S-4

Large accelerated filer

Accelerated filer

Non-accelerated

Smaller reporting company

Emerging growth company

S-4 1 d217934ds4.htm S-4 S-4

As filed with the U.S. Securities and Exchange Commission on December 17, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pine Technology Acquisition Corp.

(Exact name of registrant as specified in its charter)


Delaware	6770	86-1328728
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

260 Lena Drive

Aurora, Ohio 44202

Telephone: 212-402-8216

Christopher Longo

260 Lena Drive

Aurora, Ohio 44202

Telephone: 212-402-8216

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Adam M. Givertz

Ian M. Hazlett
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000

William J. Schnoor
Paul R. Rosie
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:


Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)		☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)		☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Maximum Offering Price Per Security (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Class A Common Stock, par value $0.0001	73,500,000	N/A	$3,025.22	$0.28

(1)

Based on the maximum number of shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), of the registrant issuable upon a business combination (the “Business Combination”) involving Pine Technology Acquisition Corp. (“PTAC”) and The Tomorrow Companies Inc. (“Tomorrow.io”). This number is based on 73,500,000, the maximum number of shares of Class A Common Stock of PTAC that are expected to be issued pursuant to the Business Combination.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”), based upon an amount equal to one-third of the aggregate par value of the Tomorrow.io securities to be exchanged in the Business Combination as of immediately prior to the Business Combination. Tomorrow.io is a private company, no market exists for its securities and Tomorrow.io has an accumulated capital deficit.

(3)	Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0000927.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED DECEMBER 16, 2021

Pine Technology Acquisition Corp. 260 Lena Drive

Aurora, Ohio 44202

To the Stockholders of Pine Technology Acquisition Corp.:

On behalf of the board of directors (the “Board”) of Pine Technology Acquisition Corp. (“PTAC”), we are pleased to enclose the proxy statement/prospectus relating to the proposed merger of Pine Technology Merger Corp., a Delaware corporation and a wholly-owned subsidiary of PTAC (“Merger Sub”), with and into The Tomorrow Companies Inc., a Delaware corporation (“Tomorrow.io”), with Tomorrow.io surviving the merger as a wholly-owned subsidiary of PTAC, pursuant to the terms of a merger agreement, dated December 7, 2021, among PTAC, Merger Sub and Tomorrow.io (as it may be amended from time to time, the “Merger Agreement” and such merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the Business Combination, PTAC will be renamed “The Tomorrow Companies Inc.” (the “Combined Entity”). A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

In connection with the Business Combination and the other matters described herein, you are cordially invited to attend the special meeting of stockholders in lieu of the 2022 annual meeting of stockholders of PTAC (the “Special Meeting”). The Special Meeting will be held on , 2022, at a.m., Eastern time, via a virtual meeting. In light of the novel coronavirus (“COVID-19”) pandemic and to support the well-being of PTAC stockholders, directors and management, the Special Meeting will be completely virtual. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting

. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. PTAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.

At the Special Meeting, PTAC stockholders will be asked to consider and vote upon the following proposals (the “Proposals”):

(1) to (a) adopt and approve the Merger Agreement and (b) approve the Business Combination (the “Business Combination Proposal”);

(2) to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (each, a “Nasdaq Listing Rule”), (a) the issuance of up to 73,500,000 newly issued shares of PTAC Class A Common Stock, par value $0.0001 per share (the “PTAC Class A Common Stock”), in the Business Combination, as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration”, (b) the issuance of up to 3,000,000 newly issued shares of PTAC Class A Common Stock upon vesting of PTAC restricted stock units granted to employees of Tomorrow.io and its subsidiaries as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration” and (c) the issuance and sale of 7,500,000 newly issued shares of PTAC Class A Common Stock in a private placement concurrent with the Business Combination (the “PIPE Investment”) to the extent such issuances would require a stockholder vote under the applicable Nasdaq Listing Rules (the “Nasdaq Stock Issuance Proposal”);

(3) to approve, assuming the Business Combination Proposal is approved and adopted, a proposed amended and restated certificate of incorporation (the “Proposed Charter”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex B, which will amend and restate PTAC’s amended and restated certificate of incorporation, dated March 10, 2021 (the “Current Charter”), and which Proposed Charter will be in effect upon the closing of the Business Combination (the “Closing”) (the “Charter Amendment Proposal”) and to approve the following material differences between the Proposed

Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) as separate sub-proposals:

(a) to provide that any amendment to Article VII of the Proposed Charter will require the approval by affirmative vote of holders of at least 66²⁄₃% of the voting power of the Combined Entity’s then outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class (“Governance Proposal A”);

(b) to provide that any amendment to the Combined Entity’s Bylaws in the absence of the Board’s recommendation will require the approval by affirmative vote of holders of at least 66²⁄₃% of the voting power of the Combined Entity’s then outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class (“Governance Proposal B”);

(c) to provide that the Combined Entity be subject to Section 203 of the Delaware General Corporation Law, as amended (the “DGCL”), which prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (each as defined in the DGCL) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions (“Governance Proposal C”);

(d) to provide that directors may only be removed (i) with cause and (ii) only by the affirmative vote of stockholders holding at least 66²⁄₃% of the Combined Entity’s then outstanding shares of capital stock entitled to vote generally at an election of directors (“Governance Proposal D”, and collectively with Governance Proposal A, Governance Proposal B and Governance Proposal C, the “Governance Proposals”);

(4) to approve, assuming the Business Combination Proposal is approved and adopted, The Tomorrow Companies Inc. 2022 Stock Option and Incentive Plan (the “Equity Incentive Plan”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex D, which will become effective upon the Closing of the Business Combination (the “Incentive Plan Proposal”);

(5) to approve, assuming the Business Combination Proposal is approved and adopted, The Tomorrow Companies Inc. 2022 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex E, which will become effective upon the Closing of the Business Combination (the “ESPP Proposal”);

(6) to approve, assuming the Business Combination Proposal is approved and adopted, the election of , , , , , and as directors of PTAC (the “Election of Directors Proposal”);

(7) to approve, assuming the Business Combination Proposal is approved and adopted, the adoption of the amended and restated bylaws of PTAC (the “Amended Bylaws”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex C, which will become effective immediately prior to the Closing (the “Bylaws Proposal”); and

(8) to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, or the Bylaws Proposal, or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

The Merger Agreement provides for the merger of Merger Sub with and into Tomorrow.io, with Tomorrow.io continuing as the surviving entity. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”):

issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of shares of PTAC Class A Common Stock equal to the Conversion Ratio (as defined in the Merger Agreement) or the Series X Conversion Ratio (as defined in the Merger Agreement), as applicable;

(ii) each option exercisable for Tomorrow.io Stock that is outstanding immediately prior to the Effective Time shall be assumed and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to exercise price and number of shares of PTAC Class A Common Stock issuable upon exercise; and

(iii) each holder of warrants exercisable for Tomorrow.io Stock has agreed to exercise their warrants prior to Closing via a cashless exercise and consequently, each warrant exercisable for Tomorrow.io Stock that is outstanding immediately prior to the Effective Time will no longer be outstanding and each person who previously held warrants exercisable for Tomorrow.io Stock will cease to have any rights with respect to such warrants.

Within the 30-day period following Closing, PTAC has agreed to grant 3,000,000 restricted stock units under the Equity Incentive Plan, with each restricted stock unit providing the holder thereof the opportunity to be issued one share of PTAC Class A Common Stock, to certain employees of Tomorrow.io and its subsidiaries.

In connection with the PIPE Investment, PTAC entered into Subscription Agreements (the “PIPE Subscription Agreements”) with Pine Technology Sponsor LLC (the “Sponsor”) and certain other investors (the “Other PIPE Investors,” and together with Sponsor, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and PTAC has agreed to issue and sell to the PIPE Investors 7,500,000 newly issued shares of PTAC Class A Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $75,000,000.

Following the Closing of the Business Combination and assuming no holders of PTAC Class A Common Stock issued as part of the units (the “Units”) sold in PTAC’s initial public offering (the “PTAC IPO,” and such shares of PTAC Class A Common Stock, the “Public Shares”) elect to redeem their shares and that there are no exercises of any warrants outstanding as of immediately prior to the Closing exercisable for PTAC Common Stock, Sponsor (after giving effect to its participation in the PIPE Investment), holders of Public Shares (the “Public Stockholders”), the Other PIPE Investors and holders of Tomorrow.io Stock (the “Tomorrow.io Equityholders”) will own approximately 9.4%, 28.6%, 4% and 58% of the outstanding common stock of the Combined Entity, respectively. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement.

The Charter Amendment Proposal and each of the Governance Proposals will be approved and adopted in its entirety only if holders of (i) a majority of the issued and outstanding shares of PTAC Class A Common Stock and PTAC Class B Common Stock (collectively, “PTAC Common Stock”) as of the record date (the “Record Date”) for the Special Meeting, voting together as a single class, and (ii) a majority of the outstanding shares of PTAC Class A Common Stock, voting separately as a single series, vote “FOR” the Charter Amendment Proposal and each of the Governance Proposals, respectively. Each of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Bylaws Proposal and the Adjournment Proposal will be approved and adopted in its entirety only if the holders of a majority of the shares of PTAC Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” such Proposal. The Election of Directors Proposal will be approved and adopted in its entirety only if a plurality of the issued and outstanding shares of PTAC Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” the Election of Directors Proposal. If the Business Combination Proposal is not approved, then the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors

iii

Proposal and the Bylaws Proposal will not be presented to the PTAC stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are all preconditions to the Closing.

Pursuant to the Current Charter, PTAC is providing its Public Stockholders with the opportunity to redeem, upon the Closing, the Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less any amounts withdrawn to pay taxes) of the PTAC IPO and a concurrent private placement of warrants to Sponsor. For illustrative purposes, based on funds in the Trust Account of approximately $345.1 million on September 30, 2021, the estimated per-share redemption price would have been approximately $10.00. Public Stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the shares of PTAC Class A Common Stock issued as part of the Units. Holders of PTAC’s outstanding warrants sold in the PTAC IPO, which are exercisable for shares of PTAC Class A Common Stock under certain circumstances (the “Public Warrants”), do not have redemption rights in connection with the Business Combination. The Sponsor has agreed to waive its redemption rights with respect to any shares of PTAC Common Stock it holds in connection with the Closing, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor has agreed to vote any shares of PTAC Common Stock owned by it in favor of the Business Combination Proposal, which represents approximately 20.0% of the voting power of PTAC.

PTAC’s Units, PTAC Class A Common Stock and Public Warrants are currently listed on the Nasdaq Capital Market, under the symbols “PTOCU,” “PTOC” and “PTOCW,” respectively. PTAC has applied to continue the listing of PTAC Class A Common Stock and Public Warrants on the Nasdaq Capital Market under the symbols “TMW” and “TMWW,” respectively, upon the Closing. At the Closing, each PTAC’s Unit will separate into its components consisting of one share of PTAC Class A Common Stock and one third of one Public Warrant and, as a result, PTOCU will no longer trade as a separate security. Following the Closing, PTAC intends to change its name to “The Tomorrow Companies Inc.”

PTAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to PTAC stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, PTAC urges you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section titled “Risk Factors” beginning on page 47 of this proxy statement/prospectus.

After careful consideration, the Board has unanimously approved and adopted the Merger Agreement and the transactions contemplated therein and has determined that each of the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, the Bylaws Proposal and the Adjournment Proposal is in the best interests of PTAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those Proposals. When you consider the Board’s recommendation of these Proposals, you should keep in mind that the directors and officers of PTAC have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Business Combination Proposal — Interests of PTAC’s Directors and Officers and Others in the Business Combination.”

Each redemption of Public Shares by PTAC Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $345.1 million as of September 30, 2021. PTAC will not redeem Public Shares in an amount that would cause it to have net tangible assets of less than $5,000,001.

Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special Meeting virtually, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are approved at the Special Meeting. Approval of the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are conditioned on the approval of the Business Combination Proposal and satisfaction of other closing conditions. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT PTAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PTAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY TO THE TRANSFER AGENT USING DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of PTAC’s Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.


		Sincerely,


		Christopher Longo
		Chief Executive Officer and Director
		Pine Technology Acquisition Corp.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated , 2022 and is first being mailed to the stockholders of PTAC on or about , 2022.

Pine Technology Acquisition Corp.

260 Lena Drive

Aurora, Ohio 44202

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS IN LIEU OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS OF PINE TECHNOLOGY ACQUISITION CORP.

To Be Held On , 2022

To the Stockholders of Pine Technology Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders in lieu of the 2022 annual meeting of stockholders (the “Special Meeting”) of Pine Technology Acquisition Corp., a Delaware corporation (“PTAC,” “we,” “our” or “us”), will be held on , 2022, at a.m., Eastern time, via live webcast at the following address: . You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. PTAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting for the following purposes (the “Proposals”):

1. to (a) adopt and approve the Merger Agreement, dated as of December 7, 2021 (the “Merger Agreement”), among PTAC, Pine Technology Merger Corp., a Delaware corporation and a wholly-owned subsidiary of PTAC (“Merger Sub”) and The Tomorrow Companies Inc., a Delaware corporation (“Tomorrow.io”), pursuant to which Merger Sub will merge with and into Tomorrow.io, with Tomorrow.io surviving the merger as a wholly-owned subsidiary of PTAC and (b) approve such merger and the other transactions contemplated by the Merger Agreement (the “Business Combination”). In connection with the Business Combination, PTAC will be renamed “The Tomorrow Companies Inc.” (the “Combined Entity”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”):

(i) all shares of Tomorrow.io’s Series Seed Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series X Preferred Stock (if any) and Common Stock (collectively, “Tomorrow.io Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of shares of PTAC Class A Common Stock, par value $0.0001 per share (the “PTAC Class A Common Stock”), equal to the Conversion Ratio (as defined in the Merger Agreement) or the Series X Conversion Ratio (as defined in the Merger Agreement), as applicable;

(iii) each holder of warrants exercisable for Tomorrow.io Stock has agreed to exercise their warrants prior to the closing of the Business Combination (the “Closing”) via a cashless exercise and consequently, each warrant exercisable for Tomorrow.io Stock that is outstanding immediately prior to the Effective Time will no longer be outstanding and each person who previously held warrants exercisable for Tomorrow.io Stock will cease to have any rights with respect to such warrants.

Within the 30-day period following Closing, PTAC has agreed to grant 3,000,000 restricted stock units under the Equity Incentive Plan (as defined below), with each restricted stock unit providing the holder thereof the opportunity to be issued one share of PTAC Class A Common Stock, to certain employees of Tomorrow.io and its subsidiaries.

We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

2. to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (each, a “Nasdaq Listing Rule”), (a) the issuance of up to 73,500,000 newly issued shares of PTAC Class A Common Stock in the Business Combination, as described in more detail in the accompanying proxy statement/prospectus under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration,” (b) the issuance of up to 3,000,000 newly issued shares of PTAC Class A Common Stock upon vesting of PTAC restricted stock units granted to certain employees of Tomorrow.io and its subsidiaries as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration” and (c) the issuance and sale of 7,500,000 newly issued shares of PTAC Class A Common Stock in a private placement concurrent with the Business Combination (the “PIPE Investment”), to the extent such issuances would require a stockholder vote under the applicable Nasdaq Listing Rule (the “Nasdaq Stock Issuance Proposal”);

3. to approve, assuming the Business Combination Proposal is approved and adopted, a proposed amended and restated certificate of incorporation (the “Proposed Charter”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex B, which will amend and restate PTAC’s amended and restated certificate of incorporation, dated March 10, 2021 (the “Current Charter”), and which Proposed Charter will be in effect upon Closing (the “Charter Amendment Proposal”) and to approve the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) as separate sub-proposals:

4. to approve, assuming the Business Combination Proposal is approved and adopted, The Tomorrow Companies Inc. 2022 Stock Option and Incentive Plan (the “Equity Incentive Plan”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex D, which will become effective upon the Closing of the Business Combination (the “Incentive Plan Proposal”);

5. to approve, assuming the Business Combination Proposal is approved and adopted, The Tomorrow Companies Inc. 2022 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex E, which will become effective upon the Closing of the Business Combination (the “ESPP Proposal”);

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6. to approve, assuming the Business Combination Proposal is approved and adopted, the election of , , , , , and as directors of PTAC (the “Election of Directors Proposal”);

7. to approve, assuming the Business Combination Proposal is approved and adopted, the adoption of the amended and restated bylaws of PTAC (the “Amended Bylaws”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex C, which will become effective immediately prior to the Closing (the “Bylaws Proposal”); and

8. to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, or the Bylaws Proposal, or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

Only holders of record of PTAC Common Stock (as defined below) at the close of business on , 2022 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of PTAC stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of PTAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Current Charter, PTAC is providing holders of shares of PTAC Class A Common Stock issued as part of the units (the “Public Stockholders”) sold in PTAC’s initial public offering (the “PTAC IPO” and such shares, the “Public Shares”) with the opportunity to redeem, upon the Closing, the Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less any amounts withdrawn to pay taxes) of the PTAC IPO and a concurrent private placement of warrants to Sponsor (the “Private Placement Warrants”). For illustrative purposes, based on funds in the Trust Account of approximately $345.1 million on September 30, 2021, the estimated per share redemption price would have been approximately $10.00. Public Stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the shares of PTAC Class A Common Stock issued as part of the units sold in the PTAC IPO. Holders of PTAC’s outstanding warrants sold in the PTAC IPO, which are exercisable for shares of PTAC Class A Common Stock under certain circumstances (the “Public Warrants” and, together with the Private Placement Warrants, the “PTAC Warrants”), do not have redemption rights in connection with the Business Combination. The Sponsor has agreed to waive its redemption rights with respect to any shares of PTAC Common Stock it holds in connection with the Closing, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor has agreed to vote any shares of PTAC Common Stock owned by it in favor of the Business Combination Proposal, which represents approximately 20.0% of the voting power of PTAC.

viii

cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” such Proposal. The Election of Directors Proposal will be approved and adopted in its entirety only if a plurality of the issued and outstanding shares of PTAC Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” the Election of Directors Proposal. If the Business Combination Proposal is not approved, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal will not be presented to the PTAC stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are preconditions to the Closing.

As of September 30, 2021, there was approximately $345.1 million in the Trust Account. Each redemption of Public Shares by Public Stockholders will decrease the amount in the Trust Account. PTAC will not redeem Public Shares in an amount that would cause it to have net tangible assets of less than $5,000,001.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (212) 402-8216.

, 2022


		By Order of the Board of Directors


		Christopher Longo
		Chief Executive Officer and Director

TABLE OF CONTENTS


ABOUT THIS PROXY STATEMENT/PROSPECTUS			1
TRADEMARKS			2
MARKET AND INDUSTRY DATA			2
FREQUENTLY USED TERMS			3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			6
QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF PTAC			8
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			22
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA OF TOMORROW.IO			38
SUMMARY FINANCIAL AND OTHER DATA OF PTAC			40
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			41
COMPARATIVE SHARE INFORMATION			43
RISK FACTORS			47
SPECIAL MEETING OF PTAC STOCKHOLDERS IN LIEU OF THE 2022 ANNUAL MEETING OF PTAC STOCKHOLDERS			89
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			95
THE BUSINESS COMBINATION PROPOSAL			108
THE NASDAQ STOCK ISSUANCE PROPOSAL			151
THE CHARTER AMENDMENT PROPOSAL			153
THE INCENTIVE PLAN PROPOSAL			158
THE ESPP PROPOSAL			164
THE ELECTION OF DIRECTORS PROPOSAL			168
THE BYLAWS PROPOSAL			169
THE ADJOURNMENT PROPOSAL			170
INFORMATION ABOUT PTAC			171
EXECUTIVE OFFICERS AND DIRECTORS OF PTAC			174
SELECTED FINANCIAL AND OTHER DATA OF PTAC			178
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PTAC			179
INFORMATION ABOUT TOMORROW.IO			185
EXECUTIVE COMPENSATION OF TOMORROW.IO			203
MANAGEMENT AFTER THE BUSINESS COMBINATION			209
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TOMORROW.IO			215
DESCRIPTION OF SECURITIES AFTER THE BUSINESS COMBINATION			232
SHARES ELIGIBLE FOR FUTURE SALE			241
COMPARISON OF STOCKHOLDER RIGHTS			243
TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY			252
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			253
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			256
ADDITIONAL INFORMATION			263
WHERE YOU CAN FIND MORE INFORMATION			265
INDEX TO FINANCIAL STATEMENTS			F-1


ANNEX A		Merger Agreement
ANNEX B		Form of Amended and Restated Certificate of Incorporation of the Combined Entity
ANNEX C		Form of Amended and Restated Bylaws of the Combined Entity
ANNEX D		The Tomorrow Companies Inc. 2022 Stock Option and Incentive Plan
ANNEX E		The Tomorrow Companies Inc. 2022 Employee Stock Purchase Plan
ANNEX F		Opinion of Houlihan Lokey

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by PTAC (File No. 333- ) (the “Registration Statement”), constitutes a prospectus of PTAC under Section 5 of the Securities Act, with respect to the shares of PTAC Class A Common Stock to be issued to Tomorrow.io Equityholders if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting in lieu of the 2022 annual meeting of PTAC stockholders at which PTAC stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to PTAC stockholders nor the issuance by PTAC of PTAC Class A Common Stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding PTAC has been provided by PTAC and information contained in this proxy statement/prospectus regarding Tomorrow.io has been provided by Tomorrow.io.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such Jurisdiction.

PTAC files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read PTAC’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

This proxy statement/prospectus incorporates by reference important business and financial information about PTAC that is not included in or delivered with the document. This information is available without charge to stockholders upon written or oral request. If you would like additional copies of this proxy statement/prospectus or the documents incorporated by reference herein or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact us by telephone or in writing:

260 Lena Drive

Aurora, Ohio 44202

Telephone: 212-402-8216

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor at:

Individuals call toll-free:

Banks and brokers call :

Email:

If you are a stockholder of PTAC and would like to request documents, please do so by , 2022 to receive them before the PTAC special meeting of stockholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information in this proxy statement/prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research.

Our estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on such data and our knowledge of our industry, which we believe to be reasonable. We have not had this information verified by any independent sources. The independent industry publications used in this proxy statement/prospectus were not prepared on our behalf. While we are not aware of any misstatements regarding any information presented in this proxy statement/prospectus, forecasts, assumptions, expectations, beliefs, estimates and projects involve risk and uncertainties and are subject to change based on various factors, including those described under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

FREQUENTLY USED TERMS

“Aggregate Closing Consideration Shares” means the aggregate of the Closing Payment Shares and

up to an aggregate of 3,500,000 shares of PTAC Class A Common Stock that will be issued in respect of shares of

Tomorrow.io Series X Preferred Stock (if any), in each case, issued and outstanding immediately prior to the Effective Time.

“Amended Bylaws” means the amended and restated bylaws of PTAC, a copy of which is appended to the accompanying proxy statement/prospectus as Annex C.

“Board” means PTAC’s board of directors.

“Business Combination” means the Merger and the other transactions contemplated by the Merger Agreement.

“CFIUS” means the Committee on Foreign Investment in the United States.

“Closing” means the closing of the Business Combination.

“Closing Parent RSU Grants” means the grant of 3,000,000 restricted stock units under the Equity Incentive Plan, with each restricted stock unit providing the holder thereof the opportunity to be issued one share of PTAC Class A Common Stock, to certain employees of Tomorrow.io and its subsidiaries within the 30-day period following the Closing.

“Closing Payment Shares” means an aggregate of 70,000,000 shares of PTAC Class A Common Stock that will be issued (or reserved for issuance upon the exercise of options) in respect of shares of Tomorrow.io Stock and options to purchase shares of Tomorrow.io Stock issued and outstanding immediately prior to the Effective Time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” means PTAC following the Business Combination, which will be renamed “The Tomorrow Companies Inc.”

“CST” means Continental Stock Transfer & Trust Company, the transfer agent of the PTAC Common Stock and the warrant agent for the PTAC Warrants.

“Current Bylaws” means PTAC’s current Bylaws.

“Current Charter” means PTAC’s amended and restated certificate of incorporation, dated March 10, 2021.

“Effective Time” means the effective time of the Business Combination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder Shares” means the PTAC Class B Common Stock.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Merger” means the merger of Merger Sub with and into Tomorrow.io, with Tomorrow.io surviving as a wholly-owned subsidiary of PTAC.

“Merger Agreement” means the merger agreement, dated December 7, 2021, among PTAC, Merger Sub and Tomorrow.io (as it may be amended from time to time).

“Merger Sub” means Pine Technology Merger Corp., a Delaware corporation and a wholly-owned subsidiary of PTAC.

“Note” means the unsecured promissory note in the principal amount of $350,000 issued by PTAC to the Sponsor.

“Other PIPE Investors” means PIPE Investors other than Sponsor.

“PIPE Investment” means the issuance and sale of 7,500,000 newly issued shares of PTAC Class A Common Stock in a private placement concurrent with the Business Combination.

“PIPE Investors” means those certain investors participating in the PIPE Investment pursuant to the PIPE Subscription Agreements.

“PIPE Subscription Agreements” means the Subscription Agreements entered into between PTAC and the PIPE Investors on December 7, 2021.

“Private Placement Warrants” means PTAC’s outstanding warrants sold in a private placement to Sponsor concurrently with the PTAC IPO and which are exercisable for shares of PTAC Class A Common Stock.

“Proposed Charter” means the proposed amended and restated certificate of incorporation of PTAC to be effective on Closing, a copy of which is appended to the accompanying proxy statement/prospectus as Annex B.

“PTAC” means Pine Technology Acquisition Corp., a Delaware corporation.

“PTAC Class A Common Stock” means PTAC’s Class A common stock, par value $0.0001 per share.

“PTAC Class B Common Stock” means PTAC’s Class B common stock, par value $0.0001 per share.

“PTAC Common Stock” means, collectively, the PTAC Class A Common Stock and the PTAC Class B Common Stock.

“PTAC IPO” means PTAC’s initial public offering of 34,500,000 Units, consummated on March 15, 2021.

“PTAC Warrants” means the Public Warrants and the Private Placement Warrants.

“Public Shares” means shares of PTAC Class A Common Stock sold in the PTAC IPO.

“Public Stockholders” means holders of Public Shares.

“Public Warrants” means PTAC’s outstanding warrants sold in the PTAC IPO, which are exercisable for shares of PTAC Class A Common Stock.

“Record Date” means , 2022.

“Restricted Securities” means (i) with respect to Sponsor or its transferees, the shares of PTAC Class A Common Stock received by Sponsor at the Closing upon the automatic conversion of the shares of PTAC Class B Common Stock held by Sponsor or its transferees, and (ii) with respect to the stockholders of Tomorrow.io, (a) any shares of PTAC Common Stock held by such stockholders immediately after the Effective

Time, (b) any shares of PTAC 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 PTAC Common Stock held by such stockholders immediately after the Effective Time. Shares of PTAC 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 Amended Bylaws.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means Pine Technology Sponsor LLC, a Delaware limited liability company.

