UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
(
(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 | ||
Class A common stock, $0.0001 par value, and one-third of one warrant |
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The Stock Market LLC | ||
The Stock Market LLC | ||||
The |
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.
EXPLANATORY NOTE
Further, on November 18, 2021, the Company filed its Quarterly Report as of and for the three and nine months ended September 30, 2021 (the “Q3 Form 10-Q”) on Form 10-Q, which included a Note 2, Restatement of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Class A Common Stock (the “Class A Common Stock”) subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on March 15, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A Common Stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the conclusion and determined that the Class A Common Stock subject to redemption included certain provisions that require classification of the Class A Common Stock as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by revising all Class A Common Stock subject to redemption as temporary equity, with a concurrent change in the accretion method of allocation of the components of the Company’s equity.
In Note 2 to its Quarterly Report as of and for the three months ended March 31, 2021 (the “Q1 Form 10-Q”) and Note 2 to its Q3 Form 10-Q, the Company concluded that its previously issued financial statements impacted should be restated to (i) classify its warrants as a liability, with changes in fair value each period reported in earnings in respect of the financial statements included in the Q1 Form 10-Q and (ii) classify all Class A Common Stock as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination in respect of the financial statements included in the Q3 Form 10-Q.
On November 15, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of March 15, 2021, as previously restated in the Q1 Form 10-Q, (ii) unaudited interim financial statements included in the Q1 Form 10-Q and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for the Affected Periods.
The Company determined that none of the above changes will have any impact on its cash position or cash held in the trust account established in connection with the IPO.
The correction of the aforementioned errors of the accounting for the warrants and Class A Common Stock subject to redemption are reflected in Exhibit 99.1 included with this Amendment.
Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original 8-K, other than as described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. | Description of Exhibits | |
99.1 | Audited Balanced Sheet as of March 15, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: January 25, 2022 | By: | /s/ Ciro M. DeFalco | |
Name: | Ciro M. DeFalco | ||
Title: | Chief Financial Officer |
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