Item 1.01 Entry into a Material Definitive Agreement.





Merger Agreement

On December 7, 2021, Pine Technology Acquisition Corp., a Delaware corporation (the "Company"), entered into an agreement and plan of merger (the "Merger Agreement") by and among the Company, Pine Technology Merger Corp., a Delaware corporation ("Merger Sub"), and The Tomorrow Companies Inc., a Delaware corporation ("Tomorrow.io" and together with the Company and Merger Sub, the "Parties"). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Tomorrow.io, with Tomorrow.io surviving as a wholly owned subsidiary of the Company (the "Merger"). Upon the closing of the Merger (the "Closing"), it is anticipated that the Company will change its name to "The Tomorrow Companies Inc." and is referred to herein as the "Combined Entity" as of the time following such change of name. The date on which the Closing actually occurs is hereinafter referred to as the "Closing Date."





Consideration and Structure

Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of Tomorrow.io in exchange for 70,000,000 shares of the Company's Class A common stock (the "Class A Common Stock"), that will be issued (or reserved for issuance upon the exercise of options) at the effective time of the Merger (the "Effective Time").

Pursuant to the Merger Agreement, at or prior to the Effective Time, each option exercisable for Tomorrow.io's common stock that is outstanding immediately prior to the Effective Time shall be assumed by the Company and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to the exercise price and number of shares of Class A Common Stock issuable upon exercise. In addition, the Merger Agreement contemplates that within the 30-day period following the Closing Date, the Combined Entity will make a grant of 3,000,000 restricted stock units to certain key employees of Tomorrow.io and its subsidiaries, with each restricted stock unit providing the holder thereof the opportunity to be issued one share of Class A Common Stock, as further described in the Merger Agreement.

Representations, Warranties and Covenants

The Parties have agreed to customary representations and warranties for transactions of this type. In addition, the Parties agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Tomorrow.io, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and the Closing. Subject to limited exceptions, the representations and warranties of the Parties and the covenants made under the Merger Agreement will not survive the Closing.





Conditions to Closing

Under the Merger Agreement, the obligations of the Parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions applicable to the respective Parties, including, without limitation: (i) receipt of the requisite vote of the Company's stockholders and Tomorrow.io's stockholders; (ii) the receipt of consents or approvals from certain governmental, regulatory or administrative authorities; (iii) the aggregate cash proceeds from the Company's trust account, together with the proceeds from the subscriptions, equaling no less than $150,000,000 (after deducting any amounts paid to Company stockholders that exercise their redemption rights in connection with the Merger and net of the Company and Tomorrow.io's transaction expenses), (iv) the absence of a Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement; (v) stockholders of the Company have not redeemed the Class A Common Stock in an amount that would cause the Company to have net tangible assets of less than $5,000,001 upon consummation of the Merger; and (vi) the Company's initial listing application with the Nasdaq Stock Market LLC ("Nasdaq") in connection with the Merger has been conditionally approved and, immediately following the effective time of the Merger, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq, and the Company has not received any notice of non-compliance therewith, and the Class A Common Stock has been approved for listing on Nasdaq.





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Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, by the Company or Tomorrow.io, if (i) (A) the Closing has not occurred by June 30, 2022 and (B) the Party (the Company or Merger Sub, on one hand, or . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 6, 2021, the Company issued an unsecured promissory note (the "Note") in the principal amount of $350,000 to Sponsor. The Note bears interest at a rate of 0.33% per annum and is repayable in full, including accrued interest thereon, on the earlier of (i) March 15, 2023 and (ii) the date on which the Company consummates an initial business combination as contemplated by its current charter. The foregoing description of the Note is not complete and is qualified in its entirety by reference to the Note, which is attached hereto as Exhibit 10.6 and incorporated by reference herein.





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Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Class A Common Stock in connection with the transactions contemplated by the Merger Agreement and the PIPE Subscription Agreements is incorporated by reference herein. The Class A Common Stock issuable pursuant to the PIPE Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure.

On December 7, 2021, the Company and Tomorrow.io jointly issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

Furnished as Exhibit 99.2 hereto is the form of investor presentation to be used by the Company and Tomorrow.io in presentations to certain of their securityholders and other persons regarding the Merger.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.




Item 8.01 Other Events.



Registration Rights Agreement

In connection with the Closing, Sponsor and certain other stockholders will enter into a registration rights agreement (the "Registration Rights Agreement") with the Company and Tomorrow.io, pursuant to which such stockholders can each request to sell all or any portion of their registrable securities in an underwritten offering under certain circumstances and will each also have piggyback registration rights for these securities. In addition, following the consummation of the Merger, the Combined Entity is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of the Combined Entity. The registration of these securities will permit the public resale of such securities, subject to certain contractual restrictions imposed by such agreement and the Merger Agreement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated by reference herein.





