UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


	☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

PINE ISLAND ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-39707

85-2640308

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


2455 E. Sunrise Blvd. Suite 1205
Fort Lauderdale, FL		33304
(Address of principal executive offices)		(Zip Code)

(954) 526-4865

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each Exchange on which Registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	PIPP.U	The New York Stock Exchange
Shares of Class A common stock, included as part of the units	PIPP	The New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	PIPP WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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 filer ⌧				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 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ◻

As of August 16, 2021, 21,838,800 shares of Class A common stock, par value $0.0001 per share, and 5,459,700 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	3

	Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	3

	Unaudited Condensed Statements of Operations for The Three and Six Months Ended June 30, 2021	4

	Unaudited Condensed Statements of Changes in Stockholders’ Equity for The Three and Six Months Ended June 30, 2021	5

	Unaudited Condensed Statement of Cash Flows for The Six Months Ended June 30, 2021	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

SIGNATURES


	June 30, 2021		December 31, 2020
	(unaudited)
Assets:
Current assets:
Cash	$	84,497	$	403,875
Prepaid expenses		630,489		875,684
Total current assets		714,986		1,279,559
Investments held in Trust Account		218,439,749		218,402,560
Total Assets	$	219,154,735	$	219,682,119

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	153,205	$	83,866
Accrued expenses		424,500		90,000
Franchise tax payable		69,671		72,329
Total current liabilities		647,376		246,195

Derivative warrant liabilities		13,944,980		21,175,240
Deferred underwriting commissions		7,643,580		7,643,580
Total liabilities		22,235,936		29,065,015

Commitments and Contingencies

Class A common stock, $0.0001 par value; 19,191,879 and 18,561,710 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively		191,918,790		185,617,100

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,646,921 and 3,277,090 shares issued and outstanding (excluding 19,191,879 and 18,561,710 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively		265		328
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,459,700 shares issued and outstanding		546		546
Additional paid-in capital		1,038,713		7,340,340
Retained earnings (accumulated deficit)		3,960,485		(2,341,210)
Total stockholders' equity		5,000,009		5,000,004
Total Liabilities and Stockholders' Equity	$	219,154,735	$	219,682,119


	For The Three		For The Six
	Months Ended		Months Ended
	June 30, 2021		June 30, 2021
General and administrative expenses	$	596,381	$	866,178
Franchise tax expense		49,863		99,577
Loss from operations		(646,244)		(965,755)
Other income (expenses):
Change in fair value of derivative warrant liabilities		2,765,940		7,230,260
Income on investments held in trust account		4,765		37,189
Net income	$	2,124,461	$	6,301,694

Weighted average shares outstanding of redeemable common stock subject to redemption, basic and diluted		18,981,768		18,775,207
Basic and diluted net income per share, redeemable common stock subject to redemption	$	0.00	$	0.00

Weighted average shares outstanding of non-redeemable common stock, basic and diluted		8,316,732		8,523,293
Basic and diluted net income per share, non-redeemable common stock	$	0.26	$	0.74


	Common Stock										Total
	Class A			Class B			Additional Paid-In		Retained Earnings		Stockholders'
	Shares	Amount		Shares	Amount		Capital		(Accumulated Deficit)		Equity
Balance - January 1, 2021	3,277,090	$	328	5,459,700	$	546	$	7,340,340	$	(2,341,210)	$	5,000,004
Common stock subject to possible redemption	(417,723)		(42)	—		—		(4,177,188)		—		(4,177,230)
Net income	—		—	—		—		—		4,177,234		4,177,234
Balance - March 31, 2021 (unaudited)	2,859,367		286	5,459,700		546		3,163,152		1,836,024		5,000,008
Common stock subject to possible redemption	(212,446)		(21)	—		—		(2,124,439)		—		(2,124,460)
Net income	—		—	—		—		—		2,124,461		2,124,461
Balance - June 30, 2021 (unaudited)	2,646,921	$	265	5,459,700	$	546	$	1,038,713	$	3,960,485	$	5,000,009


Cash Flows from Operating Activities:
Net income	$	6,301,694
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(7,230,260)
Income on investments held in trust account		(37,189)
Changes in operating assets and liabilities:
Prepaid expenses		245,196
Accounts payable, excluding offering costs		97,219
Accrued expenses		334,500
Franchise tax payable		(2,658)
Net cash used in operating activities		(291,498)

Cash Flows from Financing Activities:
Offering costs paid		(27,880)
Net cash used in financing activities		(27,880)

Net change in cash		(319,378)

Cash - beginning of the period		403,875
Cash - end of the period	$	84,497

Supplemental disclosure of non-cash financing activities:
Change in value of common stock subject to possible redemption	$	6,301,690


	Fair value Measured as of June 30, 2021
Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account - U.S. Treasury Securities ⁽¹⁾	$	218,439,396	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants	$	8,808,320	$	—	$	—
Derivative warrant liabilities - Private Placement Warrants	$	—	$	—	$	5,136,660


	Fair value Measured as ofDecember 31, 2020
Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account ⁽¹⁾	$	218,401,527	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public and Private Placement Warrants	$	—	$	—	$	21,175,240


	As of June 30, 2021		As of March 31, 2021		As of December 31, 2020
Volatility		21.0%		23.5%		30.0%
Stock price	$	9.76	$	10.01	$	9.70
Time to M&A		5.50		5.75		6
Risk-free rate		0.9%		1.0%		0.5%
Dividend yield		0.0%		0.0%		0.0%


Derivative warrant liabilities at December 31, 2020	$	21,175,240
Transfer of Public Warrants to Level 1		(13,321,670)
Change in fair value of derivative warrant liabilities - Level 3		(1,698,070)
Derivative warrant liabilities at March 31, 2021 - Level 3	$	6,155,500
Change in fair value of derivative warrant liabilities - Level 3		(1,018,840)
Derivative warrant liabilities at June 30, 2021 - Level 3	$	5,136,660

Exhibit Number		Description

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


	PINE ISLAND ACQUISITION CORP.

	By:	/s/ Philip A. Cooper
	Name:	Philip A. Cooper
	Title:	Chief Executive Officer

SEC Form 10-Q filed by Pine Island Acquisition Corp.