Delaware |
6770 |
86-1328728 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
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 |
Large accelerated filer |
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Accelerated filer |
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☒ | Smaller reporting company | |||||
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Emerging growth company |
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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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 | ||||
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(1) |
Based on the maximum number of shares of Class A common stock, $0.0001 par value per share (“ Class A Common Stock Business Combination PTAC Tomorrow.io |
(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 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. |
Sincerely, | ||
Christopher Longo | ||
Chief Executive Officer and Director | ||
Pine Technology Acquisition Corp. |
By Order of the Board of Directors | ||
Christopher Longo | ||
Chief Executive Officer and Director |
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F-1 |
Merger Agreement | ||
Form of Amended and Restated Certificate of Incorporation of the Combined Entity | ||
Form of Amended and Restated Bylaws of the Combined Entity | ||
The Tomorrow Companies Inc. 2022 Stock Option and Incentive Plan | ||
The Tomorrow Companies Inc. 2022 Employee Stock Purchase Plan | ||
Opinion of Houlihan Lokey |
• | 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 Minimum Cash Condition |
• | 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; |
• | 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. |
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 Annex A |
Q: |
Who Is Tomorrow.io? |
A: | Tomorrow.io is a is a software-as-a-service (“ SaaS “Information About Tomorrow.io” |
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. |
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 Proposa |
2. | The Nasdaq Stock Issuance Proposal The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration, The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration |
3. | The Charter Amendment Proposal Annex B |
(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 66 2 ⁄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 66 2 ⁄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 66 2 ⁄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 Annex D |
5. | The ESPP Proposal Annex E |
6. | The Election of Directors Proposal |
7. | The Bylaws Proposal Annex C |
8. | The Adjournment Proposal |
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 |
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 FOR FOR FOR FOR FOR FOR FOR FOR |
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 |
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. |
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 |
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. |
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 |
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 Other PIPE Investors PIPE Investors |
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 |
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 |
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 |
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 |
• | 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 |
• | 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. |
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 |
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. |
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: |
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 |
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 |
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 |
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 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. |
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 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. |
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. |
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 |
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 |
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 |
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 |
• | 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. |
• | Opportunity for growth. |
• | Large addressable market. |
• | Reliable and recurring revenue model. |
• | Experienced management team. |
• | Broad, Diverse and Growing Global Customer Base |
• | Fairness Opinion. |
• | Substantial post-closing economic interest in Tomorrow.io. |
• | Continued Ownership by Tomorrow.io Equityholders. |
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. |
• | Due diligence. |
• | Support of key stockholders. |
• | Tomorrow.io Equityholder lock-up. |
• | Transaction proceeds. |
• | Other alternatives. |
• | Negotiated transaction. |
• | Risk that benefits may not be achieved. |
• | Risks Associated with Tomorrow.io’s business Risk Factors — Risks Related to Tomorrow.io |
• | Liquidation of PTAC. |
• | Redemption risk. |
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. |
• | Stockholder vote. |
• | Macroeconomic risks. |
• | Closing conditions. |
• | Post-Business Combination corporate governance. |
• | Fees and expenses. |
• | Interests of certain indirect equityholders of the Sponsor. |
• | Interests of certain other persons. |
• | Other risks. Risk Factors |
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 |
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. |
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. |
• | 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 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 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 |
• | 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. |
• | 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. |
• | 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 |
• | 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. |
(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. |
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 | ) | ||||
|
|
|
|
|
|
|
|
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 | ) |
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 | ) | |||||||
|
|
|
|
|
|
|
|
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 | ) |
• | Assuming No Redemptions |
• | Maximum Redemption |
(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 |
• | 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. |
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 | ||||||||||||
|
|
|
|
|
|
|
|
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 |
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. |
(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) | The equivalent pro forma basic and diluted per share data for Tomorrow.io is based on the expected Conversion Ratio of 0.81128 (calculated as of the Record Date) for both No Redemptions and Max Redemptions scenarios. The equivalent pro forma shares outstanding for Tomorrow.io represent the total consideration shares of up to million, less shares underlying unvested, unissued, and/or unexercised stock options and warrants, as described in more detail under the heading titled “ The Business Combination Proposal — Acquisition of Tomorrow.io; Merger Consideration |
(4) | There were no cash dividends declared in the periods presented. |
• | Mechanical and electrical failures due to manufacturing error or defect, including: |
• | mechanical failures that degrade the functionality of a satellite, such as the failure of solar array panel drive mechanisms, rate gyros, or momentum wheels; |
• | ARENA radar failures |
• | antenna failures and defects that degrade the communications capability of the satellite; |
• | circuit failures that reduce the power output of the solar array panels on the satellites; |
• | failure of the battery cells that power the payload and spacecraft operations during daily solar eclipse periods; |
• | power system failures that result in a shutdown or loss of the satellite; |
• | avionics system failures, including GPS, that degrade or cause loss of the satellite; |
• | control system failures that degrade or cause the inoperability of the satellite; |
• | transmitter or receiver failures that degrade or cause the inability of the satellite to communicate with our ground stations; |
• | communications system failures that affect overall system capacity; |
• | satellite computer or processor re-boots or failures that impair or cause the inoperability of the satellites; and |
• | radio frequency interference emitted internally or externally from the spacecraft affecting the communication links. |
• | Equipment degradation during the satellite’s lifetime, including: |
• | degradation of the batteries’ ability to accept a full charge; |
• | degradation of solar array panels due to radiation; |
• | general degradation of the radar, antenna, and other components resulting from operating in the harsh space environment or other factors, such as from solar flares; |
• | degradation or failure of reaction wheels; |
• | degradation of the thermal control surfaces; |
• | degradation and/or corruption of memory devices; and |
• | system failures that degrade the ability to reposition the satellite. |
• | Deficiencies of control or communications software, including: |
• | failure of the charging algorithm that may damage the satellite’s batteries; |
• | problems with the communications functions of the satellite; |
• | limitations on the satellite’s digital signal processing capability that limit satellite communications capacity; and |
• | problems with the fault control mechanisms embedded in the satellite. |
• | 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. |
• | If we are unable to complete our 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 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 |
• | 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. |
(i) | PTAC issues additional shares of PTAC Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of PTAC’s initial business combination at an issue price or effective issue price of less than $9.20 per share of PTAC Class A Common Stock, |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of PTAC’s initial business combination on the date of the consummation of our initial business combination (net of redemptions), and |
(iii) | the Market Value (as defined herein) is below $9.20 per share, |
• | a limited availability of market quotations for PTAC’s securities; |
• | a determination that PTAC Class A Common Stock is a “penny stock” which will require brokers trading in its PTAC Class A Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for PTAC Class A Common Stock; |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | actual or anticipated fluctuations in the Combined Entity’s quarterly financial results or the quarterly financial results of companies perceived to be similar to the Combined Entity; |
• | changes in the market’s expectations about the Combined Entity’s operating results; |
• | success of competitors; |
• | the Combined Entity’s operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning the Combined Entity or the market in general; |
• | operating and stock price performance of other companies that investors deem comparable to the Combined Entity; |
• | the Combined Entity’s ability to develop product candidates; |
• | changes in laws and regulations affecting the Combined Entity’s business, including any changes that affect development of Tomorrow.io’s products; |
• | commencement of, or involvement in, litigation involving the Combined Entity; |
• | changes in the Combined Entity’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of the Combined Entity’s securities available for public sale; |
• | any major change in the board of directors or management; |
• | sales of substantial amounts of common stock by PTAC’s directors, executive officers or significant stockholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
• | a classified board with a three-year staggered term; |
• | the ability of the Combined Entity’s board of directors to issue one or more series of “blank check” preferred stock; |
• | certain limitations on convening special stockholder meetings; |
• | advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at the Combined Entity’s annual meetings; and |
• | amendment of certain provisions of the organizational documents only by the affirmative vote of at least two-thirds of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. |
• | the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement; |
• | negative reactions from the financial markets, including declines in the price of PTAC’s Class A Common Stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and |
• | the attention of PTAC’s management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination. |
• | any derivative action or proceeding brought on behalf of the Combined Entity; |
• | any action asserting a breach of fiduciary duty; |
• | any action asserting a claim against the Combined Entity arising under the Delaware General Corporation Law, the Proposed Charter, or the Amended Bylaws; |
• | any action to interpret, apply, enforce or determine the validity of the Proposed Charter or the Amended Bylaws; |
• | any action asserting a claim against the Combined Entity that is governed by the internal affairs doctrine; and |
• | any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. |
• | vote “FOR” the Business Combination Proposal; |
• | vote “FOR” the Nasdaq Stock Issuance Proposal; |
• | vote “FOR” the Charter Amendment Proposal; |
• | vote “FOR” each of the Governance Proposals; |
• | vote “FOR” the Incentive Plan Proposal; |
• | vote “FOR” the ESPP Proposal; |
• | vote “FOR” the Election of Directors Proposal; |
• | vote “FOR” the Bylaws Proposal; and |
• | vote “FOR” the Adjournment Proposal, if it is presented to the meeting. |
• | You Can Vote By Signing and Returning the Enclosed Proxy Card |
• | You Can Attend the Special Meeting and Vote Through the Internet https://www.cstproxy.com/pinetechnology/2022 |
• | 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 |
• | check the box on the enclosed proxy card to elect redemption; |
• | provide, in the written request to redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, 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 Common Stock; |
• | 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 we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, PTAC’s transfer agent, at the following address: |
• | deliver your Public Shares either physically or electronically through DTC to PTAC’s transfer agent at least two (2) business days before the Special Meeting. 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. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | the historical audited consolidated financial statements (as restated) of PTAC as of and for the year ended December 31, 2020 and the related notes, which are included elsewhere in this proxy statement/prospectus; |
• | the historical unaudited financial statements (as restated) of PTAC as of and for the nine months ended September 30, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus; |
• | the historical audited financial statements of Tomorrow.io as of and for the year ended December 31, 2020 and the related notes, which are included elsewhere in this proxy statement/prospectus; |
• | the historical unaudited financial statements of Tomorrow.io as of and for the nine months ended September 30, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus; |
• | the historical audited financial statements of RSS as of and for the year ended December 31, 2020 and the related notes, which are included elsewhere in this proxy statement/prospectus; |
• | the historical unaudited financial statements of RSS as of and for the ended April 14, 2021; and |
• | other information relating to PTAC and Tomorrow.io contained in this proxy statement/prospectus, including the Merger Agreement and the description of certain terms thereof set forth in the section titled “The Business Combination Proposal” and the risk factors set forth under the section titled “Risk Factors” beginning on page 49 of this proxy statement/prospectus. |
• | each share of Tomorrow.io Stock will be converted into the right to receive a number of shares of PTAC Class A Common Stock based on the Conversion Ratio (as defined in the Merger Agreement); |
• | each share of Tomorrow.io Stock issued and outstanding immediately prior to the Merger Agreement will be canceled and automatically converted into the right to receive a number of shares of PTAC Class A Common Stock based on the Conversion Ratio; |
• | each Tomorrow.io Warrant will no longer be outstanding, as such warrants will be exercised via a cashless exercise as already agreed by the warrantholders, and the warrantholders will cease to have any rights to Tomorrow.io Stock; and |
• | each outstanding vested and unvested Tomorrow.io stock option will be assumed by PTAC and converted into a Converted Company Option (as defined in the Merger Agreement), exercisable for shares of PTAC Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which will be adjusted using the Conversion Ratio (as defined in the Merger Agreement) that will be determined at the Closing. |
• | Pursuant to PTAC’s existing charter, PTAC’s Public Stockholders will be offered the opportunity to redeem, with such redemption to occur upon the Closing, 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; and |
• | The issuance and sale of 7,500,000 shares of PTAC Class A Common Stock for a purchase price of $10.00 per share for an aggregate purchase price of $75.0 million (the “ PIPE Funds |
• | On April 14, 2021, Tomorrow.io entered into the RSS Purchase Agreement (“ Purchase Agreement |