“Trust Account” means the trust account that holds the proceeds (including interest but less any amounts withdrawn to pay taxes) of the PTAC IPO and a concurrent private placement of Private Placement Warrants to Sponsor.

“Units” means the 34,500,000 units sold in the PTAC IPO, each unit comprised of one share of PTAC Class A Common Stock and one-third of one Public Warrant.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide PTAC’s and Tomorrow.io’s current expectations or forecasts of future events. Forward-looking statements include statements about PTAC’s and Tomorrow.io’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements relating to PTAC or Tomorrow.io in this proxy statement/prospectus include, but are not limited to, statements about:

•

the ability of PTAC and Tomorrow.io to complete the Business Combination or, if PTAC does not consummate such Business Combination, any other initial business combination;

•

satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things: (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of PTAC and Tomorrow.io, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), CFIUS Approval and any other required regulatory approvals, (iv) receipt of approval for listing on the Nasdaq of the shares of PTAC Class A Common Stock to be issued in connection with the Business Combination, (v) that PTAC has at least $5,000,001 of net tangible assets upon Closing, after giving effect to any redemptions of its public shares, (vi) the condition that the Aggregate Transaction Proceeds (as defined in the Merger Agreement), which, for the avoidance of doubt, is calculated net of transaction expenses, shall be equal to or greater than $150 million (the “Minimum Cash Condition”), (vii) the absence of any injunctions and (vii) the other closing conditions as set forth in the Merger Agreement;

•

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•

the projected financial information, anticipated growth rate, market opportunity and business prospect of Tomorrow.io;

•

the ability to obtain or maintain the listing of PTAC Class A Common Stock and Public Warrants on the Nasdaq following the Business Combination;

•

our public securities’ potential liquidity and trading;

•

our ability to raise financing in the future;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

•

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Combined Entity to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees;

•

the effect of uncertainties related to the global COVID-19 pandemic on Tomorrow.io’s business, results of operations, and financial condition;

•

the anticipated growth of the Combined Entity;

•

the Combined Entity’s ability to achieve and maintain profitability in the future;

•

the impact of the regulatory environment and complexities with compliance related to such environment on the Combined Entity;

•

the Combined Entity’s ability to respond to general economic, political and business conditions;

•

the Combined Entity’s ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

•

the success of the Combined Entity’s marketing efforts and its ability to expand its customer base;

•

the Combined Entity’s ability to develop new products, features and functionality that are competitive and meet market needs;

•

the ability of the Combined Entity to defend its intellectual property;

•

the ability of the Combined Entity to maintain an effective system of internal controls over financial reporting;

•

the Combined Entity’s ability to grow and manage growth profitably and retain key employees;

•

the amount of redemption requests made by PTAC’s Public Stockholders;

•

the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; and

•

other factors detailed under the section titled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that PTAC or Tomorrow.io “believes” and similar statements reflect such parties’ beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either PTAC or Tomorrow.io has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Before any PTAC stockholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the special meeting of PTAC stockholders, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect PTAC or Tomorrow.io.

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF PTAC

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders in lieu of the 2022 annual meeting of stockholders (the “Special Meeting”), including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to PTAC stockholders. PTAC urges stockholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting of PTAC stockholders, which will be held at a.m., Eastern time, on , 2022, conducted via live webcast at the following address: . To participate in the Special Meeting via live webcast, visit and enter the 12 digit control number included on your proxy card. You may register for the Special Meeting as early as , Eastern time, on , 2022. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the Special Meeting, as described in this proxy statement.

Q:	Why am I receiving this proxy statement/prospectus?

PTAC stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement, among other proposals. PTAC has entered into the Merger Agreement as a result of which Merger Sub, a wholly-owned subsidiary of PTAC, shall merge with and into Tomorrow.io with Tomorrow.io surviving such merger, and as a result of which Tomorrow.io will become a wholly-owned subsidiary of PTAC. We refer to this merger and the other transactions contemplated by the Merger Agreement, as the “Business Combination.” PTAC urges its stockholders to read the Merger Agreement in its entirety, which is attached to this proxy statement/prospectus as Annex A.

PTAC’s Units, PTAC Class A Common Stock and Public Warrants are currently listed on the Nasdaq Capital Market, under the symbols “PTOCU,” “PTOC,” and “PTOCW,” respectively. PTAC will apply to continue the listing of PTAC Class A Common Stock and Public Warrants on the Nasdaq Capital Market under the symbols “TMW” and “TMWW,” respectively, upon the Closing. At the Closing, each PTAC’s Unit will separate into its components consisting of one share of PTAC Class A Common Stock and one third of one Public Warrant and, as a result, will no longer trade as a separate security.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:	Why is PTAC proposing the Business Combination?

A:	PTAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Based on its due diligence investigations of Tomorrow.io and the industries in which it operates, including the financial and other information provided by Tomorrow.io in the course of PTAC’s due diligence investigations, PTAC’s board of directors (the “Board”) believes that the Business Combination with Tomorrow.io is in the best interests of PTAC and its stockholders.

See “The Business Combination Proposal — Board’s Reasons for Approval of the Business Combination” for a discussion of the factors considered by the Board in making its decision.

Q:	What matters will be considered at the Special Meeting?

A:	The following is a list of proposals upon which PTAC stockholders will be asked to vote at the Special Meeting:

The Business Combination Proposal — to adopt and approve the Merger Agreement and approve the Business Combination.

The Nasdaq Stock Issuance Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 73,500,000 newly issued shares of PTAC Class A Common Stock in the Business Combination, as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration,” (b) the issuance of up to 3,000,000 newly issued shares of PTAC Class A Common Stock upon vesting of PTAC restricted stock units granted to certain employees of Tomorrow.io and its subsidiaries as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration” and (c) the issuance and sale of 7,500,000 newly issued shares of PTAC Class A Common Stock in the PIPE Investment, to the extent such issuances would require a stockholder vote under the applicable Nasdaq Listing Rule.

The Charter Amendment Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter, a copy of which is appended to the accompanying proxy statement/prospectus as Annex B, which will amend and restate the Current Charter, and which Proposed Charter will be in effect upon the Closing, and to approve the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as separate sub-proposals:

(a)

to provide that any amendment to Article VII of the Proposed Charter will require the approval by affirmative vote of holders of at least 66²⁄₃% of the voting power of the Combined Entity’s then outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class;.

(b)

to provide that any amendment to the Combined Entity’s Bylaws in the absence of the Board’s recommendation will require the approval by affirmative vote of holders of at least 66²⁄₃% of the voting power of the Combined Entity’s then outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class;

(c)

to provide that the Combined Entity be subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (each as defined in the DGCL) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions; and

(d)

to provide that directors may only be removed (i) with cause and (ii) only by the affirmative vote of stockholders holding at least 66²⁄₃% of the Combined Entity’s then outstanding shares of capital stock entitled to vote generally at an election of directors.

The Incentive Plan Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the Equity Incentive Plan, a copy of which is appended to the accompanying proxy statement/prospectus as Annex D, which will become effective upon the Closing of the Business Combination.

The ESPP Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the Employee Stock Purchase Plan, a copy of which is appended to the accompanying proxy statement/prospectus as Annex E, which will become effective upon the Closing of the Business Combination.

The Election of Directors Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the election of , , , , , and as directors of PTAC.

The Bylaws Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, the adoption of the Amended Bylaws, a copy of which is appended to the accompanying proxy statement/prospectus as Annex C, which will become effective immediately prior to the Closing.

The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at

the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal or the Bylaws Proposal, or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

Q:	When and where will the Special Meeting take place?

A:	The PTAC Special Meeting will be held on , 2022, at a.m., Eastern time, via live webcast at the following address: , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:	Is my vote important?

Yes. The Business Combination will be completed only if a majority of the shares of PTAC Common Stock cast votes “FOR” the Business Combination Proposal. Only PTAC stockholders as of the close of business on , 2022, the Record Date, are entitled to vote at the Special Meeting. The Board unanimously recommends that such PTAC stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Nasdaq Stock Issuance Proposal, “FOR” the approval of the Charter Amendment Proposal, “FOR” each of the Governance Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal, “FOR” the approval of the Election of Directors Proposal, “FOR” the approval of the Bylaws Proposal and “FOR” the approval of the Adjournment Proposal, if presented.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. PTAC believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your bank, broker or other nominee to vote your shares in accordance with directions you provide.

Q:	What vote is being sought for the Proposals presented at the Special Meeting?

The Charter Amendment Proposal and each of the Governance Proposals will be approved and adopted in its entirety only if holders of (i) a majority of the issued and outstanding shares of PTAC Common Stock as of the Record Date for the Special Meeting, voting together as a single class, and (ii) a majority of the outstanding shares of PTAC Class A Common Stock, voting separately as a single series, vote “FOR” the Charter Amendment Proposal and each of the Governance Proposals, respectively. Accordingly, a PTAC stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and each of the Governance Proposals.

Each of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Bylaws Proposal and the Adjournment Proposal will be approved and adopted in its entirety only if the holders of a majority of the shares of PTAC Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” such Proposal. The Election of Directors Proposal will be approved and adopted in its entirety only if a plurality of shares of PTAC Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” the Election of Directors Proposal. A PTAC stockholder’s failure to vote by proxy

or to vote in person (which would include presence at a virtual meeting) at the Special Meeting will not be counted towards the number of shares of PTAC Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, the Bylaws Proposal or the Adjournment Proposal.

Q:	Are the Proposals conditioned on one another?

Unless the Business Combination Proposal is approved, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal will not be presented to the stockholders of PTAC at the Special Meeting. The approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are preconditions to the Closing. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If PTAC does not consummate the Business Combination and fails to complete an initial business combination by March 15, 2023, PTAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Stockholders.

Q:	What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of PTAC of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, the Bylaws Proposal, and PTAC having Aggregate Transaction Proceeds at the Closing of at least $150 million. The Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are subject to and conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is subject to and conditioned on the approval of the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q:	What will happen in the Business Combination?

At the closing of the Business Combination, Merger Sub will merge with and into Tomorrow.io, with Tomorrow.io surviving such merger as the surviving entity. Upon the Closing, Tomorrow.io will become a wholly-owned subsidiary of PTAC. In connection with the Business Combination, the cash held in the Trust Account and the proceeds from the PIPE Investment will be used to pay (i) PTAC stockholders who properly exercise their redemption rights, (ii) the underwriters their deferred underwriting commissions from the PTAC IPO, (iii) certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by PTAC or Tomorrow.io in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement, (iv) unpaid franchise and income taxes of PTAC, and (v) for general corporate purposes including, but not limited to, working capital for operations, capital expenditures and future potential acquisitions.

Q:	What equity stake will current stockholders of PTAC and Tomorrow.io Equityholders hold in the Combined Entity after the Closing?

Public Stockholders, including Other PIPE Investors, will own approximately 32.6% of the Combined Entity’s common stock), the Sponsor will own approximately 9.4% of the Combined Entity’s common stock (including as a result of its participation in the PIPE Investment) and the Tomorrow.io Equityholders will own approximately 58% of the Combined Entity’s common stock. The ownership percentage with respect to the Combined Entity’s common stock following the Business Combination does not take into account (i) the redemption of any Public Shares by PTAC’s Public Stockholders, (ii) the exercise of any PTAC Warrants outstanding as of immediately prior to the Closing, (iii) the issuance of any shares upon the Closing under the Equity Incentive Plan (including shares issuable upon exercise of options exercisable for Tomorrow.io Stock) or the Employee Stock Purchase Plan, which is intended to be adopted following the Closing or (iv) the issuance of any shares upon vesting of the Closing Parent RSU Grants. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by PTAC’s existing stockholders in the Combined Entity will be different.

See the section titled “Summary Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:	Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Yes. The Board obtained an opinion from Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), dated December 6, 2021, to the effect that, as of that date and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Closing Payment Shares to be issued by PTAC in the Business Combination pursuant to the Merger Agreement was fair, from a financial point of view, to PTAC. For a description of the opinion rendered by Houlihan Lokey to the Board, please see “The Business Combination Proposal — Opinion of PTAC’s Financial Advisor.”

Q:	Why is PTAC providing stockholders with the opportunity to vote on the Business Combination?

Under the Current Charter, PTAC must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of PTAC’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, PTAC has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, PTAC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its Public Stockholders to effectuate redemptions of their Public Shares in connection with the Closing.

Q:	Are there any arrangements to help ensure that the Combined Entity will have sufficient funds, together with the proceeds in its Trust Account, to fund the Business Combination?

Yes. On December 7, 2021, PTAC entered into Subscription Agreements (the “PIPE Subscription Agreements”) with Sponsor and certain other investors (the “Other PIPE Investors,” and the Other PIPE Investors, together with Sponsor, the “PIPE Investors”), providing for the issuance by PTAC of 7,500,000 shares of PTAC Class A Common Stock through the PIPE Investment (subject to certain conditions, including that all conditions precedent to the Closing will have been satisfied or waived, other than those conditions that are to be satisfied at the Closing) for gross proceeds to PTAC of $75,000,000.

To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. PTAC has agreed that it (or its successor) will file with the SEC a registration statement registering the resale of the shares purchased in the PIPE Investment and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of the Combined Entity.

Q:	How many votes do I have at the Special Meeting?

A:	PTAC stockholders are entitled to one vote at the Special Meeting for each share of PTAC Common Stock held as of the Record Date. As of the close of business on the Record Date, there were 43,125,000 outstanding shares of PTAC Common Stock.

Q:	May PTAC, the Sponsor or PTAC’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of PTAC’s Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of PTAC Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, PTAC’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares of PTAC Common Stock. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:	What constitutes a quorum at the Special Meeting?

Holders of a majority in voting power of PTAC Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the Record Date, 21,562,501 shares of PTAC Common Stock would be required to achieve a quorum.

Q:	How will the Sponsor, directors and officers vote?

The Sponsor, as PTAC’s initial stockholder, has agreed to vote its Founders Shares and the Sponsor and PTAC’s directors and officers have agreed to vote any Public Shares purchased during or after the PTAC IPO in favor of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor owns approximately 20.0% of the issued and outstanding shares of PTAC Common Stock, including all of PTAC’s Class B Common Stock (the “Founder Shares”), and will be able to vote all such shares at the Special Meeting. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote their Founders Shares in accordance with the majority of the votes cast by PTAC’s Public Stockholders.

Q:	What interests do PTAC’s current directors and officers have in the Business Combination?

A:	The Sponsor, members of the Board and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include, among other things:

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Affiliates of Peel Acquisition Company II, LLC, a managing member of the Sponsor, have a $5 million investment in an unaffiliated private equity fund, which unaffiliated private equity fund has an investment in Tomorrow.io. The affiliates’ investment, which represents an approximate 1% indirect equity interest in Tomorrow.io, is controlled by the unaffiliated private equity fund and Peel and its affiliates exercise no control over the private equity fund, the private equity fund’s investment in Tomorrow.io or Tomorrow.io.

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Unless PTAC consummates an initial business combination by March 15, 2023, PTAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of any amounts withdrawn to pay PTAC’s taxes and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PTAC’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to PTAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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There will be no liquidating distributions from the Trust Account with respect to the Founders Shares if PTAC fails to complete a business combination within the required period. Our Sponsor purchased the Founders Shares prior to the PTAC IPO for an aggregate purchase price of $25,000.

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Simultaneously with the closing of the PTAC IPO, PTAC consummated the sale of 5,933,333 Private Placement Warrants, with each Private Placement Warrant entitling the holder thereof to purchase one share of PTAC Class A Common Stock at an exercise price of $11.50 per share at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor. If PTAC does not consummate a business combination transaction by March 15, 2023, then the Private Placement Warrants held by the Sponsor will be worthless.

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The Sponsor and PTAC’s directors and officers will lose their entire investment in PTAC if PTAC does not complete a business combination by March 15, 2023. At least one of them may continue to serve as a director of PTAC after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the Board determines to pay to its directors.

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The Sponsor, directors and officers collectively (including entities controlled by directors and officers) have made an aggregate average investment of $1.03 per Founder Share (including their investment in the Founders Shares and Private Placement Warrants) as of the consummation of the PTAC IPO. As a result of the significantly lower investment per Founder Share of our Sponsor, directors and officers as compared with the investment per share of PTAC Common Stock of our Public Stockholders, a transaction which results in an increase in the value of the investment of our Sponsor, directors and officers may result in a decrease in the value of the investment of our Public Stockholders.

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PTAC’s initial stockholder and directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares if PTAC fails to complete a business combination by March 15, 2023.

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In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to PTAC if and to the extent any claims by a third party for services rendered or products sold to PTAC, or a prospective target business with which PTAC has entered into a letter of intent, confidentiality or other similar agreement for a business combination, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share is then held in the Trust Account due to reductions in the value of the trust assets less any amounts withdrawn to pay PTAC’s taxes. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under PTAC’s indemnity of the underwriters of the PTAC IPO against certain liabilities, including liabilities under the Securities Act.

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Following the Closing, the Sponsor would be entitled to the repayment of any working capital loans and advances that have been made to PTAC and remain outstanding. On December 6, 2021, PTAC issued an unsecured promissory note in the principal amount of $350,000 to the Sponsor (the “Note”). The Note bears interest at 0.33% per annum and is repayable in full at the earlier of (i) March 15, 2023 or (ii) the date on which PTAC consummates an initial business combination as contemplated by the Current Charter. The proceeds of the Note is expected to be used to fund expenses related to PTAC’s normal operating expenses and other transaction-related expenses. If PTAC does not complete an initial business combination within the required period, PTAC may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

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Following the Closing, PTAC will continue to indemnify PTAC’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

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Upon the Closing, subject to the terms and conditions of the Merger Agreement, the Sponsor, PTAC’s directors and officers and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by PTAC from time to time, made by the Sponsor or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination.

These interests may influence PTAC’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q:	What happens if I sell my shares of PTAC Common Stock before the Special Meeting?

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of PTAC Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon Closing. If you transfer your shares of PTAC Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:	What happens if I vote against the Business Combination Proposal?

Pursuant to the Current Charter, if the Business Combination Proposal is not approved and PTAC does not otherwise consummate an alternative business combination by March 15, 2023, PTAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the Public Stockholders.

Q:	Do I have redemption rights?

Pursuant to the Current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter. As of September 30, 2021, based on funds in the Trust Account of approximately $345.1 million, this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to PTAC’s transfer agent prior to the Special Meeting. Holders of PTAC’s outstanding warrants sold in the PTAC IPO, which are exercisable for shares of PTAC Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. See the section titled “Special Meeting of PTAC Stockholders in Lieu of the 2022 Annual Meeting of PTAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:	If I hold PTAC Warrants, can I exercise redemption rights with respect to my warrants?

A:	No. There are no redemption rights with respect to the PTAC Warrants.

Q:	Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your Public Shares “FOR” or “AGAINST” the Business Combination Proposal or any other Proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the Nasdaq Capital Market.

Q:	What happens to the PTAC Warrants I hold if I vote my shares of PTAC Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A:	Properly exercising your redemption rights as a PTAC stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will

continue to hold your PTAC Warrants, and if PTAC does not otherwise consummate an initial business combination by March 15, 2023 or obtain the approval of PTAC stockholders to extend the deadline for PTAC to consummate an initial business combination, PTAC will be required to dissolve and liquidate, and your PTAC Warrants will expire worthless.

Q:	How do I exercise my redemption rights?

In order to exercise your redemption rights, you must prior to 5:00 p.m., Eastern time, on , 2022 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that PTAC redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

In the written request to redeem your Public Share for cash to Continental Stock Transfer & Trust Company, please provide a “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of PTAC Class A Common Stock. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the shares of PTAC Class A Common Stock issued in the PTAC IPO, which is referred to as the “15% threshold” in this proxy statement/prospectus. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is PTAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, PTAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with PTAC’s consent, until the Closing. If you delivered your shares for redemption to PTAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that PTAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting PTAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of PTAC stockholders who exercise their redemption rights to receive cash in exchange for their Public Shares depend on the stockholder’s particular facts and circumstances. Such stockholder generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Public Shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The

redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent not in excess of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed Public Shares, and any remaining amount will be treated as gain realized on the sale or other disposition of Public Shares. These tax consequences are described in more detail in the section titled “The Business Combination Proposal — The Merger Agreement — Certain Material U.S. Federal Income Tax Considerations of the Redemption.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q:	Do I have dissenter rights if I object to the proposed Business Combination?

A:	No. PTAC stockholders and PTAC warrantholders are not entitled to exercise dissenters’ rights under Delaware law in connection with the Business Combination.

Q:	What happens to the funds held in the Trust Account upon Closing?

A:	If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

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PTAC stockholders who properly exercise their redemption rights;

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the underwriters of the PTAC IPO their deferred underwriting commissions;

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certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by PTAC or Tomorrow.io in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement including for the avoidance of doubt, repayment of any loans provided to PTAC by the Sponsor or its affiliates;

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unpaid franchise and income taxes of PTAC; and

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for general corporate purposes including, but not limited to, working capital for operations, capital expenditures and future potential acquisitions.

Q:	What happens if the Business Combination is not consummated?

A:	There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, PTAC is unable to complete the Business Combination or another initial business combination transaction by March 15, 2023, the Current Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of any amounts withdrawn to pay PTAC’s taxes and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PTAC’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to PTAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

PTAC expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to PTAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. The holder of Founders Shares have waived any right to any liquidating distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding PTAC Warrants. Accordingly, the PTAC Warrants will expire worthless.

Q:	When is the Business Combination expected to be completed?

The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing”; or (b) such other date as agreed to by PTAC and Tomorrow.io in writing, in each case, subject to the satisfaction or waiver of the closing conditions. The Merger Agreement may be terminated by either PTAC or Tomorrow.io if the Closing has not occurred by June 30, 2022, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing.”

Q:	What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:	How do I vote?

If you were a holder of record of PTAC Common Stock on , 2022, the Record Date, you may vote with respect to the applicable proposals online at the Special Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you choose to participate in the Special Meeting, you can vote your shares electronically during the Special Meeting via live webcast by visiting . You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. PTAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

If, on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting online. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to Continental Stock Transfer & Trust Company (“CST”) at proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the special meeting online should contact CST no later than , 2022 to obtain this information.

Q:	What will happen if I abstain from voting or fail to vote at the Special Meeting?

At the Special Meeting, PTAC will count a properly executed proxy card marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. The failure to vote, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and each of the Governance Proposals. The failure to vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on any of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, the Bylaws Proposal or the Adjournment Proposal.

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by PTAC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:	How can I attend the Special Meeting?

You may attend the Special Meeting and vote your shares online during the Special Meeting via live webcast by visiting . As a registered stockholder, you received a proxy card from CST, which contains instructions on how to attend the Special Meeting online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. If you do not have your 12-digit meeting control number, contact CST at or e-mail CST at proxy@continentalstock.com. Please note that you will not be able to physically attend the special meeting in person, but may attend the Special Meeting online by following the instructions below.

You can pre-register to attend the Special Meeting online starting , 2022. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote online during the Special Meeting. PTAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

If your shares are held in “street name,” you may attend the Special Meeting. You will need to contact CST at the number or email address above, to receive a 12-digit meeting control number and gain access to the Special Meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the Special Meeting for processing your 12-digit meeting control number.

If you do not have Internet capabilities, you can listen only to the Special Meeting by dialing (U.S. and Canada) or (outside of the U.S. and Canada), when prompted enter the pin # #. This is listen only, you will not be able to vote or enter questions during the Special Meeting.

Q:	If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:	Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

In order to exercise your redemption rights, you must properly demand redemption and deliver your shares (either physically or electronically) to our transfer agent at least two business days prior to the Special Meeting. See “— How do I exercise my redemption rights” above.

Q:	May I change my vote after I have mailed my signed proxy card?

A:	Yes. If you are a stockholder of record of PTAC Common Stock as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

•

submit a new proxy card bearing a later date;

•

give written notice of your revocation to PTAC’s Corporate Secretary, which notice must be received by PTAC’s Corporate Secretary prior to the vote at the Special Meeting; or

•

vote electronically at the Special Meeting by visiting and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who will solicit and pay the cost of soliciting proxies?

PTAC will pay the cost of soliciting proxies for the Special Meeting. PTAC has engaged , which we refer to as “ ,” to assist in the solicitation of proxies for the Special Meeting. PTAC has agreed to pay a fee of $ , plus disbursements. PTAC will reimburse for reasonable out-of-pocket expenses and will indemnify and its affiliates against certain claims, liabilities, losses, damages and expenses. PTAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of PTAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the PTAC Common Stock and in obtaining voting instructions from those owners. PTAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	Are there any risks that I should consider as a PTAC stockholder in deciding how to vote or whether to exercise my redemption rights?

A:	Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” in this proxy statement/prospectus.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, please call us at (212) 402-8216. Please visit www.pinetechnology.com for more information about the transaction and Tomorrow.io.

You may also contact our proxy solicitor at:

Individuals call toll-free:

Banks and brokers call :

Email:

To obtain timely delivery, PTAC stockholders and warrantholders must request the materials no later than five (5) business days prior to the Special Meeting.

You may also obtain additional information about PTAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to PTAC’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “— How do I exercise my redemption rights” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting of PTAC stockholders, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section titled “Business Combination Proposal — The Merger Agreement.”

Unless otherwise specified, all share calculations (i) assume no exercise of redemption rights by the Public Stockholders in connection with the Business Combination and (ii) do not include any shares issuable upon the exercise of the PTAC Warrants.

Parties to the Business Combination

PTAC

PTAC is a blank check company incorporated on December 30, 2020, as a Delaware corporation, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Upon the Closing, we intend to change our name from “Pine Technology Acquisition Corp.” to “The Tomorrow Companies Inc.”

The mailing address of our principal executive office is 260 Lena Drive, Aurora, Ohio 44202, and our phone number is (212) 402-8216.

Merger Sub

Pine Technology Merger Corp. is a Delaware corporation and wholly-owned subsidiary of PTAC, which was formed on November 22, 2021 to consummate the Business Combination. Following the Business Combination, Tomorrow.io will merge with Merger Sub with Tomorrow.io surviving the merger. As a result, Tomorrow.io will become a wholly-owned subsidiary of the Combined Entity.

Tomorrow.io

Tomorrow.io is a SaaS business, powered by deep technology and a vertically-integrated business model, focused on one of the most important challenges facing the world today: extreme weather and climate change. Tomorrow.io is proud of this unique combination, which together allows businesses, governments and individuals to automate weather-related decisions and enables climate adaptation at scale.

The mailing address of Tomorrow.io’s principal executive office is 9 Channel Center Street, 7th Floor, Boston, Massachusetts 02210, and its phone number is (800) 735-7075.

For additional information about Tomorrow.io, see the section titled “Information about Tomorrow.io.”

The Proposals

The Business Combination Proposal

PTAC and Tomorrow.io have agreed to a Business Combination under the terms of the Merger Agreement. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, Merger Sub will merge with and into Tomorrow.io, with Tomorrow.io continuing as the surviving entity and becoming a wholly-owned subsidiary of PTAC. See the section titled “The Business Combination Proposal.”

The Merger Agreement

On December 7, 2021, PTAC entered into the Merger Agreement by and among PTAC, Merger Sub and Tomorrow.io. 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 PTAC (the “Merger”). Upon the Closing, PTAC will change its name to “The Tomorrow Companies Inc.”

