The Tomorrow Companies Inc. (Tomorrow.io) entered into a definitive merger agreement to acquire Pine Technology Acquisition Corp. (NasdaqCM:PTOC) from Pine Technology Sponsor LLC and others for approximately $680 million in a reverse merger transaction on December 7, 2021. Pine Technology Acquisition Corp. has agreed to acquire all the outstanding equity interests of Tomorrow.io in exchange for 70 million shares of Pine Technology Acquisition Corp's Class A common stock. The transaction will provide up to $420 million of gross proceeds, including $75 million through a fully committed private investment in public equity deal (PIPE) at $10 per share. The PIPE includes commitments from funds managed by Koch Strategic Platforms; National Grid Partners; JetBlue Technology Ventures; SB Energy Corp., SoftBank Group's Japanese wholly owned subsidiary; and Pine Technology's sponsor, Pine Technology Sponsor LLC. Going forward, you will continue to experience the same exceptional service you have come to expect from Tomorrow.io. You will continue to work with the same great team of Tomorrow.io employees.

The transaction is subject to approval by stockholders of The Tomorrow Companies Inc. and Pine Technology, effectiveness of the registration statement, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval by Committee on Foreign Investment in the United States, receipt of approval for listing on the Nasdaq of the shares of PTAC Class A Common Stock to be issued in connection with the transaction, Pine Technology Acquisition has at least $5 million of net tangible assets upon closing, aggregate transaction proceeds for the avoidance of doubt, is calculated net of transaction expenses, shall be equal to or greater than $150 million and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction has been approved by the Boards of Directors of Tomorrow.io and Pine Technology. The transaction is expected to close in the first half of 2022.

David Travin of PJT Partners is acting as sole financial advisor, and William J. Schnoor and Paul R. Rosie of Goodwin Procter LLP is acting as legal counsel to Tomorrow.io. Moelis & Company LLC is acting as sole financial advisor to Pine Technology. Adam M. Givertz of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to Pine Technology. Cantor Fitzgerald & Co. and Odeon Capital Group are serving as capital markets advisors to Pine Technology. Houlihan Lokey, Inc. and Richards, Layton & Finger P.A. are advising the Board of Directors of Pine Technology. Aaron Dixon of Alston & Bird LLP acted as Counsel to financial advisor Houlihan Lokey, Inc. Continental Stock Transfer & Trust Company acted as the transfer agent for Pine Technology. Moelis & Company LLC and PJT Partners are acting as joint placement agents with respect to the private placement. Sullivan & Cromwell LLP is acting as placement agent counsel.

The Tomorrow Companies Inc. (Tomorrow.io) cancelled the acquisition of Pine Technology Acquisition Corp. (NasdaqCM:PTOC) from Pine Technology Sponsor LLC and others in a reverse merger transaction on March 6, 2022. Parties entered into a Termination of Agreement and Plan of Merger (the “Termination Agreement”) pursuant to which, due to market conditions, the parties agreed to terminate the Merger Agreement. Pursuant to the Termination Agreement, Tomorrow.io will pay to Pine Technology Acquisition Corp. $1.5 million. As a result of the Termination Agreement, the Merger Agreement is of no further force and effect, and certain agreements entered into in connection with the Merger Agreement will either be terminated or no longer be effective, as applicable, in accordance with their respective terms.