Statement of Ownership (sc 13g)
February 12 2021 - 4:09PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Pine
Island Acquisition Corp.
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
722615200
(CUSIP
Number)
December
31, 2020
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 722615200
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13G
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Page 2 of
5
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1.
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Names of Reporting Persons
Pine Island Sponsor LLC
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3.
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SEC Use Only
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4.
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Citizenship or Place
of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
5,379,700 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
5,379,700 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
5,379,700 (1)
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented
by Amount in Row (9)
19.7% (1)
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12.
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Type of Reporting Person
(See Instructions)
OO (Limited Liability
Company)
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(1) See
Item 4 below. The Reporting Person owns 5,379,700 shares of Class B common stock of the Issuer, which are automatically convertible
into the Issuer’s Class A common stock, as more fully described under the heading “Description of Securities –
Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-248995).
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CUSIP No. 722615200
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13G
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Page 3 of
5
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Item 1.
Pine Island Acquisition
Corp. (the “Issuer”).
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(b)
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Address of issuer’s principal
executive offices
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2455 E. Sunrise Blvd.
Suite 1205
Fort Lauderdale, FL 33304
Item 2.
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(a)
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Name of person filing
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This Schedule 13G
is being filed by Pine Island Sponsor LLC (the “Reporting Person”).
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(b)
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Address or principal business office
or, if none, residence
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The address of the
Reporting Person is: 2455 E. Sunrise Blvd. Suite 1205, Fort Lauderdale, FL 33304.
The Reporting Person
is a Delaware limited liability company.
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(d)
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Title of class of securities
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Class A common stock,
par value $0.0001 per share (the “Class A Common Stock”).
722615200
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section
15 of the Act (15 U.S.C. 78c).
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(b)
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section
8 of the Investment Company Act (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund
in accordance with § 240.13d-1(b)(ii)(F).
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(g)
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A parent holding company or control person
in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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A non-U.S. institution in accordance with
§ 240.13d-1(b)(1)(ii)(J).
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(k)
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Group in accordance with § 240.13d-1(b)(ii)(J).
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If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The responses to Items
5-11 of the cover page of this Schedule 13G are incorporated herein by reference.
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CUSIP No. 722615200
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13G
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Page 4 of
5
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As of December 31,
2020, the Reporting Person holds 5,379,700 shares of Class B common stock, representing 19.7% of the total Class A and Class
B common stock issued and outstanding. The shares of Class B common stock are automatically convertible into shares of Class
A common stock at the time of the Issuer’s initial business combination, on a one-for-one basis, subject to adjustment,
as more fully described in the section entitled “Description of Securities – Founder Shares” in the
Issuer's Form S-1 as initially filed with the Securities and Exchange Commission on September 23, 2020, as
amended.
Messrs. John A. Thain,
Philip A. Cooper and Robert Knox are the three managers of the Reporting Person. Any action by the Reporting Person with respect
to the Issuer or the shares owned by the Reporting Person, including voting and dispositive decisions, requires a majority vote
of the managers of the Reporting Person. Under the so-called “rule of three,” because voting and dispositive decisions
are made by a majority of the managers of the Reporting Person, none of the managers of the Reporting Person is deemed to be a
beneficial owner of the Reporting Person’s securities, even those in which such manager holds a pecuniary interest. Accordingly,
none of Messrs. Thain, Cooper and Knox is deemed to have or share beneficial ownership of the shares of the Issuer held by the
Reporting Person.
The percentages used
in this Schedule 13G are based on 21,838,750 shares of the Issuer’s Class A
common stock and 5,459,700 shares of its Class B common stock issued and outstanding
as of December 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the three months ended September
30, 2020, filed with the Securities and Exchange Commission on December 22, 2020, and after taking into account the forfeiture
of 290,300 shares of Class B common stock by the Reporting Person effective December 31, 2020.
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Item 5.
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Ownership of 5 Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another
Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the
Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2021
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Pine Island Sponsor LLC
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By:
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/s/ Philip A. Cooper
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Name:
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Philip A. Cooper
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Title:
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Manager
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