Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Consideration and Structure
Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of Tomorrow.io in exchange for 70,000,000 shares of the Company's Class A common stock (the "Class A Common Stock"), that will be issued (or reserved for issuance upon the exercise of options) at the effective time of the Merger (the "Effective Time").
Pursuant to the Merger Agreement, at or prior to the Effective Time, each option exercisable for Tomorrow.io's common stock that is outstanding immediately prior to the Effective Time shall be assumed by the Company and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to the exercise price and number of shares of Class A Common Stock issuable upon exercise. In addition, the Merger Agreement contemplates that within the 30-day period following the Closing Date, the Combined Entity will make a grant of 3,000,000 restricted stock units to certain key employees of Tomorrow.io and its subsidiaries, with each restricted stock unit providing the holder thereof the opportunity to be issued one share of Class A Common Stock, as further described in the Merger Agreement.
Representations, Warranties and Covenants
The Parties have agreed to customary representations and warranties for transactions of this type. In addition, the Parties agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Tomorrow.io, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and the Closing. Subject to limited exceptions, the representations and warranties of the Parties and the covenants made under the Merger Agreement will not survive the Closing.
Conditions to Closing
Under the Merger Agreement, the obligations of the Parties to consummate the
Merger are subject to the satisfaction or waiver of certain customary closing
conditions applicable to the respective Parties, including, without limitation:
(i) receipt of the requisite vote of the Company's stockholders and
Tomorrow.io's stockholders; (ii) the receipt of consents or approvals from
certain governmental, regulatory or administrative authorities; (iii) the
aggregate cash proceeds from the Company's trust account, together with the
proceeds from the subscriptions, equaling no less than
1 Termination
The Merger Agreement may be terminated under certain customary and limited
circumstances at any time prior to the Closing, including, without limitation,
by the Company or Tomorrow.io, if (i) (A) the Closing has not occurred by
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
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Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Class A Common Stock in connection with the transactions contemplated by the Merger Agreement and the PIPE Subscription Agreements is incorporated by reference herein. The Class A Common Stock issuable pursuant to the PIPE Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto is the form of investor presentation to be used by the Company and Tomorrow.io in presentations to certain of their securityholders and other persons regarding the Merger.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events. Registration Rights Agreement
In connection with the Closing, Sponsor and certain other stockholders will enter into a registration rights agreement (the "Registration Rights Agreement") with the Company and Tomorrow.io, pursuant to which such stockholders can each request to sell all or any portion of their registrable securities in an underwritten offering under certain circumstances and will each also have piggyback registration rights for these securities. In addition, following the consummation of the Merger, the Combined Entity is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of the Combined Entity. The registration of these securities will permit the public resale of such securities, subject to certain contractual restrictions imposed by such agreement and the Merger Agreement.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated by reference herein.
Lock-Up Agreements
In connection with the Closing, certain stockholders of Tomorrow.io and Sponsor
will enter into lock-up agreements with the Company (the "Lock-Up Agreements"),
pursuant to which the stockholder parties thereto and Sponsor will agree to not
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase, make any short sale or otherwise dispose of or agree to
dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Exchange Act, and the rules and regulations of the
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The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement, a form of which is attached hereto as Exhibit 10.5 and is incorporated by reference herein.
Important Information About the Merger and Where to Find It
A full description of the terms of the Merger will be provided in a registration
statement on Form S-4 to be filed with the
Participants in the Solicitation
The Company, Tomorrow.io and certain of their respective directors, executive
officers and employees may be considered to be participants in the solicitation
of proxies in connection with the transaction. Information regarding the persons
who may, under the rules of the
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
safe harbor provisions under applicable securities laws, including the United
States Private Securities Litigation Reform Act of 1995, that are based on
beliefs and assumptions and on information currently available. In some cases,
you can identify forward-looking statements by the following words: "may,"
"will," "could," "would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "estimate," "predict," "project," "potential," "continue," "ongoing"
or the negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. These statements involve risks,
uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. These
forward-looking statements include, but are not limited to, statements regarding
projections, estimates and forecasts of revenue and other financial and
performance metrics and projections of market opportunity and expectations, the
expected cash proceeds from the transaction, the ability to complete the Merger
due to the failure to obtain approval from the Company's stockholders or satisfy
other closing conditions in the Merger Agreement, the occurrence of any event
that could give rise to the termination of the Merger Agreement, the ability to
recognize the anticipated benefits of the Merger, the amount of redemption
requests made by the Company's public stockholders, the estimated implied equity
value of the Combined Entity, Tomorrow.io's ability to effectively compete in
its industry, Tomorrow.io's ability to scale and grow its business, including
the timing of the planned satellite launches in 2022, the cash position of the
Combined Entity following Closing and the timing of the Closing of the Merger.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. You should carefully
consider the risks and uncertainties described in the Pine Technology Final
Prospectus, and Quarterly Report on Form 10-Q for the quarter ended
5 No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1*+ Agreement and Plan of Merger, dated as ofDecember 7, 2021 , by and amongThe Tomorrow Companies Inc. ,Pine Technology Acquisition Corp. andPine Technology Merger Corp. 10.1+ Form of PIPE Subscription Agreement, dated as ofDecember 7, 2021 . 10.2+ Form ofPine Technology Acquisition Corp. Support Agreement, dated as ofDecember 7, 2021 . 10.3*+ Form ofThe Tomorrow Companies Inc. Support Agreements, dated as ofDecember 7, 2021 . 10.4 Form of Registration Rights Agreement. 10.5+ Form of Lock-Up Agreement. 10.6 Promissory Note, dated as ofDecember 6, 2021 , by and betweenPine Technology Acquisition Corp. andPine Technology Sponsor LLC . 99.1Joint Press release, datedDecember 7, 2021 . 99.2 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). The Company agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
request.
+ Certain portions of this exhibit (indicated by "####") have been redacted
pursuant to Regulation S-K, Item 601(a)(6).
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