~contained ~~exercise~~in ~~price of~~ the ~~warrants~~discussion ~~will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value~~ and ~~the~~analysis ~~Newly~~set ~~Issued~~forth ~~Price,~~below ~~and~~includes ~~(ii) the $18.00 per share redemption trigger price described under ”~~forward-looking ~~Redemption~~statements ofthat ~~Warrants~~involve ~~for Cash”~~risks ~~will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value~~ and ~~the Newly Issued Price~~ uncertainties.

~~The~~Special ~~warrants~~Note ~~will~~Regarding ~~become~~Forward-Looking exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.Statements

~~The~~This ~~Company~~Quarterly ~~will~~Report ~~not~~includes be“forward-looking statements” ~~obligated~~within tothe ~~deliver~~meaning ~~any shares~~ of ~~Class~~Section A27A ~~common~~of ~~stock~~the ~~pursuant~~Securities toAct ~~the~~and ~~exercise~~Section 21E of athe ~~warrant~~Exchange ~~and~~Act ~~will~~that ~~have~~are nonot ~~obligation~~historical facts toand ~~settle~~involve ~~such~~risks ~~warrant~~and ~~exercise~~uncertainties ~~unless a~~that ~~registration~~could ~~statement~~cause ~~under~~actual ~~the~~results ~~Securities~~to ~~Act~~differ ~~covering~~materially ~~the~~from ~~issuance~~those ofexpected ~~the~~and ~~shares~~projected. ofAll statements, ~~Class~~other Athan ~~common~~statements ~~issuable~~of ~~upon~~historical ~~exercise~~fact ofincluded ~~the warrants~~in isthis ~~then~~Quarterly ~~effective~~Report ~~and~~including, awithout ~~current~~limitation, ~~prospectus~~statements ~~relating~~in tothis “Management’s ~~those~~Discussion ~~shares~~and Analysis of ~~Class~~Financial ACondition ~~common~~and ~~stock~~Results isof ~~available,~~Operations” ~~subject~~regarding to the Company’s ~~satisfying~~financial ~~the~~position, ~~obligations~~business ~~described~~strategy ~~above~~and ~~with~~the ~~respect~~plans toand ~~registration.~~objectives Noof ~~warrant~~management ~~will~~for befuture ~~exercisable~~operations, ~~for~~are ~~cash~~forward-looking orstatements. Words onsuch aas “~~cashless basis~~expect,” ~~and~~“believe,” ~~the~~“anticipate,” ~~Company~~“intend,” ~~will~~“estimate,” ~~not~~“seek” and bevariations ~~obligated~~and tosimilar ~~issue~~words ~~any~~and ~~shares~~expressions toare ~~holders~~intended ~~seeking~~ to ~~exercise~~identify ~~their~~such ~~warrants,~~forward-looking ~~unless~~statements. ~~the~~Such ~~issuance~~forward-looking statements ofrelate ~~the~~to ~~shares~~future ~~upon~~events ~~such~~or ~~exercise~~future isperformance, ~~registered~~but orreflect ~~qualified~~management’s ~~under~~current ~~the~~beliefs, ~~securities~~based ~~laws~~on ofinformation ~~the~~currently ~~state~~available. A number of ~~the~~factors ~~exercising~~could ~~holder~~cause actual events, performance or anresults ~~exemption from~~to ~~registration~~differ ismaterially ~~available.~~from In the ~~event~~events, ~~that~~performance ~~the~~and ~~conditions~~results discussed in the ~~two~~forward-looking ~~immediately~~statements. ~~preceding~~For ~~sentences~~information ~~are~~identifying ~~not~~important ~~satisfied~~factors ~~with~~that ~~respect to~~could acause ~~warrant,~~actual ~~the~~results ~~holder~~to ofdiffer ~~such~~materially from ~~warrant~~those ~~will~~anticipated ~~not~~in bethe ~~entitled~~forward-looking statements, please refer to ~~exercise~~the ~~such~~Risk ~~warrant~~Factors ~~and~~section ~~such~~of ~~warrant~~the ~~may~~Company’s ~~have~~Annual noReport on ~~value~~Form ~~and~~10-K ~~expire~~filed ~~worthless. In~~with the ~~event~~SEC. ~~that~~The aCompany’s ~~registration~~securities ~~statement~~filings iscan ~~not~~be ~~effective~~accessed ~~for~~on the ~~exercised~~EDGAR ~~warrants,~~section of the ~~purchaser~~SEC’s ofwebsite at awww.sec.gov. ~~Unit~~Except ~~containing~~as ~~such~~expressly ~~warrant will~~required ~~have~~by ~~paid~~applicable securities law, the ~~full~~Company ~~purchase~~disclaims ~~price~~any ~~for~~intention ~~the~~or ~~Unit~~obligation ~~solely~~to ~~for~~update or ~~the~~revise ~~share~~any offorward-looking ~~Class~~statements Awhether ~~common~~as ~~stock~~a ~~underlying~~result ~~such~~of ~~Unit~~new information, future events or otherwise.

~~Redemption of Warrants for Cash. Once the warrants become exercisable, the Company may call the warrants for redemption for cash:~~Overview

●We inare ~~whole and not in part; ● at~~ a ~~price~~blank ofcheck ~~$0.01~~company ~~per~~formed ~~warrant;~~under ●the ~~upon a minimum~~ laws of 30the ~~days’~~State ~~prior written notice~~ of ~~redemption~~Delaware tofor ~~each warrant holder (~~the ~~“30-day~~purpose ~~redemption~~of ~~period”);~~effecting ~~and~~a ~~● if~~merger, ~~and~~capital ~~only~~stock ifexchange, ~~the~~asset ~~closing~~acquisition, ~~price~~stock ofpurchase, ~~the~~reorganization or ~~Class~~similar ABusiness ~~common~~Combination ~~stock~~with ~~equals~~one or ~~exceeds~~more ~~$18~~businesses.00 ~~per~~We ~~share~~intend ~~(as~~to ~~adjusted~~effectuate ~~for~~our ~~stock~~initial ~~splits,~~Business ~~stock~~Combination ~~dividends,~~using ~~reorganizations,~~cash ~~recapitalizations and~~ from the ~~like)~~proceeds ~~for~~of ~~any~~our 20IPO ~~trading~~and ~~days~~the ~~within~~sale aof ~~30-trading day period ending on~~ the ~~third~~Private ~~trading~~Placement ~~day~~Warrants, ~~prior~~our tocapital ~~the~~stock, ~~date~~debt onor ~~which~~a ~~the~~combination ~~Company sends the notice~~ of ~~redemption~~cash, tostock ~~the~~and ~~warrant holders~~debt.