Under the Merger Agreement, PTAC has agreed to acquire all of the outstanding equity interests of Tomorrow.io as of the Effective Time in exchange for up to 73,500,000 shares of PTAC Class A Common Stock that will be issued (or reserved for issuance upon the exercise of options), as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration,” to be paid at the Effective Time.

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

For additional information and a summary of the terms of the Merger Agreement and the other agreements executed, or to be executed, in connection with the Business Combination, see the sections titled “The Business Combination Proposal — The Merger Agreement” and “The Business Combination Proposal — Ancillary Agreements Related to the Business Combination.”

Classified Board of Directors

The Combined Entity’s board of directors will consist of seven members upon the Closing. In accordance with the Proposed Charter to be filed, immediately after the Closing, the board of directors will be divided into three classes. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. The directors will be divided among the three classes as follows:

•

the Class I directors will be and , and their terms will expire at the annual meeting of stockholders to be held in 2023;

•

the Class II directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in 2024; and

•

the Class III directors will be and , and their terms will expire at the annual meeting of stockholders to be held in 2025.

The Combined Entity expects that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Board’s Reasons for the Business Combination

The Board, in evaluating the Business Combination, consulted with management as well as with financial, accounting, industry and legal advisors that had been retained by PTAC and the Board. In reaching its unanimous

resolution that each of the Proposals is advisable, fair to and in the best interests of PTAC and its stockholders and recommending that PTAC stockholders approve the Proposals, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The Board considered a number of factors pertaining to Tomorrow.io and the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

•

Opportunity for growth. The Board’s belief that Tomorrow.io is positioned to be a market leader in an attractive and growing industry with strong growth prospects. Tomorrow.io has made significant investments in its systems and personnel and the Board believes that as Tomorrow.io’s business further scales, this infrastructure may be further leveraged to significantly increase revenue.

•

Large addressable market. Tomorrow.io competes in a total addressable market estimated at approximately $38.9 billion and the Board’s belief that Tomorrow.io’s technology has the potential to disrupt the global market for weather and climate services.

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Reliable and recurring revenue model. The Board’s belief that Tomorrow.io has a predictable revenue stream from existing customers. Tomorrow.io has also been successful in consistently expanding the scope of its initial customer contracts and attracting follow-on orders from existing customers.

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Experienced management team. The Board’s belief that Tomorrow.io has a strong management team. This management team, led by its Chief Executive Officer, Shimon Elkabetz, intends to remain with Tomorrow.io in the capacity as managers and directors, which is expected to provide important continuity in advancing Tomorrow.io’s strategic and growth goals.

•

Broad, Diverse and Growing Global Customer Base. The Board’s belief that Tomorrow.io has a broad, diversified and growing customer base, with clients located all over the world. Tomorrow.io’s clients operate in a diversified mix of industries, including aviation, utilities, insurance, sports, on-demand and governmental agencies.

•

Fairness Opinion. The Board reviewed the financial analyses provided by Houlihan Lokey, and the opinion of Houlihan Lokey to the Board, to the effect that, as of the date of such opinion and based upon and subject to various assumptions, qualifications, limitations and other matters set forth in Houlihan Lokey’s written opinion letter, the Closing Payment Shares to be issued by PTAC in the Business Combination pursuant to the Merger Agreement, was fair to PTAC from a financial point of view.

•

Substantial post-closing economic interest in Tomorrow.io. If the Business Combination were consummated, PTAC’s stockholders (other than PTAC’s stockholders that seek redemption of their shares of PTAC Class A Common Stock) would have a substantial economic interest in Tomorrow.io and as a result would have a continuing opportunity to benefit from the success of Tomorrow.io following the consummation of the Business Combination.

•

Continued Ownership by Tomorrow.io Equityholders. The Board considered that Tomorrow.io Equityholders are solely receiving equity in the Combined Entity, which would represent approximately 59.2% of the pro forma ownership of the Combined Entity after Closing, assuming none

of PTAC’s stockholders exercise their redemption rights and up to 73,500,000 Closing Payment Shares are issued in connection with the Business Combination.

•

Involvement of the PIPE Investors. The Board considered that the agreement of the PIPE Investors to invest $75 million in the Combined Entity at Closing at $10.00 per share, including Sponsor’s $27.5 million investment, was a validation of the valuation being ascribed to, and future prospects of, the combined business.

•

Due diligence. The Board reviewed and discussed in detail the results of the due diligence examination of Tomorrow.io conducted by PTAC’s management team and PTAC’s financial, accounting, industry and legal advisors, which included virtual meetings with the management team and advisors of Tomorrow.io regarding Tomorrow.io’s business and business plan, operations, prospects and forecasts, valuation analyses with respect to the Business Combination and other material matters, as well as general financial, accounting, industry and legal due diligence.

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Support of key stockholders. The fact that (i) key Tomorrow.io Equityholders representing approximately 73% of the then-outstanding voting power of Tomorrow.io entered into Tomorrow.io Support Agreements, demonstrating such Tomorrow.io Equityholders’ support of the Business Combination and (ii) Sponsor, who holds 20% of the outstanding PTAC Common Stock, entered into the PTAC Support Agreement, demonstrating Sponsor’s support of the Business Combination.

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Tomorrow.io Equityholder lock-up. The fact that all stockholders of Tomorrow.io will be subject to a one year lock-up in respect of their shares of the Combined Entity received in the Business Combination (subject to a potential share price trigger release and certain other customary exceptions).

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Transaction proceeds. The fact that the Business Combination is expected to provide significant gross proceeds to Tomorrow.io, subject to redemptions by PTAC stockholders of their PTAC Class A Common Stock, and the Board’s belief that such proceeds, together with Tomorrow.io’s existing cash balances, are expected to provide sufficient funding required for Tomorrow.io’s continuing development.

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Other alternatives. The Board’s belief that, after a review of other business combination opportunities reasonably available to PTAC, the Business Combination represents the best potential business combination for PTAC and the most attractive opportunity reasonably available to PTAC.

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Negotiated transaction. The financial and other terms of the Merger Agreement and the fact that such terms and conditions were the product of arm’s-length negotiations between PTAC and Tomorrow.io.

The Board also considered a variety of uncertainties and risks and other potentially negative factors related to Tomorrow.io’s business and prospects and related to the Business Combination including, but not limited to, the following:

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Risk that benefits may not be achieved. The risk that the potential benefits of the Business Combination may not be fully achieved (including as a result of difficulty of Tomorrow.io to operate as a public company), or may not be achieved within the expected timeframe.

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Risks Associated with Tomorrow.io’s business. The risk factors set forth in this proxy statement/prospectus under the heading “Risk Factors — Risks Related to Tomorrow.io.”

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Liquidation of PTAC. The risks and costs to PTAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in PTAC being unable to effect a business combination by March 15, 2023, which would force PTAC to liquidate.

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Redemption risk. The potential that a significant number of Public Stockholders elect to redeem their shares prior to the consummation of the Business Combination, which would reduce the gross proceeds

to Tomorrow.io from the Business Combination, which could hinder Tomorrow.io’s ability to continue its development or result in the Business Combination failing to close if the Minimum Cash Condition is not satisfied.

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Exclusivity. The fact that the Merger Agreement includes an exclusivity provision that prohibits PTAC from soliciting other business combination proposals, which restricts PTAC’s ability, so long as the Merger Agreement is in effect, to solicit other potential business combinations.

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Stockholder vote. The risk that PTAC’s stockholders may fail to provide the votes necessary to effect the Business Combination.

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Macroeconomic risks. The risk that the future financial performance of Tomorrow.io may not meet the Board’s expectations due to factors in Tomorrow.io’s control or out of its control, including business failing to perform, economic cycles or other macroeconomic factors.

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Closing conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within PTAC’s control, including approval by PTAC’s stockholders, approval by Nasdaq of the initial listing application in connection with the Business Combination, the satisfaction of the Minimum Cash Condition and the requirement that the CFIUS approval be obtained.

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Post-Business Combination corporate governance. The fact that the board of directors of the Combined Entity will be classified and that all Tomorrow.io directors will not be elected annually.

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Fees and expenses. The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.

In addition to considering the factors described above, the Board also considered other factors including, without limitation:

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Interests of certain indirect equityholders of the Sponsor. Affiliates of Peel Acquisition Company II, LLC, a managing member of the Sponsor, hold, through an unaffiliated private equity fund, an indirect passive investment in Tomorrow.io, which investment represents approximately 1% of Tomorrow.io’s outstanding capital stock. Such affiliates of Peel exercise no control over the unaffiliated private equity fund, no control over the unaffiliated private equity fund’s investment in Tomorrow.io and no control over Tomorrow.io, and such investment is not material to such affiliates of Peel. The Board was aware of these facts and considered them during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination.

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Interests of certain other persons. The Sponsor and the members of the Board and executive officers of PTAC have interests in the Business Combination Proposal, the other Proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, other PTAC stockholders. The Board reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination.

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Other risks. The various risks associated with the Business Combination, the business of Tomorrow.io and the business of PTAC, as described in the section entitled “Risk Factors” of this proxy statement/prospectus.

The Board concluded that the potential benefits expected to be received by PTAC and the PTAC stockholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the Board unanimously resolved that each of the

Proposals is advisable, fair to and in the best interests of PTAC and its stockholders and recommended that the stockholders approve the Proposals.

Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States of America, or GAAP. Under this method of accounting, PTAC has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on existing Tomorrow.io Equityholders comprising a relative majority of the voting power of the Combined Entity, Tomorrow.io’s operations prior to the Business Combination comprising the only ongoing operations of the Combined Entity, and Tomorrow.io’s senior management comprising the senior management of the Combined Entity. Accordingly, for accounting purposes, the financial statements of the Combined Entity will represent a continuation of the financial statements of Tomorrow.io with the Business Combination being treated as the equivalent of Tomorrow.io issuing stock for the net assets of PTAC accompanied by a recapitalization. The net assets of PTAC will be stated at historical cost, with no goodwill or other intangible assets recorded.

Opinion of the Financial Advisor to PTAC

On December 6, 2021, Houlihan Lokey orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated December 6, 2021), as to the fairness, from a financial point of view, to PTAC of the Closing Payment Shares to be issued by PTAC in the Business Combination pursuant to the Merger Agreement.

Houlihan Lokey’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to PTAC of the Closing Payment Shares to be issued by PTAC in the Business Combination pursuant to the Merger Agreement and did not address any other aspect or implication of the Business Combination or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex F to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Board, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the Business Combination or otherwise, including, without limitation, whether holders of PTAC Class A Common Stock should redeem their shares or whether any party should participate in the PIPE Investment.

Regulatory Approvals

The respective obligations of PTAC and Tomorrow.io under the Merger Agreement to effect the Business Combination are subject to, among other customary closing conditions, the CFIUS Approval (as defined below) and the termination or expiration of any waiting period (or extension thereof) applicable to the transactions contemplated by the merger agreement under the HSR Act (the “HSR Approval”). A short-form declaration was submitted to CFIUS on December 7, 2021. Notification under the HSR Act was filed on December 14, 2021.

In addition to the foregoing, PTAC, Tomorrow.io and/or Merger Sub are required to make certain other filings with governmental authorities in connection with the Business Combination, such as the filing of this proxy statement/prospectus with the U.S. Securities and Exchange Commission and the certificate of merger with the Secretary of State of the State of Delaware.

See “The Business Combination Proposal — Regulatory Approvals Required for the Business Combination” for a more detailed discussion of the parties’ obligations with respect to obtaining regulatory approvals in connection with the Business Combination.

Dissenter Rights

Dissenter rights are not available to PTAC stockholders or warrantholders in connection with the Business Combination.

Certain Material U.S. Federal Income Tax Considerations

For a summary of certain material U.S. federal income tax considerations of the Business Combination for Tomorrow.io Equityholders, see “The Business Combination Proposal — Certain Material U.S. Federal Income Tax Considerations of the Business Combination to Tomorrow.io Equityholders.” For a summary of certain material U.S. federal income tax considerations for holders of PTAC Class A Common Stock that elect to have their PTAC Class A Common Stock redeemed pursuant to the Current Charter, see “The Business Combination Proposal —Certain Material U.S. Federal Income Tax Considerations of the Redemption.”

Impact of the Business Combination on PTAC’s Public Float

It is anticipated that, upon the Closing, PTAC’s Public Stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 28.6% of the Combined Entity’s common stock (such that Public Stockholders, including Other PIPE Investors, will own approximately 32.6% of the Combined Entity), the Sponsor will own approximately 9.4% of the Combined Entity’s common stock (including as a result of its participation in the PIPE Investment) and the Tomorrow.io Equityholders will own approximately 58.0% of the Combined Entity’s common stock. The ownership percentage with respect to the Combined Entity’s common stock following the Business Combination does not take into account (i) the redemption of any Public Shares by PTAC’s Public Stockholders, (ii) the exercise of any PTAC Warrants outstanding as of immediately prior to the Closing, (iii) the issuance of any shares upon the Closing under the Equity Incentive Plan (including shares issuable upon exercise of options exercisable for Tomorrow.io Stock) or the Employee Stock Purchase Plan, which is intended to be adopted following the Closing or (iv) the issuance of any shares upon vesting of the Closing Parent RSU Grants. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the PTAC’s existing stockholders in the Combined Entity will be different.

The following tables illustrate varying ownership levels in PTAC assuming the factors mentioned above:


	No Redemption Scenario⁽¹⁾					Maximum Redemption Scenario⁽¹⁾⁽⁴⁾
	Shares		%			Shares		%
PTAC Public Stockholders		34,500,000		28.6	%		10,792,025		11.2	%
PTAC Sponsor⁽²⁾		11,375,000		9.4	%		11,375,000		11.7	%
Tomorrow.io Equityholders⁽³⁾		70,000,000		58.0	%		70,000,000		72.2	%
Other PIPE Investors		4,750,000		3.9	%		4,750,000		4.9	%

Total		120,265,000		100.0	%		96,917,025		100.0	%

(1)

Excludes all 17,433,333 PTAC Warrants. If all 17,433,333 PTAC Warrants were exercised for cash and all 17,433,333 shares of PTAC Class A Common Stock underlying such PTAC Warrants (5,933,333 of which are owned by Sponsor) were included, the post-Closing share ownership of the Combined Entity’s common stock, in the no redemption scenario, would be as follows: PTAC Public Stockholders, 34,500,000 (25.0%); holders of Public Warrants, 11,500,000 (8.3%); PTAC Sponsor, 17,308,333 (12.5%); Tomorrow.io Equityholders, 70,000,000, (50.7%); and Other PIPE Investors, 4,750,000 (3.4%), and in the maximum

redemption scenario, would be as follows: PTAC Public Stockholders, 10,792,025 (9.4%), holders of Public Warrants 11,500,000 (10.1%), PTAC Sponsor, 17,308,333 (15.1%), Tomorrow.io Equityholders 70,000,000 (61.2%) and other PIPE Investors 4,750,000 (4.2%).

(2)	Includes 2,750,000 shares of PTAC Class A Common Stock purchased by Sponsor in the PIPE Investment.

(3)	Includes shares of PTAC Class A Common Stock underlying options of Tomorrow.io that are assumed by PTAC. See “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration.”

(4)	The maximum redemption scenario reflects a reduction in advisory fees of approximately $12.9 million, including a reduction in the deferred underwriting commissions payable to the underwriters of the PTAC IPO in the amount of $4.0 million.

Upon Closing, the Board anticipates having seven directors, with each Class I director having an initial term that expires at the Combined Entity’s annual meeting of stockholders in 2023, each Class II director having an initial term that expires at the Combined Entity’s annual meeting of stockholders in 2024, and each Class III director having an initial term that expires at the Combined Entity’s annual meeting of stockholders in 2025, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. See the section titled “Management After the Business Combination” for additional information.

The Nasdaq Stock Issuance Proposal

As the consideration for the Business Combination, PTAC is obligated to issue up to 73,500,000 shares of PTAC Class A Common Stock to the Tomorrow.io Equityholders and up to 3,000,000 shares of PTAC Class A Common Stock upon vesting of PTAC restricted stock units granted to certain employees of Tomorrow.io and its subsidiaries, each as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration,” as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration.” In addition, in connection with the Business Combination, PTAC entered into the PIPE Subscription Agreements with investors to purchase 7,500,000 shares of Class A Common Stock for an aggregate amount of $75,000,000, subject to certain conditions, including that all conditions precedent to the Closing will have been satisfied or waived (other than those conditions that are to be satisfied at Closing).

PTAC stockholders will be asked to approve, subject to and conditional on approval of the Business Combination Proposal, for purposes of complying with the Nasdaq Listing Rules, the issuance of up to 73,500,000 newly issued shares of PTAC Class A Common Stock to the Tomorrow.io Equityholders and 3,000,000 newly issued shares of PTAC Class A Common Stock upon vesting of PTAC restricted stock units granted to certain employees of Tomorrow.io and its subsidiaries pursuant to the Business Combination, as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration,” and 7,500,000 newly issued shares of PTAC Class A Common Stock in the PIPE Investment. See the section titled “The Nasdaq Stock Issuance Proposal.”

The Charter Amendment Proposal

PTAC stockholders will be asked to approve and adopt, subject to and conditional on approval of the Business Combination Proposal, an amendment and restatement of the Current Charter, as set out in the Proposed Charter appended to this proxy statement/prospectus as Annex B, which will become effective as of the Closing, and to approve the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as separate sub-proposals:

(c) to provide that the Combined Entity be subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (each as defined in the DGCL) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions; and

See the section titled “The Charter Amendment Proposal.”

The Incentive Plan Proposal

PTAC is proposing that its stockholders approve and adopt, subject to and conditional on approval of the Business Combination Proposal, the Equity Incentive Plan of the Combined Entity, which will become effective as of the date immediately preceding the date of the Closing. The purpose of the Equity Incentive Plan is to promote the long-term success of the Combined Entity and the creation of stockholder value by encouraging service providers to focus on critical long-range corporate objectives, encouraging the attraction and retention of service providers, employees and directors with exceptional qualifications and linking service providers directly to stockholder interests through increased stock ownership. These incentives are provided through the grant of stock options, including incentive stock options, and nonqualified stock options, stock appreciation rights, restricted stock, unrestricted stock awards, restricted stock units, and cash-based awards.

A summary of the Equity Incentive Plan is set forth in the “The Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex D.

The ESPP Proposal

PTAC is proposing that its stockholders approve and adopt, subject to and conditional on approval of the Business Combination Proposal, the Employee Stock Purchase Plan of the Combined Entity, which will become effective as of the date immediately preceding the date of the Closing. The purpose of the Employee Stock Purchase Plan is to provide eligible employees with an opportunity to increase their proprietary interest in the success of the Combined Entity by purchasing common stock on favorable terms and to pay for such purchases through payroll deductions. We believe by providing eligible employees with an opportunity to increase their proprietary interest in the success of the Combined Entity, the Employee Stock Purchase Plan will motivate participants to offer their maximum effort to the Combined Entity and help focus them on the creation of long-term value consistent with the interests of the Combined Entity’s stockholders.

A summary of the Employee Stock Purchase Plan is set forth in the “The ESPP Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Employee Stock Purchase Plan is attached hereto as Annex E.

The Election of Directors Proposal

PTAC stockholders will be asked to approve, subject to and conditional on approval of the Business Combination Proposal, the election of , , , , , , and as directors of PTAC. See the section titled “The Election of Directors Proposal.”

The Bylaws Proposal

PTAC stockholders will be asked to approve and adopt, subject to and conditional on approval of the Business Combination Proposal, the amended and restated bylaws of PTAC, a copy of which is appended to this proxy statement/prospectus as Annex C, which will become effective immediately prior to the Closing. See the section titled “The Bylaws Proposal.”

The Adjournment Proposal

PTAC stockholders will be asked to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, or the Bylaws Proposal, or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

Date, Time and Place of Special Meeting

The Special Meeting will be held on , 2022, at a.m., Eastern time, conducted via live webcast at the following address: . You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. PTAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.

Only holders of record of issued and outstanding PTAC Common Stock as of the close of business on , 2022, the Record Date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of PTAC Common Stock that you owned as of the close of business on the Record Date. Holders of PTAC Warrants do not have voting rights at the special meeting of stockholders.

Proxy Solicitation

Proxies may be solicited by mail. We have engaged to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section titled “Special Meeting of PTAC Stockholders in Lieu of the 2022 Annual Meeting of PTAC Stockholders — Revoking Your Proxy.”

Quorum and Vote for Proposals for the Special Meeting

A quorum of PTAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if the holders of a majority of the PTAC Common Stock outstanding and entitled to vote at the Special Meeting is represented in person (which would include presence at a virtual meeting) or by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

The Charter Amendment Proposal and each of the Governance Proposals will be approved and adopted in its entirety only if holders of (i) a majority of the issued and outstanding shares of PTAC Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of PTAC Class A Common Stock, voting separately as a single series, vote “FOR” the Charter Amendment Proposal and each of the Governance Proposals, respectively. Accordingly, a PTAC stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and each of the Governance Proposals.

Directors Proposal will be approved and adopted in its entirety only if a plurality of the issued and outstanding shares of PTAC Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” the Election of Directors Proposal. A PTAC stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting will not be counted towards the number of shares of PTAC Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, the Bylaws Proposal or the Adjournment Proposal.

Approval of the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are conditioned on the approval of the Business Combination Proposal and the Business Combination Proposal is conditioned on the approval of the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal. Unless the Business Combination Proposal is approved, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal will not be presented to the stockholders of PTAC at the Special Meeting. The Adjournment Proposal is not conditioned on any other Proposal and does not require the approval of any other Proposal to be effective. It is important for you to note that in the event the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, or the Bylaws Proposal do not receive the requisite vote for approval, then PTAC will not consummate the Business Combination. If PTAC does not consummate the Business Combination and fails to complete an initial business combination by March 15, 2023, it will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Stockholders.

As of the Record Date, PTAC’s directors, executive officers and their affiliates hold % of the outstanding PTAC Common Stock, all of which are held by the Sponsor. As a result, PTAC would need only , or approximately %, of the 43,125,000 shares of PTAC Common Stock to be voted in favor of the Business Combination in order to have the Business Combination approved. As of the Record Date, Tomorrow.io’s directors, executive officers and their affiliates did not hold any shares of PTAC Common Stock.

Recommendation to PTAC Stockholders

The Board believes that the Proposals to be presented at the Special Meeting are in the best interests of PTAC and its stockholders and unanimously recommends that PTAC stockholders vote “FOR” the Proposals.

When you consider the recommendation of the Board in favor of approval of these Proposals, you should keep in mind that PTAC directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

•

Affiliates of Peel Acquisition Company II, LLC, a managing member of the Sponsor, have a $5 million investment in an unaffiliated private equity fund, which unaffiliated private equity fund has an

investment in Tomorrow.io. The affiliates’ investment, which represents an approximate 1% indirect equity interest in Tomorrow.io, is controlled by the unaffiliated private equity fund and Peel and its affiliates exercise no control over the private equity fund, the private equity fund’s investment in Tomorrow.io or Tomorrow.io.

•

Simultaneously with the closing of the PTAC IPO, PTAC consummated the sale of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor. If PTAC does not consummate a business combination transaction by March 15, 2023, then the Private Placement Warrants held by the Sponsor will be worthless.

•

Following the Closing, the Sponsor would be entitled to the repayment of any working capital loans and advances that have been made to PTAC and remain outstanding. On December 6, 2021, PTAC issued the Note in the principal amount of $350,000 to the Sponsor. The Note bears interest at 0.33% per annum and is repayable in full at the earlier of (i) March 15, 2023 or (ii) the date on which PTAC consummates an initial business combination as contemplated by the Current Charter. If PTAC does not complete an initial business combination within the required period, PTAC may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

•

Following the Closing, PTAC will continue to indemnify PTAC’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

•

Sponsor, an entity in which each of our directors and officers has an indirect interest, has subscribed for PTAC Common Stock in the PIPE Investment.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

•

We have incurred losses each year since our inception, we expect our operating expenses to increase and the future, and we may not be able to achieve or maintain profitability.

•

We may not continue to grow at or near our historical rates.

•

We may be unable to manage our future growth, which could make it difficult to execute our business strategy.

•

Our arguments for the importance of climate security may not resonate with customers and the market for weather intelligence and offerings responsive to environmental, social and governance concerns may not develop in a manner or at a speed as we expect.

•

Our limited operating history makes it difficult to evaluate our future prospects. The future of technologies we have developed and hope to develop and productize is not guaranteed.

•

There are many other providers of weather data. Weather data derived from space-borne sensors may not add sufficient value to, or interest in, our solution or future product development to justify its cost.

•

Our global approach may not be viable. Geographic areas around the world that are most underserved with weather data may be the least lucrative addressable market for our solution.

•

We may be unable to develop our solutions to meet the growing needs of our current and prospective customers.

•

Our business relies on sales and marketing and we may not be successful in achieving an adequate level of sales or brand recognition to meet our growth plans.

•

We may require substantial additional funding or fail to raise capital when needed or on acceptable terms.

•

We compete against many weather data providers that are better-known and better-financed than us.

•

Although we have set out to disrupt the weather market, we may not successfully compete with our competitors, who may have more resources than we do.

•

The measurements and insights that we incorporate into our product and the industry focuses on which we have focused may not match market demand.

•

We may fail to timely rectify problems in our solution due to its increasing complexity.

•

We rely on third parties for our core product solution and failure of the third parties will adversely impact our ability to provide services to our customers.

•

Our software and application programming interface rely on third-party inputs and complex integration and management of tools and data that may be difficult to sustain.

•

Direct-to-consumer offerings and related activities and growth on mobile devices depends upon effective use of mobile operating systems, networks and standards that we do not control.

•

We have not yet deployed satellites and any setbacks we may experience could have a material adverse effect on our business, financial condition and results of operation and could harm our reputation.

•

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Tomorrow.io’s future results.

•

PTAC’s Sponsor, directors and officers have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

•

PTAC may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless.

•

PTAC may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

•

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of PTAC’s securities may decline.

•

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

Sources and Uses for the Business Combination

The following tables summarizes the sources and uses for funding the Business Combination based on (i) the assumption that there will be no redemptions and (ii) the assumption that there will be maximum redemptions. See section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

(i)

No redemptions


Sources of Funds		Uses
(in thousands)
Cash From PTAC (1)	$345,537	Tomorrow.io Equityholders’ Retained Equity Value (2)	$700,000
PIPE Investment	75,000	Remaining Cash on Balance Sheet (1)	374,240
Tomorrow.io Equityholders’ Retained Equity Value (2)	700,000	PTAC Estimated Transaction Costs and Other (3)	46,298
Total Sources	1,120,537	Total Uses	$1,120,537

(1)	Assumes no holder of PTAC Class A Common Stock has exercised its redemption rights to receive cash from the Trust Account. This amount will be reduced by the amount of cash used to satisfy any redemptions. Includes $345.0m held in the Trust Account and $0.5m held by PTAC outside the Trust Account.

