Current Report Filing (8-k)
March 09 2023 - 9:01AM
Edgar (US Regulatory)
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2023-03-09
2023-03-09
0001838238
PTOC:UnitsEachConsistingOfOneShareOfMember
2023-03-09
2023-03-09
0001838238
PTOC:SharesOfClassCommonStockMember
2023-03-09
2023-03-09
0001838238
PTOC:WarrantsIncludedAsPartOfUnitsMember
2023-03-09
2023-03-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 9, 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.
Item
8.01 Other Events
On
March 9, 2023, the board of directors of Pine Technology Acquisition Corp. (the “Company”) determined that the Company will
not be able to consummate an initial business combination within the time period required by its Amended and Restated Certificate of
Incorporation (the “Charter”). Accordingly, the Company will dissolve and liquidate pursuant to the terms of the Charter,
effective as of the close of business on March 10, 2023, and will redeem all of the outstanding shares of Class A common stock, par value
$0.0001, that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption
price of approximately $10.17, after taking into account the removal of a portion of the accrued interest in the trust account to pay
taxes and for dissolution expenses.
As
of the close of business on March 10, 2023,
the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.
To
provide for the disbursement of funds from the trust account, the Company has instructed Continental Stock Transfer & Trust Company,
the trustee of the trust account (“Continental”), to take all necessary actions to liquidate the securities held in the trust
account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders
of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public
Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however,
will not need to take any action to receive the redemption amount. The redemption of the Public Shares is expected to be completed within
ten business days following March 10, 2023.
The
Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding shares of Class B common stock issued
prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to
the Company’s warrants, which will expire 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 securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration
of its securities under the Securities Exchange Act of 1934, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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 9, 2023 |
By: |
/s/
Ciro M. DeFalco |
| |
|
Name: |
Ciro M. DeFalco |
| |
|
Title: |
Chief Financial Officer |
2
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