IfRecent ~~the~~Developments ~~warrants~~Terminated ~~become~~Business ~~redeemable, the Company~~Combination ~~may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.~~Agreement

16On December 7, 2021, we entered into the Merger Agreement with Merger Sub and Tomorrow.io.

~~PINE~~On ~~TECHNOLOGY~~March ~~ACQUISITION~~6, ~~CORP~~2022, the parties to the Merger Agreement entered into the Termination Agreement pursuant to which, due to market conditions, the parties agreed to terminate the Merger Agreement effective as of such date, after taking several factors into consideration. Pursuant to the Termination Agreement, Tomorrow.io was obligated to pay us $1,500,000 upon the earliest to occur of (a) 120 days from the date of the Termination Agreement, (b) two business days after the initial closing of Tomorrow.io’s Next Financing and (c) immediately prior to the consummation of a Change of Control. The Termination Payment of $1,500,000 for the reimbursement of business combination expenses was recorded as receivable as of March 31, 2022, and was received in full on July 1, 2022.

~~NOTES~~As TOa ~~FINANCIAL~~result ~~STATEMENTS~~of the Termination Agreement, the Merger Agreement is of no further force and effect, and certain agreements entered into in connection with the Merger Agreement, including, but not limited to, the Parent Support Agreement, dated as of December 7, 2021, by and among the Company, Tomorrow.io and Sponsor, the Voting and Support Agreements, dated as of December 7, 2021, by and among the Company, Merger Sub, Tomorrow.io and certain Tomorrow.io stockholders, and the Subscription Agreements, dated December 7, 2021, by and among Company with its Sponsor and certain other investors, were either terminated or no longer be effective, as applicable, in accordance with their respective terms.

~~June~~We ~~30,~~intend ~~2022~~to continue to pursue the consummation of a Business Combination with an appropriate target.

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.20

IfThe ~~the~~foregoing ~~Company~~description ~~calls~~of the ~~warrants~~Termination ~~for redemption~~Agreement asdoes ~~described~~not ~~above,~~purport ~~the Company will have the option~~ to ~~require~~be ~~all~~complete holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and ~~the~~is ~~dilutive~~qualified ~~effect~~in onits ~~the~~entirety ~~stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price~~ by ~~surrendering~~ the ~~warrants~~terms ~~for~~and ~~that~~conditions ~~number~~ of ~~shares of Class A common stock equal to~~ the ~~quotient~~Termination ~~obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants~~Agreement, ~~multiplied~~which byis ~~the excess of the fair~~filed ~~market~~herewith ~~value~~as ofExhibit ~~the Class A common stock~~10.1, over the exercise price of the warrants by (y) the fair market value of the Class A common stock. The fair market value means the volume weighted average price of Class A common stock as reported during the ten-trading day period ending on the third trading day prior to the date on which ~~the notice of redemption~~ is ~~sent~~incorporated toby ~~the~~reference ~~holders~~herein.

For more information about the Terminated Business Combination Agreement and other recent developments, please see “Note 91. -Organization ~~Fair~~and ~~Value~~Business ~~Measurements~~Operation - Initial Business Combination.”

~~Fair~~Results ~~value is defined as the price that would be received for sale~~ of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:Operations

●We ~~Level~~have 1,neither ~~defined~~engaged asin ~~observable~~any ~~inputs~~operations ~~such~~nor asgenerated any ~~quoted~~revenues ~~prices~~to ~~(unadjusted)~~date. ~~for~~Our ~~identical~~only ~~instruments~~activities inthrough ~~active~~September ~~markets;~~30, ●2022 ~~Level~~were 2organizational activities, ~~defined~~those asnecessary ~~inputs~~to ~~other~~prepare ~~than~~for ~~quoted~~our IPO ~~prices~~and inidentifying ~~active~~a ~~markets~~target ~~that~~company ~~are~~for ~~either~~our ~~directly~~initial orBusiness ~~indirectly~~Combination, ~~observable~~and ~~such~~activities asin ~~quoted~~connection ~~prices~~with ~~for~~the ~~similar~~proposed ~~instruments~~acquisition of inTomorrow.io, ~~active~~which ~~markets~~has orsubsequently ~~quoted~~been ~~prices~~terminated. ~~for~~We ~~identical~~do ornot ~~similar~~expect ~~instruments~~to ingenerate ~~markets~~any ~~that~~operating ~~are~~revenues ~~not~~until ~~active;~~after ~~and~~the ●completion of ~~Level~~our 3,Business ~~defined~~Combination. asWe ~~unobservable~~generate ~~inputs~~non-operating income in ~~which~~the ~~little~~form orof nointerest ~~market~~income ~~data~~on ~~exists,~~marketable ~~therefore~~securities ~~requiring~~held anin ~~entity~~the toTrust Account. ~~develop~~We ~~its~~incur ~~own~~expenses ~~assumptions,~~as ~~such~~a asresult ~~valuations~~of ~~derived~~being ~~from~~a ~~valuation~~public ~~techniques~~company in(for ~~which~~legal, ~~one~~financial orreporting, ~~more~~accounting ~~significant~~and ~~inputs~~auditing orcompliance), as ~~significant~~well ~~value~~as ~~drivers~~for ~~are~~due ~~unobservable~~diligence expenses.

~~The~~For ~~following~~the ~~table~~three ~~presents~~months ~~information~~ended ~~about~~September 30, 2022, we ~~the~~had ~~Company’s~~net ~~assets~~income ~~that~~of ~~are~~$1,137,618, ~~measured~~which atconsists ~~fair~~of ~~value~~interest income on aamounts ~~recurring~~held ~~basis~~in atthe ~~June~~Trust ~~30,~~Account ~~2022~~of $1,796,863 and ~~December~~change ~~31,~~in ~~2021~~the ~~and~~fair value ~~indicates~~of the ~~fair~~ ~~value~~warrant ~~hierarchy~~liability of ~~the~~$59,333, ~~valuation~~offset ~~inputs~~by ~~the~~formation ~~Company~~and ~~utilized~~operating tocosts ~~determine~~of ~~such~~$352,010, ~~fair~~interest ~~value:~~expense of $291 and provision for income taxes of $366,277.