outstanding shares of capital of RSS, an S Corporation headquartered in Massachusetts, U.S. for a total cash consideration of $11,486,000. On the Purchase Agreement date, Tomorrow.io issued an aggregate of 1,834,044 restricted common shares to certain employees of RSS valued at a total of $7,905,000. The value of these grants was not included in the purchase price of RSS, since their vesting is subject to continued employment (i.e., post combination compensation). This acquisition is referred to as the “ RSS Acquisition |
• | Tomorrow.io’ existing stockholders will have the greater voting interest in the Combined Entity with an estimated 58% voting interest under the no redemption scenario and 72.2% voting interest under the maximum redemption scenario, as of immediately following the Closing; |
• | Tomorrow.io’s senior management will be the senior management of the Combined Entity, including Tomorrow.io’s CEO retaining that position; |
• | Immediately after the Closing, Combined Entity’s board of directors will consist of seven (7) directors: (i) one (1) of whom shall be designated by PTAC and (ii) six (6) of whom shall be designated by Tomorrow.io; and |
• | Tomorrow.io’s operations prior to the Business Combination will comprise the ongoing operations of the Combined Entity. |
• | Assuming No Redemptions |
• | Maximum Redemption |
Assuming No Redemption |
% |
Assuming Maximum Redemption |
% |
|||||||||||||
Public shares |
34,500,000 | 28.6 | % | 10,792,025 | 11.2 | % | ||||||||||
Sponsor shares — Class B to Class A |
8,625,000 | 7.2 | % | 8,625,000 | 8.9 | % | ||||||||||
Shares issued in Business Combination |
70,000,000 | 58.0 | % | 70,000,000 | 72.2 | % | ||||||||||
PIPE Shares |
7,500,000 | 6.2 | % | 7,500,000 | 7.7 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Shares outstanding |
120,625,000 | 100 | % | 96,917,025 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
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. |
PTAC – public and private placement warrants |
17,433,333 | |||
Tomorrow.io – stock options |
11,003,107 | |||
|
|
|||
28,436,440 | ||||
|
|
PTAC |
Tomorrow.io |
Assuming No Redemptions |
Assuming Maximum Redemptions |
|||||||||||||||||||||||||||||
Pro Forma Adjustments |
Notes |
Pro Forma Combined |
Additional Pro Forma Adjustments |
Notes |
Pro Forma Combined |
|||||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 482 | $ | 24,239 | $ | 75,000 | (1 |
)a |
$ | 398,829 | $ | (237,118 | ) | (1 |
)k |
$ | 174,590 | |||||||||||||||
(45,948 | ) | (1 |
)f |
$ | 12,878 | (1 |
)l |
|||||||||||||||||||||||||
345,056 | (1 |
)j |
PTAC |
Tomorrow.io |
Assuming No Redemptions |
Assuming Maximum Redemptions |
|||||||||||||||||||||||||||||
Pro Forma Adjustments |
Notes |
Pro Forma Combined |
Additional Pro Forma Adjustments |
Notes |
Pro Forma Combined |
|||||||||||||||||||||||||||
Marketable securities |
— | 75,650 | 75,650 | 75,650 | ||||||||||||||||||||||||||||
Short-term bank deposits |
— | 126 | 126 | 126 | ||||||||||||||||||||||||||||
Trade receivables, net |
— | 3,256 | 3,256 | 3,256 | ||||||||||||||||||||||||||||
Prepaid expenses and other current assets |
315 | 659 | 974 | 974 | ||||||||||||||||||||||||||||
Inventory |
— | 1,740 | 1,740 | 1,740 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current assets |
797 | 105,670 | 374,108 | 480,575 | (224,240 | ) | 256,336 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Long-term prepaid expense |
127 | — | 127 | 127 | ||||||||||||||||||||||||||||
Long-term restricted cash |
— | 243 | 243 | 243 | ||||||||||||||||||||||||||||
Long-term marketable securities |
— | 2,505 | 2,505 | 2,505 | ||||||||||||||||||||||||||||
Property and equipment, net |
— | 2,151 | 2,151 | 2,151 | ||||||||||||||||||||||||||||
Contract acquisition costs |
— | 1,118 | 1,118 | 1,118 | ||||||||||||||||||||||||||||
Other non-current assets |
— | 389 | 389 | 389 | ||||||||||||||||||||||||||||
Intangible assets, net |
— | 7,138 | 7,138 | 7,138 | ||||||||||||||||||||||||||||
Goodwill |
— | 4,429 | 4,429 | 4,429 | ||||||||||||||||||||||||||||
Cash held in trust account |
345,056 | — | (345,056 | ) | (1 |
)j |
— | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total assets |
$ | 345,980 | $ | 123,643 | $ | 29,052 | $ | 498,675 | $ | (224,240 | ) | $ | 274,436 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
LIABILITIES |
||||||||||||||||||||||||||||||||
Accounts payable |
204 | 1,666 | 1,870 | 1,870 | ||||||||||||||||||||||||||||
Deferred revenue |
— | 2,695 | 2,695 | 2,695 | ||||||||||||||||||||||||||||
Other accounts payable and accrued expenses |
— | 3,197 | 3,197 | 3,197 | ||||||||||||||||||||||||||||
Warrant liability |
15,526 | 3,439 | (3,439 | ) | (1 |
)c |
15,526 | 15,526 | ||||||||||||||||||||||||
Deferred underwriting fee payable |
12,075 | — | (12,075 | ) | (1 |
)f |
— | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities |
27,805 | 10,997 | (15,514 | ) | 23,288 | — | 23,288 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES |
||||||||||||||||||||||||||||||||
Class A common stock subject to possible redemption |
345,056 | — | (345,056 | ) | (1 |
)i |
— | — | ||||||||||||||||||||||||
Convertible Preferred Stock |
— | 208,202 | (208,202 | ) | (1 |
)b |
— | — | ||||||||||||||||||||||||
SHAREHOLDERS’ DEFICIT |
||||||||||||||||||||||||||||||||
Class A common stock |
— | — | 1 | (1 |
)a |
12 | (2 | ) | (1 |
)k |
10 | |||||||||||||||||||||
6 | (1 |
)b |
||||||||||||||||||||||||||||||
7 | (1 |
)e |
||||||||||||||||||||||||||||||
1 | (1 |
)g |
||||||||||||||||||||||||||||||
3 | (1 |
)i |
||||||||||||||||||||||||||||||
Class B common stock |
1 | — | (1 | ) | (1 |
)g |
— | |||||||||||||||||||||||||
Common Shares |
— | 1 | (7 | ) | (1 |
)e |
— | |||||||||||||||||||||||||
Treasury shares |
— | (1,175 | ) | 1,175 | (1 |
)d |
— | — | ||||||||||||||||||||||||
Additional paid-in capital |
— | 8,484 | 74,999 | (1 |
)a |
612,114 | (237,116 | ) | (1 |
)k |
374,998 | |||||||||||||||||||||
208,196 | (1 |
)b |
||||||||||||||||||||||||||||||
3,439 | (1 |
)c |
||||||||||||||||||||||||||||||
(1,175 | ) | (1 |
)d |
|||||||||||||||||||||||||||||
(26,882 | ) | (1 |
)h |
|||||||||||||||||||||||||||||
345,053 | (1 |
)i |
||||||||||||||||||||||||||||||
Accumulated deficit |
(26,882 | ) | (102,866 | ) | (33,873 | ) | (1 |
)f |
(136,739 | ) | 12,878 | (1 |
)l |
(123,860 | ) | |||||||||||||||||
26,882 | (1 |
)h |
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total Shareholders’ deficit |
(26,881 | ) | (95,55 | ) | 597,824 | 475,387 | (224,240 | ) | 251,148 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities and shareholders’ deficit |
345,980 | 123,643 | 29,052 | 498,675 | (224,240 | ) | 274,436 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
PTAC |
Tomorrow.io |
RSS |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||||||||||||||||||||||||||||
Pro Forma Adjustments |
Notes |
Pro Forma Combined |
Additional Pro Forma Adjustments |
Notes |
Pro Forma Combined |
|||||||||||||||||||||||||||||||
Revenue |
$ | — | $ | 5,969 | $ | 2,807 | $ | (253 | ) | (2 |
)f |
$ | 8,523 | $ | — | $ | 8,523 | |||||||||||||||||||
Cost of revenues |
2,351 | 1,496 | (97 | ) | (2 |
)f |
3,750 | 3,750 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Gross profit (loss) |
— | 3,618 | 1,311 | (156 | ) | 4,773 | — | 4,773 | ||||||||||||||||||||||||||||
Operating Expenses: |
||||||||||||||||||||||||||||||||||||
Research and development |
— | 11,775 | — | — | 11,775 | 11,775 | ||||||||||||||||||||||||||||||
Sales and marketing |
— | 10,054 | — | — | 10,054 | 10,054 | ||||||||||||||||||||||||||||||
General and administrative |
2 | 6,338 | 1,303 | — | 7,643 | 7,643 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total operating expenses |
2 | 28,167 | 1,303 | — | 29,472 | 29,472 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Operating loss |
(2 | ) | (24,549 | ) | 8 | (156 | ) | (24,699 | ) | (24,699 | ) | |||||||||||||||||||||||||
Other expense (income), net 1 |
2,813 | 23 | (2,813 | ) | (2 |
)b |
4,300 | 4,300 | ||||||||||||||||||||||||||||
3,290 | (2 |
)f |
||||||||||||||||||||||||||||||||||
988 | (2 |
)h |
||||||||||||||||||||||||||||||||||
Financing expense (income), net |
(299 | ) | — | — | (299 | ) | (299 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Income (loss) before income taxes |
(2 | ) | (27,063 | ) | (15 | ) | (1,621 | ) | (28,701 | ) | (28,701 | ) | ||||||||||||||||||||||||
Income tax expense (benefit), net |
— | 117 | — | 117 | 117 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income (loss) |
$ | (2 | ) | $ | (27,180 | ) | $ | (15 | ) | $ | (1,621 | ) | $ | (28,818 | ) | $ | — | $ | (28,818 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net loss per share attributable to Common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ | (28,818 | ) | |
|
|
|
|
|
$ | (28,818 | ) | |||||||||
Basic and diluted net loss per Common share |
$ | (0.24 | ) | $ | (0.30 | ) | ||||||||||||||||||||||||||||||
Weighted average number of Common shares used in computing basic and diluted net loss per Common share |
120,625,000 | 96,917,025 |
1 |
For purposes of our pro forma analysis, we have included within “Other expense (income), net”, the “Tranche rights and warrant remeasurement expense (income).” Per adjustment 2(b), the “Tranche rights and warrants remeasurement expense (income), net” is eliminated as part of the pro forma adjustments. |
PTAC |
Tomorrow.io |
RSS 1 |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||||||||||||||||||||||||||||
Pro Forma Adjustments |
Notes |
Pro Forma Combined |
Additional Pro Forma Adjustments |
Notes |
Pro Forma Combined |
|||||||||||||||||||||||||||||||
Revenue |
$ | — | $ | 6,648 | $ | 2,024 | $ | (1,210 | ) | (2 |
)f |
$ | 7,462 | $ | — | $ | 7,462 | |||||||||||||||||||
Cost of revenues |
2,980 | 548 | (154 | ) | (2 |
)f |
3,374 | 3,374 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Gross profit (loss) |
— | 3,668 | 1,476 | (1,056 | ) | 4,088 | — | 4,088 | ||||||||||||||||||||||||||||
Operating Expenses: |
||||||||||||||||||||||||||||||||||||
Research and development |
— | 18,793 | 9 | — | 18,802 | 18,802 | ||||||||||||||||||||||||||||||
Sales and marketing |
— | 13,279 | — | — | 13,279 | 13,279 | ||||||||||||||||||||||||||||||
General and administrative |
800 | 8,170 | 762 | 9,732 | 9,732 | |||||||||||||||||||||||||||||||
Total operating expenses |
800 | 40,242 | 771 | 41,813 | 41,813 | |||||||||||||||||||||||||||||||
Operating loss |
(800 | ) | (36,574 | ) | 705 | (1,056 | ) | (37,725 | ) | (37,725 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Other expense (income), net 2 |
(7,536 | ) | 3,264 | (73 | ) | (8,801 | ) | (2 |
)a |
29,460 | (12,878 | ) | 2 |
(d) |
16,582 | |||||||||||||||||||||
5,537 | (2 |
)b |
||||||||||||||||||||||||||||||||||
33,873 | (2 |
)d |
||||||||||||||||||||||||||||||||||
2,461 | (2 |
)e |
||||||||||||||||||||||||||||||||||
736 | (2 |
)g |
||||||||||||||||||||||||||||||||||
Financing expense (income), net |
— | 798 | — | 56 | (2 |
)c |
854 | 854 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Income (loss) before income taxes |
6,736 | (40,636 | ) | 778 | (34,917 | ) | (68,039 | ) | 12,878 | (55,161 | ) | |||||||||||||||||||||||||
Income tax expense (benefit), net |
— | (1,938 | ) | — | — | (1,938 | ) | (1,938 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income (loss) |
$ | 6,736 | $ | (38,698 | ) | $ | 778 | $ | (34,917 | ) | $ | (66,101 | ) | $ | 12,878 | $ | (53,223 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income per share attributable to Common shareholders: |
$ | (66,101 | ) | $ | (53,223 | ) | ||||||||||||||||||||||||||||||
Basic and diluted net income per Common share |
$ | (0.55 | ) | $ | (0.55 | ) | ||||||||||||||||||||||||||||||
Weighted average number of Common shares used in computing basic and diluted net income per Common share |
120,625,000 | 96,917,025 |
1 |
RSS information is from January 1, 2021 through April 14, 2021, the date of acquisition |
2 |
For purposes of our pro forma analysis, we have included within “Other expense (income), net”, the “Tranche rights and warrant remeasurement expense (income).” Per adjustment 2(b), the “Tranche rights and warrants remeasurement expense (income), net” is eliminated as part of the pro forma adjustments. |
• | PTAC’s unaudited condensed consolidated balance sheet as of September 30, 2021 and the related notes, which is included elsewhere in this proxy statement /prospectus; |
• | Tomorrow.io’s unaudited condensed consolidated balance sheet as of September 30, 2021 and the related notes, which is included elsewhere in this proxy statement/prospectus. |
• | PTAC’s audited consolidated statement of operations for the year ended December 31, 2020 and the related notes, which is included elsewhere in this proxy statement/prospectus; |
• | Tomorrow.io’s audited consolidated statement of operations for the year ended December 31, 2020 and the related notes, which is included elsewhere in this proxy statement/prospectus; and |
• | RSS’s audited statement of operations for the year ended December 31, 2020 and the related notes, which is included elsewhere in this proxy statement/prospectus. |
• | PTAC’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2021 and the related notes, which is included elsewhere in this proxy statement/prospectus; and |
• | Tomorrow.io’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2021 and the related notes, which is included elsewhere in this proxy statement/prospectus. |
(1) | Represents pro forma adjustments to the condensed combined balance sheet: |
a. | Reflects the proceeds of $75,000,000 from the issuance and sale of 7,500,000 shares of PTAC Class A Common Stock at $10.00 per share with par value of $0.0001 to PIPE Investors. |
b. | Reflects the conversion of Tomorrow.io convertible preferred shares into PTAC Class A Common Stock based on the Conversion Ratio Stock effective immediately at the closing of the Business Combination. |
c. | Reflects the cashless exercise of Tomorrow.io warrants which was treated as a reclassification of the warrant liability of $3.4 million to APIC, with no repurchase of the common stock. |
d. | Reflects the Tomorrow.io treasury stock cancellation and extinguishment without any conversion. |
e. | Reflects the conversion of Tomorrow.io Stock to PTAC Class A Common Stock based on the Conversion Ratio effective immediately at the closing of the Business Combination. |
f. | Reflects Tomorrow.io and PTAC’s total preliminary estimated advisory, legal, accounting and other professional fees of approximately $48.9 million incurred in connection with the Business Combination in the No Redemption Scenario, including approximately $12.1 million of deferred underwriting fees. This adjustment does take into consideration the $3.0 million that have already been paid and are included within PTAC and Tomorrow.io’s Balance Sheets as of September 30, 2021. These expected transaction costs are in connection with the consummation of the Business Combination and other related events and are deemed to be direct and incremental costs of the Business Combination, which have been recorded as a reduction to accumulated deficit. |
g. | Reflects the conversion of PTAC Class B Common Stock to PTAC Class A Common Stock. In connection with the Closing of the Business Combination, all shares of PTAC Class B Common Stock will convert into shares of PTAC Class A Common Stock. |
h. | Reflects the elimination of historical accumulated deficit of PTAC. |
i. | Reflects the No Redemption scenario, in which no shares of PTAC Class A Common Stock are redeemed and PTAC Class A Common Stock subject to possible redemption totaling $345.1 million would be transferred to permanent equity. |
j. | Reflects the liquidation and reclassification of $345.1 million of cash and investments held in the Trust Account to cash that becomes available following the closing of the Business Combination, assuming no redemptions. |
k. | Reflects the Maximum Redemption scenario, in which 23,707,975 shares of PTAC’s Class A Common Stock subject to possible redemption are redeemed for an aggregate payment of approximately $237.1 million (based on the estimated per share redemption price of approximately $10.00 per share). |
l. | Reflects Tomorrow.io and PTAC’s total preliminary estimated advisory, legal, accounting and other professional fees of approximately $36.0 million incurred in connection with the Business Combination in the Maximum Redemption Scenario, including a total discount of approximately $12.9 million to the fees incurred in (1)f above in the no redemption scenario which takes into consideration a discount of $4.0 million of deferred underwriting fees. |
(2) | Represents pro forma adjustments to the condensed combined statements of operations: |
a. | Represents pro forma adjustment to eliminate the change in fair value of convertible preferred shares that would be converted into Combined Entity common stock and the change in fair value of the Tomorrow.io warrants that would have been cancelled as a result of the Business Combination that would not be incurred if the Business Combination was consummated on January 1, 2020. |
b. | Reflects the elimination of the impact of change in fair value of Tomorrow.io warrant liabilities as the warrants are expected to be exercised prior to the Closing of the Business Combination, and therefore will not be marked to market at each reporting period. |
c. | Represents pro forma adjustment to eliminate investment income related to the investment held in the Trust Account of PTAC that would not be earned if the Business Combination was consummated on January 1, 2020. |
d. | Reflects certain non-recurring transaction costs incurred by Tomorrow.io and PTAC subsequent to September 30, 2021, principally related to the Merger. |
e. | Represents incremental stock-based compensation expense associated with $5.7 million restricted stock granted to employees as a result of the RSS acquisition which vest upon satisfaction of a service condition, which will be satisfied if the RSS acquisition took place as of January 1, 2020. |
f. | Represents the elimination of certain revenues and expenses between RSS and Tomorrow.io, which would have been intercompany revenues had the Business Combination occurred as of January 1, 2020. |
