Delaware |
6770 |
86-1328728 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
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 |
Large accelerated filer |
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Accelerated filer |
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☒ | Smaller reporting company | |||||
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Emerging growth company |
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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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)(4) | ||||
Class A Common Stock, par value $0.0001 |
31,118,653 |
N/A |
$3,025.22 |
$0.28 | ||||
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(1) |
Based on the maximum number of shares of Class A common stock, $0.0001 par value per share (“ Class A Common Stock Business Combination PTAC Tomorrow.io |
(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 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. |
(4) |
The filing fee has been previously paid. |
Sincerely, | ||
Christopher Longo | ||
Chief Executive Officer and Director | ||
Pine Technology Acquisition Corp. |
By Order of the Board of Directors | ||
Christopher Longo | ||
Chief Executive Officer and Director |
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F-1 |
Merger Agreement | ||
Form of Amended and Restated Certificate of Incorporation of the Combined Entity | ||
Form of Amended and Restated Bylaws of the Combined Entity | ||
The Tomorrow Companies Inc. 2022 Stock Option and Incentive Plan | ||
The Tomorrow Companies Inc. 2022 Employee Stock Purchase Plan | ||
Opinion of Houlihan Lokey |
• | 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 Minimum Cash Condition |
• | 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, including the impact of any variants such as Omicron; |
• | 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. |
Q: |
Why am I receiving this proxy statement/prospectus? |
A: | 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 Annex A |
Q: |
Who Is Tomorrow.io? |
A: | Tomorrow.io is a is a software-as-a-service (“ SaaS “Information About Tomorrow.io” |
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. |
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: |
1. | The Business Combination Proposa |
2. | The Nasdaq Stock Issuance Proposal The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration, The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration |
3. | The Charter Amendment Proposal Annex B |
(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 66 2 ⁄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 66 2 ⁄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 66 2 ⁄3 % of the Combined Entity’s then outstanding shares of capital stock entitled to vote generally at an election of directors. |
4. | The Incentive Plan Proposal Annex D |
5. | The ESPP Proposal Annex E |
6. | The Election of Directors Proposal |
7. | The Bylaws Proposal Annex C |
8. | The Adjournment Proposal |
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: https://www.cstproxy.com/pinetechnology/2022 |
Q: |
Is my vote important? |
A: | 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 FOR FOR FOR FOR FOR FOR FOR FOR |
Q: |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: | 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? |
A: | 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. |
Q: |
Are the Proposals conditioned on one another? |
A: | 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? |
A: | 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? |
A: | 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? |
A: | 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, the Other PIPE Investors (as defined below) will own approximately 4% of the Combined Entity’s common stock (such that 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. Additionally, Public Stockholders who continue to remain stockholders of the Combined Entity will be subject to dilution as a result of (i) the exercise of PTAC Warrants, (ii) the Closing Parent RSU Grant and (iii) issuances under the Equity Incentive Plan and Employee Stock Purchase Plan. |
Q: |
Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination? |
A: | Yes. As disclosed elsewhere in this proxy statement/prospectus, 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 Acquisition Company II, LLC 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 Acquisition Company II, LLC. In light of the existence of such investment, the Board elected to obtain an opinion from Houlihan Lokey Capital, Inc. (“ Houlihan Lokey |
Q: |
Why is PTAC providing stockholders with the opportunity to vote on the Business Combination? |
A: | 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? |
A: | Yes. On December 7, 2021, PTAC entered into Subscription Agreements (the “ PIPE Subscription Agreements Other PIPE Investors PIPE Investors |
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? |
A: | 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? |
A: | 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? |
A: | 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 |
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: |
• | 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. |
• | 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. |
• | 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 (valued at $ based on the closing price of the PTAC Class A Common Stock on the Record Date) prior to the PTAC IPO for an aggregate purchase price of $25,000. |