	June 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
U.S. Money Market Funds held in Trust Account	$	345,258,146	$	345,258,146	$	-	$	-
Liabilities:
Warrant liabilities - public warrants	$	1,034,998	$	1,034,998	$	-	$	-
Warrant liabilities - private warrants		593,333		-		-		593,333
Total	$	1,628,331	$	1,034,998	$	-	$	593,333

For the nine months ended September 30, 2022, we had net income of $23,107,857, which consists of interest income on amounts held in the Trust Account of $2,057,229, reimbursement of business combination expenses of $1,500,000, and change in the fair value of the warrant liability of $20,865,323, offset by formation and operating costs of $940,022, interest expense of $946 and provision for income taxes of $373,727.

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
U.S. Money Market Funds held in Trust Account	$	345,075,817	$	345,075,817	$	-	$	-
Liabilities:
Warrant liabilities - public warrants	$	7,244,989	$	7,244,989	$	-	$	-
Warrant liabilities - private warrants		15,189,332		-		-		15,189,332
Total	$	22,434,321	$	7,244,989	$	-	$	15,189,332

For the three months ended September 30, 2021, we had a net income of $1,411,521. We incurred $639,593 of formation and operating costs consisting mostly of general and administrative expenses. We had investment income of $25,784 on our amounts held in the Trust Account and change in the fair value of the warrant liability of $2,025,330.

~~The~~For ~~Company~~the ~~utilized~~nine amonths ~~Monte~~ended ~~Carlo~~September ~~simulation~~30, 2021, we ~~model~~had ~~for~~a ~~the~~net ~~initial~~income ~~valuation~~of $6,735,800. We incurred $799,820 of ~~the~~formation ~~Public~~and ~~Warrants.~~operating ~~The~~costs ~~subsequent~~consisting ~~measurement~~mostly of ~~the~~general ~~Public~~and ~~Warrants~~administrative expenses. asWe ofhad ~~June~~investment 30income of $55,688 ~~2022~~on our amounts held in the Trust Account and ~~December~~change in the fair value of the warrant liability ~~31,~~of ~~2021~~$8,680,011 isoffset ~~classified~~by asoffering ~~Level~~expenses 1related ~~due~~ to ~~the~~warrant ~~use~~issuance of an$844,080 ~~observable~~and ~~market~~excess ~~quote~~fair invalue anover ~~active~~cash ~~market.~~received for private placement warrants of $355,999

17Liquidity and Capital Resources

~~PINE~~On ~~TECHNOLOGY~~March ~~ACQUISITION~~15, ~~CORP~~2021, we consummated the IPO of 34,500,000 units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 5,933,333 Private Placement Warrants to the Sponsor at a price of $1.50 per warrant, generating gross proceeds of approximately $8,900,000.

~~NOTES~~Following TOthe ~~FINANCIAL~~IPO, ~~STATEMENTS~~the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $345,000,000 was placed in the Trust Account. We incurred $19,478,776 in transaction costs, including $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $503,776 of other costs.

~~June~~As of September 30, 2022, we had marketable securities held in the Trust Account of $346,769,996 (including $1,769,996 of interest income) consisting of U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through September 30, 2022, we withdrew $363,050 of interest income from the Trust Account to pay our tax obligations.

The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. . The volatility is based on the implied volatility from the Company’s Public Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.21

~~The~~For ~~aforementioned~~the nine months ended September 30, 2022, cash provided by operating activities was $461,544. Net income of $23,107,857 was affected by interest income on amounts held in the Trust Account of $2,057,229, interest expense of $946 and change in the fair value of the warrant ~~liabilities~~liability ~~are~~of ~~not~~$20,865,323. Changes in operating ~~subject~~assets toand ~~qualified~~liabilities ~~hedge~~used ~~accounting~~$275,293 of cash for operating activities.

~~There~~For ~~were~~the nonine ~~transfers~~months ~~between~~ended ~~Levels~~September 130, 22021, orcash 3used ~~during~~in operating activities was $968,248. Net income of $6,735,800 was affected by interest earned on cash and marketable securities held in the ~~quarter~~Trust ~~ended~~Account ~~June~~of 30$55,688, ~~2022~~a change in fair value of warrant liabilities of $8,680,011, excess of fair value over cash received for Private Placement Warrants of $355,999 and ~~December~~offering 31costs allocated to warrants of $844,080. ~~2021~~Changes in operating assets and liabilities used $168,428 of cash for operating activities.

~~The~~We ~~following~~intend ~~table~~to ~~provides~~use ~~quantitative~~substantially ~~information~~all of the funds ~~regarding~~held ~~Level~~in 3the ~~fair~~Trust ~~value~~Account, ~~measurements:~~including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

	At March 15, 2021 (Initial Measurement)			At December 31, 2021			At June 30, 2022
Stock price	$	9.53		$	9.85		$	9.77
Strike price	$	11.50		$	11.50		$	11.50
Term (in years)		5.5			5.4			5.5
Volatility		25.0	%		35.0	%		2.2	%
Risk-free rate		1.1	%		1.3	%		3.0	%
Dividend yield		0.0	%		0.0	%		0.0	%

On March 6, 2022 we entered into a Termination Agreement and Plan of Merger with Tomorrow.io and pursuant to the Termination Agreement, Tomorrow.io was obligated to pay us $1,500,000 upon the earliest to occur of (a) 120 days from the Termination Agreement, (b) two business days after the initial closing of Tomorrow,io’s Next Financing (as defined in the Termination Agreement) and (c) immediately prior to the consummation of Change of Control (as defined in the Termination Agreement). The Termination Payment was received on July 1, 2022. Until consummation of a Business Combination, we will be using the funds not held in the Trust Account and any additional Working Capital Loans from the Company’s Sponsor, an affiliate of the Company’s Sponsor or certain of the Company’s directors and officers, for identifying and evaluating target businesses, performing business due diligence on prospective target businesses, traveling to and from the offices or similar locations of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses, structuring, negotiating and completing a Business Combination.

~~The~~As ~~following~~of ~~table~~September ~~provides~~30, a2022, ~~reconciliation~~ we had cash of ~~changes~~$1,137,976. We inintend ~~fair~~to ~~value~~use ofthe funds held outside the ~~beginning~~Trust Account primarily to identify and ~~ending~~evaluate ~~balances~~target ~~for~~businesses, perform business due diligence on prospective target businesses, travel to and from the ~~liabilities~~offices ~~classified~~or assimilar ~~Level~~locations 3:of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

	Private Placement Warrants
Fair value of Level 3 warrants at January 1, 2022	$	15,189,332
Change in valuation inputs or other assumptions		(14,002,665	)
Fair value of Level 3 warrants at March 31, 2022	$	1,186,667
Change in valuation inputs or other assumptions		(593,334	)
Fair value of Level 3 warrants at June 30, 2022	$	593,333

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The ~~following~~Company ~~table~~has ~~presents~~incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the ~~changes~~Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. ~~fair~~If ~~value~~the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of ~~warrant~~a ~~liabilities:~~potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued.