g. | Reflects the approximately $0.9 million and $0.7 million increases in the intangible assets amortization expense resulting from the fair value adjustments recognized for intangible assets acquired with the acquisitions of RSS for the year ended December 31, 2020 and for the nine months ended September 30, 2021, respectively. Note, the fair value of RSS assets as of January 1, 2020 was assumed to be the same as the fair value as of the acquisition date. |
Amount |
||||
Intangible Assets |
7,615 | |||
Goodwill |
4,429 | |||
Deferred tax liability |
(2,071 | ) | ||
Net assets acquired |
1,513 | |||
|
|
|||
Total purchase consideration |
11,486 |
Preliminary |
Pro Forma Amortization Expense |
|||||||||||||||
Estimated Asset air Value |
Average Useful Life (Years) |
For the Nine Months Ended September 30, 2021 |
For the Year Ended December 31, 2020 |
|||||||||||||
Core technology |
5,860 | 8 | 546 | 733 | ||||||||||||
Customer relationships |
1,237 | 6 | 147 | 198 | ||||||||||||
Trade name |
518 | 9 | 43 | 58 |
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 |
|||||||||||||
(in thousands, except share and per share data) |
||||||||||||||||
Pro forma net income (loss) |
(66,101 | ) | (53,223 | ) | (28,818 | ) | (28,818 | ) | ||||||||
Weighted average shares outstanding of Class A Stock |
120,625,000 | 96,917,025 | 120,625,000 | 96,917,025 | ||||||||||||
Net income (loss) per share of Class A Stock — basic and diluted |
$ | (0.55 | ) | $ | (0.55 | ) | $ | (0.24 | ) | $ | (0.30 | ) | ||||
Weighted average shares outstanding — basic and diluted |
|
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|
|
|
|
|
|
|
|||||||
Public shares |
34,500,000 | 10,792,025 | 34,500,000 | 10,792,025 | ||||||||||||
Founder shares — Class B to Class A |
8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | ||||||||||||
Shares issued in Business Combination |
70,000,000 | 70,000,000 | 70,000,000 | 70,000,000 | ||||||||||||
PIPE Shares |
7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
120,625,000 | 96,917,025 | 120,625,000 | 96,917,025 | ||||||||||||
|
|
|
|
|
|
|
|
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 Placement and Public Warrants |
17,433,333 | 17,433,333 | 17,433,333 | 17,433,333 | ||||||||||||
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|
|
|
|
|
|
|
|||||||||
Total |
28,436,440 | 28,436,440 | 28,436,440 | 28,436,440 | ||||||||||||
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|
• | Opportunity for growth. |
• | Large addressable market. |
• | Reliable and recurring revenue model. follow-on orders from existing customers. |
• | Experienced management team. |
• | Broad, Diverse and Growing Global Customer Base on-demand and governmental agencies. |
• | Fairness Opinion. |
• | Substantial post-closing economic interest in Tomorrow.io. |
• | Continued Ownership by Tomorrow.io Equityholders. |
• | Involvement of the PIPE Investors. |
• | Due diligence. |
• | Support of key stockholders. |
• | Tomorrow.io Equityholder lock-up. 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. |
• | Other alternatives. |
• | Negotiated transaction. arm’s-length negotiations between PTAC and Tomorrow.io. |
• | Risk that benefits may not be achieved. |
• | Risks Associated with Tomorrow.io’s business Risk Factors — Risks Related to Tomorrow.io |
• | Liquidation of PTAC. |
• | Redemption risk. |
• | Exclusivity. |
• | Stockholder vote. |
• | Macroeconomic risks. |
• | Closing conditions. |
• | Post-Business Combination corporate governance. |
• | Fees and expenses. |
• | Interests of certain indirect equityholders of the Sponsor. |
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. |
• | Other risks. Risk Factors |
Fiscal Year Ended December 31, |
Fiscal Year Ending December 31, |
|||||||||||||||||||||||||||||||
2019 |
2020 |
2021E |
2022E |
2023E |
2024E |
2025E |
2026E |
|||||||||||||||||||||||||
Enterprise |
$ | 7.8 | $ | 13.3 | $ | 40.4 | $ | 115.8 | $ | 268.4 | $ | 471.5 | ||||||||||||||||||||
Government |
1.0 | 9.4 | 16.3 | 41.4 | 95.9 | 230.0 | ||||||||||||||||||||||||||
Other |
1.8 | 5.4 | 8.8 | 14.3 | 24.3 | 45.4 | ||||||||||||||||||||||||||
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|
|||||||||||||||||
Total Revenue |
$ |
2.9 |
$ |
6.0 |
$ |
10.6 |
$ |
28.1 |
$ |
65.4 |
$ |
171.5 |
$ |
388.6 |
$ |
746.9 |
||||||||||||||||
Growth % |
702.0 |
% |
103.9 |
% |
77.8 |
% |
164.6 |
% |
133.0 |
% |
162.1 |
% |
126.6 |
% |
92.2 |
% | ||||||||||||||||
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|
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Gross Profit |
$ | 1.3 | $ | 3.6 | $ | 7.5 | $ | 23.3 | $ | 44.4 | $ | 128.3 | $ | 316.9 | $ | 648.7 | ||||||||||||||||
Margin % |
NMF |
60.6 |
% |
70.8 |
% |
82.9 |
% |
67.8 |
% |
74.8 |
% |
81.5 |
% |
86.8 |
% | |||||||||||||||||
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|
|||||||||||||||||
Total Operating Expenses |
(26.2 | ) | (28.2 | ) | (63.1 | ) | (97.4 | ) | (137.2 | ) | (228.3 | ) | (338.7 | ) | (493.1 | ) | ||||||||||||||||
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|
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EBITDA(1) |
$ | (24.8 | ) | $ | (24.4 | ) | $ | (54.3 | ) | $ | (69.2 | ) | $ | (78.6 | ) | $ | (69.7 | ) | $ | 20.6 | $ | 209.0 | ||||||||||
Margin % |
NMF |
NMF |
NMF |
NMF |
NMF |
NMF |
5.3 |
% |
28.0 |
% | ||||||||||||||||||||||
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|
(1) | “EBITDA” means earnings before interest, taxes, depreciation and amortization. EBITDA was calculated as gross profit less operating expenses plus depreciation and amortization. |
(2) | Includes deferred contract costs |
• | assessments of fixed vs variable costs and headcount requirements: |
• | headcount and labor cost from sales and marketing functions growing in conjunction with the support needed for existing and future product launches; |
• | marketing investment being a higher percentage of revenue in early years to support growth, new services and broader brand recognition, while decreasing over time as a percentage of revenue as the business scales; |
• | estimating research and development headcount and other related costs associated with bringing additional satellites and services to market, developing new technologies and supporting existing services, based on Tomorrow.io’s experience and expectations of future costs; |
• | general and administrative costs increasing more quickly in the near-term to provide infrastructure in support of the business’ overall growth, and then increasing at a more moderate pace in future periods due to operating leverage from fixed overhead costs as the business matures; |
• | capital expenditures, and depreciation and amortization forecasts based on the capital requirements to support the launch of satellite constellations and administrative operations; |
• | stock based compensation, and other costs growing in proportion to operating expenses; |
• | working capital requirements based on Tomorrow.io’s historical data; |
• | other one-time non-recurring cost estimates based on management’s estimates; and |
• | costs associated with public company operations and compliance were excluded from the projections. |
• | its and its subsidiaries’ corporate organization, qualification to do business in each jurisdiction in which their properties are owned or leased by them or the operation of their business as currently conducted, good standing and corporate power required to own and operate their properties and assets, to carry out the business as presently conducted and non-violation of their organizational documents; |
• | its having requisite corporate authority to enter into the Merger Agreement and to complete the Business Combination; |
• | the absence of conflicts with Tomorrow.io’s and its subsidiaries’ organizational documents, applicable laws or certain agreements and instruments as a result of entering into the Merger Agreement or consummating the Business Combination; |
• | the required consents and approvals that Tomorrow.io and its subsidiaries must obtain for the Merger Agreement and to consummate the Business Combination; |
• | its capital structure, including with respect to (i) the duly authorized and validly issued and outstanding shares of capital stock of Tomorrow.io; (ii) common stock reserved for issuance under its outstanding unexercised options and equity incentive plans; (iii) warrants to purchase shares of Tomorrow.io Series D Preferred Stock; and (iv) additional matters with respect to its options; |
• | the accuracy of its corporate records, including the approvals of its board of directors, including all committees thereof, stockholders and all consents to actions taken thereby; |
• | its subsidiaries and their outstanding capital stock; |
• | Tomorrow.io’s financial statements for the periods ended December 31, 2019, December 31, 2020 and the six-month period ended June 30, 2021 fairly present, in all material respects, the financial position of Tomorrow.io as of the dates thereof and the results of operations of Tomorrow.io for the periods reflected therein, and have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies; |
• | (i) its maintenance of proper financial books and records which accurately and fairly, in reasonable detail, reflect the transactions and dispositions of assets of and providing services by Tomorrow.io; (ii) its proper internal controls over accounting which are sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with Tomorrow.io’s historical practices and to maintain asset accountability; (C) access to assets is |
permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (iii) the absence of any significant deficiency or material weakness in its controls and any fraud involving management or employees who have a role in preparing Tomorrow.io’s financial statements or controls utilized by Tomorrow.io; |
• | that each of its and its subsidiaries’ material contracts (i) is a valid and binding agreement, (ii) in full force and effect and (iii) enforceable by the parties thereto, and there are no known breaches or events that would become breaches of such material contracts; |
• | (i) Tomorrow.io and its subsidiaries have all material necessary permits and licenses to conduct their businesses, (ii) all such permits are valid and in full force and effect and (iii) additional matters relating to such permits including with respect to the absence of breaches or violations of default; |
• | it and its subsidiaries are in compliance with all applicable laws, including, without limitation, those relating to foreign corrupt practices, sanctions, money laundering and environmental matters; |
• | there is no (i) pending litigation against Tomorrow.io, its subsidiaries or its officers or directors or action with any governmental authority, (ii) pending audits, examinations or investigations by any governmental authority against Tomorrow.io or its subsidiaries or (iii) pending litigation by Tomorrow.io or its subsidiaries against any third party; |
• | Tomorrow.io and its subsidiaries have good and marketable title to the tangible assets and properties they own or lease; |
• | Tomorrow.io’s and its subsidiaries’ ownership or appropriate licenses to use intellectual property used in their businesses, including with respect to the absence of rights of third parties to any of their intellectual property rights, any infringement by a third party of Tomorrow.io’s and its subsidiaries’ intellectual property rights or any infringement by Tomorrow.io or its subsidiaries of a third party’s intellectual property rights and the functionality of Tomorrow.io’s information technology systems; |
• | matters related to its and its subsidiaries’ employees as well as its compliance with applicable laws related to employment matters, proper tax withholding and employee benefit plans, including with respect to ERISA and tax matters relating thereto; |
• | various matters related to taxes, including that (i) Tomorrow.io and its subsidiaries have duly and timely filed all income and other material tax returns, which are true, correct and complete and accurate in all material respects; (ii) there is no action with respect to taxes of Tomorrow.io or its subsidiaries in the past five years; (iii) no statute of limitations in respect of the assessment or collection of any taxes of Tomorrow.io or its subsidiaries has been waived or extended, which waiver or extension is in effect and Tomorrow.io or its subsidiaries are not presently contesting the tax liability before any taxing authority or other authority; (iv) Tomorrow.io and its subsidiaries have complied in all respects with all applicable laws relating to the reporting, payment, collection and withholding of taxes and have duly and timely withheld or collected, paid over to the applicable taxing authority and reported all taxes required to be withheld or collected by Tomorrow.io or its subsidiaries, (v) no stock transfer tax, sales tax, use tax, real estate transfer tax or other similar tax will be imposed on the transfer of the shares of Tomorrow.io capital stock by Tomorrow.io Equityholders to PTAC pursuant to the Merger Agreement; (vi) there is no outstanding request for a ruling from any taxing authority, request for consent by a taxing authority for a change in a method of accounting, subpoena or request for information by any taxing authority or agreement with any taxing authority with respect to Tomorrow.io or its subsidiaries; (vii) there is no lien (other than certain permitted liens specified in the Merger Agreement) for taxes upon Tomorrow.io or its subsidiaries or any of the assets of Tomorrow.io or its subsidiaries; (viii) no claim has ever been made by a taxing authority in a jurisdiction where Tomorrow.io or its subsidiaries has not paid any tax or filed tax returns, asserting that Tomorrow.io or its subsidiaries is or may be subject to tax in such jurisdiction, neither Tomorrow.io nor its subsidiaries have ever been subject to tax in any country other than the country of incorporation of Tomorrow.io or its subsidiaries by virtue of having a permanent establishment |
or other place of business in that country, and Tomorrow.io is and has always been tax resident solely in its country of incorporation; (ix) Tomorrow.io has provided to PTAC true, complete and correct copies of all tax returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any taxing authority with respect to, any taxable period ending after December 31, 2016; (x) Tomorrow.io and its subsidiaries are not, and have never been, a party to any tax sharing, allocation, indemnification or similar contract; (xi) Tomorrow.io and its subsidiaries have not taken any action, and is not aware of any fact or circumstances, that would reasonably be expected to prevent the Business Combination from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; and (xii) Tomorrow.io and its subsidiaries are not “United States real property holding corporations” within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the “ Code |
• | except as disclosed by Tomorrow.io, no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Tomorrow.io and its affiliates will be entitled to, directly or indirectly, any fee or commissions from Tomorrow.io upon consummation of the Business Combination; |
• | absence of related party transactions other than those that Tomorrow.io has disclosed; |
• | its maintenance of proper insurance policies; and |
• | other customary representations and warranties. |
• | its proper corporate organization and similar corporate matters; |
• | authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; |
• | except as disclosed by PTAC, no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of PTAC and its affiliates will be entitled to, directly or indirectly, any fee or commissions from Tomorrow.io upon consummation of the Business Combination; |
• | (i) its capital structure, including with respect to the duly authorized and validly issued and outstanding shares of capital stock of PTAC and Merger Sub; (ii) absence of any other shares of capital stock or other voting securities of PTAC that are issued, reserved for issuance or outstanding; and (iii) except as disclosed by PTAC organizational documents, there are no outstanding contractual obligations of PTAC to repurchase, redeem or otherwise acquire any shares of PTAC Common Stock or any equity capital of PTAC; |
• | the subscription agreements relating to the PIPE Investment and the holders of PTAC Class B Common Stock’s waiver of certain anti-dilution adjustments; |
• | validity of its share issuance; |
• | minimum trust fund amount at Closing, including the validity of the trust agreement; |
• | various matters related to taxes, including that (i) PTAC has duly and timely filed all income and other material tax returns, which are true, correct and complete and accurate in all material respects; (ii) no |
statute of limitations in respect of the assessment or collection of any taxes of PTAC has been waived or extended, which waiver or extension is in effect, and PTAC is not presently contesting the tax liability before any taxing authority or other authority; (iii) there is no action with respect to taxes of PTAC in the past five years; (iv) PTAC has complied in all respects with all applicable laws relating to the reporting, payment, collection and withholding of taxes and has duly and timely withheld or collected, paid over to the applicable taxing authority and reported all taxes required to be withheld or collected by PTAC; (v) there is no lien (other than certain permitted liens specified in the Merger Agreement) for taxes upon PTAC or any of the assets of PTAC; (vi) no claim has ever been made by a taxing authority in a jurisdiction where PTAC has not paid any tax or filed tax returns, asserting that PTAC is or may be subject to tax in such jurisdiction, PTAC is not nor has it ever been subject to tax in any country other than the country of incorporation of PTAC by virtue of having a permanent establishment or other place of business in that country, and PTAC is and has always been tax resident solely in its country of incorporation; (vii) PTAC has provided to Tomorrow.io true, complete and correct copies of all tax returns (if any) relating to, and all audit reports and correspondence relating to each proposed adjustment (if any) made by any taxing authority with respect to, any taxable period ending after December 31, 2020; (viii) there is no outstanding power of attorney from PTAC authorizing anyone to act on behalf of PTAC in connection with any tax, tax return or action relating to any tax or tax return of PTAC; (ix) PTAC is not, and has never been, a party to any tax sharing, allocation, indemnification or similar contract; (x) PTAC has not taken any action, and is not aware of any fact or circumstances, that would reasonably be expected to prevent the Business Combination from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; and (xi) PTAC is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the five-year period before the Closing Date; |
