As filed with the U.S. Securities and Exchange Commission on February 1, 2022

Registration No. 333-261709

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 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)(4)
Class A Common Stock, par value $0.0001	31,118,653	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.

(4) The filing fee has been previously paid.

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 February 1, 2022

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 https://www.cstproxy.com/pinetechnology/2022. 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

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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”):

(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”)

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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, including an entity associated with principals of Peel Acquisition Company II, LLC (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

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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 49 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.”

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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.

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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: https://www.cstproxy.com/pinetechnology/2022. 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;

(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 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.

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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:

(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”);

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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.

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 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 holders of a majority of the shares of PTAC Common Stock

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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

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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	23
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA OF TOMORROW.IO	40
SUMMARY FINANCIAL AND OTHER DATA OF PTAC	42
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	43
COMPARATIVE SHARE INFORMATION	45
RISK FACTORS	49
SPECIAL MEETING OF PTAC STOCKHOLDERS IN LIEU OF THE 2022 ANNUAL MEETING OF PTAC STOCKHOLDERS	96
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	102
THE BUSINESS COMBINATION PROPOSAL	115
THE NASDAQ STOCK ISSUANCE PROPOSAL	158
THE CHARTER AMENDMENT PROPOSAL	160
THE INCENTIVE PLAN PROPOSAL	165
THE ESPP PROPOSAL	171
THE ELECTION OF DIRECTORS PROPOSAL	175
THE BYLAWS PROPOSAL	176
THE ADJOURNMENT PROPOSAL	177
INFORMATION ABOUT PTAC	178
EXECUTIVE OFFICERS AND DIRECTORS OF PTAC	181
SELECTED FINANCIAL AND OTHER DATA OF PTAC	185
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PTAC	186
INFORMATION ABOUT TOMORROW.IO	192
EXECUTIVE COMPENSATION OF TOMORROW.IO	210
MANAGEMENT AFTER THE BUSINESS COMBINATION	217
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TOMORROW.IO	223
DESCRIPTION OF SECURITIES AFTER THE BUSINESS COMBINATION	240
SHARES ELIGIBLE FOR FUTURE SALE	249
COMPARISON OF STOCKHOLDER RIGHTS	251
TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY	260
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	261
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	264
ADDITIONAL INFORMATION	271
WHERE YOU CAN FIND MORE INFORMATION	273
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

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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. 333-261709) (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:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll free: (877) 750-8129

Banks and Brokers may call collect: (212) 750-5833

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.

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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.”

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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.

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“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.

“Peel” means Peel Acquisition Company II, LLC.

“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, including an entity associated with principals of Peel, 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

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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.

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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, 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;

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• 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.

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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: https://www.cstproxy.com/pinetechnology/2022. To participate in the Special Meeting via live webcast, visit https://www.cstproxy.com/pinetechnology/2022 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?

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.” 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: Who Is Tomorrow.io?

A: Tomorrow.io is a is a software-as-a-service (“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’s core technology includes in-house high-resolution forecasting models, weather intelligence SaaS and proprietary global weather data, to help companies across industries such as airlines, utilities, insurance, sports, and on-demand services, to adapt and thrive in an era of climate crisis. Tomorrow.io’s goal is to build the world’s first comprehensive global weather data set through its future satellite constellations and to democratize access to weather forecasting. See “Information About Tomorrow.io” for a discussion of Tomorrow.io’s business.

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

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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:

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

2. 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.

3. 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.

4. 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.

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5. 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.

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

7. 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.

8. 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: https://www.cstproxy.com/pinetechnology/2022, 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?

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” 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?

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

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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?

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

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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.

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?

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”), 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.

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. Houlihan

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Lokey’s opinion only addressed fairness to all stockholders of PTAC as a group (and did not specifically address fairness to stockholders of PTAC unaffiliated with Sponsor or its affiliates).

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?

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”) with Sponsor and certain other investors, including an entity associated with principals of Peel (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?

