Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In accordance with the U.S. Securities and Exchange Commission (the "SEC") staff
guidance on redeemable equity instruments which has been codified in ASC
480-10-S99, the management of Pine Technology Acquisition Corp. (the "Company")
has re-evaluated the Company's application of ASC 480-10-S99 to its accounting
classification of the redeemable shares of Class A common stock, par value
$0.0001 per share (the "Public Shares"), issued as part of the units sold in the
Company's initial public offering (the "IPO") which closed on March 15, 2021.
Historically, a portion of the Public Shares was classified as permanent equity
to maintain stockholders' equity greater than $5,000,000 on the basis that the
Company will consummate its initial business combination only if the Company has
net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the
Company's management has determined that the Public Shares include certain
provisions that require classification of the Public Shares as temporary equity
regardless of the minimum net tangible assets required to complete the Company's
initial business combination.
Therefore, on November 15, 2021, the Company's management, after consultation
with the audit committee of the Company's board of directors (the "Audit
Committee") concluded that the Company's previously issued (i) audited balance
sheet as of March 15, 2021, as previously restated in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with
the SEC on May 24, 2021 (the "Q1 Form 10-Q"), (ii) unaudited interim financial
statements included in the Q1 Form 10-Q and (iii) unaudited interim financial
statements included in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021
(collectively, the "Affected Periods"), should be restated to classify all
Public Shares as temporary equity and should no longer be relied upon. As such,
the Company has restated its financial statements for the Affected Periods in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, filed with the SEC on November 18, 2021 (the "Q3 Form
10-Q"), as described therein.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the IPO (the "Trust Account").
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation plan with respect to
such material weakness is described in more detail in the Q3 Form 10-Q.
The Company's management has discussed the matters disclosed in this Current
Report on Form 8-K pursuant to this Item 4.02 with Marcum.
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PINE TECHNOLOGY ACQUISITION CORP. 