• | Nasdaq listing of the Units, PTAC Class A Common Stock and Public Warrants, with trading tickers “PTOCU,” “PTOC” and “PTOCW”; |
• | SEC filing requirements, including that PTAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by PTAC with the SEC since PTAC’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will use commercially reasonable efforts to file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of the Merger Agreement; |
• | PTAC’s financial statements for the nine-month period ended September 30, 2021 fairly present, in all material respects, the financial position of Tomorrow.io as of the dates thereof and the results of operations of PTAC for the periods reflected therein, and have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies; and |
• | other customary representations and warranties. |
• | PTAC and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations under the Merger Agreement required to be performed or complied with by PTAC or Merger Sub, as applicable, at or prior to the Closing Date. |
• | (i) The representations and warranties of PTAC and Merger Sub regarding corporate existence and power, corporate authorization, finder’s fees and capitalization (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect (as defined in the Merger Agreement)) shall be true and correct at and as of the date of the Merger Agreement and the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), in all material respects, (ii) the other representations and warranties of PTAC and Merger Sub contained in the Merger Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect (as defined in the Merger Agreement)) shall have been true and correct as of the date of the Merger Agreement and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except for any failure of such representations and warranties which would not in the aggregate reasonably be expected to have a Material Adverse Effect on PTAC or on PTAC’s ability to consummate the transactions contemplated by the Merger Agreement and other specified agreements. |
• | Sponsor shall have executed and delivered to Tomorrow.io a copy of the Registration Rights Agreement. |
• | Tomorrow.io shall have duly performed or complied with, in all material respects, all of its obligations under the Merger Agreement required to be performed or complied with by Tomorrow.io at or prior to the Closing Date. |
• | (i) The representations and warranties of Tomorrow.io regarding corporate existence and power, corporate authorization, capitalization, subsidiaries and finder’s fees and (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect (as defined in the Merger Agreement)) shall be true and correct at and as of the date of the Merger Agreement and the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), in all material respects, (ii) the other representations and warranties of Tomorrow.io contained in the Merger Agreement (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects at and as of the date of the Merger Agreement and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), except, in each case, for any failure of such representations and warranties (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) to be so true and correct that would not in the aggregate have or reasonably be expected to have a Material Adverse Effect. |
• | No Material Adverse Effect (as defined in the Merger Agreement) of Tomorrow.io shall have occurred between the date of the Merger Agreement and the Closing Date. |
• | Tomorrow.io and certain securityholders of Tomorrow.io shall have duly executed and delivered to PTAC a copy of the Registration Rights Agreement. |
• | PTAC or Tomorrow.io, in the event (i) a governmental authority shall have issued an order having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, which order is final and non-appealable or (ii) any applicable law is in effect making the consummation of the Merger illegal. |
• | PTAC or Tomorrow.io, if the Closing has not occurred on or prior to June 30, 2022 (the “ Outside Closing Date |
• | PTAC or Tomorrow.io, in the event (i) that the proposals set forth in this proxy statement/prospectus shall not have been approved at the Special Meeting or at any postponement or adjournment thereof or (ii) at any time following the Special Meeting, the Aggregate Transaction Proceeds (as defined in the Merger Agreement), giving effect to the requested redemptions of PTAC Class A Common Stock as of such time, would not be equal or greater than $150 million. |
• | PTAC, if: (i) Tomorrow.io shall have breached any representation, warranty, agreement or covenant contained in the Merger Agreement such that the conditions set forth in Section 9.2 of the Merger Agreement would not be satisfied; and (ii) such breach cannot be cured, Tomorrow.io is not promptly using reasonable best efforts to cure such breach or such breach or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the breaching party of a written notice from the non-breaching party describing in reasonable detail the nature of such breach. |
• | PTAC, if: Tomorrow.io has not delivered evidence of the Tomorrow.io Equityholders’ approval by written consent of the Merger Agreement and the transactions contemplated thereby to PTAC by no later than two business days following the effective date of this proxy statement/prospectus (the “ Tomorrow.io Equityholder Approval Termination Right |
• | Tomorrow.io, if: (i) PTAC shall have breached any representation, warranty, agreement or covenant contained in the Merger Agreement such that the conditions set forth in Section 9.3 of the Merger Agreement would not be satisfied; and (ii) such breach cannot be cured, PTAC is not promptly using reasonable best efforts to cure such breach or such breach is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by PTAC of a written notice from Tomorrow.io describing in reasonable detail the nature of such breach. |
• | 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. |
• | 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. |
• | If we are unable to complete our 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 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 loan 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 |
• | 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. |
(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. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (A) the administration of which is subject to the primary supervision of a U.S. court and that has one or more United States persons (within the meaning of the Code) with the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury Regulations to be treated as a United States person. |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States), in which case, unless an applicable income tax treaty provides otherwise, the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the Redemption, and a corporate Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty); |
• | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the Redemption takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain (including any gain realized in connection with the Redemption) for the year (which gain may be offset by certain U.S.-source capital losses), even though the Non-U.S. Holder is not considered a resident of the United States; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held PTAC Common Stock, and, in the case where shares of PTAC Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of PTAC Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of PTAC Common Stock, in which case, gain recognized by such holder in connection with the Redemption will be subject to tax at generally applicable U.S. federal income tax rates. In addition, we may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such Redemption. There can be no assurance that PTAC Common Stock is or has been treated as regularly traded on an established securities market for this purpose. We believe that we are not, and have not been at any time since our formation, a United States real property holding corporation and we do not expect to be a United States real property holding corporation immediately after the Business Combination is completed. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (A) the administration of which is subject to the primary supervision of a U.S. court and that has one or more United States persons (within the meaning of the Code) with the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury Regulations to be treated as a United States person. |
• | Tomorrow.io Holders will not recognize gain or loss on the exchange of Tomorrow.io Stock for shares of PTAC Common Stock in the Business Combination. |
• | The aggregate tax basis in shares of PTAC Common Stock received in the Business Combination will be equal to the aggregate tax basis of the Tomorrow.io Stock exchanged in the Business Combination. |
• | The holding period of PTAC Common Stock received in the Business Combination by a Tomorrow.io Holder will include the holding period of the Tomorrow.io Stock that it surrendered in exchange therefor. |
1. | reviewed a draft, dated December 5, 2021, of the Merger Agreement; |
2. | reviewed certain publicly available business and financial information relating to PTAC and Tomorrow.io that Houlihan Lokey deemed to be relevant; |
3. | reviewed certain information relating to the historical, current and future operations, financial condition and prospects of Tomorrow.io made available to Houlihan Lokey by Tomorrow.io and PTAC, including the Projections; |
4. | spoke with certain members of the managements of PTAC and Tomorrow.io and certain of their respective representatives and advisors regarding the business, operations, financial condition and prospects of Tomorrow.io, the Business Combination and related matters; |
5. | compared the financial and operating performance of Tomorrow.io with that of companies with publicly traded equity securities that Houlihan Lokey deemed to be relevant; and |
6. | conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate. |
• | Enterprise value as a multiple of estimated revenue for the 2023 fiscal year, or “FY 2023E” revenue; and |
• | Enterprise value as a multiple of estimated revenue for the 2024 fiscal year, or “FY 2024E” revenue. |
Enterprise Value to Revenue |
||||||||
FY 2023E |
FY 2024E |
|||||||
High Growth Data & Analytics |
||||||||
Alfa Laval AB |
2.9x | 2.8x | ||||||
Alteryx, Inc. |
5.9x | 4.7x | ||||||
Datadog, Inc. |
26.6x | 17.5x | ||||||
Elastic N.V. |
9.0x | 7.4x | ||||||
FactSet Research Systems Inc. |
9.3x | 8.8x | ||||||
International Business Machines Corporation |
2.0x | 2.3x | ||||||
IHS Markit Ltd. |
2.3x | 2.1x | ||||||
MSCI Inc. |
20.6x | 18.9x | ||||||
RELX PLC |
6.1x | 5.8x | ||||||
Splunk Inc. |
5.5x | 4.6x | ||||||
Verisk Analytics, Inc. |
11.4x | 10.6x | ||||||
Earth Intelligence Data & Analytics |
||||||||
BlackSky Technology Inc. |
3.4x | 2.0x | ||||||
Maxar Technologies Inc. |
2.0x | 1.9x | ||||||
Spire Global, Inc. |
2.4x | 1.0x |
Enterprise Value to Revenue |
||||||||
FY 2023E |
FY 2024E |
|||||||
Low |
2.0x | 1.0x | ||||||
High |
26.6x | 18.9x | ||||||
Median |
5.7x | 3.8x | ||||||
Mean |
7.8x | 6.3x |
• | (i) PTAC, Tomorrow.io and any person that is a party to a declaration filing (a “ CFIUS Declaration CFIUS CFIUS Notice |
Agreement submitted to CFIUS pursuant to 31 C.F.R. Part 800 Subpart E (collectively, the “ CFIUS Parties DPA CFIUS Report POTUS CFIUS Approval |
• | the termination or expiration of any waiting period (or extension thereof) applicable to the transactions contemplated by the merger agreement under the HSR Act. |
Current Charter |
Proposed Charter | |||
Charter Amendment |
PTAC reserves the right to amend, alter, change or repeal any provision of the Current Charter, provided that provisions in the Current Charter related to (i) the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock may only be amended with the approval of the holders of at least a majority of the then-outstanding shares of Class B Common Stock and (ii) the provisions set forth in Article IX (provisions related to a blank check company) may only be amended with the approval of the holders of at least 65% of the then issued and outstanding shares of common stock, voting together as a single class. | Any amendment to the Proposed Charter will require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment, provided that provisions in the Proposed Charter in Article VII (limitation on director liability) will require approval of the holders of at least 66 2 ⁄3 % of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. | ||
Bylaws Amendment |
Under the Current Charter, Bylaws can be amended or repealed by: (i) the Board and (ii) an affirmative vote of stockholders holding a majority of the voting power of then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. | Under the Proposed Charter, Bylaws can be amended or repealed by: (i) the board and (ii) an affirmative vote of stockholders holding 66 2 ⁄3 % of the voting power of then outstanding shares of capital stock, voting together as a single class, provided, if the board recommends that stockholders approve such amendment or repeal, an affirmative vote of stockholders holding only a majority of the voting power of then outstanding shares of capital stock, voting together as a single class, is required. | ||
Section 203 |
The Current Charter provides for the opt out of Section 203 of the DGCL. | The Proposed Charter does not provide that the Combined Entity opts out of Section 203 of the DGCL. |
Current Charter |
Proposed Charter | |||
Director Removal |
The Current Charter has a provision providing for the removal of a director with or without cause, by the affirmative vote of holders of a majority of the voting power of the outstanding shares of PTAC Class B Common Stock. | Under the Proposed Charter, a director can only be removed for cause by the approval of the holders of at least 66 2 ⁄3 % of the Combined Entity’s then outstanding shares of capital stock entitled to vote generally at an election of directors. | ||
Name Change |
PTAC’s current name is Pine Technology Acquisition Corp. | Under the Proposed Charter, the Combined Entity’s name will be The Tomorrow Companies Inc. | ||
Common Stock |
The Current Charter authorizes 300,000,000 shares of Common Stock, including (i) 240,000,000 shares of Class A Common Stock and (ii) 60,000,000 shares of Class B Common Stock. | The Proposed Charter will authorize shares of Common Stock. | ||
Preferred Stock |
The Current Charter authorizes 1,000,000 shares of “blank check” preferred stock, that the Board could issue to discourage a takeover attempt. | The Proposed Charter will authorize the issuance of shares of “blank check” preferred stock that the Combined Entity’s board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt. | ||
Provisions Specific to a Blank Check Company |
Under the Current Charter, Article IX sets forth various provisions related to its operations as a blank check company prior to the consummation of an initial business combination. Furthermore, PTAC is required to be dissolved and liquidated 24 months following the closing of its initial public offering in the event that it has not consummated an initial business combination. | The Proposed Charter does not include these blank check company provisions because, upon Closing, PTAC will cease to be a blank check company. In addition, the provisions requiring that the proceeds from its initial public offering be held in a trust account until a business combination or liquidation of PTAC and the terms governing PTAC’s consummation of a proposed business combination will not be applicable following Closing. The Combined Entity will have a perpetual existence. |
• | Initially, the maximum number of shares of common stock that may be reserved and available for issuance under the Equity Incentive Plan is shares. The number of shares common stock reserved for issuance under the Equity Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2023 by % of the total number of shares of common stock issued and outstanding on the immediately preceding December 31, or a lesser number of shares determined by the administrator of the Equity Incentive Plan; |
• | The award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock awards, unrestricted stock, cash-based awards, and dividend equivalent rights is permitted; |
• | Stock options and stock appreciation rights will not be repriced in any manner without stockholder approval; |
• | The value of all awards awarded under the Equity Incentive Plan and all other cash compensation paid by the Combined Entity to any non-employee director in any calendar year may not exceed $750,000 or $1,000,000 for the year in which a non-employee director is first appointed or elected to Combined Entity’s board of directors; |
• | Any material amendment to the Equity Incentive Plan is subject to approval by our stockholders; and |
• | The term of the Equity Incentive Plan will expire on the tenth anniversary of the effective date of the Equity Incentive Plan is approved by the Board. |
Name |
Age |
Title | ||||
Christopher Longo |
48 | Chief Executive Officer, Director | ||||
Ciro M. DeFalco |
66 | Chief Financial Officer, Treasurer and Secretary | ||||
Adam Karkowsky |
46 | Non-Executive Chairman | ||||
J. Eric Smith |
64 | Director | ||||