(2)

Assumes 70,000,000 Closing Payment Shares are issued in connection with the Business Combination. Dollar amount, $700.0 million, represents the number of shares existing Tomorrow.io Equityholders will receive valued at a per share price of $10.00. This amount is not impacted by the number of redemptions.

(3)	Includes approximately $45.9 million in estimated transaction costs and the $0.4 million payable under the Note.

(ii)

Maximum redemptions


Sources of Funds		Uses
(in thousands)
Cash from PTAC (1)	$108,419	Tomorrow.io Equityholders’ Retained Equity Value (2)	$700,000
PIPE Investment	75,000	Remaining Cash on Balance Sheet (1)	150,000
Tomorrow.io Equityholders’ Retained Equity Value (2)	700,000	PTAC Estimated Transaction Costs and Other (3)	33,419
Total Sources	883,419	Total Uses	$883,419

(1)

Assumes approximately 68.7% of the outstanding PTAC Class A Common Stock have been redeemed for cash from the Trust Account, reducing the amount of cash available for distribution from the Trust Account by approximately $237.1 million. Includes $107.9M held in the Trust Account and $0.5m held by PTAC outside the Trust Account.

(2)

Assumes 70,000,000 Closing Payment Shares are issued in connection with the Business Combination. Dollar amount, $700.0 million, represents the number of shares existing Tomorrow.io Equityholders will receive valued at a share price of $10.00. This amount is not impacted by the number of redemptions.

(3)	Includes approximately $33.0 million in estimated transaction costs and the $0.4 million payable under the Note.

Comparison of Stockholder Rights

Following the Closing, the rights of the Combined Entity’s Stockholders will be governed by the Proposed Charter and the Amended Bylaws. See the section titled “Comparison of Stockholder Rights.”

Ticker Symbol and Market Price

PTAC

PTAC’s Units, Class A Common Stock and Public Warrants are currently listed on the Nasdaq under the symbols “PTOCU”, “PTOC” and “PTOCW,” respectively.

The closing price of the Units, Class A Common Stock and Public Warrants on December 6, 2021, the last trading day before announcement of the execution of the Merger Agreement, was $10.01, $9.77, and $0.78, respectively.

Tomorrow.io

Historical market price information for Tomorrow.io Stock is not provided because there is no public market for any equity interest of Tomorrow.io.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of PTAC’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Additionally, we currently are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA OF TOMORROW.IO

The following tables summarize Tomorrow.io’s consolidated financial and other data. Tomorrow.io’s consolidated balance sheet data as of September 30, 2021 and consolidated statement of operations and consolidated cash flow data for the nine months ended September 30, 2021 and September 30, 2020 are derived from Tomorrow.io’s unaudited consolidated financial statements, included elsewhere in this proxy statement/prospectus. Tomorrow.io’s consolidated balance sheet data, consolidated statement of operations data and consolidated statement of cash flows data as of and for the years ended December 31, 2020 and December 31, 2019 are derived from Tomorrow.io’s audited consolidated financial statements, included elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period. The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tomorrow.io” and Tomorrow.io’s historical consolidated financial statements and accompanying footnotes, included elsewhere in this proxy statement/prospectus.

Consolidated Statement of Operations


	Nine-Months Ended September 20,						Year Ended December 31,
(in thousands)	2021			2020			2020			2019
	Unaudited						Audited
Revenue	$	6,648		$	3,959		$	5,969		$	2,927
Cost of revenue		2,980			1,721			2,351			1,614

Gross profit		3,668			2,238			3,618			1,313

Operating expenses:
Research and development		18,793			7,601			11,775			11,925
Selling and marketing		13,279			7,274			10,054			9,306
General and administrative		8,170			5,123			6,338			4,937

Total operating expenses		40,242			19,998			28,167			26,168
Operating loss		(36,574	)		(17,760	)		(24,549	)		(24,855	)
Tranche rights and warrant remeasurement expenses (income), net		3,264			(235	)		2,813			(177	)
Financing expense (income), net		798			(423	)		(299	)		(1,068	)
Loss before income taxes (tax benefit)		(40,636	)		(17,102	)		(27,063	)		(23,610	)
Income tax expense (benefit), net		(1,938	)		76			117			252

Net loss	$	(38,698	)	$	(17,178	)	$	(27,180	)	$	(23,862	)

Consolidated Balance Sheet


	As of September 30,						As of December 31,
	2021			2020			2020			2019
(in thousands)	Unaudited						Audited
Cash and cash equivalents	$	24,239		$	54,315		$	52,713		$	48,123
Marketable securities		75,650			3,527			—			—
Total current assets		105,670			60,268			55,913			49,919
Total assets		123,643			61,512			57,336			50,785
Total current liabilities		10,997			6,794			11,224			4,924
Total liabilities, commitments and contingencies		219,199			114,933			120,363			88,219
Total shareholders’ deficit	$	(95,556	)	$	(53,421	)	$	(63,027	)	$	(37,434	)

Consolidated Statement of Cash Flows


	Nine months Ended September 30,						Year Ended December 31,
	2021			2021			2020			2019
(in thousands)	Unaudited						Audited
Net cash used in operating activities	$	(30,050	)	$	(17,872	)	$	(24,028	)	$	(18,554	)
Net cash used in investing activities		(92,062	)		(3,735	)		(185	)		(387	)
Net cash provided by financing activities		93,638			27,799			28,803			9,352

Net increase (decrease) in cash and cash equivalents	$	(28,474	)	$	6,192			4,590		$	(9,589	)

SUMMARY FINANCIAL AND OTHER DATA OF PTAC

PTAC’s statement of operations data for the period from January 1, 2021 through September 30, 2021 and balance sheet data as at September 30, 2021 is derived from PTAC’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with PTAC’s financial statements and related notes included elsewhere in this proxy statement/prospectus and the sections titled “Selected Financial and Other Data of PTAC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PTAC.”


	For The Period From January 1, 2021 through September 30, 2021
Formation and operating costs	$	799,820
Loss from operations	$	(799,820	)
Other income (loss)
Interest income	$	55,688
Excess fair value over cash received for private placement warrants	$	(355,999	)
Change in fair value of warrant liabilities	$	8,680,011
Offering expenses related to warrant issuance	$	(844,080	)
Total other income	$	7,535,620
Net Income	$	6,735,800
Weighted average shares outstanding, Class A common stock subject to possible redemption		34,500,000
Basic and diluted net income per share, Class A common stock	$	0.16
Weighted average shares outstanding, non-redeemable Class B common stock		8,324,176
Basic and diluted net loss per share, Class B common stock	$	0.16


	September 30, 2021
Balance Sheet Data:
Total assets	$	345,979,309
Total liabilities	$	27,805,145
Value of Class A Common Stock subject to possible redemption	$	345,055,688
Stockholder’s (deficit) equity	$	(26,881,524	)

SUMMARY UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the Business Combination. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PTAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Tomorrow.io issuing stock for the net assets of PTAC, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Tomorrow.io. The summary unaudited pro forma condensed combined balance sheet data as of September 30, 2021 gives effect to the Business Combination as if it had consummated on September 30, 2021. The summary unaudited pro forma condensed combined statements of operations data for the nine months ended September 30, 2021 and combined statements of operations data for the year ended December 31, 2020 give effect to the Business Combination as if it had been consummated on January 1, 2020, the beginning of the earliest period presented.

The following summary of unaudited pro forma condensed combined financial information of PTAC, Tomorrow.io and Remote Sensing Solutions, Inc. (“RSS”) present the combination of the financial information of PTAC and Tomorrow.io adjusted to give effect to the Business Combination, the PIPE Investment, the acquisition of RSS by Tomorrow.io and the other related events contemplated by the Merger Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” which is herein referred to as Article 11. The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of PTAC, Tomorrow.io and RSS for the applicable periods included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the Combined Entity would have been had the Business Combination taken place on September 30, 2021, the dates indicated above, nor is it indicative of the financial condition of the Combined Entity as of any future date. The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not indicative of the future consolidated results of operations or financial position of the Combined Entity. The unaudited pro forma condensed combined financial information is subject to several uncertainties and assumptions as described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of PTAC Class A Common Stock:

•

Assuming No Redemptions: This scenario, which we refer to as the “No Redemption” assumes that no holders of Public Shares exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

•

Maximum Redemption: This scenario, which we refer to as the “Maximum Redemption,” assumes that holders of approximately 23,707,975 Public Shares will exercise their redemption rights for an aggregate payment of approximately $237.1 million (based on the estimated per share redemption price of approximately $10.00) from the Trust Account, which is the estimated maximum number of redemptions that could occur without a failure to satisfy the Minimum Cash Condition.

In both scenarios, the amount of cash available is sufficient to satisfy the Minimum Cash Condition.


(in thousands, except share and per share data)	Assuming No Redemption			Assuming Max Redemption
Selected Unaudited Pro Forma Condensed Combined Statement of Operations — Year Ended December 31, 2020
Total revenue	$	8,523			8,523
Gross profit		4,773			4,773
Total expenses		29,472			29,472
Operating loss		(24,699	)		(24,699	)
Net loss		(28,818	)		(28,818	)
Loss per share		(0.24	)		(0.30	)
Weighted average shares outstanding — basic and diluted		120,625,000			96,917,025
Selected Unaudited Pro Forma Condensed Combined Statement of Operations — Nine Months Ended September 30, 2021
Total revenue	$	7,462		$	7,462
Gross profit		4,088			4,088
Total expenses		41,753			41,753
Operating loss		(37,725	)		(37,725	)
Net loss		(66,101	)		(53,223	)
Income per share		(0.55	)		(0.55	)
Weighted average shares outstanding — basic and diluted		120,625,000			96,917,025
Selected Unaudited Pro Forma Condensed Combined Statement of Financial Position as of September 30, 2021
Total current assets		480,575			256,336
Total assets		498,675			274,436
Total current liabilities		23,288			23,288
Total liabilities		23,288			23,288
Total stockholders’ equity		475,387			251,148

COMPARATIVE SHARE INFORMATION

Comparative Per Share Data of PTAC

The market prices of our securities could change significantly. Because the consideration payable in the Business Combination pursuant to the Merger Agreement will not be adjusted for changes in the market prices of the PTAC Class A Common Stock, the value of the consideration that Tomorrow.io Equityholders will receive in the Business Combination may vary significantly from the value implied by the market prices of shares of PTAC Class A Common Stock on the date of the Merger Agreement, the date of this proxy statement/prospectus, and the date on which PTAC stockholders vote on the approval of the Merger Agreement. PTAC stockholders are urged to obtain current market quotations for PTAC Class A Common Stock before making their decision with respect to the approval of the Merger Agreement.

Comparative Per Share Data of Tomorrow.io

Historical market price information regarding Tomorrow.io is not provided because there is no public market for Tomorrow.io Stock.

Comparative Historical and Pro Forma Per Share Data

The following table sets forth summary historical comparative share information for PTAC and Tomorrow.io, respectively and selected unaudited pro forma condensed combined per share information of the Combined Entity after giving effect to the Business Combination, presented under two scenarios:

•

Assuming Minimum Redemptions: this scenario assumes that no holders of Public Shares exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

•

Assuming Contractual Maximum Redemptions: this scenario assumes holders of approximately 23,707,975 Public Shares will exercise their redemption rights for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. The Merger Agreement provides that the consummation of the Business Combination is conditioned on PTAC having Aggregate Transaction Proceeds (which, for the avoidance of doubt, is calculated net of transaction expenses) at the Closing of at least $150 million.

The pro forma book value information reflects the Business Combination as if it had occurred on September 30, 2021. The weighted average shares outstanding and net loss per share information for the nine months ended September 30, 2021 and for the year ended December 31, 2020 reflect the Business Combination as if it had occurred on January 1, 2020.

The following per share data excluded from the computation net loss per share, basic and diluted, because their effect would have been anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:


	For the Nine Months Ended September 30, 2021				For the Year Ended December 31, 2020
	Assuming No Redemption		Assuming Maximum Redemption		Assuming No Redemption		Assuming Maximum Redemption
Company Converted Options		11,003,107		11,003,107		11,003,107		11,003,107
PTAC’s Private and Public Warrants		17,433,333		17,433,333		17,433,333		17,433,333

Total		28,436,440		28,436,440		28,436,440		28,436,440

This information is only a summary and should be read in conjunction with the historical financial statements of PTAC and Tomorrow.io and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of PTAC and Tomorrow.io is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus/consent solicitation statement in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma condensed combined net loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor the loss per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of PTAC and Tomorrow.io would have been had the companies been combined during the periods presented.


							Pro Forma Combined Per Share Data						Tomorrow.io Equivalent Pro Forma Per Share Data (3)
	Pine Technology Acquisition Corp. (Historical)			The Tomorrow Companies Inc. (Historical)			(Assuming No Redemptions Scenario)			(Assuming Maximum Redemptions Scenario)			(Assuming No Redemptions Scenario)			(Assuming Maximum Redemptions Scenario)
As of and for the nine months ended September 30, 2021
Weighted average shares outstanding of Class A common stock-basic and diluted		34,500,000												N/A			N/A
Basic and diluted net income per share, Class A	$	0.16												N/A			N/A
Weighted average shares outstanding of Class B common stock-basic and diluted		8,324,176												N/A			N/A
Basic and diluted net income per share, Class B	$	0.16												N/A			N/A
Weighted average common shares used in computing basic and diluted net loss per common share					9,630,241									N/A			N/A
Basic and diluted net loss per common share				$	(4. 02	)								N/A			N/A
Total book value per share (1)	$	(0.78	)	$	(9.92	)								N/A			N/A
Weighted average shares outstanding of PTAC Class A common stock, basic and diluted								120,625,000			96,917,025			N/A			N/A
Basic and diluted net loss per share, PTAC Class A common stock							$	(0.55	)	$	(0.55	)	$	(0.44	)	$	(0.45	)
Total Book Value per share of PTAC Class A common stock (1)							$	3.94		$	2.59		$	3.20		$	2.10

Pro Forma Combined Per
Share Data

Tomorrow.io Equivalent
Pro Forma Per Share Data (3)

Pine Technology
Acquisition
Corp.
(Historical)

The Tomorrow
Companies
Inc.
(Historical)

(Assuming No
Redemptions
Scenario)

(Assuming
Maximum
Redemptions
Scenario)

(Assuming
No
Redemptions
Scenario)

(Assuming
Maximum
Redemptions
Scenario)

As of and for the Year ended December 31, 2020

Weighted average shares outstanding of Class A common stock-basic and diluted

N/A

Basic and diluted net income per share, Class A

N/A

Weighted average shares outstanding of Class B common stock-basic and diluted

7,500,000

N/A

Basic and diluted net income per share, Class B

—

N/A

Weighted average common shares used in computing basic and diluted net loss per common share

9,212,841

N/A

Basic and diluted net loss per common share

(2.95

)

N/A

Total book value per share (2)

N/A

(2)

N/A

(2)

N/A

Weighted average shares outstanding of PTAC Class A common stock, basic and diluted

12,625,000

96,917,025

N/A

Basic and diluted net loss per share, PTAC Class A common stock

(0.24

)

(0.30

)

(0.19

)

(0.24

)

Total Book Value per share of PTAC Class A common stock (2)

N/A

(2)

N/A

(2)

N/A

(1)	Book value per share = Total equity excluding preferred shares/shares outstanding.

(2)	A pro forma balance sheet for the year ended December 31, 2020 is not required to be included herein and as such, no calculation is included in this table.

(3)	The equivalent per share data for Tomorrow.io is calculated by multiplying the combined pro forma per share data by the Conversion Ratio.

The following table sets forth the per share data of PTAC on a stand-alone basis and the unaudited pro forma condensed combined per share data for the year ended December 31, 2020 and the nine months ended September 30, 2021 after giving effect to the Business Combination, (1) assuming no PTAC stockholders exercise redemption rights with respect to their Public Shares upon the Closing; and (2) assuming that PTAC stockholders exercise their redemption rights with respect to a maximum of 34,500,000 Public Shares upon the Closing.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of PTAC and Tomorrow.io and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited PTAC and Tomorrow.io pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of PTAC and Tomorrow.io would have been had the companies been combined during the periods presented.


(in thousands, except share and per share amounts)	Historical						Pro Forma Combined						Tomorrow.io equivalent pro forma per share data⁽³⁾
(in thousands, except share and per share amounts)	PTAC			Tomorrow.io			Assuming No Redemptions			Assuming Max Redemptions			Assuming No Redemptions			Assuming Max Redemptions
As of and for the Nine Months Ended September 30, 2021 (4)
Book value per share, basic and diluted (1)(2)	$	(0.78	)	$			$	3.94		$	2.59		$	3.20		$	2.10
Net income (loss) per share, basic and diluted — Class A (2)	$	0.16			N/A	(2)	$	(0.55	)	$	(0.55	)	$	(0.44	)	$	(0.45	)
Weighted average shares outstanding of Class A, basic and diluted (2)		34,500,000			N/A	(2)		120,625,000			96,917,025			N/A			N/A
Net income (loss) per share, basic and diluted — Class B (2)	$	0.16			N/A	(2)		N/A			N/A			N/A			N/A
Weighted average shares outstanding of Class B, basic and diluted (2)		8,324,176			N/A	(2)		N/A			N/A			N/A			N/A
As of and for the Year Ended December 31, 2020 (4)
Net income (loss) per share, basic and diluted — Class A (2)	$	(0.00	)		N/A	(2)	$	(0.24	)	$	(0.30	)	$	(0.19	)	$	(0.24	)
Weighted average shares outstanding — Class A, basic and diluted (2)		8,625,000			N/A	(2)		N/A			N/A			N/A			N/A

(1)	Book value per share = Total equity (deficit)/shares outstanding at September 30, 2021 for PTAC, Tomorrow.io and the pro forma.

(2)	Historical Book value per share and Net income (loss) per share are based on PTAC Class A Common Stock and PTAC Class B Common Stock and total Tomorrow.io Stock.

(3)

The equivalent pro forma basic and diluted per share data for Tomorrow.io is based on the expected Conversion Ratio of 0.81128 (calculated as of the Record Date) for both No Redemptions and Max Redemptions scenarios. The equivalent pro forma shares outstanding for Tomorrow.io represent the total consideration shares of up to million, less shares underlying unvested, unissued, and/or unexercised stock options and warrants, as described in more detail under the heading titled “The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration.”

(4)	There were no cash dividends declared in the periods presented.

RISK FACTORS

The following risk factors will apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Tomororw.io and our business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of PTAC Common Stock. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and the financial statements of Tomorrow.io and PTAC and the notes to the financial statements included herein.

Risks Related to the Business and Industry of Tomorrow.io

Unless the context otherwise requires, references in this subsection “— Risks Related to the Business and Industry of Tomorrow.io” to “we,” “us” and “our” generally refer to Tomorrow.io in the present tense or the Combined Entity from and after the Business Combination.

We have incurred losses each year since our inception, we expect our operating expenses to increase and the future, and we may not be able to achieve or maintain profitability.

We have incurred losses each year since our inception. We incurred net losses of $27.18 million and $23.86 million for the years ended December 31, 2020 and 2019, respectively. We expect to continue to incur losses for the foreseeable future as we expand our offerings and our customer base. We have not yet launched our own satellites and have not commenced data collection via such satellites, which we expect to further increase our expenses. We also expect our operating expenses to increase in future periods as we continue to work to grow our business and as we start to operate our satellites in space.

The market for weather intelligence is relatively new, and it is difficult for us to predict our future operating results with accuracy. The costs for improved operational processes, increased research and development, and additional personnel may be more expensive than we expect and may not translate to increased revenue. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we continue to have negative cash flow or losses resulting from our investment in marketing, acquiring customers or expanding our operations, our business, financial condition and results of operations will be adversely impacted. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow. As a result, our losses may be larger than anticipated, and we may not ever become profitable. Even if we do become profitable, we may not be able to maintain or increase profitability.

We may not continue to grow at or near our historical rates.

We have been growing rapidly over the last several years. Such growth may not be sustainable and our ability to forecast our future revenue and results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. Our recent and historical growth should not be considered indicative of our future performance. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies in new and rapidly changing markets, including risks related to customer acquisition and retention, building brand awareness and protection of intellectual property. For example, we have missed, and may continue to miss, certain internal forecasts for prior bookings and annual recurring revenue (“ARR”). If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks

successfully, our operating and financial results could differ materially from our expectations, our growth rates may slow and our business would suffer.

We may be unable to manage our future growth, which could make it difficult to execute our business strategy.

Our continued growth could increase the strain on our management and our operational and financial resources and systems. Our ability to compete effectively and to manage future growth will require us to continue to improve and differentiate our offerings, service existing customers, identify broader and new markets, systematize operations, protect our intellectual property, and pursue better technologies. For example, we are in the construction phase of our initial “pathfinders” satellite technology, which is an emerging field with a rapidly developing market. Though management has based projections on currently available data, and we moved into the pre-acquisition stage in July 2021, the cost of developing, launching, shipping or maintaining the satellites may prove to be significantly more costly than we are anticipating, potentially delaying or preventing the satellites from ever being launched or becoming operational. Moreover, we plan to continue to expand our sales and marketing, research and development, and other aspects of our products and operations, which will place additional demands on our resources and management. We may have difficulty recruiting adequate personnel, servicing our customers, and customizing solutions. Our organizational structure is also becoming more complex as we grow our operational, financial, and management infrastructure and we must continue to improve our internal controls as well as our reporting systems and procedures. Solving these problems will require significant capital expenditures and the allocation of management resources. The lagged timing between our investments and expected benefits from such investments makes it difficult to determine in a timely manner if we are efficiently allocating our resources. If we do not achieve the benefits anticipated from these investments, or if the realization of these benefits is delayed, our results of operations may be adversely affected.

Our arguments for the importance of climate security may not resonate with customers and the market for weather intelligence and offerings responsive to environmental, social and governance (“ESG”) concerns may not develop in a manner or at a speed as we expect.

We use our weather intelligence solutions to help countries and businesses better manage climate security challenges. We cannot be sure that our target customers will place adequate importance on ESG concerns. Additionally, we cannot be sure that our products and services will be widely viewed as the solution to the ESG concerns. Widespread acceptance and use of our weather intelligence solutions is critical to our future growth and success. If the climate security market fails to grow or grows more slowly than we currently anticipate, demand for our weather intelligence solutions could be negatively affected. Even if we are successful with such messaging, we may be understaffed, underfunded, and/or unsuccessful in development efforts, or inadequately experienced to scale the business and thereby address the resulting market opportunities. There is no guarantee that many others in the market will not be better equipped to invoke a similar approach. See “—We compete against many weather data providers that are better-known and better-financed than us”. Accordingly, our growth and overall business may suffer. If we fail to successfully predict and address these changes and trends, meet customer demands, or achieve more widespread market acceptance of our weather intelligence solutions, our business, results of operations, and financial condition could be harmed.

Additionally, the market for weather intelligence and climate security services has not been well established. Our estimates for the total addressable market are based on a number of internal and third-party estimates, including among other factors businesses which are weather dependent, government agencies which stand to save significant outlays by better preparing for extreme weather, and the sharply growing number of devastating weather events. These assumptions or estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time. As a result, our estimates of the annual total addressable market for our services, as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect.

Our limited operating history makes it difficult to evaluate our future prospects. The future of technologies we have developed and hope to develop and productize is not guaranteed.

Because we have limited historical financial data and operate in a rapidly evolving new market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more developed market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. We may be unable to offer a repeatable and scalable solution. We have been focused on developing innovative solutions for precise observation and prediction of weather since 2016, to fashion a unique solution that would appeal to a wide base of customers. We have pursued various strategies, including our previous pursuit of technologies analyzing signal attenuation in commercial microwave networks or data provided from connected vehicles (which we named “Weather-of-Things”). We have made our SaaS platform as well as our application programming interface, or API, available to large customers, and developed a mobile application for individual users. We plan to deploy a constellation of radar-equipped satellites to bolster our current product as well as make “Data-as-a-Service” available based on the raw measurements we hope to collect from space. We are also targeting the market for “Weather-Service-in-a-Box” offerings for government customers that they could use as a substitute for their own end-to-end forecasting capabilities. We constantly assess the tradeoff between the resources required to develop, maintain and operate new capabilities, on the one hand, and their contribution to our end-product quality, on the other hand. As such, we may no longer focus on “Weather-of-Things” and we may move away from our current strategies, as our assessments may be incorrect. If the development of these new technologies and offerings fails, or if they do not deliver expected benefits, our results of operation will be adversely impacted.

We believe that our Weather Intelligence Platform will be substantially improved if we can increase the raw weather data that is collected by using our planned constellation of low-orbit satellites. However, even if we are successful in developing, launching and operating our planned constellation of low-orbit satellites, our belief may not be correct and the collection of weather data from our planned constellation of low-orbit satellites may not improve our Weather Intelligence Platform to the degree we expect. Moreover, our competitors may try to adapt their offerings to more closely align with the features our solution offers. If the data we collect from our planned satellites, or space data, cannot enable us to differentiate our solutions from our competitors’ offering, we may not be able to gain traction in the weather intelligence market. Furthermore, there are public and private enterprises with far greater resources which are adept at space-based activities. They have deployed their own satellites and could start or continue to collect weather data more efficiently and economically. We may not recoup our investments and our entire business could be negatively affected.

To justify the costs of developing the satellite constellation, we also expect that space-based radar and the associated data will allow us to offer additional new services and products and enhance existing ones. If we cannot successfully develop new offerings or assimilate it into existing offerings in a budget-efficient manner, our market position or any advances therein will be difficult to sustain.

Our global approach may not be viable. Geographic areas around the world that are most underserved with weather data may be the least lucrative addressable market for our solution.

We expect that our solution and our planned constellation of satellites could significantly increase observational and forecast capacity for weather data across the globe, particularly regions currently underserved with weather data. However, this requires us to collect and assimilate data through large global-scale models, a challenging prospect with risks including those identified under the heading “We may fail to timely rectify problems in our solution due to its increasing complexity.” We may be unable to successfully sell our Weather Intelligence Platform in markets with most improved weather data quality, as these regions tend to have lower

budget to purchase our solution. These factors could adversely affect our ability to deploy new technologies cost-efficiently and expand our customer base in international markets. Our business prospects and overall results of operations may be adversely impacted.

We may be unable to develop our solutions to meet the growing needs of our current and prospective customers.

Many of our customers have demanding requirements about solution capabilities, features that are customizable for their needs, service levels, and our responsiveness to troubleshoot problems. While we endeavor to provide a SaaS solution that will bring value to our customers by helping them understand the impact of weather on their industries, we may not have the resources to do so sufficiently or in a scalable manner. We may be unable to satisfactorily identify, source and integrate improvements to our existing technology or new products. We may be unable to develop new solutions or enhancements.

