Pine Technology Acquisition : Current Report - Form 8-K

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)

[phone]

(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 NasdaqStock Market LLC
Shares of Class A common stock		PTOC		The NasdaqStock Market LLC
Warrants included as part of the units		PTOCW		The NasdaqStock 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)

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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: March 9, 2023	By:	/s/ Ciro M. DeFalco
		Name:	Ciro M. DeFalco
		Title:	Chief Financial Officer

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