Bradley Tusk |
48 | Director | ||||
Nicolas D. Zerbib |
49 | Director |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Name of Individual |
Entity Name |
Entity’s Business |
Affiliation | |||
Christopher Longo |
Novum Underwriting Partners, LLC | Insurance | Chief Executive Officer | |||
Ciro M. DeFalco |
Adar Tree Capital Corp. | Insurance | Director |
Name of Individual |
Entity Name |
Entity’s Business |
Affiliation | |||
Adam Karkowsky | AmTrust Financial Services Inc. | Insurance | President | |||
Evergreen Parent GP, LLC Amynta Agency Inc. | Private equity | Chief Financial Officer | ||||
Canopius Holdings | Insurance | Director | ||||
Bermuda Limited | Insurance | Director | ||||
J. Eric Smith | QBE Group | Insurance | Director | |||
Deutsche Bank | Financial Services | Director | ||||
Americas Health iQ | Insurance | Director | ||||
Bradley Tusk |
Tusk Holdings | Venture capital | Chief Executive Officer | |||
Tusk Ventures | Consulting | Chief Executive Officer | ||||
Tusk Strategies | Political consulting | Chief Executive Officer | ||||
Tusk Venture Partners | Venture capital | Managing Director | ||||
Ivory Gaming Group | Casino management | Co-Founder and Chairman | ||||
IG Acquisition Corp. | Blank check company | Chairman | ||||
Nicolas D. Zerbib |
Alliant Insurance Services Inc. | Insurance Brokerage | Director | |||
Amherst Holdings LLC | Asset Management | Director | ||||
Applied Systems Inc. | Software | Director | ||||
Bullhorn, Inc. | Software | Director | ||||
DealerPolicy | Insurance Brokerage | Director | ||||
Evergreen Parent GP, LLC | Private equity | Director and Manager | ||||
Freepoint Commodities, LLC | Commodities | Director | ||||
ITM 21 HoldCo GP LLC | Business Services | Director | ||||
LTCG, Inc. | Business Services | Director | ||||
Mitchell International, Inc. | Business Services | Director | ||||
PHR Acquisition Holdings GP, LLC | Software | Director | ||||
Stone Point Capital LLC | Private equity | Managing Director | ||||
The ARC Group, LLC | Insurance Brokerage | Director |
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 | ) |
• | Scientific advancements and technological innovation is led by governmental agencies, with limited contribution from the private sector, especially with regards to improving coverage or accuracy. |
• | Raw weather data published by the agencies has resulted in the creation of a group of weather downstream businesses that repackage the information from agencies into forecasts. |
• | Existing weather providers offer professional, bespoke, consulting services leaving businesses reactive to weather, without the ability to prepare for the impacts and automate decision-making. |
• | Proprietary Global Weather Data: first-of-its |
• | High-Resolution Forecasting Models: in-situ observations, public datasets, proprietary sources and as we expect in the near future, data from our satellites, our in-house weather models allow users access to weather information at macro and micro scales, through APIs and through our SaaS platform. |
• | Weather Intelligence SaaS Platform |
• | Flood Risk Index: |
• | Lightning Forecast: 15-30 minute lightning forecasts allow users to anticipate the severity of impact with increased certainty, and communicate shelter or evacuation plans to prevent harm or injuries. |
• | Fire Index: |
• | Air Quality: |
• | Pollen: |
• | Dashboard: hour-by-hour day-by-day at-a-glance |
• | Library: Tomorrow.io-created Insights are stored in an easy-to-access |
• | The Tomorrow.io Platform |
• | The Tomorrow.io API month-to-month standard 12-month contracts. |
• | The Tomorrow.io Consumer Application |
• | Throughput Optimization: |
• | Operational Continuity: |
• | Enhanced Safety: |
• | Procedural Alignment: |
• | Passenger Experience |
• | Routing and real-time system monitoring, at scale: |
• | Demand and supply forecasting so-called “surge pricing” to deliver backlogged delayed deliveries after a weather event causes delivery delays. |
• | Streamlined decision making: |
• | Digital Marketing: end-to-end. |
• | Employee Welfare: |
• | We are the only fully vertically-integrated player in the weather and climate industry, with technological innovations across the value chain — proprietary data through our satellites, cutting-edge models, and pioneering weather intelligence software; |
• | We expect to be the world’s first comprehensive global weather data, at high data quality and hourly refresh rates, by deploying active radars in space 330 times less expensively than the comparable NASA mission (GPM); |
• | We are a multi-vertical, global, SaaS solution applicable to any use case globally in order to enable key operational decisions for adapting to weather events and climate change, at a scale that no one person or team of people could achieve. |
• | We have a focus on providing actionable insights to customers and generating contextual recommendations using a comprehensive all-in-one |
• | Shimon Elkabetz, our Chief Executive Officer; |
• | Rei Goffer, our Chief Strategy Officer; |
• | Itai Zlotnik, our Chief Customer Officer; and |
• | Stephen Gregorio, our Chief Financial Officer. |
Name and Principal Position |
Year |
Salary ($) |
Bonus(1) |
Option Awards ($)(2) |
Non-Equity Incentive Plan Compensation ($)(3) |
All Other Compensation ($) |
Total($) |
|||||||||||||||||||||
Shimon Elkabetz |
||||||||||||||||||||||||||||
Chief Executive Officer |
2021 | 225,000 | 125,000 | — | 634,841 | — | 859,841 | |||||||||||||||||||||
Rei Goffer |
||||||||||||||||||||||||||||
Chief Strategy Officer |
2021 | 225,000 | 125,000 | |
— |
|
509,831 | — | 734,831 | |||||||||||||||||||
Itai Zlotnik |
||||||||||||||||||||||||||||
Chief Customer Officer |
2021 | 225,000 | 125,000 | |
— |
|
509,831 | — | 734,831 | |||||||||||||||||||
Stephen Gregorio, |
||||||||||||||||||||||||||||
Chief Financial Officer |
2021 | 203,125 | 100,834 | 1,491,806 | — | — | [1,854,931 | ] |
(1) | The amounts reported represent the amount paid for Mr. Gregorio’s guaranteed bonus pursuant to the terms of his offer letter for 2021. For more information on his bonus, see description of annual bonuses under “Annual Cash Bonuses” below. |
(2) | The amounts reported represent the aggregate grant date fair value of the stock options awarded to the named executive officers during fiscal year 2021, calculated in accordance with Financial Accounting Standards Board, or FASB Accounting Standards Codification, or ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our financial statements included elsewhere in this proxy statement/prospectus. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock. |
(3) | The amounts reported represent actual bonuses earned for 2021 by Messrs. Elkabetz, Goffer and Zlotnik, approved by our board of directors based upon company achievement of corporate goals and individual performance. |
Option Awards |
||||||||||||||||||||
Name |
Vesting Commencement Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||||||||
Shimon Elkabetz Chief Executive Officer |
|
1/30/2018 4/8/2020 8/1/2019 9/18/2020 |
(1) (2) (2) (3) |
|
347,362 62,665 167,577 207,648 |
|
|
23,158 104,444 130,338 456,826 |
|
$ $ $ $ |
0.51 0.78 0.78 1.41 |
|
|
1/29/2028 4/7/2030 7/31/2029 10/11/2030 |
| |||||
Rei Goffer Chief Strategy Officer |
|
1/30/2018 4/8/2020 8/1/2019 9/18/2020 |
(1) (2) (1) (3) |
|
347,362 62,665 167,577 207,648 |
|
|
23,158 104,444 130,338 456,826 |
|
$ $ $ $ |
0.51 0.78 0.78 1.41 |
|
|
1/29/2028 4/7/2030 7/31/2029 10/11/2030 |
| |||||
Itai Zlotnik Chief Customer Officer |
|
1/30/2018 4/8/2020 8/1/2019 9/18/2020 |
(1) (2) (1) (3) |
|
347,362 62,665 167,577 207,648 |
|
|
23,158 104,444 130,338 456,826 |
|
$ $ $ $ |
0.51 0.78 0.78 1.41 |
|
|
1/29/2028 4/7/2030 7/31/2029 10/11/2030 |
| |||||
Stephen Gregorio Chief Financial Officer |
5/17/2021 | — | 899,000 | $ | 3.20 | 11/16/2031 |
(1) | Subject to the executive’s continuous service, the shares subject to this option vest 25% on first anniversary of the Vesting Commencement Date and in 12 equal quarterly installments thereafter. If the executive’s service relationship with the Company is terminated (i) by the Company without cause (as defined in the 2016 Plan) and (ii) by the executive for good reason (as defined below), in each case, within the twelve (12) month period following a Change in Control Transaction (as defined in the 2016 Plan), one hundred percent (100%) of the outstanding and unvested shares of common stock underlying the option will vest and become exercisable. For purposes of the option grants, “good reason” means the occurrence of any of the following conditions without the executive’s prior consent: (i) a material change in the executive’s title, duties or responsibilities or (ii) a material reduction in the executive’s base salary or benefits (other than reductions in benefits applying equally to all Company employees) or (iii) a relocation of the executive’s principal place of employment to a facility that results in a commute more than fifty (50) miles from the geographic location at which the executive provides services to the Company, so long as the executive provides at least 90 days’ notice to the Company following the initial occurrence of such event, and the Company fails to cure such event within 30 days thereafter. |
(2) | Subject to the executive’s continuous service, the shares subject to this option vest in 16 equal quarterly installments following the Vesting Commencement Date. If the executive’s service relationship with the Company is terminated (i) by the Company without cause (as defined in the 2016 Plan) and (ii) by the executive for good reason, in each case, within the twelve (12) month period following a Change in Control Transaction, one hundred percent (100%) of the outstanding and unvested shares of common stock underlying the option will vest and become exercisable. |
(3) | Subject to the executive’s continuous service, the shares subject to this option vest in 16 equal quarterly installments from the Vesting Commencement Date. Upon the occurrence of a Change in Control Transaction one hundred percent (100%) of the outstanding and unvested shares of common stock underlying the option will vest and become exercisable. |
(4) | Subject to the executive’s continuous service, the shares subject to this option vest 25% on first anniversary of the Vesting Commencement Date and in 12 equal quarterly installments thereafter. |
Annual Retainer |
||||
Board of Directors |
$ | 40,000 | ||
Board of Directors Chair |
$ | 70,000 | ||
Audit Committee Chair |
$ | 15,000 | ||
Audit Committee Member |
$ | 7,500 | ||
Compensation Committee Chair |
$ | 10,000 | ||
Compensation Committee Member |
$ | 5,000 | ||
Nominating and Corporate Governance Committee Chair |
$ | 6,500 | ||
Nominating and Corporate Governance Committee Member |
$ | 2,500 |
Name |
Age |
Position | ||
Shimon Elkabetz |
35 | Chief Executive Officer | ||
Rei Goffer |
36 | Chief Strategy Officer | ||
Itai Zlotnik |
36 | Chief Customer Officer | ||
Leigha Kemmett |
33 | Chief Operating Officer | ||
Stephen Gregorio |
61 | Chief Financial Officer |
• | the Class I directors will be , 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. |
• | selecting a qualified firm to serve as the independent registered public accounting firm to audit the Combined Entity’s financial statements; |
• | helping to ensure the independence and performance of the independent registered public accounting firm; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; |
• | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
• | reviewing policies on risk assessment and risk management; |
• | reviewing related party transactions; |
• | obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes the Combined Entity’s internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and |
• | approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm. |
• | reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers; |
• | reviewing and recommending to our board of directors the compensation of our directors; |
• | reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers; |
• | administering our stock and equity incentive plans; |
• | selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; |
• | reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control |
• | reviewing and establishing general policies relating to compensation and benefits of our employees; and |
• | reviewing our overall compensation philosophy. |
• | identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors; |
• | evaluating the performance of our board of directors and of individual directors; |
• | reviewing developments in corporate governance practices; |
• | evaluating the adequacy of our corporate governance practices and reporting; |
• | reviewing management succession plans; and |
• | developing and making recommendations to our board of directors regarding corporate governance guidelines and matters. |
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 expense (income), net |
3,264 | (235 | ) | 2,813 | (177 | ) | ||||||||||
Financing expense (income), net |
798 | (423 | ) | (299 | ) | (1,068 | ) | |||||||||
Loss before income tax expense (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 | ) | ||||
|
|
|
|
|
|
|
|
As of September 30, |
As of December 31, |
|||||||||||||||
Consolidated Balance Sheet |
2021 |
2020 |
2020 |
2019 |
||||||||||||
(in thousands) |
Unaudited |
Audited |
||||||||||||||
Cash |
$ | 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 | ) |
Nine Month Ended September 30, |
Year Ended December 31, |
|||||||||||||||
Consolidated Statement of Cash Flows |
2021 |
2020 |
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 | ) | |||||||
|
|
|
|
|
|
|
|
Year Ended December 31, |
Period over period change |
|||||||||||||||
(in thousands, except percentages) |
2020 |
2019 |
($) |
(%) |
||||||||||||
ARR |
$ | 5,659 | $ | 2,675 | 2,984 | 112 |
Nine-Months Ended September 30, |
Period over period change |
|||||||||||||||
(in thousands, except percentages) |
2021 |
2020 |
($) |
(%) |
||||||||||||
ARR |
$ | 13,646 | $ | 4,351 | 9,295 | 214 |
• | Enterprise sign-up for a month-to-month |
• | Government & Space |
• | Sensor Products one-off builds. These products are built for a specific customer and their needs as detailed within the purchase order. The Company uses existing standard inventory-based products with some modifications to create the customized build. Revenue is recognized at the point-in-time |
• | Consumers |
Year Ended December 31, |
Period over period change |
|||||||||||||||
(in thousands, except percentages) |
2020 |
2019 |
($) |
(%) |
||||||||||||
Revenue |
$ | 5,969 | $ | 2,927 | $ | 3,042 | 104 | % | ||||||||
Cost of revenue |
2,351 | 1,614 | 737 | 46 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
3,618 | 1,313 | 2,305 | 176 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating expenses: |
||||||||||||||||
Research and development |
11,775 | 11,925 | (150 | ) | (1 | ) | ||||||||||
Selling and marketing |
10,054 | 9,306 | 748 | 8 | ||||||||||||
General and administrative |
6,338 | 4,937 | 1,401 | 28 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
28,167 | 26,168 | 1,999 | 8 | ||||||||||||
Operating loss |
(24,549 | ) | (24,855 | ) | 306 | (1 | ) | |||||||||
Tranche rights and warrant remeasurement expense (income), net |
2,813 | (177 | ) | 2,990 | (1,689 | ) | ||||||||||
Financing expense (income), net |
(299 | ) | (1,068 | ) | 769 | (72 | ) | |||||||||
Loss before income tax expense (tax benefit) |
(27,063 | ) | (23,610 | ) | (3,453 | ) | 15 | |||||||||
Income tax expense (benefit), net |
117 | 252 | (135 | ) | (54 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (27,180 | ) | $ | (23,862 | ) | $ | (3,318 | ) | 14 | % | |||||
|
|
|
|
|
|
|
|
Nine-Months Ended September 30, |
Period over period change |
|||||||||||||||
(in thousands, except percentages) |
2021 |
2020 |
($) |
(%) |
||||||||||||
Revenue |
$ | 6,648 | $ | 3,959 | $ | 2,689 | 68 | % | ||||||||
Cost of revenue |
2,980 | 1,721 | 1,259 | 64 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
3,668 | 2,238 | 1,406 | 62 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating expenses: |
||||||||||||||||
Research and development |
18,793 | 7,601 | 11,192 | 147 | ||||||||||||
Selling and marketing |
13,279 | 7,274 | 6,005 | 83 | ||||||||||||
General and administrative |
8,170 | 5,123 | 3,047 | 59 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
40,242 | 19,998 | 20,244 | 101 | ||||||||||||
Operating loss |
(36,574 | ) | (17,760 | ) | (18,814 | ) | 106 | |||||||||
Tranche rights and warrant remeasurement expenses (income), net |
3,264 | (235 | ) | 3,499 | (1,489 | ) | ||||||||||
Financing expense (income), net |
798 | (423 | ) | 1,221 | (289 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before income tax expense (tax benefit) |
(40,636 | ) | (17,102 | ) | (23,534 | ) | 138 | |||||||||
Income tax expense (benefit), net |
(1,938 | ) | 76 | (2,014 | ) | (2,650 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (38,698 | ) | $ | (17,178 | ) | $ | (21,520 | ) | 125 | % | |||||
|
|
|
|
|
|
|
|
Year Ended December 31, |
Period over Period Change |
|||||||||||||||
2020 |
2019 |
$ |
% |
|||||||||||||
(in thousands) |
||||||||||||||||
Net cash used in operating activities |
$ | (24,028 | ) | $ | (18,554 | ) | $ | (5,474 | ) | 30 | % | |||||
Net cash used in investing activities |
(185 | ) | (387 | ) | 202 | (52 | ) | |||||||||
Net cash provided by financing activities |
28,803 | 9,352 | 19,451 | 208 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents |
4,590 | $ | (9,589 | ) | $ | 14,179 | (148 | )% | ||||||||
|
|
|
|
|
|
|
|
Nine months Ended September 30, |
Period over Period Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
(in thousands) |
||||||||||||||||
Net cash used in operating activities |
$ | (30,050 | ) | $ | (17,872 | ) | $ | (12,178 | ) | 68 | % | |||||
Net cash used in investing activities |
(92,062 | ) | (3,735 | ) | (88,327 | ) | 2,365 | |||||||||
Net cash provided by financing activities |
93,638 | 27,799 | 65,839 | 237 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents |
(28,474 | ) | $ | 6,192 | $ | (34,666 | ) | 560 | % | |||||||