• | 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 (valued at $7,476,000 based on a valuation as of September 30, 2021, the most recent date for which a valuation is available) held by the Sponsor will be worthless. |
• | The Sponsor and PTAC’s directors and officers will lose their entire investment ($9,274,999.50 in the aggregate, consisting of (i) the $25,000 paid by our Sponsor for the Founder Shares, (ii) $8,899,999.50 paid by our Sponsor for the Private Placement Warrants and (iii) $350,000 advanced by Sponsor to PTAC in respect of the Note (to the extent there are insufficient funds outside the Trust Account to repay the Note) in PTAC if PTAC does not complete a business combination by March 15, 2023. Additionally, our Sponsor, directors and officers are entitled to reimbursement of $2,000 in fees and out-of-pocket expenses they have incurred in connection with the Business Combination. 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 and/or officers. |
• | 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, our Sponsor, directors and officers can earn a positive rate of return on their investment even if Public Stockholders experience a negative rate of return in the Combined Entity. |
• | 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. |
• | 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. |
• | 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 |
• | Following the Closing, PTAC will continue to indemnify PTAC’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy. |
• | 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 |
• | Sponsor, an entity in which each of our directors and officers has an indirect interest, as well as an entity associated with principals of Peel, has subscribed for PTAC Common Stock in the PIPE Investment. |
Q: |
What happens if I sell my shares of PTAC Common Stock before the Special Meeting? |
A: | 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? |
A: | 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? |
A: | 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 |
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? |
A: | 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? |
A: | 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: |
Q: |
What are the U.S. federal income tax consequences of exercising my redemption rights? |
A: | 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 |
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: |
• | PTAC stockholders who properly exercise their redemption rights; |
• | the underwriters of the PTAC IPO their deferred underwriting commissions; |
• | 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; |
• | unpaid franchise and income taxes of PTAC; and |
• | 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 |
Q: |
When is the Business Combination expected to be completed? |
A: | 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 |
Q: |
What do I need to do now? |
A: | 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? |
A. | 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 https://www.cstproxy.com/pinetechnology/2022 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. |
Q: |
What will happen if I abstain from voting or fail to vote at the Special Meeting? |
A: | 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? |
A: | 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? |
A: | You may attend the Special Meeting and vote your shares online during the Special Meeting via live webcast by visiting https://www.cstproxy.com/pinetechnology/2022 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 917-262-2373 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. |
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. |
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 https://www.cstproxy.com/pinetechnology/2022 |
Q: |
What should I do if I receive more than one set of voting materials? |
A: | 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? |
A: | PTAC will pay the cost of soliciting proxies for the Special Meeting. PTAC has engaged Innisfree M&A Incorporated , which we refer to as “Innisfree M&A Incorporated,” to assist in the solicitation of proxies for the Special Meeting. PTAC has agreed to pay Innisfree M&A Incorporated a fee of $40,000, plus disbursements. PTAC will reimburse Innisfree M&A Incorporated for reasonable out-of-pocket |
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 |
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 |
• | 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. |
• | Opportunity for growth. |
• | Large addressable market. |
• | Reliable and recurring revenue model. |
• | Experienced management team. |
• | Broad, Diverse and Growing Global Customer Base |
• | Fairness Opinion. |
• | Substantial post-closing economic interest in Tomorrow.io. |
• | Continued Ownership by Tomorrow.io Equityholders. |
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. |
• | Due diligence. |
• | Support of key stockholders. |
• | Tomorrow.io Equityholder lock-up. |
• | Transaction proceeds. |
• | Other alternatives. |
• | Negotiated transaction. |
• | Risk that benefits may not be achieved. |
• | Risks Associated with Tomorrow.io’s business Risk Factors — Risks Related to Tomorrow.io |
• | Liquidation of PTAC. |
• | Redemption risk. |
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. |
• | Exclusivity. |
• | Stockholder vote. |
• | Macroeconomic risks. |
• | Closing conditions. |
• | Post-Business Combination corporate governance. |
• | Fees and expenses. |
• | Interests of certain indirect equityholders of the Sponsor. |
• | Interests of certain other persons. |
• | Other risks. Risk Factors |
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 | 4.0 | % | 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 (3.5%), 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. |
