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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~ ~~7, 2022 (~~March 69, ~~2022)~~2023

PINE TECHNOLOGY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Delaware		001-40179		86-1328728
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

260 Lena Drive

Aurora, Ohio

44202

(Address of principal executive offices)

(Zip Code)

(212) 402-8216

(Registrant’s telephone number, including area code)

Not Applicable

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

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

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

~~Introductory~~Item 8.01 ~~Note~~Other Events

AsOn March ~~previously~~9, ~~announced~~2023, onthe ~~December~~board 7,of ~~2021,~~directors of Pine Technology Acquisition Corp., ~~a Delaware corporation~~ (the “Company”), ~~entered~~determined ~~into~~that the Company will not be able to consummate an ~~agreement~~initial business combination within the time period required by its Amended and ~~plan~~Restated Certificate of Incorporation ~~merger~~ (the “~~Merger Agreement~~Charter”). byAccordingly, the Company will dissolve and ~~among~~liquidate pursuant to the ~~Company~~terms of the Charter, effective ~~Pine~~as ~~Technology~~of ~~Merger~~the ~~Corp~~close of business on March 10, 2023, and will redeem all of the outstanding shares of Class A common stock, par value $0.0001, athat ~~Delaware~~were ~~corporation~~included in the units issued in its initial public offering (the “~~Merger~~Public ~~Sub~~Shares”), ~~and~~at ~~The~~a ~~Tomorrow~~per-share redemption ~~Companies~~price ~~Inc~~of approximately $10.17, after taking into account the removal of a ~~Delaware~~portion ~~corporation~~of ~~(“Tomorrow.io”~~the ~~and~~accrued ~~together~~interest ~~with~~in the ~~Company~~trust ~~and~~account ~~Merger~~to ~~Sub,~~pay taxes ~~the~~and ~~“Parties”)~~for dissolution expenses.

~~Item~~As of ~~1.02.~~the ~~Termination~~close of abusiness ~~Material~~on ~~Definitive~~March ~~Agreement~~10, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

OnTo provide ~~March~~for 6,the ~~2022~~disbursement of funds from the trust account, the ~~Parties~~Company ~~entered~~has ~~into~~instructed aContinental ~~Termination of~~Stock ~~Agreement~~Transfer ~~and~~& ~~Plan~~Trust ofCompany, the ~~Merger~~trustee (of the ~~“Termination~~trust ~~Agreement~~account (“Continental”), ~~pursuant~~ to ~~which,~~take ~~due~~all tonecessary ~~market~~actions ~~conditions,~~to liquidate the ~~parties~~securities ~~agreed to~~held ~~terminate~~in the ~~Merger~~trust account. ~~Agreement~~The ~~effective~~proceeds as of ~~such~~the ~~date,~~trust ~~after~~account ~~taking~~will ~~several~~be ~~factors~~held ~~into~~in ~~consideration.~~a ~~Pursuant~~non-interest tobearing ~~the~~account ~~Termination Agreement,~~while ~~Tomorrow.io~~awaiting ~~will~~disbursement ~~pay~~to the ~~Company~~holders of ~~$1,500,000~~the ~~upon~~Public ~~the~~Shares. ~~earliest~~Record toholders ~~occur~~will ofreceive ~~(a)~~their ~~120~~pro ~~days~~rata ~~from~~portion of the ~~date~~proceeds of the ~~Termination~~trust ~~Agreement, (b)~~account ~~two~~by ~~business~~delivering ~~days~~their ~~after~~Public Shares ~~the~~to ~~initial~~Continental, ~~closing~~the ~~of Tomorrow.io~~Company’s ~~Next~~transfer ~~Financing~~agent. ~~(as~~Beneficial ~~defined~~owners inof ~~the~~Public ~~Termination~~Shares ~~Agreement)~~held ~~and~~in ~~(c)~~“street name,” however, ~~immediately~~will ~~prior~~not need to take any action to receive the ~~consummation~~redemption ofamount. aThe ~~Change~~redemption of ~~Control~~the ~~(as~~Public ~~defined~~Shares inis ~~the~~expected ~~Termination~~to ~~Agreement)~~be completed within ten business days following March 10, 2023.

~~As a result of the Termination Agreement, the Merger~~The ~~Agreement~~Company’s issponsor ofhas noagreed ~~further~~to ~~force~~waive ~~and~~its ~~effect,~~redemption ~~and~~rights ~~certain agreements entered into in connection~~ with ~~the~~respect ~~Merger Agreement, including, but not limited~~ to, ~~the~~its ~~Parent~~outstanding ~~Support~~shares ~~Agreement, dated as~~ of ~~December~~Class 7,B ~~2021,~~common bystock ~~and among the Company, Tomorrow.io and Pine Technology~~issued ~~Sponsor~~prior ~~LLC,~~to the ~~Voting and Support Agreements, dated as of December 7, 2021, by and among the~~ Company,’s ~~Merger~~initial ~~Sub,~~public ~~Tomorrow~~offering.io ~~and~~There ~~certain Tomorrow.io~~will ~~stockholders,~~be ~~and~~no ~~the~~redemption ~~Subscription~~rights ~~Agreements,~~or ~~dated~~liquidating ~~December~~distributions 7,with ~~2021,~~respect ~~by and among~~ to the Company’s ~~and certain investors~~warrants, which will ~~either~~ beexpire ~~terminated or no longer be effective, as applicable, in accordance with their respective terms~~worthless.

The Company expects that the Nasdaq Stock Market will file a Form 25 with the Securities and Exchange Commission (the “Commission”) to delist the Company’s ~~intends~~securities. The Company thereafter expects to ~~continue~~file a Form 15 with the Commission to ~~pursue~~terminate the ~~consummation~~registration of aits ~~business~~securities ~~combination~~under ~~with~~the anSecurities ~~appropriate~~Exchange ~~target~~Act of 1934, as amended.

~~The~~Item foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, which was previously filed as Exhibit 29.101 toFinancial ~~the~~Statements ~~Current Report on Form 8-K with the U.S. Securities~~ and ~~Exchange Commission by the Company on December 7, 2021, and the Termination Agreement, which is filed herewith as Exhibit 10~~Exhibits.~~1, each of which is incorporated by reference herein.~~

~~Item 8.01 Other Events~~(d) Exhibits

On March 7, 2022, the Company and Tomorrow.io issued a press release announcing the Termination Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 9.01 Financial Statements and Exhibits.~~1

~~(d) Exhibits~~SIGNATURE

Exhibit No.		Description
10.1		Termination of Agreement and Plan of Merger, dated as of March 6, 2022, by and among The Tomorrow Companies Inc., Pine Technology Acquisition Corp. and Pine Technology Merger Corp.
99.1		Press Release, dated as of March 7, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

	Pine Technology Acquisition Corp.

Date: March 9, 2023	By:	/s/ Ciro M. DeFalco
		Name:	Ciro M. DeFalco
		Title:	Chief Financial Officer

~~SIGNATURE~~2

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

	Pine Technology Acquisition Corp.
Date: March 7, 2022	By:	/s/ Ciro M. DeFalco
		Name:	Ciro M. DeFalco
		Title:	Chief Financial Officer

Filing Compare · Pine Technology Acquisition Corp.