	Public Warrants			Private Placement Warrants			Total Warrant Liabilities
Fair value as of January 1, 2022	$	7,244,989		$	15,189,332		$	22,434,321
Change in valuation inputs or other assumptions		(5,059,993	)		(14,002,665	)		(19,062,658	)
Fair value as of March 31, 2022	$	2,184,996		$	1,186,667		$	3,371,663
Change in valuation inputs or other assumptions		(1,149,998	)		(593,334	)		(1,743,332	)
Fair value as of June 30, 2022	$	1,034,998		$	593,333		$	1,628,331

On December 6, 2021, we issued a promissory note in the principal amount of $350,000 to our Sponsor. Such promissory note bears interest at 0.33% per annum and is repayable in full at the earlier of (i) March 15, 2023, or (ii) the date on which we consummate an initial Business Combination as contemplated by our amended and restated certificate of incorporation. If we do not consummate a Business Combination, we may use a portion of any funds held outside the Trust Account to repay the Note; 10however, -no ~~Subsequent~~proceeds ~~Events~~from the Trust Account may be used for such repayment. As of September 30, 2022, the outstanding balance under the Note amounted to an aggregate of $350,946, which includes $946 of accrued interest.

~~The~~In connection with the Company’s ~~evaluated~~assessment of ~~subsequent~~going ~~events~~concern ~~and~~considerations ~~transactions that~~in ~~occurred~~accordance ~~after~~with the ~~balance~~Financial ~~sheet~~Accounting ~~date~~Standards ~~through~~Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the ~~date~~Company has until March 15, 2023, to consummate a Business Combination. It is uncertain that the ~~financial~~Company ~~statements~~will ~~were~~be ~~issued~~able to consummate a Business Combination by this time. ~~Based~~If ~~upon~~a Business Combination is not consummated by this ~~review,~~date ~~other~~and ~~than~~an extension has not ~~described~~been ~~below~~requested by the Sponsor and approved by the Company’s shareholders, there will be a mandatory liquidation and subsequent dissolution of the Company. ~~did~~We have determined that the mandatory liquidation, should a Business Combination not ~~identify~~occur, ~~any~~and an extension not requested by the Sponsor, and potential subsequent ~~events~~dissolution ~~that~~raise ~~would~~substantial doubt about the Company’s ability to continue as a going concern. No adjustments have ~~required~~been ~~adjustment~~made to the carrying amounts of assets or ~~disclosure~~liabilities inshould the ~~condensed~~Company be required to liquidate after ~~financial~~March ~~statements~~15, 2023. The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q.

~~Other~~Off-Balance ~~Receivable~~Sheet Arrangements

AsWe ~~discussed~~did innot ~~Notes~~have 1,any 2,off-balance ~~and~~sheet 6,arrangements as onof ~~July~~September 130, 2022 ~~the~~and ~~Company~~December ~~received~~31, ~~the termination payment from Tommorow~~2021.~~io pursuant to the Termination Agreement in the amount of $1,500,000.~~

~~Interest~~Contractual ~~Withdrawal from the Trust Account~~Obligations

OnWe ~~July~~do 14not have any capital lease obligations, ~~2022~~operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the ~~Company~~Sponsor ~~withdrew~~a monthly fee of $~~204~~10,~~413~~000 for office ofspace, ~~interest~~administrative ~~income~~and ~~from~~support services to the ~~Trust~~Company. ~~account~~We began incurring these fees on March 11, 2021, and will continue to ~~pay~~incur these ~~franchise~~fees ~~tax~~monthly ~~obligations~~until the earlier of the completion of the Business Combination and our liquidation.

18The underwriters of the IPO are entitled to a deferred fee of $12,075,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that we do not complete a Business Combination, subject to the terms of the underwriting agreement.

~~Item~~On 2December 6, 2021, we issued the Note in the principal amount of $350,000 to our Sponsor. ~~Management’s~~Such ~~Discussion~~promissory note bears interest at 0.33% per annum and ~~Analysis~~is repayable in full at the earlier of ~~Financial~~(i) March ~~Condition~~15, 2023, or (ii) the date on which we consummate an initial Business Combination as contemplated by our amended and ~~Results~~restated certificate of ~~Operations~~incorporation. As of September 30, 2022, the outstanding balance under the Note amounted to an aggregate of $350,946, which includes $946 of accrued interest.

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Pine Technology Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Pine Technology Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.23

~~Special~~Critical ~~Note~~Accounting ~~Regarding Forward-Looking Statements~~Policies

~~This~~The ~~Quarterly~~preparation ~~Report~~of ~~includes~~condensed ~~“forward-looking~~ financial statements” and ~~within~~related ~~the~~disclosures ~~meaning~~in ofconformity ~~Section~~with ~~27A~~accounting ofprinciples ~~the~~generally ~~Securities~~accepted ~~Act~~in ~~and~~the ~~Section~~United ~~21E~~States of ~~the~~America ~~Exchange~~requires ~~Act that are not historical~~management ~~facts~~to ~~and~~make ~~involve~~estimates ~~risks~~ and ~~uncertainties~~assumptions that ~~could~~affect ~~cause~~the ~~actual~~reported ~~results~~amounts toof ~~differ~~assets ~~materially from those expected~~ and ~~projected. All statements~~liabilities, ~~other~~disclosure ~~than statements~~ of ~~historical~~contingent ~~fact~~assets ~~included~~and ~~in this Quarterly Report including, without limitation, statements in this~~liabilities ~~“Management’s~~at ~~Discussion~~the ~~and~~date ~~Analysis~~ of ~~Financial Condition and Results of Operations” regarding~~ the ~~Company’s~~ financial ~~position, business strategy and the plans and objectives of management for future operations, are forward-looking~~ statements~~. Words such as “expect~~,” ~~“believe,” “anticipate,” “intend,” “estimate,” “seek”~~ and ~~variations~~income and ~~similar~~expenses ~~words~~during ~~and~~the ~~expressions~~periods ~~are intended to identify such forward-looking statements~~reported. ~~Such~~Actual ~~forward-looking~~results ~~statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors~~ could ~~cause actual events, performance or results to differ~~ materially ~~from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to~~ differ ~~materially~~ from those ~~anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC~~estimates. ~~The~~We ~~Company’s~~have ~~securities~~identified ~~filings can be accessed on~~ the ~~EDGAR~~following ~~section~~critical ofaccounting the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.policies:

~~Overview~~Class A Common Stock Subject to Possible Redemption

We ~~are~~account afor ~~blank~~our ~~check~~shares ~~company~~of ~~formed~~Class ~~under~~A ~~the~~Common Stock ~~laws~~subject ofto ~~the~~possible ~~State~~redemption ofin ~~Delaware~~accordance ~~for~~with the ~~purpose~~guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of ~~effecting~~Class A Common Stock subject to mandatory redemption is classified as a ~~merger,~~liability ~~capital~~instrument ~~stock~~and ~~exchange,~~is ~~asset~~measured ~~acquisition,~~at fair value. Conditionally redeemable common stock ~~purchase,~~(including ~~reorganization~~common stock that features redemption rights that are either within the control of the holder or ~~similar~~subject ~~Business~~to ~~Combination~~redemption ~~with~~upon ~~one~~the oroccurrence ~~more~~of ~~businesses.~~uncertain Weevents ~~intend~~not tosolely ~~effectuate~~within our ~~initial~~control) ~~Business~~is ~~Combination~~classified ~~using~~as ~~cash~~temporary ~~from~~equity. ~~the~~At ~~proceeds~~all other times, common stock is classified as stockholders’ equity. Our Class A Common Stock features certain redemption rights that are considered to be outside of our ~~IPO~~control and ~~the~~subject ~~sale~~to occurrence of ~~the~~uncertain ~~Private~~future ~~Placement~~events. ~~Warrants~~Accordingly, ~~our~~the ~~capital~~Class ~~stock~~A Common Stock subject to possible redemption is presented as temporary equity, ~~debt~~outside orof athe ~~combination~~stockholders’ equity section of ~~cash,~~our ~~stock~~unaudited condensed ~~and~~balance ~~debt~~sheet.

~~Recent~~Net ~~Developments~~Income per Share of Common Stock

~~Terminated~~The ~~Business~~Company ~~Combination~~complies ~~Agreement~~with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented.

OnDerivative ~~December~~Warrant ~~7, 2021, we entered into the Merger Agreement with Merger Sub and Tomorrow.io.~~Liabilities

OnWe ~~March~~do 6,not ~~2022,~~use ~~the~~derivative ~~parties~~instruments to ~~the~~hedge ~~Merger Agreement entered into~~exposures ~~the Termination Agreement pursuant~~ to ~~which~~cash flow, ~~due to~~ market ~~conditions~~, ~~the~~or ~~parties~~foreign ~~agreed~~currency torisks. ~~terminate~~We ~~the~~evaluate ~~Merger~~all ~~Agreement effective as~~ of ~~such~~our ~~date~~financial instruments, ~~after~~including ~~taking~~issued ~~several~~stock ~~factors~~purchase ~~into consideration. Pursuant to the Termination Agreement~~warrants, ~~Tomorrow.io was obligated to~~ ~~pay~~to usdetermine ~~$1,500,000~~if ~~upon~~such ~~the~~instruments ~~earliest~~are toderivatives ~~occur~~or ofcontain ~~(a)~~features ~~120~~that ~~days~~qualify ~~from~~as ~~the~~embedded ~~date of the Termination Agreement~~derivatives, ~~(b)~~pursuant ~~two~~to ~~business~~ASC ~~days~~480 ~~after~~and ~~the~~ASC ~~initial closing of Tomorrow~~815-15.~~io’s~~ ~~Next Financing and (c) immediately prior to the consummation of a Change of Control.~~ The ~~Termination Payment~~classification of $1derivative instruments,~~500,000~~ ~~for~~including ~~the~~whether ~~reimbursement~~such ofinstruments ~~business~~should ~~combination~~be ~~expenses was~~ recorded as ~~receivable~~liabilities or as ~~of March 31~~equity, is ~~2022~~reassessed ~~and~~at ~~was~~the ~~received in~~end ~~full~~of oneach ~~July~~reporting ~~1, 2022~~period.

AsWe aaccount ~~result~~for ofour ~~the~~17,433,333 ~~Termination~~warrants ~~Agreement~~(comprising 11,500,000 ~~the Merger~~public ~~Agreement~~included isas part of noour ~~further~~units ~~force~~sold in our IPO (the “Public Warrants”) and ~~effect~~5,933,333 ~~and~~Private ~~certain~~Placement ~~agreements~~Warrants sold ~~entered~~to ~~into~~our Sponsor in ~~connection~~a private placement which took place concurrently with ~~the~~our ~~Merger~~IPO ~~Agreement,~~as ~~including,~~derivative warrant liabilities in accordance ~~but~~with ~~not~~ASC ~~limited~~815-40. toAccordingly, ~~the~~we ~~Parent~~recognize ~~Support~~the ~~Agreement,~~warrant ~~dated~~instruments as ofliabilities ~~December~~at 7,fair ~~2021,~~value by and ~~among~~adjusts the ~~Company,~~instruments ~~Tomorrow.io~~to ~~and~~fair ~~Sponsor, the~~value ~~Voting~~at ~~and~~each ~~Support~~reporting ~~Agreements,~~period. ~~dated~~The asliabilities ofare ~~December~~subject 7,to ~~2021,~~re-measurement byat ~~and~~each ~~among~~balance ~~the~~sheet ~~Company,~~date ~~Merger~~until ~~Sub~~exercised, ~~Tomorrow.io~~ and ~~certain~~any ~~Tomorrow.io~~change in ~~stockholders,~~fair ~~and~~value is recognized in the ~~Subscription~~Company’s ~~Agreements,~~statement ~~dated~~of ~~December~~operations. 7,The ~~2021,~~fair byvalue ~~and~~of ~~among~~Public Warrants issued by the Company in connection with its ~~Sponsor~~IPO ~~and~~was ~~certain~~initially ~~other~~measured ~~investors~~using a Monte Carlo simulation model, and then subsequently measured at the public trading price. ~~were~~The ~~either~~fair ~~terminated~~value orof noPrivate ~~longer~~Placement beWarrants ~~effective,~~has asbeen ~~applicable,~~estimated inusing ~~accordance~~a ~~with~~Modified ~~their~~Black-Scholes ~~respective~~model ~~terms~~at each measurement date.

WeRecent ~~intend~~Accounting ~~to continue to pursue the consummation of a Business Combination with an appropriate target.~~Standards

~~The~~Management ~~foregoing description of the Termination Agreement~~ does not ~~purport~~believe tothat beany ~~complete~~recently ~~and~~issued, but isnot ~~qualified~~yet ineffective, ~~its~~accounting ~~entirety~~standards, byif ~~the~~currently ~~terms and conditions of the Termination Agreement~~adopted, ~~which~~would ishave ~~filed herewith~~a asmaterial ~~Exhibit~~effect ~~10.1,~~on ~~which~~our iscondensed ~~incorporated~~financial ~~by reference herein~~statements.