|
|
|
|
|
|
|
|
1. | Identification of the contract, or contracts, with a customer; |
2. | Identification of the performance obligations in the contract; |
3. | Determination of the transaction price; |
4. | Allocation of the transaction price to the performance obligations in the contract; and |
5. | Recognition of revenue when, or as, the performance obligations are satisfied. |
Year Ending December 31 |
Minimum Lease Commitment |
|||
(in thousands) |
||||
2021 |
$ | 1,167 | ||
2022 |
1,149 | |||
2023 |
1,118 | |||
2024 and thereafter |
1,706 | |||
|
|
|||
Total |
$ | 5,140 | ||
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Combined Entity’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Combined Entity sends the notice of redemption to the warrant holders. |
• | permit the Combined Entity’s board of directors to issue up to shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of control; |
• | provide that the authorized number of directors may be changed only by resolution of the Combined Entity’s board of directors; |
• | provide that, subject to the rights of any series of preferred stock to elect directors, directors may be removed only with cause, after the proposal to remove such director is received by the Combined Entity at least forty-five (45) days prior to any annual or special meeting at which the removal is |
proposed, by the holders of at least 66 2 ⁄3 % of all of our then-outstanding shares of the capital stock entitled to vote generally at an election of directors; |
• | provide that all, subject to the rights, if any, of the holders of any series of preferred stock then outstanding to elect directors and fill vacancies on the Combined Entity’s board of directors relating thereto, all vacancies, including newly created directorships, may, except as otherwise required by law, be filled solely by the affirmative vote of a majority of directors then in office, even if less than a quorum; |
• | provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; |
• | provide that Special Meetings of the Combined Entity’s stockholders may be called solely by the Combined Entity’s board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; |
• | provide that the Combined Entity’s board of directors will be divided into three classes of directors, with the classes to be as nearly equal as possible, and with the directors serving three-year terms (see the section titled “ Management After the Business Combination |
• | not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose; and |
• | provide that the Amended Bylaws may be amended or repealed only by the affirmative vote of note less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class, if the Combined Entity’s board of directors do not recommend that stockholders approve such amendment or repeal. |
• | 1% of the total number of shares of the Combined Entity’s common stock then outstanding; or |
• | the average weekly reported trading volume of the Combined Entity’s common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC, which is expected to be filed promptly after completion of the Business Combination, reflecting its status as an entity that is not a shell company. |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
Authorized Capital Stock | ||
PTAC is currently authorized to issue 301,000,000 shares of capital stock, consisting of (a) 300,000,000 shares of common stock, including 240,000,000 shares of Class A Common Stock and 60,000,000 shares of Class B Common Stock and (b) 1,000,000 shares of preferred stock. | The Combined Entity will be authorized to issue shares of capital stock, consisting of (i) shares of common stock, and (ii) shares of preferred stock. | |
Rights of Preferred Stock | ||
The Board may fix for any series of preferred stock such voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, as may be stated in the resolutions of the Board’s providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL. | The Combined Entity’s board of directors may fix for any series of preferred stock such voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, as may be stated in the resolutions of the Board’s providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL. | |
Number of Directors | ||
The number of directors of PTAC, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board. | The number of directors of the Combined Entity will be fixed from time to time exclusively by the Combined Entity’s board of directors pursuant to a resolution adopted by a majority of the Combined Entity’s board of directors. | |
Classification of the Board of Directors | ||
Subject to the rights of the holders of one or more series of preferred stock of PTAC to elect one or more directors, the Board is classified into three classes of directors with staggered terms of office. | Subject to the rights of the holders of one or more series of preferred stock of the Combined Entity to elect one or more directors, the Combined Entity’s board of directors is classified into three classes of directors with staggered terms of office. | |
Election of Directors; Vacancies on the Board of Directors | ||
At PTAC’s annual meeting, stockholders elect directors to replace the class of directors whose term expires at that annual meeting, each of whom shall hold office for | At the Combined Entity’s annual meeting, stockholders elect directors to replace the class of directors whose term expires at that annual meeting, |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
a term of three years or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Subject to the rights of the holders of one or more series of preferred stock, if the number of directors is changed, any increase or decrease is apportioned among the classes to maintain an equal number of directors in each class as nearly as possible, and any additional director of any class elected to fill a vacancy will hold office for the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. The election of directors shall be determined by a plurality of the votes cast by the stockholders at an annual meeting of stockholders. |
each of whom shall hold office for a term of three years or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. A majority of the board of directors shall have the right to fill any vacancies on of the Combined Entity’s board of directors, whether caused by increase in size of the Combined Entity’s board of directors or resignation or removal of a director, and the Combined Entity’s board of directors shall have the right to determine the class that any additional director will fill, and any additional director of any class elected to fill a vacancy will hold office for the remaining term of that class, but in no case will a decrease in the number of directors remove or shorten the term of any incumbent director. Subject to the rights of the holders of one or more series of preferred stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors. | |
Removal of Directors | ||
Subject to the rights of the holders of any series of preferred stock and the right of the holders of PTAC Class B Common Stock to elect and remove directors, any director or the entire board may be removed from office at any time, with or without cause, by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of the Class B Common Stock entitled to vote generally in the election of directors, voting together as a single class. | Subject to the rights of the holders of any series of preferred stock, any director or the entire board may be removed from office at any time, but only for cause and only by the affirmative vote of holders of at least 66 2 ⁄3 % of the voting power of all then outstanding shares of capital stock of the Combined Entity entitled to vote generally in the election of directors, voting together as a single class. | |
Voting | ||
Except as otherwise required by law or the Current Charter, holders of PTAC Class A Common Stock and PTAC Class B Common Stock exclusively possess all voting power with respect to PTAC. Except as otherwise required by law or the Current Charter, the holders of PTAC Common Stock shall be entitled to one vote for each such share on each matter properly submitted to PTAC stockholders on which the holders of PTAC Common Stock are entitled to vote. Except as otherwise required by law or the Current Charter, for so long as any shares of PTAC Class B Common Stock remain outstanding, PTAC may not, without first obtaining the prior vote or written consent of the holders of at least a majority of the then |
Holders of the common stock will be entitled to cast one vote per share. Except as otherwise required by applicable law, holders of the Combined Entity’s common stock will not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding series of the Combined Entity’s preferred stock if the holders of such affected series of the Combined Entity’s preferred stock are exclusively entitled to vote thereon pursuant to the Proposed Charter or applicable law. |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
outstanding shares of PTAC Class B Common Stock, voting separately as a single class, amend, alter or repeal any provision of the Current Charter, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the PTAC Class B Common Stock. | ||
Cumulative Voting | ||
Delaware law allows for cumulative voting only if provided for in the Current Charter; however, the Current Charter does not authorize cumulative voting. | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
Special Meeting of the Board of Directors | ||
Special meetings of the Board may be called by the Chairman of the Board or President and shall be called upon the written request of at least a majority of directors then in office or the sole director. | Special meetings of the Combined Entity’s board of directors may be called by the affirmative vote of a majority of the directors then in office, the Chairperson of the Combined Entity’s board of directors, if one is elected, or the Chief Executive Officer. | |
Stockholder Action by Written Consent | ||
Under the Current Charter, any action required or permitted to be taken by the stockholders of PTAC must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the PTAC Class B Common Stock with respect to which action may be taken by written consent, and other than what may otherwise be provided for pursuant to the Current Charter relating to the rights of the holders of any outstanding series of preferred stock of PTAC or PTAC Class B Common Stock. | Subject to the terms of any series of preferred stock, any action required or permitted to be taken by the stockholders of Combined Entity must be effected at an annual or special meeting of the stockholders and may not be effected by written consent. | |
Amendment to Certificate of Incorporation | ||
Under Delaware law, an amendment to a charter generally requires the approval of a company’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. Except as provided in the Current Charter, Article IX of the Current Charter relating to business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of Common Stock; and the powers, preferences or relative, participating, optional or other or special rights of the PTAC Class B Common Stock may only be amended with the approval of the holders of at least a majority of |
Any amendment to the Proposed Charter will require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment, provided that provisions in the Proposed Charter in Article VII (limitation on director liability) will require approval of the holders of at least 66 2 ⁄3 % of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
the then-outstanding shares of PTAC Class B Common Stock. | ||
Amendment of the Bylaws | ||
The Board is expressly authorized to adopt, amend, alter or repeal the Current Bylaws. The Current Bylaws may also be adopted, amended, altered or repealed by the PTAC stockholders representing a majority of the voting power of all of the then-outstanding shares of capital stock of PTAC entitled to vote generally in the election of directors, provided that the approval of at least 66.7% of PTAC’s then-outstanding shares of capital stock is required to amend Article VIII, which relates to indemnification matters. | Under the Proposed Charter, the Amended Bylaws can be amended or repealed by: (i) the board of the Combined Entity and (ii) an affirmative vote of stockholders holding 66 2 ⁄3 % of the voting power of then outstanding shares of capital stock, voting together as a single class, provided, if the board recommends that stockholders approve such amendment or repeal, an affirmative vote of stockholders holding only a majority of the voting power of then outstanding shares of capital stock, voting together as a single class, is required. | |
Quorum | ||
Board of Directors Stockholders |
Board of Directors. Stockholders. | |
Corporate Opportunities of Directors and Officers | ||
To the extent permitted by law, PTAC renounces any expectancy that any of the PTAC directors or officers, or any of their respective affiliates, will offer any corporate opportunity to which he or she may become aware to PTAC, except with respect to any of the directors or officers of PTAC with respect to a corporate opportunity that was offered to such person solely and exclusively in his or her capacity as a director or officer of PTAC and (i) such opportunity is one that PTAC is legally and contractually permitted to undertake and would otherwise be reasonable for PTAC to pursue and (ii) the director or officer is permitted to refer that opportunity to PTAC without violating any legal obligation. | The Proposed Charter and Amended Bylaws are silent with respect to corporate opportunities of directors and officers. | |
Special Stockholder Meetings | ||
The Current Bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board, Chief Executive Officer of PTAC, or the Board pursuant to a resolution adopted by a majority of the Board. | Subject to the rights of any series of preferred stock, special meetings of the Combined Entity’s stockholders may be called solely by the Combined Entity’s board of directors pursuant to a resolution |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
adopted by a majority of the Combined Entity’s board of directors. | ||
Notice of Stockholder Meetings | ||
Written notice stating the place, if any, date and time of each meeting of PTAC stockholders, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise required by the DGCL. | Notice of each meeting of the Combined Entity’s stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the Combined Entity’s stockholders entitled to notice of the meeting. | |
Whenever notice is required to be given to any PTAC stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | Without limiting the manner by which notice otherwise may be given to the Combined Entity’s stockholders, any notice to the Combined Entity’s stockholders given by Combined Entity shall be effective if given by electronic transmission in accordance with Section 232 of the DGCL. The notices of all meetings shall state the hour, date and place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. | |
Stockholder Proposals (Other than Nomination of Persons for Election as Directors) | ||
No business may be transacted at an annual meeting of PTAC stockholders, other than business that is either (i) specified in PTAC’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any PTAC stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in the Current Bylaws. The PTAC stockholder must (i) give timely notice thereof in proper written form to the Secretary of PTAC and (ii) the business must be a proper matter for stockholder action. To be timely, a PTAC stockholder’s notice must be received by the Secretary at the principal executive offices of PTAC not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the one-hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting; provided, |
No business may be conducted at an annual meeting of the Combined Entity’s stockholders, other than business that is either (i) specified in the Combined Entity’s notice of meeting delivered pursuant to the Bylaws, (ii) otherwise properly brought before the annual meeting by or at the direction of the board (or a committee thereof) or (iii) otherwise properly brought before the annual meeting by any stockholder of the Combined Entity who is entitled to vote at the meeting, who complies with the notice procedures set forth in Amended Bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the Combined Entity. The Combined Entity stockholder must (i) give timely notice thereof in proper written form to the Secretary of the Combined Entity, (ii) provide any updates or supplements to such notice at the times and in the form required by the Amended Bylaws and (iii) act in accordance with the representations set forth in the solicitation statement delivered to the |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the 90th day before the meeting or the 10th day following public announcement of the date of the annual meeting, if later. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Current Bylaws. | Combined Entity. To be timely, a stockholder’s notice must be received at the principal executive offices of the Combined Entity not less than ninety (90) or more than one-hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided however if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, the notice must be delivered not later than the ninetieth (90th ) day prior to such annual meeting or, if later, the tenth day following the day on which public disclosure of such meeting was first made. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Amended Bylaws. | |
Stockholder Nominations of Persons for Election as Directors | ||
Nominations of persons for election to the Board may be made (i) by or at the direction of the Board or (ii) by any stockholder of PTAC who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who gives proper notice. To give timely notice, a stockholder’s notice must be given to the Secretary of PTAC at the principal executive offices of PTAC either (i) in the case of an annual meeting, not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting of stockholders (in most cases) and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which public announcement of the date of the special meeting is first made. |
