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Commitments & Contingencies
12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments & Contingencies

Note 6 - Commitments & Contingencies

 

Registration Rights

 

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on March 10, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 

 

Underwriting Agreement

 

On March 15, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

 

Termination of Business Combination Agreement

 

On December 7, 2021, the Company entered into the Merger Agreement by and among the Company, Merger Sub and Tomorrow.io. On March 6, 2022, the Parties entered into the Termination Agreement pursuant to which, due to market conditions, the parties agreed to terminate the Merger Agreement effective as of such date, after taking several factors into consideration. Pursuant to the Termination Agreement, Tomorrow.io will pay the Company $1,500,000 upon the earliest to occur of (a) 120 days from the date of the Termination Agreement, (b) two business days after the initial closing of Tomorrow.io’s Next Financing and (c) immediately prior to the consummation of a Change of Control.

 

As a result of the Termination Agreement, the Merger Agreement is of no further force and effect, and certain agreements entered into and in connection with the Merger Agreement, including, but not limited to, the Parent Support Agreement, dated as of December 7, 2021, by and among the Company, Tomorrow.io and Pine Technology Sponsor LLC, the Voting and Support Agreements, dated as of December 7, 2021, by and among the Company, Merger Sub, Tomorrow.io and certain Tommorrow.io stockholders, and the Subscription Agreements, dated December 7, 2021, by and among the Company and certain investors, will either be terminated or no longer effective, as applicable, in accordance with their respective terms.  

 

n connection with the merger (the “Merger”) contemplated under the Merger Agreement, the Company had entered into engagement letters with Moelis & Company LLC and PJT Partners LP in respect of their roles as co-placement agents for the Subscription Agreements and with Moelis & Company LLC in respect of its role as the Company’s financial advisor. Under the terms of such engagement letters, Moelis & Company LLC and PJT Partners LP were entitled to receive advisory fees upon consummation of the Merger. Certain terms and conditions of such engagements survive the Termination Agreement. Additionally, certain fees payable to the Company’s legal advisor will be payable upon consummation of the Company’s initial business combination.

 

Legal Proceedings

 

In connection with the Merger, two purported stockholders sent demand letters, one of which included a draft complaint, alleging breaches of fiduciary duty and threatening litigation. No amount of damages was stated in either letter. The Company believes that these threatened lawsuits are without merit and, if filed, intend to defend the matters vigorously. The Company is currently unable to reasonably determine the outcome of any potential litigation or estimate any potential losses, and, as such, have not recorded a loss contingency. As a result of the Termination Agreement, the Company does not expect the threatened lawsuits to be filed. There is no other material litigation, arbitration or governmental proceeding currently pending against the Company or any members of its management team in their capacity as such.