~~For~~Item ~~more information about the Terminated Business Combination Agreement and other recent developments, please see “Note 1~~3. ~~Organization~~Quantitative and ~~Business~~Qualitative ~~Operation~~Disclosures -About ~~Initial Business~~Market ~~Combination.”~~Risk

19As of September 30, 2022, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act, and that invest only in direct U.S. government obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~Results of Operations~~24

WeItem ~~have neither engaged in any operations nor generated any revenues to date~~4. ~~Our~~Controls ~~only activities through June 30, 2022 were organizational activities, those necessary to prepare for our IPO~~ and ~~identifying~~Procedures aDisclosure ~~target~~Controls ~~company for our initial Business Combination,~~ and activities in connection with the proposed acquisition of Tomorrow.io, which has subsequently been terminated. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.Procedures

~~For~~Disclosure ~~the~~controls ~~three~~and ~~months~~procedures ~~ended~~are ~~June~~designed to ~~30,~~ensure ~~2022,~~that weinformation ~~had~~required ~~net~~to ~~income~~be ofdisclosed $1by us in our Exchange Act reports is recorded,~~747~~ processed,~~876~~ summarized, ~~which~~ ~~consists~~and ofreported within ~~interest~~the ~~income~~time onperiods ~~amounts~~specified ~~held~~ in the ~~Trust~~SEC’s ~~Account~~rules ofand ~~$257~~forms,~~084~~ and ~~change~~that insuch ~~the~~information ~~fair~~is ~~value~~accumulated ofand ~~the~~communicated ~~warrant~~to ~~liability~~our ~~of $1~~management,~~743,332,~~ ~~offset~~including byour ~~formation~~principal executive officer and ~~operating~~principal ~~costs~~financial ofofficer ~~$244,724,~~or ~~interest~~persons ~~expense~~performing ofsimilar ~~$366~~functions, ~~and~~as ~~provision~~appropriate to ~~for~~allow ~~income~~timely ~~taxes~~decisions ofregarding ~~$7,450~~required disclosure.

~~For~~Under the ~~six~~supervision ~~months~~and ~~ended~~with ~~June~~the 30participation of our management, ~~2022~~including our principal executive officer and principal financial and accounting officer, we ~~had~~conducted an evaluation ~~net~~of ~~income~~the effectiveness of ~~$21,970,239,~~our ~~which~~disclosure ~~consists~~controls and procedures as of ~~interest~~September ~~income~~30, on2022, ~~amounts~~as ~~held~~such term is defined in Rules 13a-15(e) and 15d-15(e) under the ~~Trust~~Exchange ~~Account~~Act. ofBased ~~$260~~on this evaluation,~~366,~~ ~~reimbursement~~our ofChief ~~business~~Executive Officer and Chief Financial Officer concluded that our ~~combination~~disclosure ~~expenses~~controls and procedures were not effective as of $1September 30,~~500~~ 2022,~~000,~~ ~~and~~due ~~change~~to the material weaknesses in ~~the~~our ~~fair~~internal ~~value~~control over offinancial ~~the~~reporting ~~warrant~~related ~~liability~~to our accounting for complex financial instruments and significant and unusual transactions. In light of ~~$20~~these material weaknesses,~~805,990,~~ ~~offset~~we byperformed ~~formation~~additional ~~and~~analysis ~~operating~~as deemed necessary to ensure that our condensed financial statements were ~~costs~~prepared ofin ~~$588~~accordance with GAAP. Accordingly,~~012,~~ ~~interest~~management ~~expense~~believes ofthat ~~$655~~the ~~and~~condensed ~~provision~~financial ~~for~~statements ~~income~~included ~~taxes~~in ofthis $7Quarterly Report on Form 10-Q present fairly in all material respects our financial position,~~450~~ results of operations and cash flows for the period presented.

~~For~~Changes the three months ended June 30, 2021, we had a net income of $6,423,127. We incurred $142,720 of formation and operating costs consisting mostly of general and administrative expenses. We had investment income of $26,166 on our amounts held in ~~the~~Internal ~~Trust~~Control ~~Account~~over ~~and~~Financial ~~change in the fair value of the warrant liability of $6,539,681.~~Reporting

~~For~~We ~~the~~have ~~six~~commenced ~~months~~our ~~ended~~remediation ~~June~~efforts ~~30,~~in ~~2021, we had~~connection awith ~~net~~the ~~income~~identification of ~~$5,324,279.~~the Wematerial ~~incurred~~weaknesses ~~$160,227~~discussed ofabove. ~~formation~~Specifically, ~~and~~we ~~operating~~enhanced ~~costs~~the ~~consisting~~supervisory ~~mostly~~review of ~~general~~accounting ~~and~~procedures in ~~administrative~~this ~~expenses. We~~financial ~~had~~reporting ~~investment~~area ~~income~~and ofexpanded ~~$29,904~~and onimproved our ~~amounts~~review ~~held~~process infor ~~the~~complex ~~Trust~~securities ~~Account~~ and ~~change~~related inaccounting ~~the~~standards. As ~~fair~~of ~~value~~September of30, 2022, the ~~warrant~~material ~~liability~~weaknesses ~~of $6,654,681~~discussed ~~offset~~above byhad ~~excess~~not ~~fair~~been ~~value~~fully ~~over~~remediated. ~~cash~~Accordingly, ~~received~~we ~~for~~continue ~~Private~~to ~~Placement~~test ~~Warrants~~our controls ofimplemented ~~$355,999~~to ~~and~~assess ~~offering~~whether ~~expenses~~our ~~related~~controls ~~to warrant~~are ~~issuance~~operating ~~of $844,080~~effectively.

~~Liquidity~~Our certifying officers performed additional accounting and ~~Capital~~financial ~~Resources~~analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for the Public Warrants, the Private Placement Warrants and Class A Common Stock. Our management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

OnOther ~~March~~than ~~15, 2021, we consummated~~ the ~~IPO~~changes ~~of 34,500,000~~discussed ~~units at a price of $10.00 per Unit~~above, ~~which~~there ~~includes~~have been ~~the~~no ~~full~~changes ~~exercise~~to byour ~~the~~internal ~~underwriters~~control ~~of the~~ over~~-allotment~~ ~~option,~~financial ~~at $10.00~~reporting ~~per~~during ~~Unit,~~the ~~generating~~quarter ~~gross~~ended ~~proceeds~~September ~~of $345~~30,~~000,000.~~ ~~Simultaneously with the closing of the IPO~~2022, wethat ~~consummated~~materially ~~the sale of 5~~affected,~~933,333~~ ~~Private~~or ~~Placement~~are ~~Warrants~~reasonably likely to ~~the~~materially ~~Sponsor at a price of $1.50 per warrant~~affect, ~~generating~~our ~~gross~~internal ~~proceeds~~control ofover ~~approximately~~financial ~~$8,900,000~~reporting.