In addition, we have endeavored to tailor our product to numerous “industry focus” areas where our customers operate. We may be unable to properly configure our platform to service such industry focuses or to meet our internal aspirational targets for revenue in any particular industry. We may also lack industry expertise to develop useful levels of industry-specific features. Our employees do not necessarily have expertise in these industry focuses to adapt our solution to changing and growing industry needs. For the same reason, we may be unable to effect adequate marketing or sales outreach in each industry. In addition, large enterprise customers tend to have negotiation leverage over us, which would result in lower pricing, the customer’s ability to terminate for convenience, customer audit rights, and our exposure to claims and associated liabilities in many areas. In addition, our growth strategy requires us to capture certain highly concentrated industry focuses, but capturing industry focus value relies on a relatively small number of larger companies and enterprise sales skills, whereas prospective clients will likely behave and buy more as small and medium businesses than as large enterprises. This may adversely impact our financial performance, results of operations and the possibility of profitability.

Our business relies on sales and marketing, and we may not be successful in achieving an adequate level of sales or brand recognition to meet our growth plans.

We are, and our product and services are, relatively new. It requires significant investment in marketing to build brand recognition and a long sales cycle to familiarize the market with us and our offerings. Our sales force may not be able to tap the correct channels, sell to large enterprise and government purchasers, or secure renewals of expiring contracts. We have only started working with resellers, distributors or other intermediaries recently and need to further scale the partnerships with them. We do not currently have placement and revenue-sharing arrangements by which visitors of a given website or other platform could tap a link or follow a widget to find and subscribe to our solution. In addition, we currently do not have a clear marketing strategy as we sell through a variety of models, including individual consumers, small businesses, large enterprises, government, and international customers. If we are not successful enough in any of these areas, cannot resolve and balance the correct mix of such inputs, and do not have the resources required to optimize any of these required initiatives, our business and growth will be negatively impacted.

We may require substantial additional funding or fail to raise capital when needed or on acceptable terms.

Since our inception, we have financed our operations and capital expenditures primarily through raising venture equity. In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants, could have pre-payment penalties and could reduce our operational flexibility or profitability. If the Business Combination is delayed, we may need to raise additional funds to proceed with our

business plan. If the Business Combination is not completed and we are unable to obtain sufficient financial resources, our financial condition and results of operations would be adversely affected. In such event, we may be required to delay, limit, reduce or terminate our development activities or future commercialization efforts. If we are unable to generate such additional funding, or if we are unable to do so on favorable terms, we may not be able to meet our liquidity needs and ultimately generate positive cash flows on our anticipated timeline or at all.

We compete against many weather data providers that are better-known and better-financed than us.

There are many outlets currently available to obtain weather information including the National Oceanic and Atmospheric Administration, or NOAA, AccuWeather, DTN, Earth Networks, The Weather Company/IBM, and Baron. They are government agencies or commercial enterprises that are well known throughout the world, and they are widely viewed as reliable. Many of them have more resources at their command, including more funding, than we do. Compared to the long operating histories of many of our competitors, our brand is relatively new and unknown. An additional difficulty for us in penetrating the market for services with government agencies is that they often lock up contracts for an extended period of time, which can have the effect of sidelining us from competing for certain opportunities until current contracts expire. For example, the NOAA Protech 2020 awards lock-up NOAA weather services for two years plus three add on year options, potentially locking our direct sales to the NOAA for the next few years. The existing weather data providers make it a challenge for us to scale our operation and leave considerably less room for error. The competitive environment also makes it more difficult for us to invest in operations and technologies, survive the competition and achieve profitability. In addition, our competitors and government agencies may be able to provide better data and/or weather forecasts than we are able to, which would significantly impede our business. If we are unable to successfully compete against current and future weather data providers it may adversely impact our financial performance, results of operations and the possibility of profitability.

Although we have set out to disrupt the weather market, we may not successfully compete with our competitors, who may have more resources than we do.

With the introduction of new technologies and market entrants, we expect that the competitive environment of the weather intelligence market will remain intense going forward. Some of our actual and potential competitors have been acquired by larger enterprises and have made, or may make, acquisitions and/or enter into partnerships or other strategic relationships, that enable such competitors to achieve greater economies of scale than or provide more comprehensive services than they were able to individually. In addition, current non-competitors may enter the market through acquisitions, partnerships or strategic relationships to compete with us. As we look to market and sell our products and platform, we must convince current and potential customers that our products and platform are superior to our competitors’.

Our competitors vary in size and in the breadth and scope of the products offered. Many of our competitors and potential competitors including AccuWeather, The Weather Company (owned by IBM), WeatherNews, and DTN, among others, have greater name recognition, longer operating histories, more established customer bases, larger marketing budgets and greater resources than we do. Further, other potential competitors not currently offering competitive solutions may expand their product or service offerings to compete with our products and platform. Our competitors may join forces together or with third parties that may further enhance their resources and product offerings. Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and customer needs. In addition, our competitors could introduce new technology that reduces demand for our products and platform. In addition to product and technology competition, we also face pricing competition. If our competitors offer their solutions at a lower price, we may be forced to lower our pricing.

If we cannot successfully compete with our competitors, our platform may fail to achieve or maintain market acceptance, which would harm our business, results of operations, and financial condition.

The measurements and insights that we incorporate into our product and our industry focuses may not match market demand.

We have developed algorithms so that our SaaS platform can give frequently-refreshed and precise visibility into current conditions and forecasts relating to dozens of weather and environmental parameters such as precipitation, air quality, flood risk, lightening, fire and pollen. We expect our satellites, when launched and operational, to provide additional data on parameters including precipitation, ocean surface winds, ocean surface currents, wind profiles, and wave height. In addition, we have targeted our product for certain industries such as commercial aviation, logistics, sports, on-demand, and utilities, as well as governments and agencies. There can be no assurance that our focus in these respects will be responsive to what we believe is our addressable market or that we will achieve our internal aspirational targets in any particular industry. Any resources we require to shift our business models could be difficult to ascertain, and such shift will be time consuming and expensive. If we cannot capitalize on the right opportunities, our results of operations will be negatively affected.

We may fail to timely rectify problems in our solution due to its increasing complexity.

Our product solution incorporates many products and services including, but not limited to, numerous data streams, in-licensed software programs, third-party tools, Cloud platform, bandwidth, and our proprietary software. We are not in control of all such inputs, which may experience outage or malfunction. We also need highly skilled personnel to operate the complex system, resolve issues as they arise, coordinate with vendor offerings, make improvements, and integrate new and existing features and functionality. Making the solution available for commercial use across different industries is complicated and laden with challenges and potential difficulties. We may not adequately assess and correct the accuracy of our platform output. Despite the best and most carefully orchestrated inputs, natural disasters have become more frequent, more intense, and less predictable. For all of these reasons, our functionality may fail. We may experience malfunctions in our systems. Troubleshooting in such a complex interconnected system will be difficult and time-consuming. We may not continue to reliably maintain adequate service levels or stem system failures or malfunctions. If we cannot timely respond to malfunctions in our solution, the entire system may be taken down and our reputation and customer relationship will suffer.

We rely on third parties for our core product solution and failure of the third parties will adversely impact our ability to provide services to our customers.

Our operation depends on third parties. Currently we rely primarily on government sources for weather observation data. Sources of data are limited and in certain cases there may be only one source. We rely on a public Cloud provider to manage the magnitude of the throughput from disparate geographies used to generate and analyze weather data. We use off-the-shelf or customized software and tools to build and operate our solution. We routinely use third-party email, document management, and similar tools to run our business on a daily basis. Therefore we are vulnerable to unexpected adverse price changes and disruption in obtaining necessary third-party services and data. In addition, certain export laws and regulations that we are subject to could limit our ability to locate additional suppliers and exacerbate our dependence on limited third-party suppliers. See “—We are subject to stringent U.S. export and import control laws and regulations. Unfavorable changes in these laws and regulations or U.S. government licensing policies, our failure to secure timely U.S. government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation.”

Our SaaS platform and application programming interface rely on third-party inputs and complex integration and management of tools and data that may be difficult to sustain.

Our business relies on proprietary weather and environmental models that our developers, engineers and product managers constantly refine. We ingest data from sources around the globe, and we in-license functionality for integration, user interface, storage, compute power, tracking, and a broad range of other needs

from a broad range of suppliers. Our offerings are designed for business and individual customers, all of whom may customize the type and format of information being provided. If we cannot manage the abundance of inputs and workloads that keep our SaaS platform running and responsive, including creating and facilitating workarounds when difficulties are encountered, our SaaS platform will not perform as desired, and we may be unable to maintain and expand our customer base or any competitive advantage.

Direct-to-consumer offerings and related activities and growth on mobile devices depends upon effective use of mobile operating systems, networks and standards that we do not control.

Purchases of our mobile application using mobile devices have increased, and we expect this trend to continue. We make our offerings available through such devices for direct revenue, to create a platform to generate advertising revenue and to enable individuals at large enterprises responsible for procurement to engage with the product. To optimize the mobile experience, we are dependent on our customers downloading our mobile applications for their device or accessing our sites from an Internet browser on their mobile devices. As new mobile platforms are released, it is difficult to predict the problems we may encounter in developing applications for these alternative systems, and we may need to devote significant resources to the creation, support and maintenance of such applications. In addition, our future growth and our results of operations could suffer if we experience difficulties in the future in integrating our mobile applications into mobile devices, if problems arise with our relationships with providers of mobile operating systems or mobile application download stores, such as those of Apple Inc. or Alphabet Inc., if our applications receive unfavorable treatment compared to competing applications, such as our products being displayed lower in order in search engines or mobile application stores, or if we face increased costs to distribute or have customers use our mobile app. We are further dependent on the interoperability of our sites with popular mobile operating systems that we do not control, such as iOS and Android, and any changes in such systems that degrade the functionality of our sites or give preferential treatment to competitive products could adversely affect the usage of our sites on mobile devices. In the event that it is more difficult for our customers to access and use our sites on their mobile devices, or if our customers choose not to access or to use our sites on their mobile devices or to use mobile products that do not offer access to our sites, our direct-to-consumer growth, enterprise growth, and other revenue opportunities could be harmed and our business, financial condition and operating results may be materially adversely affected.

We have not yet deployed satellites and any setbacks we may experience could have a material adverse effect on our business, financial condition and results of operation and could harm our reputation.

The success of our planned data collection to enhance our SaaS platform will depend on our ability to successfully and accurately deploy satellites into orbit. We do not have experience executing space missions, and are currently in the construction phase. Our plan to lower the size, weight, and power requirements associated with radar-equipped satellites may not be easily realizable. We have not yet successfully launched a satellite. There can be no assurance that we will successfully launch on any given timeline or at all. Any failure or setback, particularly on our first or early missions, could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

Additionally, our radar, antenna, and other space technology, along with planned orbits, data transmission and analysis, and other operations, are in development stages. Development processes vary widely from software to hardware. We have traditionally operated as software- as-a-service solutions and lack expertise in developing hardware devices. Our technology is unique, and we have not yet finalized the choice of solutions to support our mission. Several of these technologies are new or have never been tested in space, which is a harsh environment, and may cause technologies that are proven in their current applications to fail for purposes of our data collection efforts. A technology’s or component’s history on prior missions, or its space heritage, is key to assessing risk, and we will not have the benefit of any space heritage for many of the key subcomponents of our instrument that have never been tested in space. The technologies and components may eventually prove to be inadequate to support our data collection goals.

Our satellites have been designed for certain characteristics relating to lifespan, orbit, data collection, data transmission, and other operating functionality all of which are currently under development. We may fail to successfully design and construct hardware and associated systems with adequate quality and durability, which could impact our operational utility including forecasts and resulting revenue. We may be unable to complete the development of and validate this technology for scaled use through actual deployment and testing.

We cannot be sure that we will be able to control and maximize satellite orbit to harvest sufficient data and we may be unable to address malfunctions in our satellite hardware or software once in orbit. Accordingly, there may be an unanticipated reduction in the number of geophysical parameters measured, such that factors other than just precipitation would be missed. Moreover, validation of the collected data is critical to ensure suitability for use in weather models and integration with our proprietary algorithms and validation of data in-orbit may take longer than planned.

These foregoing circumstances may prohibit or delay operations that would contribute to revenue generation. As such, we may not be able to fully realize our business model and our financial results and prospects would be materially adversely affected.

Failures in deployment of our satellites will adversely impact our operations and financial results.

Our satellites will contain complex technology and require highly sophisticated launch vehicles. With current technology, launch failures, explosions and other accidents on launch or during flight have occurred and will likely occur in the future. Such operations remain an inherently hazardous and risky activity. There can be no assurance that we will not experience operational or process failures and other problems, due to various factors including manufacturing or design defects, cyber-attacks, other intentional acts or acts of God, that could result in potential safety risks. We may experience a total loss of our satellites or it may never reach its intended orbit. Additionally, our hardware could sustain damage if there is an accident or failure at launch or during the journey into space, which could adversely impact our results of operations and financial condition. We may not have adequate insurance to cover the loss or damage to a satellite.

Furthermore, maintenance of a constellation of satellites once in space presents its own challenges. Overall data throughout may degrade if the orbits are not maintained properly, or if there is a partial loss of detection, signaling, or transmission capabilities in the satellites. This could cause disruption in our ability to offer our weather intelligence solutions and adverse perception of our weather intelligence solutions’ reliability and accuracy.

Our satellites, if successfully deployed, could fail to perform or perform at reduced levels of service because of technological malfunctions, satellite failures or deficiencies, other performance failures or events and decisions outside of our control, which would seriously harm our reputation, business, financial condition and results of operations.

Satellites utilize highly complex technology and operate in the harsh environment of space and, accordingly, are subject to significant operational risks while in orbit. These risks include malfunctions, or anomalies, that have occurred and may continue to occur in our satellites and/or associated radar payload. Assuming we are successful in developing, launching and operating satellites, exposure of our satellites to an unanticipated catastrophic event, such as a meteor shower, electrostatic storms a collision with space debris, actions by malicious actors, including cyber related, could reduce the performance of, or completely destroy, the affected satellite and/or constellation and subject us to liabilities for any damages caused to other spacecraft. In addition, satellites in low earth orbit have a limited life cycle and they could become compromised over their designated operational life span. Additionally, in certain instances, governments may discontinue for periods of time the access to or operation of a satellite for any particular area on the Earth and for various reasons may not permit transmission of certain data, whether from a satellite owned by the government or not.

It is possible that the actual commercial service lives of our satellites will be shorter than anticipated. In addition, any improvements in technology may make obsolete existing satellites or any component of existing satellites prior to the end of their lives. If our satellites and related equipment were to have shorter useful lives than we currently anticipate, this may lead to increased expenses from earlier than expected replacement satellites and/or declines in actual or planned revenues, which would have a material adverse effect on our business, financial condition, and results of operations.

Some of the principal satellite anomalies that may affect the actual commercial service lives of our satellites include:

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Mechanical and electrical failures due to manufacturing error or defect, including:

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mechanical failures that degrade the functionality of a satellite, such as the failure of solar array panel drive mechanisms, rate gyros, or momentum wheels;

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ARENA radar failures

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antenna failures and defects that degrade the communications capability of the satellite;

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circuit failures that reduce the power output of the solar array panels on the satellites;

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failure of the battery cells that power the payload and spacecraft operations during daily solar eclipse periods;

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power system failures that result in a shutdown or loss of the satellite;

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avionics system failures, including GPS, that degrade or cause loss of the satellite;

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control system failures that degrade or cause the inoperability of the satellite;

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transmitter or receiver failures that degrade or cause the inability of the satellite to communicate with our ground stations;

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communications system failures that affect overall system capacity;

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satellite computer or processor re-boots or failures that impair or cause the inoperability of the satellites; and

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radio frequency interference emitted internally or externally from the spacecraft affecting the communication links.

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Equipment degradation during the satellite’s lifetime, including:

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degradation of the batteries’ ability to accept a full charge;

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degradation of solar array panels due to radiation;

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general degradation of the radar, antenna, and other components resulting from operating in the harsh space environment or other factors, such as from solar flares;

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degradation or failure of reaction wheels;

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degradation of the thermal control surfaces;

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degradation and/or corruption of memory devices; and

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system failures that degrade the ability to reposition the satellite.

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Deficiencies of control or communications software, including:

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failure of the charging algorithm that may damage the satellite’s batteries;

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problems with the communications functions of the satellite;

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limitations on the satellite’s digital signal processing capability that limit satellite communications capacity; and

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problems with the fault control mechanisms embedded in the satellite.

Assuming we are successful in developing, launching and causing our satellites to be operational, it is likely we will experience anomalies in some of the categories described above. The effects of these anomalies include, but are not limited to, failure of the satellite, failure of the payload, degraded communications performance, reduced power available to the satellite in sunlight and/or eclipse, battery overcharging or undercharging and limitations on satellite communications capacity. Anomalies or malfunctions may render our satellites’ service insufficient to meet all of our customers’ needs or cause temporary or permanent service interruptions, and we may need to potentially blackout or reduce service to certain customers, which would adversely affect our relationships with our customers and result in loss of revenues. In addition, while certain software deficiencies may be corrected remotely, most, if not all, of the satellite anomalies or debris collision damage cannot be corrected once a satellite is placed in orbit. Even if we are successful in developing, launching and causing our satellites to be operational, any satellite anomalies in the future may result in monetary losses, delays, and impairment of services, all of which may adversely affect our business, financial condition, and results of operations.

We rely on third parties to control other key inputs for satellite deployment like development, manufacture, and operations, and any disruption in the operation of these facilities could adversely affect our business.

We partner with third parties with the necessary experience to design technologies and manufacture components that will be effective for our solution, but third parties may not be available due to the cost and time constraint and novelty of our mission. We may fail to implement third-party technology or components effectively. We have experienced, and may continue to experience delays, and our technology may not be operational. We cannot be sure that the third parties we contract with to supply these technologies or components will deliver technologies or components that are optimized for our purposes or effective at all for our purposes. These risks could force us to halt our planned operations or continued expansion of those planned operations. It could have a material adverse effect upon our business, results of operations and financial condition and could cause us to lose any opportunity to gain market share in our industry.

We procure services from third parties that we believe are capable of providing key inputs for the operation of our satellite program. These third parties may be unable to effectively provide the services for which they are contracted, or those providers may not be able to properly integrate with those of other providers. The third-party owners and operators of these current and future facilities do not guarantee that our satellite launches will be successful or that our customers’ access to our weather intelligence solutions will be uninterrupted, error-free, or secure.

Additionally, there are a limited number of entities that provide inputs to support our satellite deployment. As we continue to expand our operations, they may not be able to scale their production to accommodate our increased demand, which may impede our ability to grow our business and scale our operations. We will rely on third parties to launch our satellite constellation into orbit. Launch capacity is limited and the regulatory and licensing requirements are extensive. Currently there are only a handful of companies who offer launch services, and if this sector of the space industry does not grow, is at risk of or goes out of business, or there is consolidation among these companies, we may not be able to secure space on a launch vehicle or such space may be more costly. Earlier launch dates may not be available, and if available, may be more expensive. Any delay or disruption could significantly impact our timeline as rescheduling may not be available, and delays in launch timing could prevent us from securing space in our preferred orbits. If our third-party agreements are terminated, if there is a delay in service or damage to satellite hardware, or if for any reason or if their services are disrupted, we could experience disruption in our ability to offer our weather intelligence solutions, causing adverse

perception of our solutions’ reliability. Further, in the event that a launch is delayed, our ability to add functionality and value to our solution on our planned timeline may be impacted. Specifically, these circumstances could hinder the development and information gathering we hope to accumulate with each launch, which could require us to continue to rely on current data collection, potentially leading to extra cycles and costs with respect to research and development. We may be required to retain the services of replacement providers, which may or may not be available and could cause interruptions in access to our solutions as well as delays and additional expense, and harm our business and reputation.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2020, we had approximately $56 million of U.S. federal and approximately $61 million of state net operating loss carryforwards available to reduce future taxable income. Federal net operating losses incurred before December 31, 2017, may be carried forward for 20 years. Due to the Tax Cuts and Jobs Act, for tax years beginning after December 31, 2017, net operating losses may be carried forward indefinitely but may only offset up to 80% of taxable income in a given year. State net operating losses expire during various years through 2037. Of the federal net operating losses totaling $56 million, $2 million will expire on 2036-2037, with the remaining net operating losses carried forward indefinitely. It is possible that we will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the U.S. Tax Code, respectively, and similar provisions of state law. Under those sections of the U.S. Tax Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. The Company experienced an “ownership change”, as defined in IRC section 382, on November 15, 2017 and October 29, 2020. These changes in ownership subject the Company to the general limitations imposed by section 382. We have not yet undertaken an analysis of whether the Business Combination constitutes an “ownership change” for purposes of Section 382 and Section 383 of the U.S. Tax Code.

If we are unable to obtain or maintain approvals, licenses or certifications from regulatory authorities it will negatively impact our business.

Our current and planned business activities, including satellite launch and use of frequencies and ground communications stations, are subject to regulatory oversight. We need to undergo review by, and obtain licenses, permits, registration from various regulatory bodies, including the Federal Communications Commission, the International Telecommunications Union, Department of Defense, and the National Oceanic and Atmospheric Administration. We have not obtained licenses or otherwise complied with such regulatory requirements and lack experience working with such regulatory authorities. Any delay or failure to clear regulatory hurdles will hold back our space operations and introduce risks to our plan.

We are subject to stringent U.S. export and import control laws and regulations. Unfavorable changes in these laws and regulations or U.S. government licensing policies, our failure to secure timely U.S. government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation.

Our business is subject to stringent U.S. import and export control laws and regulations as well as economic sanctions laws and regulations. We are required to import and export our products, software, technology and services, as well as run our operations in the United States, in full compliance with such laws and regulations, which include the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations (“ITAR”), and economic and trade sanctions administered by the U.S. Treasury Department’s Office of Foreign

Assets Control. Similar laws that impact our business exist in other jurisdictions. These U.S. and foreign trade controls may prohibit, restrict, or regulate our ability to, directly or indirectly, export (including deemed exports), reexport (including deemed reexports), or transfer certain hardware, technical data, technology, software, or services to certain countries and territories, governments, entities, or individuals, and for certain end-uses. If we are found to be in violation of these laws and regulations, it could result in civil and/or criminal monetary and non-monetary penalties, such as fines, loss of export or import privileges, federal contracting debarment, and reputational harm.

Pursuant to these trade control laws and regulations, we are required, among other things, to (i) maintain a registration under the ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, technical data, and technology, and (iii) obtain licenses or fulfill the requirements of other forms of U.S. government authorization to engage in our operations. The authorization requirements include the need to get permission to release controlled technology to foreign person employees and other foreign persons. Changes in U.S. and foreign trade control laws and regulations, including reclassifications of our products or technologies, may restrict our operations. Complying with export control and sanctions laws may be time consuming and may result in the delay or loss of sales opportunities. The inability to secure and maintain necessary licenses or other authorizations could negatively impact our ability to compete successfully or to operate our business as planned. Any changes in the export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations.

Future investments in the combined company may be subject to U.S. enforcement under foreign investment regulations.

Under the “Exon-Florio Amendment” to the U.S. Defense Production Act of 1950, as amended (the “DPA”), the U.S. President has the power to disrupt or block certain foreign investments in U.S. businesses if he determines that such a transaction threatens U.S. national security. The Committee on Foreign Investment in the United States (“CFIUS”) has been delegated the authority to conduct national security reviews of certain foreign investments. CFIUS may impose mitigation conditions to grant clearance of a transaction.

The Foreign Investment Risk Review Modernization Act (“FIRRMA”), enacted in 2018, amended the DPA to, among other things, expand CFIUS’s jurisdiction beyond acquisitions of control of U.S. businesses. Under FIRRMA, CFIUS also has jurisdiction over certain foreign non-controlling investments in U.S. businesses that have involvement with critical technology or critical infrastructure, or that collect and/or maintain sensitive personal data of U.S. citizens (“TID U.S. Businesses”), if the foreign investor receives specified triggering rights in connection with its investment. We are a TID U.S. Business because we develop and design technologies that would be considered critical technologies. Certain foreign investments in TID U.S. Businesses are subject to mandatory filing with CFIUS. The potential restrictions on the ability of foreign persons to invest in us could limit our ability to engage in strategic transactions that could benefit our stockholders, including a change of control, and could also affect the price that an investor may be willing to pay for our common stock. As a general matter, such scrutiny and concomitant delays and conditions could make investment in us less attractive to certain investors.

Failure to comply with government immigration regulations and adverse changes in such regulations may materially affect our workforce and limit our supply of qualified professionals or increase our cost of securing necessary workers.

Our success and future growth depend upon the continued services of our team and other key employees. Our founders, Shimon Elkabetz, Rei Goffer and Itai Zlotnik, are critical to our overall strategic direction, our culture, and the development of key products, partnerships and relationships. Our founders are citizens of Israel and permanent residents of the United States. Any change in the U.S. immigration regulation that adversely impact their immigration status, or the loss of immigration status by any of our founders, one or more members of our senior management, or other key employees for any other reason, could harm our business and we may not

be able to find adequate replacements. In those circumstances, we may have to seek special licenses for their access to certain sensitive information.

We recruit professionals on a global basis and must comply with the immigration laws in the countries in which we operate, including the U.S. Should we wish to pursue them, statutory law limits the number of new H1-B temporary work permit petitions that may be approved in a fiscal year. Furthermore, there is a possibility that the current U.S. immigration visa program may be significantly overhauled, and the number of H1-B visas available, as well as the process to obtain them, may be subject to significant change. Any resulting changes to this visa program could impact our ability to recruit, hire and retain qualified skilled personnel. If we are unable to obtain work visas in sufficient quantities or at a sufficient rate for a significant period of time, our business, operating results and financial condition could be adversely affected.

We may fail to comply with other laws and regulations to which our business is subject.

Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, privacy, cybersecurity and data protection laws, anti-bribery laws, import and export controls, federal securities laws and tax laws and regulations. In certain foreign jurisdictions, these regulatory requirements may be more stringent than those in the United States. These laws and regulations are subject to change over time, and we must continue to monitor and dedicate resources to ensure continued compliance. Non-compliance with applicable regulations or requirements could subject us to litigation, investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, operating results, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

Our sales to government entities are subject to a number of challenges, requirements and risks.

We sell our solutions to U.S. federal, state and local, and foreign governmental agency customers, including the U.S. Air Force (“USAF”) and the National Aeronautics and Space Administration (“NASA”), and we may increase sales to existing and additional government entities in the future. Sales to government entities are subject to a number of challenges, requirements and risks. Selling to government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale. Contracts and subcontracts with government agency customers are subject to procurement laws and regulations relating to the award, administration, and performance of those contracts. For example, we have secured some professional services contracts with federal agencies under the Small Business Innovation Research program, or SBIR, but we may in the future lose our SBIR designation and will no longer be eligible for these programs. We do not have cost systems and controls that are frequently required for federal contracts, and as such we may not be able to compete for many of these contracts and the investment required to execute the programs. Government demand and payment for our solutions are affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our solutions. We may be subject to audit or investigations relating to our sales to government entities, and any violations could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refunds of fees received, forfeiture of profits, suspension of payments, fines, and suspension or debarment from future government business including business with governmental agencies across the country involved. Government entities may have statutory, contractual or other legal rights to terminate contracts with us for convenience or due to a default. Government entities may also make claims to jointly developed intellectual property that limits our ability to commercialize new and existing developments, impose special disclosure and accounting requirements on us, impose requirements to comply with various socioeconomic policies that may subject us to a range of claims, and procure alternate services at

our expense in the event of default. Any of these risks relating to our sales to governmental entities could adversely impact our future sales and operating results.

