Docoh
Loading...

PTOC Pine Technology Acquisition

Filed: 15 Mar 21, 8:00pm

 

 

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 15, 2021 (March 10, 2021)

 

 

 

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. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

On March 15, 2021, Pine Technology Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 34,500,000 units (the “Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant of the Company (the “Warrants”), each whole warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as provided in the Company’s registration statement on Form S-1, initially filed with the Securities and Exchange Commission on February 19, 2021 (File No. 333-253278). The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $345,000,000.

 

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 5,933,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, Pine Technology Sponsor LLC (the “Sponsor”), generating gross proceeds to the Company of $8,899,999.50. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The Private Placement Warrants are also not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

 

A total of $345,000,000 was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the proceeds from the IPO will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO, and (iii) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law.

 

In connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s Registration Statement:

 

An Underwriting Agreement, dated March 10, 2021, between the Company and Cantor Fitzgerald & Co., as representative of the underwriters.

 

 A Warrant Agreement, dated March 10, 2021 between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

 

 Letter Agreement, dated March 10, 2021, between the Company and each of its officers and directors and the Sponsor.

 

 An Investment Management Trust Agreement, dated March 10, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

 

 A Registration Rights Agreement, dated March 10, 2021, among the Company and certain other security holders named therein.

 

 A Private Placement Warrant Purchase Agreement, dated March 10, 2021, between the Company and the Sponsor.

 

 Indemnity Agreements, dated March 10, 2021, between the Company and each of its officers and directors.

 

 An Administrative Services Agreement, dated March 10, 2021, between the Company and an affiliate of the Sponsor.

 

The Company also adopted the Amended and Restated Certificate of Incorporation on March 10, 2021, which both restates and amends the provisions of the original certificate of incorporation of the Company.

 

1

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No. Description of Exhibits
1.1 Underwriting Agreement, dated March 10, 2021, between the Company and Cantor Fitzgerald & Co., as representative of the underwriters.
   
3.1 Amended and Restated Certificate of Incorporation
   
4.4 Warrant Agreement, dated March 10, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
   
10.1 Letter Agreement, dated March 10, 2021, between the Company and each of its officers and directors and the Sponsor.
   
10.2 Investment Management Trust Agreement, dated March 10, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.
   
10.3 Registration Rights Agreement, dated March 10, 2021, among the Company and certain other security holders named therein.
   
10.4 Private Placement Warrant Purchase Agreement, dated March 10, 2021, between the Company and the Sponsor.
   
10.5 Form of Indemnity Agreement, dated March 10, 2021, between the Company and each of its officers and directors.
   
10.6 Administrative Services Agreement, dated March 10, 2021, between the Company and an affiliate of the Sponsor.

 

2

 

 

SIGNATURE

 

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 15, 2021By:/s/ Christopher Longo
  Name:Christopher Longo
  Title:Chief Executive Officer

 

 

 3