Nominations of persons for election to the Combined Entity’s board of directors may be made by any stockholder of the Combined Entity who provides a timely notice (i.e. provides notice which must be received in writing by the secretary of the Combined Entity at the Combined Entity’s principal executive officer not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (in most cases), is a stockholder of record on the date of giving such notice and on the record date for the determination of stockholders entitled to vote at such a meeting, and is entitled to vote at such meeting and on such election. | |
Limitation of Liability of Directors and Officers | ||
The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL. |
The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Proposed Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL. |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
Indemnification of Directors and Officers | ||
The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that PTAC will indemnify each director and officer to the fullest extent permitted by applicable law. |
The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Amended Bylaws provide that Combined Entity will indemnify each director and officer to the fullest extent permitted by applicable law. | |
Dividends | ||
Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law and the rights, if any, of outstanding shares of preferred stock, the holders of PTAC common stock will be entitled to receive dividends (payable in cash, property or capital stock of PTAC) when, as, and if declared by the Board from time to time out of any assets or funds of PTAC legally available for dividends. |
Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Proposed Charter provides dividends may be declared only when and as declared by the board of directors of the Combined Entity or any authorized committee thereof out of any assets or funds of the Combined Entity legally available for dividends. | |
Liquidation | ||
Subject to applicable law and the rights, if any, of the holders of outstanding shares of preferred stock, the Current Charter provides that following the payment or provision for payment of the debts and other liabilities of PTAC in the event of an voluntary or involuntary liquidation, dissolution or winding up of PTAC, the holders of PTAC common stock shall be entitled to receive all the remaining assets of PTAC available for distribution to its stockholders, ratably in proportion to the number of shares of PTAC Class A Common Stock | Subject to applicable law and the preferential or other rights of any holders of preferred stock then outstanding, the Proposed Charter provides that upon the voluntary or involuntary liquidation, dissolution or winding up of the Combined Entity, the net assets of the Combined Entity shall be distributed pro rata to the holders of Combined Entity common stock. |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
(on an as converted basis with respect to the PTAC Class B Common Stock) held by them. | ||
Supermajority Voting Provisions | ||
The blank shell company provisions of the Current Charter (Article IX), provisions regarding business combinations with “interested stockholders” (i.e. a stockholder owning 15% or more of PTAC’s outstanding voting stock) (Article X) and provisions regarding indemnification (Article VIII) require the affirmative vote of a supermajority of the voting power of all outstanding shares of capital stock of PTAC. Article VIII of the Current Bylaws regarding indemnification require the affirmative vote of a supermajority of the voting power of all outstanding shares of capital stock of PTAC. | The affirmative vote of 66 2 ⁄3 % of the voting power of the shares of capital stock of Combined Entity that would then be entitled to vote in the election of directors at an annual meeting of stockholders will be required in order for the stockholders of Combined Entity to amend or real Article VII (limitation on directly liability) of the Proposed Charter and the Amended Bylaws. | |
Anti-Takeover Provisions and Other Stockholder Protections | ||
The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, a prohibition on stockholder action by written consent other than as relates to Class B Common Stock, and blank check preferred stock. The Current Charter restricts PTAC from engaging in a “business combination” with an “interested stockholder” for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. |
The anti-takeover provisions and other stockholder protections included in the Proposed Charter include a staggered board, a prohibition on stockholder action by written consent and blank check preferred stock. The Combined Entity will be subject to Section 203 of the DGCL. | |
Preemptive Rights | ||
There are no preemptive rights relating to the capital stock of PTAC. | There are no preemptive rights relating to the capital stock of the Combined Entity. | |
Fiduciary Duties of Directors | ||
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the Board or any committee designated by the Board are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the Board or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information. | Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information |
PTAC (Pre-Business Combination) |
The Combined Entity (Post-Business Combination) | |
The Board may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the DGCL, the Current Charter and the Current Bylaws. |
protects directors from liability related to decisions made based on such records and other information. The board of directors of the Combined Entity may exercise all such powers and do all such acts and things as may be exercised or done by the Combined Entity, subject to the DGCL, the Current Charter and the Current Bylaws. | |
Inspection of Books and Records | ||
Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. | Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. | |
Choice of Forum | ||
The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to: (i) any derivative action or proceeding brought on behalf of PTAC, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of PTAC to PTAC or PTAC stockholders, (iii) any action asserting a claim against PTAC, its directors, officers, or employees arising pursuant to any provision of the DGCL or the Current Charter or Current Bylaws and (iv) any action asserting a claim against PTAC, its directors, officers or employees governed by the internal affairs doctrine. In addition, the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction over any action arising under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. | The Amended Bylaws generally designates Court of Chancery of the State of Delaware as the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of Combined Entity, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any director officer, employee or stockholder of Combined Entity, (iii) any action asserting a claim against Combined Entity arising pursuant to any provision of the DCGL, the Proposed Charter or the Amended Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of any provisions in the Proposed Charter or Amended Bylaws, (v) any action asserting a claim against the Combined Entity that is governed by the internal affairs doctrine and (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. In addition, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. |
• | each person who is, or is expected to be, the beneficial owner of more than 5% of issued and outstanding shares of PTAC Common Stock or of the Combined Entity’s common stock; |
• | each of our current directors and executive officers; |
• | each person who will (or is expected to) become a director or executive officer of the Combined Entity following the Closing; and |
• | all directors and executive officers of PTAC as a group pre-Business Combination and all directors and executive officers of the Combined Entity post-Business Combination. |
Pre-Business Combination |
Successor Post-Business Combination |
|||||||||||||||||||||||||||||||
PTAC Class A Common Stock |
PTAC Class B Common Stock |
Assuming No Redemption |
Assuming 100% Redemption |
|||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) |
Number of Shares Beneficially Owned |
% of Outstanding Shares of PTAC Common Stock |
Number of Shares Beneficially Owned |
% of Outstanding Shares of PTAC Common Stock |
Number of Shares |
% |
Number of Shares |
% |
||||||||||||||||||||||||
Directors and Executive Officers of PTAC: |
||||||||||||||||||||||||||||||||
Christopher Longo |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Ciro M. DeFalco |
— | — | — | — | — | — | — | — |
Pre-Business Combination |
Successor Post-Business Combination |
|||||||||||||||||||||||||||||||
PTAC Class A Common Stock |
PTAC Class B Common Stock |
Assuming No Redemption |
Assuming Max Redemption |
|||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) |
Number of Shares Beneficially Owned |
% of Outstanding Shares of PTAC Common Stock |
Number of Shares Beneficially Owned |
% of Outstanding Shares of PTAC Common Stock |
Number of Shares |
% |
Number of Shares |
% |
||||||||||||||||||||||||
Adam Karkowsky |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
J. Eric Smith |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Bradley Tusk |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Nicolas D. Zerbib |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
All Directors and Executive Officers of PTAC as a Group (6 Individuals |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Directors and Executive Officers of Combined Entity After Consummation of the Business Combination: |
||||||||||||||||||||||||||||||||
Shimon Elkabetz |
— | — | — | — | % | % | ||||||||||||||||||||||||||
Rei Goffer |
— | — | — | — | % | % | ||||||||||||||||||||||||||
Itai Zlotnik |
— | — | — | — | % | % | ||||||||||||||||||||||||||
Stephen Gregorio |
— | — | — | — | % | % | ||||||||||||||||||||||||||
Leigha Kemmett |
— | — | — | — | % | % | ||||||||||||||||||||||||||
All Directors and Executive Officers of Combined Entity as a Group ( Individuals) |
||||||||||||||||||||||||||||||||
Five Percent Holders: |
||||||||||||||||||||||||||||||||
Pine Technology Sponsor LLC |
— | — | 8,625,000 | (2) |
100.0 | % | 11,375,000 | (3) |
9.4 | % | 11,375,000 | (3) |
11.7 | % | ||||||||||||||||||
Peel Acquisition Company II, LLC |
— | — | 8,625,000 | (2) |
100.0 | % | 11,375,000 | (3) |
9.4 | % | 11,375,000 | (3) |
11.7 | % | ||||||||||||||||||
Trident Pine Acquisition, L.P. |
— | — | 8,625,000 | (2) |
100.0 | % | 11,375,000 | (3) |
9.4 | % | 11,375,000 | (3) |
11.7 | % | ||||||||||||||||||
Saba Capital Management, L.P. and affiliates (4) |
1,981,121 | 5.7 | % | — | — | 1,981,121 | 1.6 | % | 1,981,121 | 2.0 | % | |||||||||||||||||||||
Magnetar Financial LLC and affiliates (5) |
1,767,075 | 5.1 | % | — | — | 1,767,075 | 1.5 | % | 1,767,075 | 1.8 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Pine Technology Acquisition Corp. 260 Lena Drive, Aurora, Ohio 44202. |
(2) | Represents PTAC Class B Common Stock held by the Sponsor, which holds the voting and investment power over such PTAC Class B Common Stock. Pine Technology Sponsor LLC is the record holder of the shares reported herein. Each of PTAC’s directors and officers have direct or indirect membership interests in Pine Technology Sponsor LLC. Peel Acquisition Company II, LLC and Trident Pine Acquisition, L.P. are the managing members of Pine Technology Sponsor LLC and, together, have voting and investment |
discretion with respect to the common stock held of record by Pine Technology Sponsor LLC. Barry D. Zyskind is the manager of Peel Acquisition Company II, LLC. Trident Pine GP, LLC is the general partner of Trident Pine Acquisition, L.P. Trident VII, L.P. and Trident VII Parallel Fund, L.P. (the “ Trident VII Partnerships Trident VII GP |
(3) | Includes 2,750,000 shares of PTAC Class A Common Stock purchased by Sponsor in the PIPE Investment. |
(4) | Based solely upon information contained in the Schedule 13G jointly filed with the SEC on November 26, 2021 by Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC. The address of the business office of each of the foregoing reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
(5) | Based solely upon information contained in the Schedule 13G jointly filed with the SEC on January 28, 2022 by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz. The address of the business office of each of the foregoing reporting persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
• | the amount involved exceeded or will exceed $120,000; and |
• | any of its directors, executive officers, or holders of more than 5% of its capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described in the section titled “Executive Compensation of Tomorrow.io” or that were approved by its compensation committee. |
Name |
Shares |
Aggregate Purchase Price |
Date of Issuance | |||||||
Stonecourt HCM II Partners LP |
2,812,465 | $ | 17,634,999.29 | March 15, 2021 | ||||||
Stonecourt HCM II Partners LP |
4,154,061 | $ | 26,047,208.69 | April 12, 2021 | ||||||
Standard Weather Holdings LLC |
3,987,050 | $ | 24,999,999.62 | April 12, 2021 |
Name |
Shares |
Aggregate Purchase Price |
Date of Issuance | |||||||
Entities affiliated with Pitango Growth II Fund, L.P. |
2,544,271 | $ | 10,000,002.74 | July 24, 2020 | ||||||
Entities affiliated with Square Peg Global 2015 Trust |
254,427 | $ | 999,999.88 | July 24, 2020 | ||||||
Entities affiliated with Square Peg Global 2015 Trust |
2,798,698 | $ | 11,000,002.62 | August 31, 2020 | ||||||
Entities affiliated with Square Peg Global 2015 Trust |
3,053,125 | $ | 12,000,002.50 | April 15, 2021 | ||||||
Entities affiliated with Pitango Growth II Fund, L.P. |
2,544,271 | $ | 10,000,002.74 | July 23, 2021 |
Name |
Shares |
Aggregate Purchase Price |
Date of Issuance | |||||||
Entities affiliated with Square Peg Global 2015 Trust |
714,997 | $ | 2,800,000.00 | June 10, 2019 | ||||||
Entities affiliated with Square Peg Global 2015 Trust |
893,745 | $ | 3,499,994.79 | August 1, 2019 | ||||||
Entities affiliated with Square Peg Global 2015 Trust |
800,000 | $ | 3,132,880.00 | May 15, 2020 |
• | any person who is, or at any time during the applicable period was, one of the Combined Entity’s officers or one of the Combined Entity’s directors; |
• | any person who is known by the Combined Entity to be the beneficial owner of more than five percent (5%) of its voting stock; and |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law sister-in-law |
• | the related person’s interest in the transaction; |
• | the approximate dollar value of the amount involved in the transaction; |
• | the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; |
• | whether the transaction was undertaken in the ordinary course of business of the Combined Entity; |
• | whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Combined Entity than terms that could have been reached with an unrelated third party; |
• | the purpose of, and the potential benefits to the Combined Entity of, the transaction; and |
• | any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
• | any person who is, or at any time during the applicable period was, one of Combined Entity’s officers or one of Combined Entity’s directors; |
• | any person who is known by Combined Entity to be the beneficial owner of more than five percent (5%) of its voting stock; |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law sister-in-law |
• | any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest. |
Page |
||||
Audited Financial Statements |
||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 | ||||
Unaudited Condensed Financial Statements |
||||
F-18 | ||||
F-19 | ||||
F-20 | ||||
F-21 | ||||
F-22–F-38 | ||||
THE TOMORROW COMPANIES INC. AND ITS SUBSIDIARIES |
| |||
Unaudited Condensed Financial Statements |
||||
F-39 | ||||
F-40 | ||||
F-41 | ||||
F-42–F-43 | ||||
F-44–F-61 | ||||
Audited Financial Statements |
||||
F-63 | ||||
F-64 | ||||
F-65 | ||||
F-66 | ||||
F-67 | ||||
F-68 - F-90 |
Page |
||||
REMOTE SENSING SOLUTIONS, INC. |
| |||
Unaudited Condensed Financial Statements |
||||
F-91 | ||||
F-92 | ||||
F-96 | ||||
Audited Financial Statements |
||||
F-105-F-106 |
||||
F-107-F-108 |
||||
F-109 | ||||
F-110 | ||||
F-111-F-115 |
||||
F-116 | ||||
F-117 |
Assets: |
||||
Current Assets |
||||
Stock subscription receivable |
$ | |||
|
|
|||
Total Current Assets |
||||
Deferred offering costs |
||||
|
|
|||
Total Assets |
$ | |||
|
|
|||
Liabilities and Stockholder’s Equity |
||||
Accrued offering costs and expenses |
$ | |||
|
|
|||
Total Current Liabilities |
||||
|
|
|
|
|
Commitments and Contingencies (Note 6) |
||||
Stockholder’s Equity: |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total Stockholder’s Equity |
||||
|
|
|||
Total Liabilities and Stockholder’s Equity |
$ | |||
|
|
(1) | Includes up to |
Formation costs |
$ | |||
|
|
|||
Net loss |
$ | ( |
) | |
|
|
|||
Basic and diluted weighted average shares outstanding (1) |
||||
|
|
|||
Basic and diluted net loss per share |
$ | ( |
) | |
|
|
(1) | Excludes up to |
Class B Common Stock |
Additional Paid-In Capital |
Accumulated Equity |
Stockholder’s Equity |
|||||||||||||||||
Shares (1) |
Amount |
|||||||||||||||||||
Balance as of December 30, 2020 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Class B common stock issued to Sponsor |
||||||||||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2020 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Includes up to |
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
) | |
Changes in current assets and liabilities: |
||||
Accrued offering costs and expenses |
||||
|
|
|||
Net cash used from operating activities |
||||
|
|
|||
Net change in cash |
||||
Cash, beginning of the period |
||||