We may be unable to administer ongoing government contracts or subcontracts in full compliance with applicable regulations. Such contracts could conflict with other company efforts or contracts, including as arising from the U.S. government’s prioritization of certain national defense-related contracts through the Defense Priorities and Allocations System.

Our international operations and planned expansion create increased economic risks, the potential for adverse tax consequences, cross-cultural and political obstacles, and other legal compliance and business risks.

The global nature of our business creates various domestic and local regulatory challenges. The Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit U.S.-based companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business to non-U.S. officials (which is broadly defined), or in the case of the U.K. Bribery Act, to any person. In addition, U.S.-based companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. We operate in areas that historically have experienced higher levels of corruption by government officials and, in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. Changes in applicable laws could result in increased regulatory requirements and compliance costs that could adversely affect our business, financial condition and operating results. Although we take steps to ensure compliance, we cannot guarantee that our employees, resellers, agents, or other intermediaries will not engage in prohibited conduct that could render us responsible under the FCPA, the U.K. Bribery Act, or other similar laws or regulations in the jurisdictions in which we operate. If we are found to be in violation of these anti-bribery laws (either due to acts or inadvertence of our employees, or due to the acts or inadvertence of others), we could suffer criminal or civil penalties or other sanctions, which could have a material adverse effect on our business.

As a multinational corporation, we are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in both the United States and various foreign jurisdictions. Our domestic and international tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and the timing of recognizing revenues and expenses. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file and changes to tax laws. From time to time, we are subject to income and non-income tax audits. While we believe we have complied with all applicable income tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes. Should we be assessed with additional taxes, there could be a material adverse effect on our business, operating results, and financial condition.

Our future effective tax rate may be affected by such factors as changes in tax laws, regulations, or rates, changing interpretation of existing laws or regulations, the impact of accounting for share-based compensation, the impact of accounting for business combinations, changes in our international organization, and changes in overall levels of income before tax. In addition, in the ordinary course of our global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. We cannot ensure that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals.

Our business may not be sufficiently insured against natural disasters, public health crises, political crises or other unexpected events that may have an impact on the Company.

We may not be able to obtain or maintain adequate insurance to cover the various risks we are facing. Natural disasters and other adverse weather and climate conditions, public health crises, political crises, terrorist

attacks, cyberattack, war and other political instability, rogue behavior in space including missiles or explosives that could directly or through resulting fallout endanger our satellites, or other unexpected events could disrupt our operations, delaying launch of our satellites, damage our system or prevent short- or long-term access to our platform and data. We may incur losses defending potential legal and governmental proceedings. Many of our contracts allow for uncapped liability and indemnification. There may be certain types of losses that we do not insure against because they are either uninsurable or not insurable on commercially reasonable terms. Should an uninsured event or a loss in excess of our insured limits occur, or if any of our insurance providers becomes insolvent, we would need to bear the costs.

Our key business measures are likely to fluctuate quarterly, seasonally, and/or based on recognition of revenue over the life of a contract.

Our results of operations may fluctuate, in part, because of the resource-intensive nature of our sales efforts, the length and variability of the sales cycle for our platform and the difficulty in making short-term adjustments to our operating expenses. Many of our customers are large enterprises or governments, whose purchasing decisions, budget cycles and constraints and evaluation processes are unpredictable and outside of our control. The length of our sales cycle, from initial evaluation to payment for our subscriptions can range from several months to over a year and can vary substantially from customer to customer. Our sales efforts involve significant investment of resources in field sales, partner development, marketing and educating our customers about the use, technical capabilities and benefits of our platform and services. Customers often undertake a prolonged evaluation process, which could involve not only our platform but also those of other companies or the consideration of internally developed alternatives including those using publicly available weather data. Some of our customers initially deploy our platform on a limited basis, with no guarantee that they will deploy our platform widely enough across their organization to justify our substantial pre-sales investment. As a result, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. Large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. If our sales cycle lengthens or our substantial upfront investments do not result in sufficient revenue to justify our investments, our operating results could be adversely affected.

If expectations for our business turn out to be inaccurate, our revenue growth may be adversely affected over time, and we may not be able to adjust our cost structure on a timely basis and our cash flows and results of operations may suffer.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Tomorrow.io’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by Tomorrow.io. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or GAAP. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Tomorrow.io and PTAC and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of Tomorrow.io’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: significant domestic and international competition, increased use of competitive products, failure of our satellite program, lower than projected demand from countries and regions currently underserved by weather data, impact of COVID-19 pandemic on our operation and our customers, the deterioration of the financial position of our key customers, currency fluctuations, unexpected software failures and other business interruptions, successful management and retention of key personnel, unexpected expenses, lower than expected proceeds from the PIPE Investment and Trust Account and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Our existing intellectual property may be insufficient to support our growth plans.

Our growth plan includes new offerings. Our existing intellectual property portfolio may be inadequate to support our planned growth. Those demands on our intellectual property portfolio may also materially adversely affect our ability to manage and commercialize our existing products. If we cannot proactively identify the gaps between our intellectual property portfolio and the technology requirements of our existing and planned product offerings, invest in in-house research and development, and acquire or license necessary intellectual property from third-parties, we may be unable to respond quickly enough to the changing demands that our growth will impose on our intellectual property portfolio, which could harm our business, financial condition and results of operations.

We may fail to protect our intellectual property rights in government or other contracts or in other respects.

The success of our business depends on our ability to protect and enforce our intellectual property and proprietary rights, including our rights in patents and patentable inventions, trademarks, works of authorship, and trade secrets, know-how and other confidential information, throughout the world. We attempt to protect our intellectual property under applicable laws, and through a combination of administrative, technical, and physical security measures, contractual provisions and other methods, all of which offer only limited protection and may prove to be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use or disclosure. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create products and services that compete with ours or otherwise harm our business. Some license provisions protecting against unauthorized use, copying, transfer, reverse engineering, and disclosure of our technology may be unenforceable under the laws of certain jurisdictions and foreign countries. Further, the laws of some countries do not protect intellectual property and proprietary rights to the same extent as the laws of the United States. In expanding our international activities, our exposure to unauthorized copying and use of our technology and proprietary information may increase.

As of November 30, 2021, we had five issued patents, all five of which are in the United States, and ten pending applications, seven of which are in the United States. Generally, U.S. patents issue for fixed terms and cannot be renewed. Utility patents have a term of 20 years from their earliest effective date. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. We may choose not to seek patent protection for certain inventions and may choose not to pursue patent protection in certain jurisdictions. Furthermore, it is possible that our patent applications may not result in issued patents, that the scope of the claims in our issued patents will be insufficient or not have the coverage originally sought, that our issued patents will not provide us with any or the desired competitive advantages, and that our issued patents and other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. In addition, issuance of a patent does not guarantee that we have an absolute right to practice our patented technology, or that we have the right to exclude others from practicing our patented technology. As a result, we may not be able to obtain adequate patent protection or to enforce our issued patents effectively.

In addition to patented technology, we rely on our unpatented proprietary technology and trade secrets. Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to

misappropriate, reverse engineer or otherwise obtain and use them. The contractual provisions that we enter into with employees, consultants, partners, vendors and customers may not prevent unauthorized use or disclosure of our proprietary technology or trade secrets and may not provide an adequate remedy in the event of unauthorized use or disclosure of our proprietary technology or trade secrets.

Moreover, policing unauthorized use of our technologies, solutions and intellectual property is difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. We may be unable to determine the extent of any unauthorized use or infringement of our solutions, technologies or intellectual property rights.

From time to time, legal action may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the intellectual property rights of others or to defend against allegations of infringement or invalidity. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating results, financial condition and cash flows. If we are unable to protect or enforce our intellectual property rights, our business, operating results and financial condition will be harmed.

Our use of “open source” software could adversely affect our ability to offer our products and services and subject us to possible litigation.

We use open-source software in connection with our SaaS platform. Companies that incorporate open-source software into their technologies have, from time to time, faced claims challenging the use of open-source software and/or compliance with open-source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open-source software or claiming noncompliance with open-source licensing terms. Some open-source software licenses require users who distribute software containing open-source software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open-source code, which could include valuable proprietary code of the user, on unfavorable terms or at no cost. While we try to ensure that no open-source software is used in a manner that would require us to disclose our internally developed source code, including that of our SaaS platform, or that would otherwise breach the terms of an open-source license agreement, such use could inadvertently occur, in part because of the volume of open-source software that we use and the ambiguity of license terms. In addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source software licensors generally do not provide warranties or controls on the origin of software which, thus, may contain security vulnerabilities or infringing or broken code. Any requirement to publicly disclose our internally developed source code or pay damages for breach of contract could have an adverse effect on our business, financial condition and results of operations and could help our competitors develop services that are similar to or better than ours.

We may receive claims that we are violating the intellectual property rights of others.

Third parties may claim that our platform and product infringe their intellectual property rights, and such claims may result in legal claims against us and our technology partners and customers. These claims may damage our brand and reputation and create liability for us. We expect the number of such claims to increase as the functionality of our platform overlaps with that of other products and services, as our brand becomes more prominent for weather intelligence and climate security, and as the volume of issued patents and patent applications continues to increase.

Companies in the software and technology industries own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against

them. Furthermore, patent holding companies, non-practicing entities, and other adverse patent owners that are not deterred by our existing intellectual property protections may seek to assert patent claims against us. We have received, and may in the future receive, notices that claim we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we may face a higher risk of being the subject of intellectual property infringement claims.

We may also face exposure to third-party intellectual property infringement, misappropriation, or violation actions if we engage software engineers or other personnel who were previously engaged by competitors or other third parties and those personnel inadvertently or deliberately incorporate proprietary technology of third parties into our products. In addition, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market and support potential products or enhancements, which could severely harm our business. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in us having to stop using technology found to be in violation of a third party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our cost of goods sold and reduce our margins. Alternatively, we could be required to develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or features of our platform or any of our other products. If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced to limit the functionality of our platform. Any of these results would adversely affect our business, operating results and financial condition.

Comprehensive U.S. tax reform legislation could adversely affect our business and financial condition.

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service, or IRS, and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock. In recent years, many changes have been made and changes are likely to continue to occur in the future.

Additional changes to U.S. federal income tax law are currently being contemplated, and future changes in tax laws could have a material adverse effect on our business, cash flow, financial condition or results of operations. It cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be enacted, or regulations and rulings may be enacted, promulgated or issued under existing or new tax laws, which could result in an increase in our or our stockholders’ tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof.

We may face exposure to foreign currency exchange rate fluctuations.

We have transacted in foreign currencies and expect to transact in foreign currencies in the future. In addition, our international subsidiaries maintain assets and liabilities that are denominated in currencies other than the functional operating currencies of these entities. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar will affect our revenue and operating results due to transactional and translational remeasurement that is reflected in our earnings. As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and results of operations. In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our common stock could be adversely affected. We do not currently maintain a program to hedge transactional exposures in foreign currencies. However, in the future,

if we use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates, such use may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

The COVID-19 pandemic could continue to negatively affect many aspects of our business.

Beginning in late 2019 and early 2020, a novel strain of coronavirus (“COVID-19”) emerged and caused a global pandemic. Any outbreak of contagious diseases or other adverse public health developments, including new strains or variants of COVID-19 could have a material adverse effect on our business operations. These impacts to our operations have included and may again in the future include pay cuts, termination of business and employment relationships, disruptions or restrictions on the ability of our employees’ and customers’ to travel or our ability to pursue collaborations and other business transactions, travel to customers and/or conduct live demonstrations of our products, or oversee the activities of our third-party manufacturers and suppliers. Additionally, some of our key verticals have suffered from the pandemic more than others, such as aviation and sports. This resulted in slower-than expected sales growth in 2020, which could recur. Working from home also made it more challenging to maintain our culture. We may also be impacted by the temporary closure of the facilities of suppliers, manufacturers or customers.

In an effort to halt the outbreak of COVID-19, a number of countries have placed significant restrictions on travel and many businesses have announced extended closures. These travel restrictions and business closures have and may in the future adversely impact our operations locally and worldwide, including our ability to develop, market, sell or distribute our products. Such restrictions and closure have caused or may cause temporary closures of the facilities of our suppliers, manufacturers or customers. Additional disruption in the operations of our employees, suppliers, customers, manufacturers or access to customers would likely impact our sales and operating results. We are continuing to monitor and assess the effects of the COVID-19 pandemic on our commercial operations; however, we cannot at this time accurately predict what effects these conditions will ultimately have on our operations due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak and speed of vaccinations, the emergence of new variants, and the length of the travel restrictions and business closures imposed by the governments of impacted countries. Although we now have in place processes that better lend themselves to a remote workforce, we cannot ensure that we will be able to continue to recruit, or maintain or bolster internal or external relationships, in an effective manner. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and likely impact our operating results.

We may experience security or cybersecurity breaches or unauthorized access to our data resulting in disruption or loss to our platform, services and data.

Security incidents have become more prevalent across industries and may occur on our systems, or on the systems of third parties we use to host our SaaS solutions that we use in the operation of our business, or on those third-party hosting platforms on which our customers’ host their systems. These security incidents may be caused by or result in but are not limited to security breaches, computer malware or malicious software, ransomware, computer hacking, denial of service attacks, security system control failures in our own systems or from vendors we or our customers use, email phishing, software vulnerabilities, social engineering, sabotage, drive-by downloads and the malfeasance of our own or our customers’ employees. Any security breach could potentially affect a significant amount of our customers. The consequences of a security incident may be more severe if customers have chosen to configure our platform to collect and store, or otherwise provide us with, confidential, personal, sensitive or proprietary information. Such security incidents, whether intentional or otherwise, may result from actions of employees, hackers, criminals, nation states, vendors, contractors,

customers or other threat actors. Although we have taken significant measures to detect, effectively remediate and prevent future phishing and other attacks and security threats, we cannot be certain that our efforts will be effective to prevent and remediate all attacks and security threats.

Cyber incidents have been increasing in sophistication and frequency and can include employees or third parties gaining access to employee or customer data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, card skimming code, and other deliberate attacks and attempts to gain unauthorized access. As a result, unauthorized access to, security breaches of, or denial-of-service attacks against our platform could result in the unauthorized access to or use of, and/or loss of, such data, as well as loss of intellectual property, customer data, employee data, trade secrets, or other confidential or proprietary information.

We and certain of our service providers have experienced and may in the future experience disruptions, outages and other performance problems on our internal systems due to service attacks, unauthorized access or other security related incidents. Any security breach or loss of system control caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss, modification or corruption of data, software, hardware or other computer equipment and the inadvertent transmission of computer malware could harm our business, operating results and financial condition, and expose us to claims arising from loss or unauthorized disclosure of confidential or personal information or data and the related breach of our contracts with customers or others, or of privacy or data security laws. If an actual or perceived security incident occurs, the market perception of the effectiveness of our security controls could be harmed, our brand and reputation could be damaged, we could lose customers, and we could suffer financial exposure due to such events or in connection with remediation efforts, investigation costs, regulatory fines including fines assessed under the European General Data Protection Regulation, or GDPR, or other privacy laws, private lawsuits and changed security control, system architecture and system protection measures.

We may in the future experience disruptions, outages and other performance problems on our platform due to service attacks, unauthorized access or other security related incidents. Any security breach or loss of system control caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss, modification or corruption of data, software, hardware or other computer equipment and the inadvertent transmission of computer malware could disrupt the services that we provide to our customers, harm our customers’ business, operating results and financial condition, and expose us to claims from our customers for the damages that result, which could include, without limitation, claims arising from loss or unauthorized access, acquisition or disclosure of confidential or personal information or data and the related breach of privacy or data security laws. If an actual or perceived security incident occurs, the market perception of the effectiveness of our security controls could be harmed, our brand and reputation could be damaged, we could lose customers, and we could suffer financial exposure due to such events or in connection with remediation efforts, investigation costs, regulatory fines including fines assessed under GDPR or other privacy laws, private lawsuits and changed security control, system architecture and system protection measures.

We may need to bolster administrative, technical, and physical security measures, as well as policies and procedures to contractually require third parties to whom we transfer data to implement and maintain appropriate security measures. We may not employ adequate methods at different layers of our systems to defend against intrusion and attack and to protect our data. In particular, we may need to enhance our current security protocols, in order to service certain highly-regulated U.S. federal clients. In addition, because the techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until they are launched against or even penetrate a target, we may be unable to anticipate these techniques or to implement adequate preventative measures that will be sufficient to counter all current and emerging technology threats. We may therefore experience security breaches that may remain undetected for extended periods of time. A vendor breach could spread to our own systems or affect our operations or financial systems in material ways we cannot yet anticipate.

Because data security is a critical competitive factor among technology companies, we make statements in our privacy policies and in our marketing materials, describing the security of our platform, including descriptions of certain security measures we employ, or security features embedded within our products, or otherwise protective of our platform. Should any of these statements be untrue, become untrue, or be perceived to be untrue, even if through circumstances beyond our reasonable control, or if any of these security measures or features prove to be ineffective or are perceived to be ineffective, we may face claims, including claims of unfair or deceptive trade practices or breach of regulations including GDPR, brought by the U.S. Federal Trade Commission, state, local or foreign regulators (e.g., a European Union-based data protection authority) or private litigants.

If any unauthorized access to our systems or data, security breach, or significant denial-of-service attack occurs or is believed to have occurred, our reputation and brand could be damaged, we could be required to expend significant capital and other resources to alleviate problems caused by such actual or perceived breaches or attacks and remediate our systems, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability, some or all of which may not be covered by insurance, and our ability to operate our business may be impaired. We have in the past experienced, and may in the future experience, data security incidents affecting personal information, as well as denial-of-service attacks against our platform.

Any actual or perceived failure by us to comply with stringent and evolving privacy laws or regulatory requirements in one or multiple jurisdictions, privacy and information security policies and contractual obligations could adversely impact our business.

We are subject to federal, state, and international laws, regulations and standards relating to the collection, use, disclosure, retention, security, transfer and other processing of personal data. The legal and regulatory framework for privacy, data protection and security issues worldwide is rapidly evolving and as a result implementation standards, potential fines, enforcement practices and litigation risks are likely to remain uncertain for the foreseeable future. In addition, our contracts with customers may include specific obligations regarding the protection of confidentiality and the permitted uses of personally identifiable and other proprietary information.

Internationally, jurisdictions in which we operate have established their own privacy, data protection and/or data security legal framework with which we or our customers must comply, including but not limited to the European Union. In the EU, data protection laws are stringent and continue to evolve, resulting in possible significant operational costs for internal compliance and risk to our business. The EU has adopted the GDPR, which became effective and enforceable across all then-current member states of the EU on May 25, 2018 and contains numerous requirements and changes from prior EU law, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies. Specifically, the GDPR introduced numerous privacy-related changes for companies operating in the EU, including heightened notice and consent requirements, greater rights of data subjects (e.g., the “right to be forgotten”), increased data portability for EU consumers, additional data breach notification and data security requirements, requirements for engaging third-party processors, and increased fines. In particular, under the GDPR, fines of up to 20 million euros or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements, such as failure to accurately maintain required documentation as a data processor or controller under Article 30 and other provisions of the GDPR. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages. The GDPR applies to any company established in the EU as well as any company outside the EU that processes personal data in connection with the offering of goods or services to individuals in the EU or the monitoring of their behavior. Moreover, the GDPR requirements apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, including employee information. Following the U.K.’s withdrawal from the EU on January 31, 2020, and the end of the transitional arrangements agreed between the U.K. and EU as of January 1, 2021, the GDPR has been incorporated into U.K. domestic law by

virtue of section 3 of the European Union (Withdrawal) Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (‘U.K. GDPR’). U.K.-based organizations doing business in the EU will need to continue to comply with the EU GDPR. Further, there is uncertainty with regard to how data transfers to and from the U.K. will be regulated.

In addition to the GDPR, the EU also is considering another draft data protection regulation. The proposed regulation, known as the Regulation on Privacy and Electronic Communications, or ePrivacy Regulation, would replace the current ePrivacy Directive. Originally planned to be adopted and implemented at the same time as the GDPR, the ePrivacy Regulation has been delayed but could be enacted sometime in the relatively near future. While the new regulation contains protections for those using communications services (for example, protections against online tracking technologies), the potential timing of its enactment significantly later than the GDPR means that additional time and effort may need to be spent addressing differences between the ePrivacy Regulation and the GDPR. New rules related to the ePrivacy Regulation are likely to include enhanced consent requirements in order to use communications content and communications metadata, as well as obligations and restrictions on the processing of data from an end-user’s terminal equipment, which may negatively impact our product offerings and our relationships with our customers.

Preparing for and complying with the evolving application of the GDPR and the ePrivacy Regulation (if and when it becomes effective) has required and will continue to require us to incur substantial operational costs and may require us to change our business practices. Despite any efforts to bring practices into compliance with the GDPR and before the effective date of the ePrivacy Regulation, we may not be successful either due to internal or external factors such as resource allocation limitations. Non-compliance could result in proceedings, fines or penalties against us by governmental entities, customers, data subjects, consumer associations or others.

Additionally, the GDPR imposes strict rules on the transfer of personal data outside of the EU to countries that do not ensure an adequate level of protection, like the U.S. (so-called “third countries”). These transfers are prohibited unless an appropriate safeguard specified by the GDPR is implemented, such as the Standard Contractual Clauses (SCCs) approved by the European Commission or binding corporate rules, or a derogation applies. The Court of Justice of the European Union (the “CJEU”) recently deemed that transfers made pursuant to the EU SCCs and other alternative transfer mechanisms, including binding corporate rules, need to be analyzed on a case-by-case basis to ensure EU standards of data protection are met in the jurisdiction where the data importer is based, and there continue to be concerns about whether these transfer mechanisms will face additional challenges. European regulators have issued recent guidance following the CJEU case that imposes significant new diligence requirements on transferring data outside the EU, including under an approved transfer mechanism. This guidance requires an “essential equivalency” assessment of the laws of the destination country transferred. If essentially equivalent protections are not available in the destination country, the exporting entity must then assess if supplemental measures can be put in place that, in combination with the chosen transfer mechanism, would address the deficiency in the laws and ensure that essentially equivalent protection can be given to the data. While we may have taken steps to mitigate the impact on us with respect to transfers of data, the validity of these transfer mechanisms remains uncertain. Complying with this guidance as it exists today and evolves will be expensive and time consuming and may ultimately limit certain aspects of our business, which would cause significant business disruption for ourselves and our customers and potentially require the changes in the way our products are configured, hosted and supported.

In the U.S., California enacted the California Consumer Privacy Act (“CCPA”), on June 28, 2018, which became effective on January 1, 2020. The CCPA gives California residents rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business.

Additionally, a new California ballot initiative, the California Privacy Rights Act, or “CPRA,” was passed in November 2020. Effective starting on January 1, 2023, the CPRA imposes additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. The effects of the CCPA and the CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation.

Certain other state laws impose similar privacy obligations, and we also anticipate that more states to may enact legislation similar to the CCPA, which provides consumers with new privacy rights and increases the privacy and security obligations of entities handling certain personal information of such consumers. The CCPA has prompted a number of proposals for new federal and state-level privacy legislation. Such proposed legislation, if enacted, may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies. Virginia has recently passed its own data protection law, the Consumer Data Protection Act, which will go into effect on January 1, 2023, at the same time as the CPRA. The Virginia Consumer Data Protection Act is similar to the CCPA with respect to its requirements and provides for civil penalties; however, there is no private right of action.

The regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial and other personal information, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our services and platform capabilities. Any failure or perceived failure by us, or any third parties with which we do business, to comply with our posted privacy policies, changing consumer expectations, evolving laws, rules and regulations, industry standards, or contractual obligations to which we or such third parties are or may become subject, may result in actions or other claims against us by governmental entities or private actors, the expenditure of substantial costs, time and other resources or the incurrence of significant fines, penalties or other liabilities. In addition, any such action, particularly to the extent we were found to be guilty of violations or otherwise liable for damages, would damage our reputation and adversely affect our business, financial condition and results of operations.

We cannot yet fully determine the impact these or future laws, rules, regulations and industry standards may have on our business or operations. Any such laws, rules, regulations and industry standards may be inconsistent among different jurisdictions, subject to differing interpretations or may conflict with our current or future practices. Additionally, our customers and vendors may be subject to differing privacy laws, rules and legislation, which may mean that they require us to be bound by varying contractual requirements applicable to certain other jurisdictions. Adherence to such contractual requirements may impact our collection, use, processing, storage, sharing and disclosure of various types of information including financial information and other personal information, and may mean we become bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules and regulations evolve. Complying with these requirements and changing our policies and practices may be onerous and costly, and we may not be able to respond quickly or effectively to regulatory, legislative and other developments. These changes may in turn impair our ability to offer our existing or planned features, products and services and/or increase our cost of doing business. As we expand our customer base, these requirements may vary from customer to customer, further increasing the cost of compliance and doing business.

Although we endeavor to comply with our policies or documentation, or applicable law, regarding the collection, processing, use and disclosure of data, we may at times fail to do so or be alleged to have failed to do so. Any failure or perceived failure by us to comply with our privacy policies or any applicable privacy, security

or data protection, information security or consumer-protection related laws, regulations, orders or industry standards could expose us to costly litigation, significant awards, fines or judgments, civil and/or criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations. The publication of our privacy policy and other documentation that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices, which could, individually or in the aggregate, materially and adversely affect our business, financial condition and results of operations.

We may become involved in litigation that may materially adversely affect our business due to loss of management focus on business, litigations costs and payment of damages.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Due to the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Our association with TomorrowNow.org, a non-profit organization we founded, could present regulatory and reputational risks.

Because of our strong belief in climate security in all corners around the globe, we founded TomorrowNow.org, a 501c(3) non-profit organization. TomorrowNow.org aims to bring climate science to areas that are most vulnerable to weather conditions and that can least afford to invest in tools to manage its sometimes devastating effects. To maintain its non-profit status, TomorrowNow.org must ensure that it is not benefiting for-profit entities. Any arrangements between TomorrowNow.org and us must be documented and at arms’ length. Our current support of TomorrowNow.org may not comply with the applicable regulations, and any work on the part of TomorrowNow.org that improperly bestows a benefit on us or that appears to do so, could adversely impact our reputation and business.

Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business.

The occurrence of one or more natural disasters such as tornadoes, hurricanes, fires, floods and earthquakes, unusual weather conditions, epidemic outbreaks, terrorist attacks or disruptive political events in certain regions where our facilities are located, or where our third-party contractors’ and suppliers’ facilities are located, could adversely affect our business, financial condition and results of operations. Severe weather, such as rainfall, snowfall or extreme temperatures, may impact the ability of our planned satellite launch to be carried out as planned, resulting in additional expense to reschedule such service. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our domestic or foreign suppliers of components of our satellites, may impact our operations by, among other things, causing third-party service disruptions, the closure of any of their facilities or our facilities, and increases in prices, which could adversely affect our costs. These events also could cause or act to prolong an economic recession in the U.S. or abroad. In addition, the disaster recovery and business continuity plans we have in place currently are limited and are unlikely to prove adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans and, more generally, any of these events could cause consumer confidence and spending to decrease, which could adversely impact our commercial operations. See also “—The Company’s business may not be sufficiently insured against natural disasters, public health crises, political crises or other unexpected events that impact the Company.”