Following the IPO, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $345,000,000 was placed in the Trust Account. We incurred $19,478,776 in transaction costs, including $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $503,776 of other costs.25

AsPART ofII June 30, 2022, we had cash and marketable securities held in the Trust Account of $345,258,146 (including $258,146 of interest income) consisting of U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 ~~under~~OTHER the Investment Company Act, which invest only in direct U.S. government treasury obligations. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through June 30, 2022, we withdrew $78,037 of interest income from the Trust Account to pay our tax obligations.INFORMATION

~~For~~Item ~~the six months ended June 30, 2022, cash used in operating activities was $302,851~~1. ~~Net~~Legal income of $21,970,239 was affected by interest earned on cash and marketable securities held in the Trust Account of $260,366, a change in fair value of warrant liabilities of $20,805,990 and interest expense of $655Proceedings. ~~Changes in operating assets and liabilities used $1,207,389 of cash for operating activities.~~

~~For the six months ended June 30, 2021, cash provided by operating activities was $540,744~~None. Net income of $5,324,279 was affected by interest earned on cash and marketable securities held in the Trust Account of $29,904, a change in fair value of warrant liabilities of $6,654,681, excess of fair value over cash received for Private Placement Warrants of $355,999 and offering costs allocated to warrants of $844,080. Changes in operating assets and liabilities used $380,517 of cash for operating activities.

WeItem intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our initial Business Combination1A. ToRisk the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategiesFactors.

20Except as set forth below, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 11, 2022 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2022 as filed with the SEC on May 16, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

OnThe ~~March~~Excise 6,Tax ~~2022~~included we entered into a Termination Agreement and Plan of Merger with Tomorrow.io and pursuant to the Termination Agreement, Tomorrow.io was obligated to pay us $1,500,000 upon the earliest to occur of (a) 120 days from the Termination Agreement, (b) two business days after the initial closing of Tomorrow,io’s Next Financing (as defined in the ~~Termination~~Inflation ~~Agreement)~~Reduction ~~and~~Act ~~(c) immediately prior to the consummation~~ of ~~Change of Control (as defined in the Termination Agreement). The Termination Payment was received on July 1,~~ 2022~~. Until consummation of a Business Combination, we~~ ~~will~~may bedecrease ~~using~~ the ~~funds~~value ~~not held in the Trust Account and any additional Working Capital Loans from the Company’s Sponsor, an affiliate~~ of ~~the~~our ~~Company’s Sponsor or certain of the Company’s directors and officers~~securities, ~~for~~hinder ~~identifying~~our ~~and~~ability ~~evaluating~~to ~~target~~consummate ~~businesses, performing~~an initial business ~~due diligence on prospective target businesses~~combination, ~~traveling to~~ and ~~from~~decrease the ~~offices~~amount ~~or similar locations~~ of ~~prospective~~ ~~target~~funds ~~businesses~~available orfor ~~their~~distribution ~~representatives~~in orconnection ~~owners,~~with ~~reviewing corporate documents and material agreements of prospective target businesses, structuring, negotiating and completing~~ a ~~Business Combination~~liquidation.

AsOn ofAugust ~~June~~16, 302022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), wewhich, ~~had~~among ~~cash~~other things, imposes a 1% excise tax on the fair market value of stock ~~$88~~repurchased by a domestic corporation beginning in 2023,~~568~~ with certain exceptions (the “Excise Tax”). WeBecause we are ~~intend~~a toDelaware ~~use~~corporation and our securities trade on the ~~funds~~Nasdaq ~~held~~Stock ~~outside~~Market, we are a “covered corporation” within the ~~Trust~~meaning of ~~Account~~the ~~primarily~~Inflation toReduction ~~identify~~Act. ~~and~~While ~~evaluate~~not ~~target~~free ~~businesses~~from doubt, ~~perform~~it ~~business~~is ~~due~~possible ~~diligence~~that the Excise Tax will apply to any redemptions of our common onstock ~~prospective~~after ~~target~~December ~~businesses~~31, ~~travel~~2022, toincluding redemptions in connection with an initial business combination and ~~from~~any amendment to our certificate of incorporation to extend the ~~offices~~time orto ~~similar~~consummate ~~locations~~an initial business combination, unless an exemption is available. Issuances of ~~prospective~~securities in ~~target~~connection ~~businesses~~with oran ~~their~~initial ~~representatives~~business combination transaction (including any PIPE transaction at the time of an initial business combination) orare ~~owners,~~expected ~~review~~to ~~corporate~~reduce ~~documents~~the ~~and~~amount ~~material~~of ~~agreements~~the Excise Tax in connection with redemptions occurring in the same taxable year (generally by the value of ~~prospective~~the ~~target~~securities ~~businesses~~issued), ~~structure,~~but ~~negotiate~~the ~~and~~value ~~complete~~of athe ~~Business Combination~~securities redeemed may exceed the value of the securities issued.

~~Until~~Consequently, the ~~consummation~~value of ayour ~~Business~~investment ~~Combination,~~in our securities may decrease as a result of the ~~Company~~Excise ~~will~~Tax. beIn ~~using~~addition, the ~~funds~~Excise ~~not~~Tax ~~held~~may inmake ~~the~~a ~~Trust~~transaction ~~Account~~with ~~for~~us ~~identifying~~less appealing to potential business combination targets, and ~~evaluating~~thus ~~prospective~~potentially ~~acquisition~~hinder ~~candidates~~our ability to enter into and consummate an initial business combination, ~~performing~~particularly an initial ~~due~~business ~~diligence~~combination onin ~~prospective~~which ~~target~~substantial ~~businesses,~~PIPE ~~paying~~issuances ~~for~~are ~~travel~~not ~~expenditures~~contemplated. Further, ~~selecting~~ the ~~target~~application ~~business~~of tothe ~~acquire,~~Excise ~~and~~Tax ~~structuring,~~in the event ~~negotiating~~of ~~and~~a ~~consummating~~liquidation ~~the~~is ~~Business~~uncertain ~~Combination~~absent further guidance.

