UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2021
PINE ISLAND ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39707 | 85-2640308 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 2455 E. Sunrise Blvd. Suite 1205 Fort Lauderdale, FL |
33304 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (954) 526-4865
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications 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-commencement 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 redeemable warrant | PIPP.U | New York Stock Exchange LLC | ||
| Shares of Class A common stock included as part of the units | PIPP | New York Stock Exchange LLC | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | PIPP WS | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard.
On May 25, 2021, Pine Island Acquisition Corp. (the “Company”) received a non-compliance notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual relating to the Company’s delay in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) as it seeks to comply with recently issued guidance by the Securities and Exchange Commission (“SEC”) related to the accounting treatment of warrants. This notice from NYSE has no effect on the listing of the Company’s securities on the NYSE. Given the scope of the valuation process for calculating the fair value of the Warrant liabilities in accordance with the SEC Staff Statement described below, the Company is not in a position to file the Q1 2021 Form 10-Q until after the completion of this process. The Company continues to work diligently to complete the Q1 2021 Form 10-Q as soon as possible.
On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”), which clarified guidance for all SPACs regarding the accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the SEC Staff Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. The Company concluded that, based on the SEC Staff Statement, its warrants should be classified as liabilities measured at fair value, with subsequent changes in fair value recorded in the Company’s Statement of Operations each reporting period.
The NYSE informed the Company that, under NYSE rules, the Company will have six months from May 25, 2021 to file the Q1 2021 Form 10-Q with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Q1 2021 Form 10-Q. If the Company does not file the Q1 2021 Form 10-Q before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances.
On May 28, 2021, the Company issued a press release regarding receipt of the notice from the NYSE. The press release is attached hereto as Exhibit 99.1.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, as amended. Certain of such forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks” or other similar expressions. Such forward-looking statements may include, but are not limited to, statements regarding the Company’s intent to restate certain historical financial statements and the timing and impact of such restatement. Such forward-looking statements are based on current expectations as of the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release, dated May 28, 2021. |
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.
Dated: May 28, 2021
| PINE ISLAND ACQUISITION CORP | ||
| By: | /s/ Philip A. Cooper | |
| Name: | Philip A. Cooper | |
| Title: | Chief Executive Officer and President | |
Exhibit 99.1
Pine Island Acquisition Corp. Announces Receipt of Continued Listing Notice from NYSE Relating to the Impact of Recent SEC Guidance on Accounting for Warrants
Fort Lauderdale, Florida, May 28, 2021 — Pine Island Acquisition Corp. (the “Company”) announced today that it received a non-compliance notice from the New York Stock Exchange (the “NYSE”) relating to the Company’s delay in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 as it seeks to comply with recently issued guidance by the Securities and Exchange Commission (“SEC”) related to the accounting treatment of warrants. This notice from NYSE has no effect on the listing of Company’s securities on the NYSE. Given the scope of the valuation process for calculating the fair value of the Warrant liabilities described below in accordance with the SEC Staff Statement, the Company is not in a position to file the Q1 2021 Form 10-Q until after the completion of this process. The Company continues to work diligently to complete the Q1 2021 Form 10-Q as soon as possible.
On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (“SPACs”) (the “SEC Staff Statement”), which clarified guidance for all SPACs regarding the accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the SEC Staff Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. The Company concluded that, based on the SEC Staff Statement, its warrants should be classified as liabilities measured at fair value, with subsequent changes in fair value recorded in the Company’s Statement of Operations each reporting period.
The NYSE informed the Company that, under NYSE rules, the Company will have six months from May 25, 2021 to file the Q1 2021 Form 10-Q with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Q1 2021 Form 10-Q. If the Company does not file the Q1 2021 Form 10-Q before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC, and subsequent reports filed with the SEC, as amended from time to time. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
ir@pineislandac.com