As a private company, we were not required to document and test our internal controls over financial reporting or comply with stock exchange listing requirements, nor was our management required to certify the effectiveness of our internal controls and our auditors were not required to opine on the effectiveness of our internal control over financial reporting. We did not have the necessary business processes and related internal controls, or the appropriate resources or level of experience and technical expertise, that would be required to oversee financial reporting processes or to address the accounting and financial reporting requirements.

As a result of being a public company we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Exchange Act and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently implemented by the SEC and the listing standards of Nasdaq, including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls. Compliance with these rules and regulations can be burdensome. We may be unable to complete our evaluation testing and any required remediation on a timely basis or at all. Moreover, these rules and regulations will increase our historical legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it difficult and expensive for us to obtain director and officer liability insurance and could also make it more difficult for us to attract and retain qualified members of our Board as compared to when we were a private company. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company.” We may need to hire additional accounting and financial staff, and engage outside consultants, all with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which will increase our operating expenses. Moreover, we could incur additional compensation costs in the event that we decide to pay cash compensation closer to that of other public companies, which would increase our general and administrative expenses and could materially and adversely affect our profitability. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Our management team has limited experience managing a public company.

Our management team, including our executive officers, has limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage the transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the company. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is likely that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

Acquisitions of companies or technologies and other corporate transactions could divert our management’s attention, result in dilution to our equity holders, disrupt our operations, and fail to deliver promised integrations and efficiencies.

We may execute strategic acquisitions, business combinations and other corporate transaction to grow our business, a strategy that involves many risks. We may not be successful in negotiating the terms or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or architecture, regulatory compliance practices, revenue recognition or other accounting practices, tax liabilities, privacy or cybersecurity issues or employee or customer issues. There is no certainty that we will be able to successfully launch new products, integrate the services, products and personnel of any acquired business into our operations. In April of 2021, we acquired Remote Sensing Solutions, Inc., or RSS, a company that develops radar systems, to leverage its background intellectual property and the talent of its personnel for our own satellite constellation development and to make its radar systems an independent product offering. RSS’ technologies may not contribute meaningfully to our satellite constellation development. Whether RSS can continue to commercialize any offerings to continue current and cultivate additional revenue streams for the company is still unknown. The realized synergy from the acquisition may be delayed in time and reduced in magnitude. It could also be the case that it may never materialize. In addition, any acquisitions, joint ventures or similar relationships, including the Business Combination, may cause a disruption in our ongoing business and distract our management. Acquisitions involve numerous other risks, any of which could harm our business.

We are highly dependent on our senior management team and other highly skilled personnel and advisors, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineers, manufacturing and quality assurance, design, finance, marketing, sales and support personnel. Our senior management team has extensive experience in the weather forecasting industry and in technology enterprises, and we believe that their depth of experience is instrumental to our continued success. We also have a reputable advisory team to help us understand the weather market and dozens of data scientists who enhance our product capabilities. The loss of any one or more members of our senior management team or others on staff, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business, financial condition and results of operations.

Competition for qualified highly skilled personnel can be strong, and we can provide no assurance that we will be successful in attracting or retaining such personnel now or in the future. We are a relatively new company and our required team size to support our expanding business may require increases in staffing levels that may require significant capital expenditure. Further, any inability to recruit, develop and retain qualified employees may result in high employee turnover and may force us to pay significantly higher wages, which may harm our profitability. Additionally, we only carry key-man life insurance for our three founders, but not for any other management executives. The loss of any key employee or our inability to recruit, develop and retain these individuals as needed, could have a material adverse effect on our business, financial condition and results of operations. See also “—Failure to comply with government immigration regulations and adverse changes in such regulations may materially affect our workforce and limit our supply of qualified professionals or increase our cost of securing workers.”

If we cannot maintain our company culture as we grow, we could lose the innovation, teamwork, passion, and focus that we believe contribute to our success.

We believe that a critical component of our success is our corporate culture and our deep commitment to our mission. We believe this mission-based culture fosters innovation, encourages teamwork and cultivates creativity. Our mission defines our business philosophy as well as the emphasis that it places on our clients, our

people and our culture and is consistently reinforced to and by our team members. As we grow and develop the infrastructure of a public company, it may be harder to maintain our corporate culture. If we are unable to preserve our culture, this could negatively impact our future success, including our ability to attract and retain team members, encourage innovation and teamwork, and effectively focus on and pursue our mission and corporate objectives.

Changes and evolving requirements in tax laws or their interpretation, including as applied to us and our customers, could adversely affect our business.

As a multinational organization, operating in multiple jurisdictions, including but not limited to the US, Israel, Singapore, Japan and India, we may be subject to increasingly complex tax laws and taxation in several jurisdictions, the application of which can be uncertain. The amount of taxes we are required to pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws, or revised interpretations of existing tax laws, potential disputes around transfer prices implemented and precedents, which could have a material adverse effect on our business. Such material adverse effect may include the value of any tax loss carryforwards, tax credits recorded on our balance sheet, the amount of our cash flow, our liquidity, financial condition, and results of operations.

Many of the jurisdictions in which we conduct business have detailed transfer pricing rules, which require contemporaneous documentation establishing that all transactions with non-resident related parties be priced using arm’s length pricing principles. Tax authorities in these jurisdictions could challenge our related party transfer pricing policies and, consequently, the tax treatment of corresponding expenses and income. If any tax authority were to be successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, withholding tax, indirect tax and penalties and interest related thereto, which may have a significant impact on our results of operations and financial condition.

We are subject to regular review and audit by the relevant tax authorities in the jurisdictions we operate and as a result, the authorities in these jurisdictions could review our tax returns and impose additional significant taxes, interest and penalties, challenge the transfer pricing policies adopted by us, claim that our operation constitutes a taxable presence in different jurisdiction and/or that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination is made.

In addition, tax benefits we currently receive in certain jurisdictions require us to meet several conditions and may be challenged or terminated or reduced in the future, which would increase our taxes, possibly with a retroactive effect.

Risks Related to PTAC and the Business Combination

Unless the context otherwise requires, references in this subsection “— Risks Related to PTAC and Combination” to “we,” “us” and “our” generally refer to PTAC in the present tense or the Combined Entity from and after the Business Combination.

PTAC’s Sponsor, directors and officers have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

PTAC’s Sponsor, directors and officers and their respective affiliates and associates have interests in and arising from the Business Combination that are different from, or in addition to, (and which may conflict with) the interests PTAC’s Public Stockholders, which could result in a real or perceived conflict of interest. These interests include, among other things, the interests listed below:

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Affiliates of Peel Acquisition Company II, LLC, a managing member of the Sponsor, have a $5 million investment in an unaffiliated private equity fund, which unaffiliated private equity fund has an

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If we are unable to complete our initial business combination by March 15, 2023, PTAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of any amounts withdrawn to pay PTAC’s taxes and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PTAC’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to PTAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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Following the Closing, the Sponsor would be entitled to the repayment of any working capital loans and advances that have been made to PTAC and remain outstanding. On December 6, 2021, PTAC issued the Note in the principal amount of $350,000 to the Sponsor. The Note interest at 0.33% per annum and is repayable in full at the earlier of (i) March 15, 2023 or (ii) the date on which PTAC consummates an initial business combination as contemplated by the Current Charter. If PTAC does not complete an initial business combination within the required period, PTAC may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

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Following the Closing, PTAC will continue to indemnify PTAC’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

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Sponsor, an entity in which each of our directors and officers has an indirect interest, has subscribed for PTAC Common Stock in the PIPE Investment.

See “Business Combination Proposal — Interests of PTAC’s Directors and Officers and Others in the Business Combination” for additional information on interests of PTAC’s directors and executive officers.

These financial interests of the Sponsor as well as PTAC’s directors and officers may have influenced their motivation in identifying and selecting Tomorrow.io as a business combination target, and their decision to approve the Business Combination. In considering the recommendations of the Board to vote for the Proposals, its stockholders should consider these interests.

Activities taken by PTAC’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the PTAC’s securities.

PTAC’s Sponsor, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions either prior to or following the Closing, although they are under no obligation to do so. None of PTAC’s Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of PTAC’s Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by PTAC’s Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay, subject to compliance with applicable law and Nasdaq rules.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other Proposals and would likely increase the chances that such Proposals would be approved. If the market does not view the Business Combination positively, purchases of Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of PTAC’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of PTAC’s securities. In addition, if such purchases are made, the public “float”

of PTAC Class A Common Stock and the number of beneficial holders of PTAC Class A Common Stock may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of PTAC Class A Common Stock on a national securities exchange.

Other than as expressly stated herein, there are no current commitments, plans or intentions to engage in any such transactions and no terms or conditions for any such transaction have been formulated. None of the funds in the Trust Account will be used to purchase shares in such transactions.

The Current Charter provides that PTAC must complete an initial business combination by March 15, 2023. PTAC may not be able to complete an initial business combination by such date. If PTAC has not completed an initial business combination prior March 15, 2023 (or successfully obtained stockholder approval of an extension prior to such date) it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of any amounts withdrawn to pay PTAC’s taxes and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PTAC’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to PTAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, the PTAC’s Public Stockholders may only receive $10.00 per share, and the Public Warrants will expire worthless. In certain circumstances, the PTAC’s Public Stockholders may receive less than $10.00 per share on the redemption of their shares.

The Sponsor and PTAC’s directors and officers have agreed to vote in favor of the Business Combination, regardless of how PTAC’s Public Stockholders vote.

Unlike some other blank check companies in which the initial stockholders agree to vote their Founders Shares in accordance with the majority of the votes cast by the Public Stockholders in connection with an initial business combination, Sponsor, the holder of the Founders Shares, pursuant to the PTAC Support Agreement, has agreed, among other things, to vote its shares in favor of the Business Combination. In addition, PTAC’s directors and officers have agreed, pursuant to a letter agreement executed in connection with the PTAC IPO, to vote any Public Shares they hold in favor of the Business Combination. Sponsor owns approximately 20.0% of our outstanding shares prior to the Business Combination. As a result, PTAC would need only 12,937,501, or approximately 30.0%, of the 43,125,000 shares of PTAC Common Stock to be voted in favor of the Business Combination in order to have the Business Combination approved. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote its Founders Shares and PTAC’s directors and officers agreed to vote their Public Shares in accordance with the majority of the votes cast by PTAC’s Public Stockholders.

PTAC has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. If PTAC is unable to consummate a business combination, including the Business Combination, its Public Stockholders may be forced to wait more than 24 months before receiving distributions from the Trust Account.

PTAC is a blank check company, and it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. PTAC has until March 15, 2023 to complete a business combination. PTAC has no obligation to return funds to investors prior to such date unless (i) it consummates a business

combination prior thereto or (ii) it seeks to amend its Current Charter prior to consummation of a business combination (a) to modify the substance or timing of PTAC’s obligation to provide for the redemption of its Public Shares in connection with an initial business combination or to redeem 100% of its Public Shares if PTAC does not complete its initial business combination within the completion window or (b) with respect to any other material provisions relating to the rights of holders of PTAC Class A Common Stock prior to its initial business combination or pre-initial business combination business activity, and only then in cases where investors have properly submitted their Public Shares in connection with a stockholder vote. Only after the expiration of this full time period will Public Stockholders be entitled to distributions from the Trust Account if PTAC is unable to complete a business combination. Holders of Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the Public Warrants. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate their investment, public security holders may be forced to sell their Public Shares or Public Warrants, potentially at a loss.

PTAC has identified a material weakness in its internal control over financial reporting as of September 30, 2021. If PTAC is unable to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in PTAC and the Combined Entity and materially and adversely affect PTAC’s and the Combined Entity’s business and operating results.

Following the issuance on April 12, 2021 of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” by the SEC (the “SEC Staff Statement”) and recent comment letters issued by the SEC, PTAC’s audit committee identified, in light of the SEC Staff Statement and those comment letters, a material weakness in its internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of PTAC’s annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

Effective internal controls are necessary for PTAC to provide reliable financial reports and prevent fraud. PTAC continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If PTAC identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, PTAC or the Combined Entity may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting and its stock price may decline as a result. PTAC cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

The PTAC Warrants are accounted for as a warrant liability which could have an adverse effect on the future market price of the Combined Entity’s common stock and warrants and could also make it more difficult to consummate an initial business combination.

Upon the consummation of the PTAC IPO and the concurrent private placement of the Private Placement Warrants on March 15, 2021, PTAC issued an aggregate of 17,433,333 PTAC Warrants, comprising the 11,500,000 Public Warrants and the 5,933,333 Private Placement Warrants. PTAC is accounting for the warrants as a liability and is recording the PTAC Warrants at fair value upon issuance. PTAC is required to determine the fair value of the PTAC Warrants at the end of each quarter and any changes in fair value are reflected on PTAC’s

statement of operations and balance sheet. Consequently, any increase in the fair value of the warrant liability will have an adverse effect on PTAC’s net income and stockholders’ equity, which could in turn have an adverse effect on the market price of our the PTAC Class A Common Stock and PTAC Warrants, or the market price of the Combined Entity’s common stock and warrants following the Business Combination.

PTAC may amend the terms of the PTAC Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of your PTAC Warrants could be increased, the PTAC Warrants could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be shortened and the number of shares of the Combined Entity’s common stock purchasable upon exercise of a PTAC Warrant could be decreased, all without your approval.

The Public Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and PTAC. The warrant agreement provides that the terms of the PTAC Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, PTAC may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although PTAC’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the PTAC Warrants, convert the PTAC Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of the Combined Entity’s common stock purchasable upon exercise of a PTAC Warrant.

PTAC may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

PTAC has the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of the Combined Entity’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrantholders. If the Public Warrants become redeemable, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants; or (3) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. None of the Private Placement Warrants will be redeemable by PTAC so long as they are held by the Sponsor or its permitted transferees.

Following the Closing, the Combined Entity’s only significant asset will be ownership of 100% of Tomorrow.io and such ownership may not be sufficient to pay dividends or make distributions or loans to enable it to pay any dividends on its common stock.

Following the Closing, the Combined Entity will have no direct operations and no significant assets other than the ownership of 100% of Tomorrow.io. The Combined Entity will depend on Tomorrow.io for distributions, loans and other payments to generate the funds necessary to meet the Combined Entity’s financial obligations, including expenses related to operating as a publicly traded company, and to pay any dividends with respect to its common stock. The earnings from, or other available assets of, Tomorrow.io, may not be sufficient to pay dividends or make distributions or loans to enable the Combined Entity to pay any dividends on its common stock.

Subsequent to the Closing, PTAC may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although PTAC has conducted due diligence on Tomorrow.io, PTAC cannot assure you that this diligence revealed all material issues that may be present in Tomorrow.io’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of PTAC’s and Tomorrow.io’s control will not later arise. As a result, PTAC may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if PTAC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with PTAC’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on PTAC’s liquidity, the fact that PTAC reports charges of this nature could contribute to negative market perceptions about the Combined Entity’s or PTAC’s securities. In addition, charges of this nature may cause PTAC to be unable to obtain future financing on favorable terms or at all. Accordingly, any PTAC stockholder who chooses to remain a stockholder of the Combined Entity following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by PTAC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

Our actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what PTAC’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what PTAC’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

If third parties bring claims against PTAC or if PTAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against PTAC that is not dismissed, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00 (which was the offering price in our initial public offering).

PTAC’s placing of funds in trust may not protect those funds from third party claims against PTAC. Although PTAC will seek to have all vendors and service providers (except for our independent registered public accounting firm) PTAC engages and prospective target businesses PTAC negotiates with execute agreements with PTAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of PTAC’s Public Stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with PTAC, they may seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of PTAC’s Public Stockholders.

Additionally, if PTAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against PTAC’s which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in PTAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of PTAC stockholders. To the extent any bankruptcy claims deplete the Trust Account, PTAC may not be able to return to PTAC’s Public Stockholders at least $10.00 (which was the offering price in our initial public offering). As a result, if any such claims were successfully made against the Trust Account, the funds available for PTAC’s initial business combination, including the Business Combination, and redemptions could be reduced to less than $10.00 per Public Share.

PTAC stockholders may be held liable for claims by third parties against PTAC to the extent of distributions received by them.

The Current Charter provides that PTAC will continue in existence only until March 15, 2023. If PTAC has not completed a business combination by such date, PTAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of any amounts withdrawn to pay PTAC’s taxes and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PTAC’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to PTAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If PTAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against PTAC which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by PTAC stockholders. Furthermore, because PTAC intends to distribute the proceeds held in the Public Shares to PTAC’s Public Stockholders promptly after expiration of the time PTAC has to complete an initial business combination, this may be viewed or interpreted as giving preference to PTAC’s Public Stockholders over any potential creditors with respect to access to or distributions from PTAC’s assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to PTAC’s creditors and/or may have acted in bad faith, and thereby exposing itself and PTAC to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. PTAC cannot assure you that claims will not be brought against it for these reasons.

PTAC’s ability to successfully effect the Business Combination and to be successful thereafter will be totally dependent upon the efforts of its key personnel, including Tomorrow.io’s key personnel, all of whom are expected to join PTAC following the Business Combination. While PTAC intends to closely scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct.

PTAC’s ability to successfully effect the Business Combination is dependent upon the efforts of PTAC’s key personnel, including key personnel of Tomorrow.io. Although PTAC expects all of such key personnel to remain with Tomorrow.io following the Business Combination, it is possible that PTAC will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Combined Entity. While PTAC intends to closely scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company which could cause PTAC to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect its operations. Additionally, PTAC cannot ensure that it will be successful in integrating and retaining such key personnel, or in identifying and recruiting additional key individuals PTAC determines may be necessary following the Business Combination.

A market for PTAC’s securities may not continue, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of PTAC’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for PTAC’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of PTAC’s securities after the Business Combination can vary due to

general economic conditions and forecasts, PTAC’s general business condition and the release of PTAC’s financial reports. Additionally, if PTAC’s securities are not listed on, or become delisted from the Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of PTAC’s securities may be more limited than if PTAC were quoted or listed on the Nasdaq, NYSE American, LLC or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

There can be no assurance that PTAC will be able to comply with the continued listing standards of the Nasdaq.

PTAC Class A Common Stock and Public Warrants are expected to be listed on Nasdaq following the Business Combination. PTAC’s continued eligibility for listing may depend on the number of shares that are redeemed. If, after the Business Combination, the Nasdaq delists PTAC’s securities from trading on its exchange for failure to meet the listing standards, PTAC and its stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for PTAC’s securities;

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a determination that PTAC Class A Common Stock is a “penny stock” which will require brokers trading in its PTAC Class A Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for PTAC Class A Common Stock;

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a limited amount of analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share is then held in the Trust Account due to reductions in the value of the trust assets less any amounts withdrawn to pay PTAC’s taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $10.00 per Public Share.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of PTAC’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of PTAC’s securities prior to the Closing may decline. The market values of PTAC’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which PTAC stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Merger Agreement is fixed and will not be adjusted to reflect any changes in the market price of PTAC Class A Common Stock, the market value of PTAC Class A Common Stock issued in the Business Combination may be higher or lower than the value of these shares on an earlier date.

In addition, following the Business Combination, fluctuations in the price of PTAC’s securities could contribute to the loss of all or part of your investment. Accordingly, the valuation ascribed to Tomorrow.io and

PTAC Class A Common Stock in the Business Combination may not be indicative of the actual price that will prevail in the trading market following the Business Combination. If an active market for PTAC’s Class A Common Stock develops and continues, the trading price of PTAC’s Class A Common Stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond PTAC’s control. Any of the factors listed below could have a material adverse effect on your investment in PTAC’s Class A Common Stock and PTAC’s Class A Common Stock may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of PTAC’s Class A Common Stock may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Entity’s securities following the Business Combination may include:

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actual or anticipated fluctuations in the Combined Entity’s quarterly financial results or the quarterly financial results of companies perceived to be similar to the Combined Entity;

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changes in the market’s expectations about the Combined Entity’s operating results;

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success of competitors;

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the Combined Entity’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning the Combined Entity or the market in general;

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operating and stock price performance of other companies that investors deem comparable to the Combined Entity;

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the Combined Entity’s ability to develop product candidates;

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changes in laws and regulations affecting the Combined Entity’s business, including any changes that affect development of Tomorrow.io’s products;

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commencement of, or involvement in, litigation involving the Combined Entity;

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changes in the Combined Entity’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of shares of the Combined Entity’s securities available for public sale;

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any major change in the board of directors or management;

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sales of substantial amounts of common stock by PTAC’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of the Combined Entity’s securities irrespective of its operating performance. The stock market in general and the Nasdaq in particular have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Combined Entity’s securities, may not be predictable. A loss of investor confidence in the market for technology company stocks or the stocks of other companies which investors perceive to be similar to the Combined Entity could depress the Combined Entity’s stock price regardless of the Combined Entity’s business, prospects, financial conditions or results of operations. A decline in the market price of the Combined Entity’s securities also could adversely affect the Combined Entity’s ability to issue additional securities and the Combined Entity’s ability to obtain additional financing in the future.

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about the Combined Entity, its business, or its market, or if they change their recommendations regarding the Combined Entity’s securities adversely, the price and trading volume of the Combined Entity’s securities could decline.

The trading market for the Combined Entity’s securities will be influenced by the research and reports that industry or securities analysts may publish about PTAC, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on PTAC or the Combined Entity. Because the Business Combination will result in Tomorrow.io being acquired by a special purpose acquisition company, research coverage from industry analysts may be limited. If no securities or industry analysts commence coverage of the Combined Entity, PTAC’s stock price and trading volume could be negatively impacted. If any of the analysts who may cover the Combined Entity change their recommendation regarding PTAC’s stock adversely, provide more favorable relative recommendations about PTAC’s competitors or publishes inaccurate or unfavorable research about the Combined Entity’s business, the price of the Combined Entity’s securities would likely decline. If any analyst who may cover the Combined Entity were to cease coverage of the Combined Entity or fail to regularly publish reports on it, PTAC could lose visibility in the financial markets, demand for the Combined Entity’s securities could decrease, which could cause its stock price or trading volume to decline.

The future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of the Combined Entity’s common stock.

Sales of a substantial number of shares of the Combined Entity’s common stock in the public market could occur at any time. If the Combined Entity’s stockholders sell, or the market perceives that the Combined Entity’s stockholders intend to sell, substantial amounts of the Combined Entity’s common stock in the public market, the market price of the Combined Entity’s common stock could decline.

Pursuant to a registration rights agreement, by and among PTAC, Tomorrow.io, Sponsor and certain other stockholders to be entered into at the Closing (the “Registration Rights Agreement”), certain stockholders of PTAC and Tomorrow.io can each demand that the Combined Entity register their registrable securities under certain circumstances and will each also have piggyback registration rights for these securities. In addition, following the Closing, 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 sale of such securities, subject to certain contractual restrictions imposed by the Registration Rights Agreement and the Merger Agreement. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of the Combined Entity’s securities.

Public Warrants will become exercisable for the Combined Entity’s common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding Public Warrants to purchase an aggregate of 11,500,000 shares of the Combined Entity’s common stock will become exercisable on the date that is the later of 30 days after the completion of the Business Combination or 12 months from the closing of the PTAC IPO. Each whole warrant, following the Business Combination, entitles the holder thereof to purchase one share of the Combined Entity’s common stock at a price of $11.50 per whole share, subject to adjustment. Public Warrants may be exercised only for a whole number of shares of the Combined Entity’s common stock. To the extent such warrants are exercised, additional shares of the Combined Entity’s common stock will be issued, which will result in dilution to the then existing holders of the Combined Entity’s common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Combined Entity’s common stock.

PTAC’s Public Stockholders will experience immediate dilution as a consequence of, among other transactions, the issuance of PTAC Class A Common Stock as consideration in the Business Combination and the PIPE Investment. Having a minority share position may reduce the influence that PTAC’s current stockholders have on the management of the Combined Entity.

It is anticipated that, upon the Closing, PTAC’s Public Stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 28.6% in the Combined Entity’s common stock, the Other PIPE Investors will own approximately 4% of the Combined Entity’s common stock (such that Public Stockholders, including the Other PIPE Investors, will own approximately 32.6% of the Combined Entity’s common stock), the Sponsor will own approximately 9.4% of the Combined Entity’s common stock (including as a result of its participation in the PIPE Investment) and the Tomorrow.io Equityholders will own approximately 58 % of the Combined Entity’s common stock (assuming no redemption of the PTAC Class A Common Stock).

The ownership percentage with respect to the Combined Entity’s common stock following the Business Combination does not take into account (i) the redemption of any Public Shares by PTAC’s Public Stockholders, (ii) the exercise of any PTAC Warrants outstanding as of immediately prior to the Closing, (iii) the issuance of any shares upon the Closing under the Equity Incentive Plan (including shares issuable upon exercise of options exercisable for Tomorrow.io Stock) or the Employee Stock Purchase Plan, which is intended to be adopted following the Closing or (iv) the issuance of any shares upon vesting of the Closing Parent RSU Grants. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by PTAC’s existing stockholders in the Combined Entity will be different.

The Combined Entity expects to incur significant additional costs as a result of being a public company, which may adversely affect its operating results and financial condition.

The Combined Entity expects to incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, the SEC and Nasdaq. Management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, the Combined Entity expects these rules and regulations are expected to increase its accounting, legal and financial compliance costs and make some activities more time-consuming and costly. In addition, the Combined Entity will incur additional costs associated with its public company reporting requirements and the Combined Entity expects those costs to increase in the future. For example, the Combined Entity will be required to devote significant resources to complete the assessment and documentation of its internal control system and financial process under Section 404, including an assessment of the design of its information systems associated with its internal controls.

During its review and testing, the Combined Entity may identify deficiencies and be unable to remediate them before the Combined Entity must provide the required reports. Furthermore, if the Combined Entity fails to remediate its existing material weakness in its internal control over financial reporting or if new material weaknesses are identified or arise in the future, the Combined Entity may not detect errors on a timely basis and its consolidated financial statements may be materially misstated. the Combined Entity or its independent registered public accounting firm may not be able to conclude on an ongoing basis that the Combined Entity has effective internal control over financial reporting, which could harm its operating results, cause investors to lose confidence in its reported financial information and cause the trading price of its stock to fall. In addition, as a public company the Combined Entity will be required to timely file accurate quarterly and annual reports with the SEC under the Exchange Act. Any failure to report its financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of its shares from Nasdaq or other adverse consequences. The Combined Entity will incur significant costs to remediate any material weaknesses the Combined Entity identifies through these efforts. The increased costs will increase its net loss and may require us to reduce costs in other areas of its business or increase the prices of its products or services. The Combined Entity also expects these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance and the

Combined Entity may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Combined Entity to attract and retain qualified persons to serve on its board of directors, its board committees, or as executive officers. The Combined Entity cannot predict or estimate the amount of additional costs the Combined Entity may incur or the timing of such costs.