No Redemption Scenario |
Intermediate Redemption Scenario |
Maximum Redemption Scenario (3) |
||||||||||||||||||||||
Shares |
% |
Shares |
% |
Shares |
% |
|||||||||||||||||||
PTAC Public Stockholders |
34,500,000 | % | 22,646,012 | % | 10,792,025 | % | ||||||||||||||||||
Holders of Public Warrants |
11,500,000 | % | 11,500,000 | % | 11,500,000 | % | ||||||||||||||||||
PTAC Sponsor (1) |
17,308,333 | % | 17,308,333 | % | 17,308,333 | % | ||||||||||||||||||
Tomorrow.io Equityholders (2) |
70,000,000 | % | 70,000,000 | % | 70,000,000 | % | ||||||||||||||||||
Other PIPE Investors |
4,750,000 | % | 4,750,000 | % | 4,750,000 | % | ||||||||||||||||||
Closing Parent RSU Grant |
3,000,000 | % | 3,000,000 | % | 3,000,000 | % | ||||||||||||||||||
Issuances under the Equity Incentive Plan |
% | % | % | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
100.0% |
100.0% |
100.0% |
(1) | Includes 2,750,000 shares of PTAC Class A Common Stock purchased by Sponsor in the PIPE Investment and 5,933,333 shares of PTAC Class A Common Stock issuable upon exercise of 5,933,333 Private Placement Warrants. |
(2) | 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 |
(3) | 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. |
• | 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. |
• | 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. |
• | 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 (valued at $ based on the closing price of the PTAC Class A Common Stock on the Record Date) prior to the PTAC IPO for an aggregate purchase price of $25,000. |
• | 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 (valued at $7,476,000 based on a valuation as of September 30, 2021, the most recent date for which a valuation is available) held by the Sponsor will be worthless. |
• | The Sponsor and PTAC’s directors and officers will lose their entire investment ($9,274,999.50 in the aggregate, consisting of (i) the $25,000 paid by our Sponsor for the Founder Shares, (ii) $8,899,999.50 paid by our Sponsor for the Private Placement Warrants and (iii) $350,000 advanced by Sponsor to PTAC in respect of the Note (to the extent there are insufficient funds outside the Trust Account to repay the Note) in PTAC if PTAC does not complete a business combination by March 15, 2023. Additionally, our Sponsor, directors and officers are entitled to reimbursement of $2,000 in fees and out-of-pocket expenses they have incurred in connection with the Business Combination. 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 and/or officers. |
• | 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, our Sponsor, directors and officers can earn a positive rate of return on their investment even if Public Stockholders experience a negative rate of return in the Combined Entity. |
• | 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. |
• | 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. |
• | 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. |
• | 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 |
• | Sponsor, an entity in which each of our directors and officers has an indirect interest, as well as an entity associated with principals of Peel, has subscribed for PTAC Common Stock in the PIPE Investment. |
• | 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 |
• | 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. |
(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) | 46,297 | |||||||
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 $345.1 million held in the Trust Account and $0.4 million 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 $108.0 million held in the Trust Account and $0.4 million 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. |
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 | ) | ||||
|
|
|
|
|
|
|
|
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 | ) |
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 | ) | |||||||
|
|
|
|
|
|
|
|
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 | ) |
• | Assuming No Redemptions |
• | Maximum Redemption |
(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 |
41,813 | 41,813 | ||||||
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 |
• | 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. |
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 | ||||||||||||
|
|
|
|
|
|
|
|
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 | N/A | N/A | |||||||||||||||||||||
Basic and diluted net income per share, Class A |
N/A | N/A | N/A | |||||||||||||||||||||
Weighted average shares outstanding of Class B common stock-basic and diluted |
7,500,000 | N/A | N/A | |||||||||||||||||||||
Basic and diluted net income per share, Class B |
$ | — | N/A | N/A | ||||||||||||||||||||
Weighted average common shares used in computing basic and diluted net loss per common share |
9,212,841 | N/A | N/A | |||||||||||||||||||||
Basic and diluted net loss per common share |
$ | (2.95 | ) | N/A | N/A | |||||||||||||||||||
Total book value per share (2) |
N/A | (2) | N/A | (2) | N/A | N/A | ||||||||||||||||||
Weighted average shares outstanding of PTAC Class A common stock, basic and diluted |
12,625,000 | 96,917,025 | N/A | 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 | 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. |
(in thousands, except share and per share amounts) |
Historical |
Pro Forma Combined |
Tomorrow.io equivalent pro forma per share data (3) |
|||||||||||||||||||||
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 | ) | N/A | (2) | $ | 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) |