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

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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”), 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:

• 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

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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”). 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.

• 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.

• 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.

In light of the foregoing, the Sponsor and PTAC’s directors and executive officers will receive material benefits from the completion of the Business Combination and could, in theory, be incentivized to complete the Business Combination with Tomorrow.io rather than liquidate even if (i) Tomorrow.io is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, our Sponsor and directors and officers could, in theory, have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders.

These interests could, in theory, 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?

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” 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.

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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:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th 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

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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?

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.” 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:

• 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” for information regarding the parties’ specific termination rights.

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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?

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”; 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?

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. 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

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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?

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. 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 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.

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 1 800-450-7155 (U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada), when prompted enter the pin 5489034#. This is listen only, you will not be able to vote or enter questions during the Special Meeting.

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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 https://www.cstproxy.com/pinetechnology/2022 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?

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 expenses and will indemnify Innisfree M&A Incorporated 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.

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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:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll free: (877) 750-8129

Banks and Brokers may call collect: (212) 750-5833

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, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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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.”

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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

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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.

• 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.

• 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

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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 and a $5 million investment by an entity associated with principals of Peel, 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.

• 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.

• 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).

• 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.

• 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.

• 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:

• 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.

• 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.”

• 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.

• 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

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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. 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.

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

• 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.

• 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.

• 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.

• 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:

• 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.

• 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.

• 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

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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. Houlihan Lokey’s opinion only addressed fairness to all stockholders of PTAC as a group (and did not specifically address fairness to stockholders of PTAC unaffiliated with Sponsor or its affiliates). 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. The 30-day HSR Act waiting period with respect to the Business Combination expired at 11:59 p.m. Eastern Time on January 13, 2022. CFIUS has informed the parties to the short-form declaration that, after reviewing the information provided regarding the Business Combination, CFIUS concluded that the Business Combination is not a covered transaction and therefore not subject to review by CFIUS. This notification from CFIUS satisfies the CFIUS Approval condition in the Merger Agreement.

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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		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

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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.

A one percent change in the number of Public Shares redeemed in the No Redemption Scenario, the “Intermediate Redemption Scenario”, which assumes 11,853,988 Public Shares are redeemed (such number of Public Shares being the mid-point of the number of shares redeemed in the No Redemption Scenario and the Maximum Redemption Scenario) and in the Maximum Redemption Scenario would result in a change in the book value per share of $0.02, $0.02 and $0.03, respectively.

Assuming (i) the exercise of all 17,433,333 PTAC Warrants outstanding as of immediately prior to the Closing (consisting of 11,500,000 Public Warrants and 5,933,333 Private Placement Warrants) for 17,433,333 shares of the Combined Entity’s common stock, (ii) the issuance of              shares of the Combined Entity’s common stock under the Equity Incentive Plan (including shares issuable upon exercise of options exercisable for Tomorrow.io Stock), which is intended to be adopted following the Closing and (iii) the issuance of 3,000,000 shares upon vesting of the Closing Parent RSU Grants, the percentage ownership retained by the PTAC’s existing stockholders in the Combined Entity will be different, the ownership levels in PTAC would be:

	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.

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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:

(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

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(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.

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.”

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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: https://www.cstproxy.com/pinetechnology/2022. 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 Innisfree M&A Incorporated 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.

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 a single class, vote “FOR” such proposal. The Election of

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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.

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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.

• 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

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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 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.

• 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.

In light of the foregoing, the Sponsor and PTAC’s directors and executive officers will receive material benefits from the completion of the Business Combination and could, in theory, be incentivized to complete the Business Combination with Tomorrow.io rather than liquidate even if (i) Tomorrow.io is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, our Sponsor and directors and officers could, in theory, have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders.

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.

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• 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

37

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)	46,297
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.

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.”

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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.

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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	)

40

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	)

41

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	)

42

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.

43

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		41,813			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

44

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

45

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

46

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.

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.

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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)
	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)