New laws and regulations, as well as changes to existing laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act, the Dodd-Frank Act and rules adopted by the SEC and Nasdaq, would likely result in increased costs as the Combined Entity responds to their requirements, which may adversely affect its operating results and financial condition.

Anti-takeover provisions contained in the Proposed Charter and the Amended Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Proposed Charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. PTAC is also subject to anti-takeover provisions under Delaware law, which could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of common stock held by the Combined Entity’s stockholders. These provisions provide for, among other things:

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a classified board with a three-year staggered term;

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the ability of the Combined Entity’s board of directors to issue one or more series of “blank check” preferred stock;

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certain limitations on convening special stockholder meetings;

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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at the Combined Entity’s annual meetings; and

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amendment of certain provisions of the organizational documents only by the affirmative vote of at least two-thirds of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.

These anti-takeover provisions as well as certain provisions of Delaware law could make it more difficult for a third party to acquire the Combined Entity, even if the third party’s offer may be considered beneficial by many of the Combined Entity’s stockholders. As a result, the Combined Entity’s stockholders may be limited in their ability to obtain a premium for their shares. If prospective takeovers are not consummated for any reason, the Combined Entity may experience negative reactions from the financial markets, including negative impacts on the price of the Combined Entity common stock. These provisions could also discourage proxy contests and make it more difficult for the Combined Entity’s stockholders to elect directors of their choosing and to cause the Combined Entity to take other corporate actions that the Combined Entity’s stockholders desire. For more information, see “Charter Amendment Proposal.”

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by PTAC stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Merger Agreement (as described under “The Business Combination Proposal — The Merger Agreement — Conditions to Closing”), or that other closing conditions are

not satisfied. If PTAC does not complete the Business Combination, it could be subject to several risks, including:

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the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

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negative reactions from the financial markets, including declines in the price of PTAC’s Class A Common Stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

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the attention of PTAC’s management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing.”

PTAC or Tomorrow.io may waive one or more of the closing conditions without re-soliciting stockholder approval.

Certain conditions to PTAC’s or Tomorrow.io’s obligations to complete the Business Combination may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of PTAC and Tomorrow.io. In the event of a waiver of a condition, the Board will evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and re-solicitation of proxies is necessary. In the event that the Board determines any such waiver is not significant enough to require re-solicitation of its stockholders, it will have the discretion to complete the Business Combination without seeking further stockholder approval.

For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing.”

The Amended Bylaws will provide that the Court of Chancery of the State of Delaware will be the exclusive forums for substantially all disputes between the Combined Entity and its stockholders, which could limit the Combined Entity’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Combined Entity or its directors, officers or employees.

The Amended Bylaws will provide that the Court of Chancery of the State of Delaware is the exclusive forum for:

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any derivative action or proceeding brought on behalf of the Combined Entity;

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any action asserting a breach of fiduciary duty;

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any action asserting a claim against the Combined Entity arising under the Delaware General Corporation Law, the Proposed Charter, or the Amended Bylaws;

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any action to interpret, apply, enforce or determine the validity of the Proposed Charter or the Amended Bylaws;

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any action asserting a claim against the Combined Entity that is governed by the internal affairs doctrine; and

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any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

This exclusive-forum provision would not apply to suits brought to enforce a duty or liability created by the Securities Act.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Combined Entity or its directors, officers, or other employees, which may

discourage lawsuits against the Combined Entity and its directors, officers, and other employees. If a court were to find either exclusive-forum provision in the Amended Bylaws to be inapplicable or unenforceable in an action, it may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm the Combined Entity’s business.

If the Business Combination does not qualify as a tax-free reorganization under Section 368(a) of the Code, Tomorrow.io Equityholders may incur a substantially greater U.S. federal income tax liability as a result of the Business Combination.

PTAC and Tomorrow.io intend for the Business Combination to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. However, neither PTAC nor Tomorrow.io has requested, or intends to request, an opinion of tax counsel or a ruling from the Internal Revenue Service (the “IRS”), with respect to the tax consequences of the Business Combination and there can be no assurance that the companies’ position would be sustained by a court if challenged by the IRS. Accordingly, if the IRS or a court determines that the Business Combination does not qualify as a reorganization under Section 368(a) of the Code and is therefore fully taxable for U.S. federal income tax purposes, Tomorrow.io Equityholders generally would recognize taxable gain or loss on their receipt of PTAC Class A Common Stock in connection with the Business Combination. For a more complete discussion of U.S. federal income tax consequences of the Business Combination, see the section titled “The Business Combination Proposal — Certain Material U.S. Federal Income Tax Considerations of the Business Combination to Tomorrow.io Equityholders.”

Risks Related to the Redemption

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of 15% or more of PTAC Class A Common Stock issued as part of the Units sold in the PTAC IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares of 15% or more of PTAC Class A Common Stock issued as part of the Units sold in the PTAC IPO.

A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, of 15% or more of the shares of PTAC Class A Common Stock issued as part of the Units sold in the PTAC IPO. PTAC refers to such shares in excess of an aggregation of 15% or more of the shares issued as part of the Units sold issued in the PTAC IPO as “Unredeemable Shares.” In order to determine whether a stockholder is acting in concert or as a group with another stockholder, PTAC will require each Public Stockholder seeking to exercise redemption rights to certify to PTAC whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to PTAC at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which PTAC makes the above-referenced determination. Your inability to redeem any Unredeemable Shares will reduce your influence over PTAC’s ability to consummate the Business Combination and you could suffer a material loss on your investment PTAC if you sell Unredeemable Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Unredeemable Shares if PTAC consummates the Business Combination. As a result, in order to dispose of such shares, you would be required to sell your stock in open market transactions, potentially at a loss. Notwithstanding the foregoing, stockholders may challenge PTAC’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

There is no guarantee that a stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

PTAC can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative business combination.

Certain events following the consummation of any initial business combination, including this Business Combination, may cause an increase in PTAC’s share price, and may result in a lower value realized now for a stockholder redeeming their shares than a stockholder of PTAC might realize in the future. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If PTAC stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of PTAC Class A Common Stock for a pro rata portion of the funds held in the Trust Account.

Holders of Public Shares are required to submit a request in writing and deliver their stock (either physically or electronically) to PTAC’s transfer agent at least two (2) business days prior to the Special Meeting in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. Stockholders electing to redeem their shares will receive their pro rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay PTAC’s taxes, calculated as of two (2) business days prior to the anticipated Closing. See the section titled “Special Meeting of PTAC Stockholders in Lieu of the 2022 Annual Meeting of PTAC Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

PTAC stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

PTAC’s Public Stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things as fully described in the section titled “Special Meeting of PTAC Stockholders in Lieu of the 2022 Annual Meeting of PTAC Stockholders — Redemption Rights,” tender their certificates to PTAC’s transfer agent or deliver their shares to the transfer agent electronically through the Depository Trust Company, or DTC, at least two (2) business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and PTAC’s transfer agent will need to act to facilitate this request. It is PTAC’s understanding that stockholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, because PTAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than two (2) weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

The ability to execute PTAC’s strategic plan could be negatively impacted to the extent a significant number of stockholders choose to redeem their shares in connection with the Business Combination.

In the event the aggregate cash consideration PTAC would be required to pay for all shares of PTAC Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to PTAC, PTAC may be required to increase the financial leverage PTAC’s business would have to support. This may negatively impact PTAC’s ability to execute on its own future strategic plan.

SPECIAL MEETING OF PTAC STOCKHOLDERS

IN LIEU OF THE 2022 ANNUAL MEETING OF PTAC STOCKHOLDERS

General

PTAC is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on , 2022 and at any adjournment or postponement thereof. This proxy statement/prospectus provides PTAC stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on , 2022, at a.m., Eastern Time, via live webcast at the following address: . In light of the COVID-19 pandemic and to support the well-being of PTAC stockholders, directors and management, the Special Meeting will be completely virtual.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of PTAC Common Stock at the close of business on , 2022, which is the Record Date. You are entitled to one vote for each share of PTAC Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were shares of PTAC Common Stock outstanding, of which are Public Shares and are Founders Shares held by the Sponsor.

PTAC Warrants do not have voting rights at the special meeting of stockholders.

Vote of the Sponsor

In connection with the PTAC IPO, PTAC entered into an agreement with the Sponsor pursuant to which the Sponsor agreed to vote any shares of PTAC Common Stock owned by it in favor of the Business Combination Proposal and for all other Proposals presented at the Special Meeting. This agreement applies to the Sponsor as it relates to the Founders Shares and the requirement to vote such shares in favor of the Business Combination Proposal and for all other Proposals presented to PTAC stockholders in this proxy statement/prospectus.

PTAC’s Sponsor has waived any redemption rights, including with respect to shares of PTAC Common Stock issued or purchased in the PTAC IPO or in the aftermarket, in connection with Business Combination.

Quorum and Vote for Proposals

A quorum of PTAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the PTAC Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy at the Special Meeting.

Each of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Bylaws Proposal and the Adjournment Proposal will be approved and adopted in its entirety only if the holders of a majority of the shares of PTAC Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” such proposal. The Charter Amendment Proposal and each of the Governance Proposals will be approved and adopted in its entirety only if holders of (i) a majority of the issued and outstanding shares of PTAC Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of PTAC Class A Common Stock, voting separately as a single series, vote “FOR” the Charter Amendment Proposal and each of the Governance Proposals, respectively. The Election of Directors Proposal will be approved and adopted

in its entirety only if a plurality of the issued and outstanding shares of PTAC Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, vote “FOR” the Election of Directors Proposal.

If the Business Combination Proposal is not approved, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal will not be presented to the PTAC stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are preconditions to the Closing. The Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal and the Bylaws Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then PTAC will not consummate the Business Combination. If PTAC does not consummate the Business Combination and fails to complete an initial business combination by March 15, 2023, PTAC will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the Public Stockholders.

Abstentions and Broker Non-Votes

At the Special Meeting, PTAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. The failure to vote, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and each of the Governance Proposals. The failure to vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on any of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, the Bylaws Proposal or the Adjournment Proposal.

Recommendation of the Board

The Board has unanimously determined that each of the Proposals is fair to and in the best interests of PTAC and its stockholders, and has unanimously approved such proposals. The Board unanimously recommends that stockholders:

•

vote “FOR” the Business Combination Proposal;

•

vote “FOR” the Nasdaq Stock Issuance Proposal;

•

vote “FOR” the Charter Amendment Proposal;

•

vote “FOR” each of the Governance Proposals;

•

vote “FOR” the Incentive Plan Proposal;

•

vote “FOR” the ESPP Proposal;

•

vote “FOR” the Election of Directors Proposal;

•

vote “FOR” the Bylaws Proposal; and

•

vote “FOR” the Adjournment Proposal, if it is presented to the meeting.

When you consider the recommendation of the Board in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of the Board and officers of PTAC have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder.

Voting Your Shares

Each share of PTAC Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of PTAC Common Stock at the Special Meeting:

•

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board “FOR” the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, each of the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, the Bylaws Proposal, and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•

You Can Attend the Special Meeting and Vote Through the Internet. You will be able to attend the Special Meeting online and vote during the meeting by visiting and entering the control number included on your proxy card or on the instructions that accompanied your proxy materials, as applicable.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way PTAC can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•

submit a new proxy card bearing a later date;

•

give written notice of your revocation to PTAC’s Corporate Secretary, which notice must be received by PTAC’s Corporate Secretary prior to the vote at the Special Meeting; or

•

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your PTAC Common Stock, you may call , PTAC’s proxy solicitor, at (Individuals) or (banks and brokers) or email: .

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Governance Proposals, the Incentive

Plan Proposal, the ESPP Proposal, the Election of Directors Proposal, the Bylaws Proposal and the Adjournment Proposal. Under the Current Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to the Current Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable. If demand is properly made and the Business Combination is consummated, these Public Shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the PTAC IPO and a concurrent private placement of warrants to Sponsor (including interest earned on the funds held in the Trust Account and not previously released to PTAC to pay the PTAC’s taxes). For illustrative purposes, based on funds in the Trust Account of approximately $345.1 million on September 30, 2021, the estimated per share redemption price would have been approximately $10.00.

Redemption rights are not available to holders of PTAC Warrants in connection with the Business Combination.

In order to exercise your redemption rights, you must:

•

check the box on the enclosed proxy card to elect redemption;

•

provide, in the written request to redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, a “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of PTAC Common Stock;

•

prior to 5:00 p.m., Eastern time, on , 2022 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, PTAC’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

and

•

deliver your Public Shares either physically or electronically through DTC to PTAC’s transfer agent at least two (2) business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is PTAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, PTAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with PTAC’s consent, until the closing of the Business Combination. If you delivered your shares for redemption to PTAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that PTAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting PTAC’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of PTAC Class A Common Stock as they may receive higher proceeds from the sale of their PTAC Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of PTAC Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in PTAC Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of PTAC Class A Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Entity, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case PTAC will promptly return any Public Shares previously delivered by the Public Stockholders.

Holders of outstanding PTAC’s Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold PTAC’s Units registered in your own name, you must deliver the certificate for such PTAC’s Units to Continental Stock Transfer & Trust Company with written instructions to separate such PTAC’s Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Share from the PTAC’s Units.

Dissenter Rights

PTAC stockholders and warrantholders do not have dissenter rights in connection with the Business Combination or the other Proposals.

Potential Purchases of Shares

In connection with the stockholder vote to approve the proposed Business Combination, PTAC’s Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of PTAC’s Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of PTAC shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that PTAC’s Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Proxy Solicitation

PTAC is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. PTAC and its directors, officers and employees may also solicit proxies in person. PTAC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. PTAC will bear the cost of the solicitation.

PTAC has hired to assist in the proxy solicitation process. PTAC will pay that firm a fee of $ , plus disbursements.

PTAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. PTAC will reimburse them for their reasonable expenses.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact , the proxy solicitation agent for PTAC, by calling or banks and brokers can call collect at , or by emailing: .

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus. The following unaudited pro forma condensed combined financial statements of PTAC, Tomorrow.io and RSS present the combination of the financial information of PTAC and Tomorrow.io adjusted to give effect to the Business Combination, the PIPE Investments, acquisition of RSS and the other related events contemplated by the Merger Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” which is herein referred to as Article 11.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 combines the historical balance sheet of PTAC and the historical balance sheet of Tomorrow.io on a pro forma basis as if the Business Combination, the PIPE Investments and other related events contemplated by the Merger Agreement, as described below and in the accompanying notes to the unaudited pro forma condensed combined financial statements, had been consummated on September 30, 2021.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 combine the historical statements of operations of PTAC, Tomorrow.io and RSS on a pro forma basis as if the Business Combination, the PIPE Investments, acquisition of RSS and other related events contemplated by the Merger Agreement, as described below and in the accompanying notes to the unaudited pro forma condensed combined financial statements, had been consummated on January 1, 2020, the beginning of the earliest period presented.

The unaudited pro forma condensed balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the Combined Entity would have been had the Business Combination taken place on the dates indicated above, nor is it indicative of the financial condition of the Combined Entity as of any future date. The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not indicative of the future consolidated results of operations or financial position of the Combined Entity. The unaudited pro forma condensed combined financial information is subject to several uncertainties and assumptions as described in the accompanying notes. The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement:

•

the accompanying notes to the unaudited pro forma condensed combined financial statements;

•

the historical audited consolidated financial statements (as restated) of PTAC as of and for the year ended December 31, 2020 and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

the historical unaudited financial statements (as restated) of PTAC as of and for the nine months ended September 30, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

the historical audited financial statements of Tomorrow.io as of and for the year ended December 31, 2020 and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

the historical unaudited financial statements of Tomorrow.io as of and for the nine months ended September 30, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

the historical audited financial statements of RSS as of and for the year ended December 31, 2020 and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

the historical unaudited financial statements of RSS as of and for the ended April 14, 2021; and

•

other information relating to PTAC and Tomorrow.io contained in this proxy statement/prospectus, including the Merger Agreement and the description of certain terms thereof set forth in the section titled “The Business Combination Proposal” and the risk factors set forth under the section titled “Risk Factors” beginning on page 47 of this proxy statement/prospectus.

Description of the Business Combination

Pursuant to the Merger Agreement, Merger Sub will merge with and into Tomorrow.io, with Tomorrow.io continuing as the surviving corporation, and a wholly-owned subsidiary of PTAC (the “Merger”). Once the Merger has occurred, PTAC shall change its name to “The Tomorrow Companies Inc.” Furthermore, upon the Closing:

•

each share of Tomorrow.io Stock will be converted into the right to receive a number of shares of PTAC Class A Common Stock based on the Conversion Ratio (as defined in the Merger Agreement);

The aggregate consideration to be paid to Tomorrow.io Equityholders in connection with the Business Combination, will be an aggregate of 70,000,000 shares of PTAC Class A Common Stock, with an implied value (deemed to have a value of $10.00 per share) equal to approximately $700.0 million. The exact Conversion Ratio (as defined in the Merger Agreement) will not be known until or about the Closing. However, for purposes hereof, the Conversion Ratio is estimated to be approximately 0.81128 shares of PTAC Class A Common Stock per share of Tomorrow.io Stock currently held (such conversion ratio subject to change slightly with changes to the outstanding equity grants and forfeitures). Such Conversion Ratio will also apply to outstanding equity grants of Tomorrow.io.

The Business Combination will occur based on the following information summarized below (see the section titled “The Business Combination Proposal” for a detailed description):

•

each share of Tomorrow.io Stock issued and outstanding immediately prior to the Merger Agreement will be canceled and automatically converted into the right to receive a number of shares of PTAC Class A Common Stock based on the Conversion Ratio;

•

each Tomorrow.io Warrant will no longer be outstanding, as such warrants will be exercised via a cashless exercise as already agreed by the warrantholders, and the warrantholders will cease to have any rights to Tomorrow.io Stock; and

•

each outstanding vested and unvested Tomorrow.io stock option will be assumed by PTAC and converted into a Converted Company Option (as defined in the Merger Agreement), exercisable for shares of PTAC Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which will be adjusted using the Conversion Ratio (as defined in the Merger Agreement) that will be determined at the Closing.

Other related events that are contemplated to take place in connection with the Business Combination are summarized below (see the section titled “The Business Combination Proposal” for a detailed description):

•

Pursuant to PTAC’s existing charter, PTAC’s Public Stockholders will be offered the opportunity to redeem, with such redemption to occur upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account; and

•

The issuance and sale of 7,500,000 shares of PTAC Class A Common Stock for a purchase price of $10.00 per share for an aggregate purchase price of $75.0 million (the “PIPE Funds”) with the PIPE Investors.

In addition to the above, the following event took place prior to the Business Combination, however, post January 1, 2020.

•

On April 14, 2021, Tomorrow.io entered into the RSS Purchase Agreement (“Purchase Agreement”), to which, and on the terms and subject to the conditions of which, Tomorrow.io acquired all of the

outstanding shares of capital of RSS, an S Corporation headquartered in Massachusetts, U.S. for a total cash consideration of $11,486,000. On the Purchase Agreement date, Tomorrow.io issued an aggregate of 1,834,044 restricted common shares to certain employees of RSS valued at a total of $7,905,000. The value of these grants was not included in the purchase price of RSS, since their vesting is subject to continued employment (i.e., post combination compensation). This acquisition is referred to as the “RSS Acquisition.”

Tomorrow.io applied the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes 100% of the assets acquired and liabilities assumed at their acquisition date fair values. The consideration transferred was allocated to the fair value of RSS’s assets acquired and liabilities assumed, including identifiable intangible assets. The excess of consideration transferred over the fair value of net assets acquired resulted in preliminary goodwill of $4,429,000. Preliminary goodwill recognized from the acquisition of RSS primarily relates to the future economic benefits arising from the assets acquired and is consistent with the Tomorrow.io’s stated intentions and strategy.

The fair value of the net assets acquired from RSS included $7,615,000 of intangible assets on Purchase Agreement date which primarily consist of finite-lived core technology and customer relationships with amortization periods ranging from 6 to 9 years.

The consolidated statements of operations include the financial results of RSS for the period subsequent to the acquisition date of April 14, 2021 to the Tomorrow.io’s period ended September 30, 2021, which contributed $780,000 of revenue and $(464,000) of operating loss to the Tomorrow.io’s consolidated results of operations.

Expected Accounting Treatment of the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, while PTAC is the legal acquirer, it will be treated as the “acquired” company for financial reporting purposes. Tomorrow.io has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances that are expected to be in place when the closing of the Business Combination becomes effective:

•

Tomorrow.io’ existing stockholders will have the greater voting interest in the Combined Entity with an estimated 58% voting interest under the no redemption scenario and 72.2% voting interest under the maximum redemption scenario, as of immediately following the Closing;

•

Tomorrow.io’s senior management will be the senior management of the Combined Entity, including Tomorrow.io’s CEO retaining that position;

•

Immediately after the Closing, Combined Entity’s board of directors will consist of seven (7) directors: (i) one (1) of whom shall be designated by PTAC and (ii) six (6) of whom shall be designated by Tomorrow.io; and

•

Tomorrow.io’s operations prior to the Business Combination will comprise the ongoing operations of the Combined Entity.

Other factors were considered but they would not change the preponderance of factors indicating that Tomorrow.io was the accounting acquirer.

Accordingly, the Business Combination will be treated as the equivalent of Tomorrow.io issuing stock for the net assets of PTAC, accompanied by a recapitalization, which will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Tomorrow.io in future reports of the Combined Entity.

Basis of Pro Forma Presentation

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Management has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information. PTAC and Tomorrow.io, including RSS, have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of this proxy statement/prospectus. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances

The unaudited pro forma condensed combined financial information contained herein assumes that the PTAC stockholders approve the Business Combination. PTAC’s Public Stockholders may elect to redeem their Public Shares for cash even if they vote to approve the Business Combination. PTAC cannot predict how many of its Public Stockholders will exercise their right to redeem their PTAC Class A Common Stock for cash. Therefore, the unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of PTAC Class A Common Stock:

•

In both scenarios, the amount of cash available is sufficient to satisfy the Minimum Cash Condition of $150.0 million set forth in the Merger Agreement.

The following summarizes the pro forma shares of Combined Entity’s common stock issued and outstanding immediately after the Business Combination, presenting the two redemption scenarios.


	Assuming No Redemption		%			Assuming Maximum Redemption		%
Public shares		34,500,000		28.6	%		10,792,025		11.2	%
Sponsor shares — Class B to Class A		8,625,000		7.2	%		8,625,000		8.9	%
Shares issued in Business Combination		70,000,000		58.0	%		70,000,000		72.2	%
PIPE Shares		7,500,000		6.2	%		7,500,000		7.7	%

Shares outstanding		120,625,000		100	%		96,917,025		100	%

The following potential outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive:


PTAC – public and private placement warrants			17,433,333
Tomorrow.io – stock options			11,003,107

			28,436,440

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2021

(in thousands)


	PTAC		Tomorrow.io		Assuming No Redemptions								Assuming Maximum Redemptions
	PTAC		Tomorrow.io		Pro Forma Adjustments			Notes			Pro Forma Combined		Additional Pro Forma Adjustments			Notes			Pro Forma Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	482	$	24,239	$	75,000			(1	)a	$	398,829	$	(237,118	)		(1	)k	$	174,590
						(45,948	)		(1	)f			$	12,878			(1	)l
						345,056			(1	)j
Marketable securities		—		75,650								75,650								75,650
Short-term bank deposits		—		126								126								126
Trade receivables, net		—		3,256								3,256								3,256
Prepaid expenses and other current assets		315		659								974								974
Inventory		—		1,740								1,740								1,740

Total current assets		797		105,670		374,108						480,575		(224,240	)					256,336

Long-term prepaid expense		127		—								127								127
Long-term restricted cash		—		243								243								243
Long-term marketable securities		—		2,505								2,505								2,505
Property and equipment, net		—		2,151								2,151								2,151
Contract acquisition costs		—		1,118								1,118								1,118
Other non-current assets		—		389								389								389
Intangible assets, net		—		7,138								7,138								7,138
Goodwill		—		4,429								4,429								4,429
Cash held in trust account		345,056		—		(345,056	)		(1	)j		—		—						—

Total assets	$	345,980	$	123,643	$	29,052					$	498,675	$	(224,240	)				$	274,436

LIABILITIES
Accounts payable		204		1,666								1,870								1,870
Deferred revenue		—		2,695								2,695								2,695
Other accounts payable and accrued expenses		—		3,197								3,197								3,197
Warrant liability		15,526		3,439		(3,439	)		(1	)c		15,526								15,526
Deferred underwriting fee payable		12,075		—		(12,075	)		(1	)f		—		—						—

Total liabilities		27,805		10,997		(15,514	)					23,288		—						23,288


	PTAC			Tomorrow.io			Assuming No Redemptions									Assuming Maximum Redemptions
	PTAC			Tomorrow.io			Pro Forma Adjustments			Notes			Pro Forma Combined			Additional Pro Forma Adjustments			Notes			Pro Forma Combined
COMMITMENTS AND CONTINGENCIES
Class A common stock subject to possible redemption		345,056			—			(345,056	)		(1	)i		—									—
Convertible Preferred Stock		—			208,202			(208,202	)		(1	)b		—									—
SHAREHOLDERS’ DEFICIT
Class A common stock		—			—			1			(1	)a		12			(2	)		(1	)k		10
								6			(1	)b
								7			(1	)e
								1			(1	)g
								3			(1	)i
Class B common stock		1			—			(1	)		(1	)g		—
Common Shares		—			1			(7	)		(1	)e		—
Treasury shares		—			(1,175	)		1,175			(1	)d		—									—
Additional paid-in capital		—			8,484			74,999			(1	)a		612,114			(237,116	)		(1	)k		374,998
								208,196			(1	)b
								3,439			(1	)c
								(1,175	)		(1	)d
								(26,882	)		(1	)h
								345,053			(1	)i
Accumulated deficit		(26,882	)		(102,866	)		(33,873	)		(1	)f		(136,739	)		12,878			(1	)l		(123,860	)
								26,882			(1	)h

Total Shareholders’ deficit		(26,881	)		(95,55	)		597,824						475,387			(224,240	)					251,148

Total liabilities and shareholders’ deficit		345,980			123,643			29,052						498,675			(224,240	)					274,436

100

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(in thousands, except share and per share amounts)


	PTAC		Tomorrow.io		RSS		Assuming No Redemptions								Assuming Maximum Redemptions
	PTAC		Tomorrow.io		RSS		Pro Forma Adjustments			Notes			Pro Forma Combined		Additional Pro Forma Adjustments		Notes	Pro Forma Combined
Revenue	$	—	$	5,969	$	2,807	$	(253	)		(2	)g	$	8,523	$	—		$	8,523
Cost of revenues				2,351		1,496		(97	)		(2	)g		3,750					3,750

Gross profit (loss)		—		3,618		1,311		(156	)					4,773		—			4,773
Operating Expenses:
Research and development		—		11,775		—		—						11,775					11,775
Sales and marketing		—		10,054		—		—						10,054					10,054
General and administrative		2		6,338		1,303		—						7,643					7,643

Total operating expenses		2		28,167		1,303