~~The~~Item ~~Company~~2. ~~has~~Unregistered ~~incurred~~Sales ~~and expects to continue to incur significant costs in pursuit~~ of ~~its~~Equity ~~acquisition~~Securities plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and ~~Sponsor may,~~Use but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of ~~a potential transaction, and reducing overhead expenses~~Proceeds. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued.

~~On December 6, 2021, we issued a promissory note in the principal amount of $350,000 to our Sponsor~~None. Such promissory note bears interest at 0.33% per annum and is repayable in full at the earlier of (i) March 15, 2023 or (ii) the date on which we consummate an initial Business Combination as contemplated by our amended and restated certificate of incorporation. If we do not consummate a Business Combination, we may use a portion of any funds held outside the Trust Account to repay the Note; however, no proceeds from the Trust Account may be used for such repayment. As of June 30, 2022, the outstanding balance under the Note amounted to an aggregate of $350,655, which includes $655 of accrued interest.

InItem connection with the Company’s assessment of going concern considerations in accordance with the FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if we are unable to complete a Business Combination by March 15, 2023, then the Company will cease all operations except for the purpose of liquidating3. ~~The~~Defaults ~~liquidity~~Upon ~~condition~~Senior ~~and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern~~Securities. We plan to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 15, 2023.

21None.

~~Off-Balance~~Item ~~Sheet~~4. ~~Arrangements~~Mine Safety Disclosures.

WeNot ~~did not have any off-balance sheet arrangements as of June 30, 2022 and December 31, 2021~~Applicable.

~~Contractual Obligations~~26

WeItem do not have any capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services to the Company5. WeOther ~~began incurring these fees on March 11, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation~~Information.

~~The underwriters of the IPO are entitled to a deferred fee of $12,075,000 in the aggregate~~None. ~~The deferred fee will be waived by the underwriters in the event that we do not complete a Business Combination, subject to the terms of the underwriting agreement.~~

OnItem ~~December~~ 6~~, 2021, we issued the Note in the principal amount of $350,000 to our Sponsor~~. Such promissory note bears interest at 0.33% per annum and is repayable in full at the earlier of (i) March 15, 2023 or (ii) the date on which we consummate an initial Business Combination as contemplated by our amended and restated certificate of incorporation. As of June 30, 2022, the outstanding balance under the Note amounted to an aggregate of $350,655, which includes $655 of accrued interest.Exhibits

~~Critical~~The ~~Accounting~~following ~~Policies~~exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 10-Q filed by the Registrant on May 24, 2021).
3.2		Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Form S-1 filed by the Registrant on February 18, 2021).
4.1		Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Form S-1 filed by the Registrant on February 18, 2021).
4.2		Form of Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Form S-1 filed by the Registrant on February 18, 2021).
4.3		Form of Warrant Certificate (included in Exhibit 4.4).
4.4		Warrant Agreement, dated March 10, 2021, between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Form 8-K filed by the Registrant on March 15, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Class~~* AFiled ~~Common Stock Subject to Possible Redemption~~herewith.

We account for our shares of Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A Common Stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Class A Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our unaudited condensed balance sheet. 27

~~Net Income (Loss) per Share of Common Stock~~SIGNATURES

~~The~~In ~~Company~~accordance ~~complies~~ with ~~accounting~~the ~~and disclosure~~ requirements of ~~FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by~~ the ~~weighted~~Exchange ~~average~~Act, ~~number of shares of common stock outstanding during~~ the ~~period,~~registrant ~~excluding~~caused ~~common~~this ~~stock~~report ~~subject~~ to ~~forfeiture. At June 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially,~~ be ~~exercised~~signed oron ~~converted~~its ~~into shares~~behalf ofby ~~common stock and then share in~~ the ~~earnings of the Company. As a result~~undersigned, ~~diluted~~thereunto ~~income~~duly ~~(loss) per share is the same as basic income (loss) per share for the period presented~~authorized.

Derivative Warrant Liabilities

	Pine Technology Acquisition Corp.

Date: October 31, 2022	By:	/s/ Christopher Longo
	Name:	Christopher Longo
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: October 31, 2022	By:	/s/ Ciro M. DeFalco
	Name:	Ciro M. DeFalco
	Title:	Chief Financial Officer
		(Principal Accounting Officer and Financial Officer)

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. 28

We account for our 17,433,333 warrants (comprising 11,500,000 public included as part of our units sold in our IPO (the “Public Warrants”) and 5,933,333 Private Placement Warrants sold to our Sponsor in a private placement which took place concurrently with our IPO as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants issued by the Company in connection with its IPO was initially measured using a Monte Carlo simulation model, and then subsequently measured at the public trading price. The fair value of Private Placement Warrants has been estimated using a Modified Black-Scholes model at each measurement date.

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Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of June 30, 2022, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act, and that invest only in direct U.S. government obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2022, due to the material weaknesses in our internal control over financial reporting related to our accounting for complex financial instruments and significant and unusual transactions. In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our condensed financial statements were prepared in accordance with GAAP. Accordingly, management believes that the condensed financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Changes in Internal Control over Financial Reporting

We have commenced our remediation efforts in connection with the identification of the material weaknesses discussed above. Specifically, we enhanced the supervisory review of accounting procedures in this financial reporting area and expanded and improved our review process for complex securities and related accounting standards. As of June 30, 2022, the material weaknesses discussed above had not been fully remediated. Accordingly, we continue to test our controls implemented to assess whether our controls are operating effectively. While there can be no assurance, we believe our material weaknesses will be remediated during the course of the fiscal year 2022.

Our certifying officers performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for the Public Warrants, the Private Placement Warrants and Class A Common Stock. Our management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

Other than the changes discussed above, there have been no changes to our internal control over financial reporting during the quarter ended June 30, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Except as set forth below, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 11, 2022 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2022 as filed with the SEC on May 16, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 10-Q filed by the Registrant on May 24, 2021).
3.2		Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Form S-1 filed by the Registrant on February 18, 2021).
4.1		Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Form S-1 filed by the Registrant on February 18, 2021).
4.2		Form of Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Form S-1 filed by the Registrant on February 18, 2021).
4.3		Form of Warrant Certificate (included in Exhibit 4.4).
4.4		Warrant Agreement, dated March 10, 2021, between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Form 8-K filed by the Registrant on March 15, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pine Technology Acquisition Corp.
Date: August 10, 2022	By:	/s/ Christopher Longo
	Name:	Christopher Longo
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: August 10, 2022	By:	/s/ Ciro M. DeFalco
	Name:	Ciro M. DeFalco
	Title:	Chief Financial Officer
		(Principal Accounting Officer and Financial Officer)

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Filing Compare · Pine Technology Acquisition Corp.