Lock-Up Agreements

In connection with the Closing, certain stockholders of Tomorrow.io and Sponsor will enter into lock-up agreements with the Company (the "Lock-Up Agreements"), pursuant to which the stockholder parties thereto and Sponsor will agree to not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to Restricted Securities (as defined below) or (ii) enter into any swap or hedging or other arrangement which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities, or that transfers to another, in whole or in part, any of the economic consequences of ownership of any Restricted Securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of such securities, in cash or otherwise, for a period of one year after the Closing. The restrictions contained in the Lock-Up Agreements do not apply if the closing price of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of Closing. As used in the Lock-Up Agreements, the term "Restricted Securities" means (i) with respect to Sponsor or its transferees, the shares of the Class A Common Stock received by Sponsor at the Closing upon the automatic conversion of the shares of Class B Common Stock held by Sponsor or its transferees, and (ii) with respect to the stockholders of Tomorrow.io, (a) any shares of the Company's common stock held by such stockholders immediately after the Effective Time, (b) any shares of the Company's common stock issuable to such stockholders upon exercise or settlement of options or restricted stock units held by such stockholders immediately after the Effective Time and (c) any securities convertible into or exercisable or exchangeable from shares of the Company's common stock held by such stockholders immediately after the Effective Time. Shares of the Company's common stock held by stockholders of Tomorrow.io that do not enter into Lock-Up Agreements will be subject to substantially similar restrictions pursuant to the Company's Amended Bylaws, to be effective on Closing.





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The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement, a form of which is attached hereto as Exhibit 10.5 and is incorporated by reference herein.

Important Information About the Merger and Where to Find It

A full description of the terms of the Merger will be provided in a registration statement on Form S-4 to be filed with the SEC by the Company that will include a prospectus with respect to the Combined Entity's securities to be issued in connection with the Merger and a proxy statement with respect to the stockholder meeting of the Company to vote on the Merger. THE COMPANY URGES ITS INVESTORS, STOCKHOLDERS AND OTHER INTERESTED PERSONS TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/ PROSPECTUS AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, TOMORROW.IO AND THE MERGER. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed Merger. Once available, stockholders will also be able to obtain a copy of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to the Company. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC's website (www.sec.gov).

Participants in the Solicitation

The Company, Tomorrow.io and certain of their respective directors, executive officers and employees may be considered to be participants in the solicitation of proxies in connection with the transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of the Company in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus described above when it is filed with the SEC. Additional information regarding the Company's directors and executive officers can also be found in the Company's final prospectus, filed with the SEC on March 11, 2021 (the "Pine Technology Final Prospectus"). These documents are available free of charge.





Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the safe harbor provisions under applicable securities laws, including the United States Private Securities Litigation Reform Act of 1995, that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, the expected cash proceeds from the transaction, the ability to complete the Merger due to the failure to obtain approval from the Company's stockholders or satisfy other closing conditions in the Merger Agreement, the occurrence of any event that could give rise to the termination of the Merger Agreement, the ability to recognize the anticipated benefits of the Merger, the amount of redemption requests made by the Company's public stockholders, the estimated implied equity value of the Combined Entity, Tomorrow.io's ability to effectively compete in its industry, Tomorrow.io's ability to scale and grow its business, including the timing of the planned satellite launches in 2022, the cash position of the Combined Entity following Closing and the timing of the Closing of the Merger. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the Pine Technology Final Prospectus, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, in each case, under the heading "Risk Factors," and other documents of the Company filed, or to be filed, including the proxy statement/prospectus, with the SEC. There may be additional risks that the Company and Tomorrow.io presently do not know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's and Tomorrow.io's expectations, plans or forecasts of future events and views as of the date of this Current Report. The Company and Tomorrow.io anticipate that subsequent events and developments will cause their assessments to change. However, while the Company and Tomorrow.io may elect to update these forward-looking statements at some point in the future, the Company and Tomorrow.io specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's and Tomorrow.io's assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.





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No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                 Description
2.1*+           Agreement and Plan of Merger, dated as of December 7, 2021, by and
              among The Tomorrow Companies Inc., Pine Technology Acquisition Corp. and
              Pine Technology Merger Corp.
10.1+           Form of PIPE Subscription Agreement, dated as of December 7, 2021.
10.2+           Form of Pine Technology Acquisition Corp. Support Agreement, dated as
              of December 7, 2021.
10.3*+          Form of The Tomorrow Companies Inc. Support Agreements, dated as of
              December 7, 2021.
10.4            Form of Registration Rights Agreement.
10.5+           Form of Lock-Up Agreement.
10.6            Promissory Note, dated as of December 6, 2021, by and between Pine
              Technology Acquisition Corp. and Pine Technology Sponsor LLC.
99.1            Joint Press release, dated December 7, 2021.
99.2            Investor Presentation.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). The Company agrees to furnish

supplementally a copy of all omitted exhibits and schedules to the SEC upon its

request.

+ Certain portions of this exhibit (indicated by "####") have been redacted

pursuant to Regulation S-K, Item 601(a)(6).






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