|
|
|||
Cash, end of the period |
$ | |||
|
|
|||
Supplemental disclosure of cash flow information: |
||||
Increase in stock subscription receivable for issuance of Class B ordinary shares |
$ | |||
|
|
|||
Accrued deferred offering costs |
$ | |||
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
September 30, 2021 (Unaudited) |
December 31, 2020 (Audited) |
|||||||
Assets: |
||||||||
Current Assets: |
||||||||
Cash |
$ |
$ |
— |
|||||
Prepaid Expenses |
— |
|||||||
Share subscription receivable |
— |
|||||||
Total current asset s |
|
|
|
|
|
|
|
|
Deferred offering costs associated with IPO |
— |
|||||||
|
|
|
|
|||||
Prepaid expenses — Non-current |
— |
|||||||
Cash held in Trust Account |
— |
|||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities and Stockholders’ (Deficit) Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued expenses |
$ |
$ |
||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Warrant liabilities |
— |
|||||||
Deferred underwriters’ discount |
— |
|||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments |
||||||||
Class A Common Stock subject to possible redemption |
— |
|||||||
|
|
|
|
|
|
|
|
|
Stockholders’ Equity: |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
— |
|||||||
Accumulated deficit |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Total stockholders’ (deficit) equity |
( |
) |
||||||
|
|
|
|
|||||
Total Liabilities and Stockholders’ (Deficit) Equity |
$ |
$ |
||||||
|
|
|
|
Three months ended September 30, 2021 |
Nine months ended September 30, 2021 |
|||||||
Formation and operating costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Other Income (Loss) |
||||||||
Interest income |
||||||||
Excess fair value over cash received for private placement warrants |
— | ( |
) | |||||
Change in fair value of warrant liabilities |
||||||||
Offering expenses related to warrant issuance |
— | ( |
) | |||||
|
|
|
|
|||||
Total other income |
||||||||
|
|
|
|
|||||
Net income |
$ |
$ |
||||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A common stock subject to possible redemption |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share |
$ | $ | ||||||
|
|
|
|
|||||
Weighted average shares outstanding, non-redeemable Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share |
$ | $ | ||||||
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Retained Earnings (Accumulated Deficit) |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of December 31, 2020 |
$ | $ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Sale of Units in Initial Public Offering, net of underwriting discount and initial fair value of public warrants |
— | — | — | |||||||||||||||||||||||||
Class A common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Net Loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2021, as restated |
( |
) |
( |
) | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Accretion for Class A shares subject to redemption |
— | — | — | ( |
) | ( |
) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of June 30, 2021, as restated |
( |
) |
( |
) | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Accretion for Class A shares subject to redemption |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of September 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine September 30, 2021 |
||||
Cash Flows from Operating Activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Interest earned on trust account |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
Excess of fair value over cash received for private placement warrants |
||||
Offering costs allocated to warrants |
||||
Changes in current assets and current liabilities: |
||||
Prepaid assets |
( |
) | ||
Accounts payable |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash into trust account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from Initial Public Offering, net of underwriting discount |
||||
Proceeds from issuance of Private Placement Warrants |
||||
Cash received for share receivable |
||||
Payments of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
Net Change in Cash |
||||
Cash — Beginning |
||||
|
|
|||
Cash — Ending |
$ | |||
|
|
|||
Supplemental Disclosure of Non-cash Financing Activities: |
||||
Initial value of Class A common stock subject to possible redemption |
$ | |||
|
|
|||
Initial value of warrant liabilities |
$ | |||
|
|
|||
Accretion for Class A common stock subject to possible redemption |
$ | |||
|
|
|||
Deferred underwriting discount payable charged to additional paid-in capital |
$ | |||
|
|
As Previously Reported |
Adjustment |
As Restated (audited) |
Balance Sheet as of March 15, 2021 |
| |||||||||||
Common Stock subject to possible redemption ($) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock, $0.0001 par value |
$ |
$ |
( |
) | $ |
— | ||||||
Class B common stock, $0.0001 par value |
— | |||||||||||
Additional paid-in capital |
( |
) | — | |||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
|
|
|
|
|
|
|||||||
Number of shares subject to redemption |
||||||||||||
Financial Statements as of March 31, 2021 (per the Company’s quarterly report on Form 10-Q filed on May 24, 2021) |
| |||||||||||
|
|
|
As Previously Reported |
|
|
|
Adjustment |
|
|
|
As Restated ( un audited) |
|
Balance Sheet |
||||||||||||
Common Stock subject to possible redemption ($) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock, $0.0001 par value |
$ |
$ |
( |
) | $ |
— | ||||||
Class B common stock, $0.0001 par value |
— | |||||||||||
Additional paid-in capital |
( |
) | — | |||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
|
|
|
|
|
|
|||||||
Number of shares subject to redemption |
||||||||||||
Statement of Operations |
||||||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption |
||||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share |
$ | — | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share |
$ | ( |
) | $ | $ | ( |
) | |||||
|
|
|
|
|
|
|||||||
Financial Statements as of June 30, 2021 (per the Company’s quarterly report on Form 10-Q filed on August 16, 2021) |
| |||||||||||
|
|
|
As Previously Reported |
|
|
|
Adjustment |
|
|
|
As Restated ( un audited) |
|
Balance Sheet |
||||||||||||
Common Stock subject to possible redemption ($) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock, $0.0001 par value |
$ |
$ |
( |
) | $ |
— | ||||||
Class B common stock, $0.0001 par value |
— | |||||||||||
Additional paid-in capital |
— | |||||||||||
Accumulated deficit |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
|
|
|
|
|
|
|||||||
Number of shares subject to redemption |
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Statement of Operations |
||||||||||||
Three Months ended June 30, 2021 |
||||||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption |
||||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share |
$ | $ | ( |
) | $ | |||||||
|
|
|
|
|
|
|||||||
Six Months ended June 30, 2021 |
||||||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption |
||||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Gross Proceeds |
$ | |||
Less: |
||||
Proceeds allocated to public warrants |
( |
) | ||
Issuance costs related to Class A common stock |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Contingently redeemable Class A common stock |
$ |
For the Three Months ended September 30, 2021 |
For the Nine Months ended September 30, 2021 |
|||||||
Common stock subject to possible redemption |
||||||||
Numerator: |
||||||||
Net income allocable to Class A common stock subject to possible redemption |
$ | $ | ||||||
Denominator: |
||||||||
Weighted Average Redeemable Class A common stock, Basic and Diluted |
||||||||
|
|
|
|
|||||
Basic and Diluted net income per share, Redeemable Class A common stock |
$ | $ | ||||||
|
|
|
|
|||||
Non-Redeemable Common shares |
||||||||
Numerator: |
||||||||
Net income allocable to Class B common stock not subject to redemption |
$ | $ | ||||||
Denominator: |
||||||||
Weighted Average Non-Redeemable Class B common stock, Basic and Diluted |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class B common stock |
$ | $ | ||||||
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
September 30, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Description |
||||||||||||||||
Assets: |
||||||||||||||||
U.S. Money Market Funds held in Trust Account |
$ | $ | $ |
$ |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Warrant liabilities — public warrants |
$ | $ | $ |
$ |
||||||||||||
Warrant liabilities — private warrants |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | $ | $ |
$ | ||||||||||||
|
|
|
|
|
|
|
|
At March 15, 2021 (Initial Measurement) |
At September 30, 2021 |
|||||||
Stock price |
$ | $ | ||||||
Strike price |
$ | $ | ||||||
Term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Warrant Liability |
||||
Fair value at December 31, 2020 |
$ | |||
Initial value of public and private warrant liabilities |
||||
Change in fair value |
( |
) | ||
|
|
|||
Fair Value at March 31, 2021 |
||||
Change in fair value |
( |
) | ||
Public warrants reclassified to level 1 |
( |
) | ||
|
|
|||
Fair Value at June 30, 2021 |
||||
Change in fair value |
( |
) | ||
|
|
|||
Fair Value at September 30, 2021 |
$ | |||
|
|
Public Warrants |
Private Placement Warrants |
Total Warrant Liabilities |
||||||||||
Fair value as of December 30, 2020 |
$ | $ | $ | |||||||||
Initial measurement on March 15, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2021 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
September 30, 2021 |
December 31, 2020 |
|||||||||
Note |
Unaudited |
|||||||||
ASSETS |
||||||||||
CURRENT ASSETS: |
||||||||||
Cash and cash equivalents |
$ | 24,239 | $ | 52,713 | ||||||
Marketable securities |
75,650 | — | ||||||||
Short-term bank deposit |
126 | 126 | ||||||||
Trade receivables, net of allowance for doubtful accounts of $353 and $198 as of September 30, 2021 (unaudited) and December 31, 2020, respectively |
3,256 | 2,413 | ||||||||
Prepaid expenses and other current assets |
659 | 661 | ||||||||
Inventory |
1,740 | — | ||||||||
|
|
|
|
|||||||
Total current assets |
105,670 | 55,913 | ||||||||
|
|
|
|
|||||||
NON-CURRENT ASSETS: |
||||||||||
Long-term restricted cash |
243 | 21 | ||||||||
Long-term marketable securities |
2,505 | — | ||||||||
Property and equipment, net |
6 | 2,151 | 266 | |||||||
Costs to obtain a contract |
1,118 | 830 | ||||||||
Other non-current assets |
389 | 306 | ||||||||
Intangible assets, net |
7,138 | — | ||||||||
Goodwill |
4,429 | — | ||||||||
|
|
|
|
|||||||
Total long-term assets |
17,973 | 1,423 | ||||||||
|
|
|
|
|||||||
Total assets |
$ | 123,643 | $ | 57,336 | ||||||
|
|
|
|
|||||||
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT |
||||||||||
CURRENT LIABILITIES: |
||||||||||
Accounts payable |
$ | 1,666 | $ | 831 | ||||||
Deferred revenue |
2,695 | 1,990 | ||||||||
Other accounts payable and accrued expenses |
3,197 | 2,027 | ||||||||
Warrant liability |
3,439 | — | ||||||||
Preferred shares tranche rights liability |
— | 6,376 | ||||||||
|
|
|
|
|||||||
Total liabilities |
10,997 | 11,224 | ||||||||
|
|
|
|
|||||||
COMMITMENTS AND CONTINGENCIES: |
9 | |||||||||
Convertible Preferred shares of $0.0001 par value — Authorized: 65,091,079 and 49,713,007 shares as of September 30, 3021 (unaudited) and December 31, 2020, respectively; Issued and Outstanding: 60,810,406 and 43,691,148 shares as of September 30, 2021 (unaudited) and December 31, 2020, respectively; Aggregate liquidation preference of $207,785 and $114,514 shares as of September 30, 3021 (unaudited), and December 31, 2020, respectively |
208,202 | 109,139 | ||||||||
SHAREHOLDERS’ DEFICIT: |
8 | |||||||||
Common shares of $0.0001 par value – Authorized: 95,000,000 and 70,000,000 shares as of September 30, 2021 (unaudited) and December 31, 2020, respectively; Issued: 10,580,178 and 9,370,526 shares as of September 30, 2021 (unaudited) and December 31, 2020, respectively; Outstanding: 9,780,178 and 8,570,526 shares as of September 30, 2021 (unaudited) and December 31, 2020, respectively |
1 | 1 | ||||||||
Treasury shares at cost (800,000 shares at September 30, 2021 (unaudited) and December 31, 2020, respectively |
(1,175 | ) | (1,175 | ) | ||||||
Additional paid-in capital |
8,484 | 2,315 | ||||||||
Accumulated deficit |
(102,866 | ) | (64,168 | ) | ||||||
|
|
|
|
|||||||
Total shareholders’ deficit |
(95,556 | ) | (63,027 | ) | ||||||
|
|
|
|
|||||||
Total liabilities, Convertible Preferred shares and shareholders’ deficit |
$ | 123,643 | $ | 57,336 | ||||||
|
|
|
|
Note |
Nine months ended September 30, |
|||||||||
2021 |
2020 |
|||||||||
Unaudited |
||||||||||
Revenue |
5 | $ | 6,648 | $ | 3,959 | |||||
Cost of revenue |
2,980 | 1,721 | ||||||||
|
|
|
|
|||||||
Gross profit |
3,668 | 2,238 | ||||||||
|
|
|
|
|||||||
Operating expenses: |
||||||||||
Research and development |
18,793 | 7,601 | ||||||||
Sales and marketing |
13,279 | 7,274 | ||||||||
General and administrative |
8,170 | 5,123 | ||||||||
|
|
|
|
|||||||
Total operating expenses |
40,242 | 19,998 | ||||||||
|
|
|
|
|||||||
Operating loss |
(36,574 | ) | (17,760 | ) | ||||||
Tranche rights and warrant remeasurement expense (income), net |
3,264 | (235 | ) | |||||||
Financing expense (income), net |
798 | (423 | ) | |||||||
|
|
|
|
|||||||
Loss before income tax expense (tax benefit) |
(40,636 | ) | (17,102 | ) | ||||||
Income tax expense (benefit), net |
3 | (1,938 | ) | 76 | ||||||
|
|
|
|
|||||||
Net loss |
$ | (38,698 | ) | $ | (17,178 | ) | ||||
|
|
|
|
|||||||
Net loss per share attributable to Common shareholders: |
||||||||||
Basic and diluted net loss per Common share |
11 | $ | (4.02 | ) | $ | (1.87 | ) | |||
|
|
|
|
|||||||
Weighted average number of Common shares used in computing basic and diluted net loss per Common share |
9,630,241 | 9,161,611 | ||||||||
|
|
|
|
Convertible Preferred shares |
Common shares |
|||||||||||||||||||||||||||||||
Number |
Amount |
Number |
Amount |
Additional paid-in capital |
Treasury shares |
Accumulated deficit |
Total shareholders’ deficit |
|||||||||||||||||||||||||
Balance as of January 1, 2021 (audited) |
43,691,148 | $ | 109,139 | 9,370,526 | $ | 1 | $ | 2,315 | $ | (1,175 | ) | $ | (64,168 | ) | $ | (63,027 | ) | |||||||||||||||
Settlement of Series C Convertible Preferred shares tranche liability |
6,021,859 | 37,889 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of series D Convertible Preferred shares, net of issuance costs of $84 |
11,097,399 | 61,174 | — | — | — | — | — | — | ||||||||||||||||||||||||
Capital contribution in connection with Preferred share tranche right amendment (Note 6) |
— | — | — | — | 307 | — | — | 307 | ||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 5,393 | — | — | 5,393 | ||||||||||||||||||||||||
Exercise of Common share options and vested restricted Common shares granted to employees |
— | — | 1,209,652 | * | 469 | — | — | 469 | ||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | (38,698 | ) | (38,698 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of September 30, 2021 (unaudited) |
60,810,406 | $ | 208,202 | 10,580,178 | $ | 1 | $ | 8,484 | $ | (1,175 | ) | $ | (102,866 | ) | $ | (95,556 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of January 1, 2020 (audited) |
36,103,221 | $ | 83,295 | 8,472,281 | $ | 1 | $ | (447 | ) | $ | — | $ | (36,988 | ) | $ | (37,434 | ) | |||||||||||||||
— | — | — | — | — | — | |||||||||||||||||||||||||||
Issuance of Series B-1 Convertible Preferred shares in connection with settlement of Preferred shares tranche liability |
1,566,068 | 5,334 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of Series C convertible preferred shares, net of issuance costs of $90 and settlement of preferred shares tranche rights |
5,767,432 | 19,510 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of preferred share tranche rights |
— | — | — | — | 743 | — | — | 743 | ||||||||||||||||||||||||
Share based compensation |
— | — | — | — | 1,360 | — | — | 1,360 | ||||||||||||||||||||||||
Buyback of shares from former founder |
— | — | — | — | — | (1,175 | ) | — | (1,175 | ) | ||||||||||||||||||||||
Exercise of Common share options |
— | — | 324,715 | * | 263 | — | — | 263 | ||||||||||||||||||||||||
Vesting of restricted Common shares |
— | — | 565,624 | * | — | — | — | — | ||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | (17,178 | ) | (17,178 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of September 30, 2020 (unaudited) |
43,436,721 | $ | 108,139 | 9,362,620 | $ | 1 | $ | 1,919 | $ | (1,175 | ) | $ | (54,166 | ) | $ | (53,421 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Represents less than $1. |
Nine months ended September 30, |
||||||||
2021 |
2020 |
|||||||
Unaudited |
||||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (38,698 | ) | $ | (17,178 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
653 | 95 | ||||||
Share-based compensation |
5,393 | 1,360 | ||||||
Non-cash tax benefit |
(2,071 | ) | — | |||||
Change in fair value of preferred shares tranche liability |
8,801 | (236 | ) | |||||
Change in fair value of warrant liability |
(5,537 | ) | — | |||||
Change in fair value of convertible notes |
767 | — | ||||||
Change in fair value of marketable securities |
(12 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Increase in trade receivables, net |
(335 | ) | (893 | ) | ||||
Increase in inventory |
(964 | ) | — | |||||
Decrease in prepaid expenses and other current assets |
24 | 264 | ||||||
Increase in costs to obtain a contract |
(288 | ) | (266 | ) | ||||
Increase (decrease) in accounts payable |
673 | (40 | ) | |||||
Increase in deferred revenue |
655 | 586 | ||||||
Increase (decrease) in other accounts payable and accrued expenses |
889 | (1,564 | ) | |||||
|
|
|
|
|||||
Net cash used in operating activities |
(30,050 | ) | (17,872 | ) | ||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Decrease in restricted cash |
— | 196 | ||||||
Acquisition of business, net of cash acquired |
(11,289 | ) | — | |||||
Decrease (increase) in long-term restricted cash |
(222 | ) | 100 | |||||
Purchase of marketable securities |
(78,143 | ) | (3,527 | ) | ||||
Purchase of property and equipment |
(1,558 | ) | (104 | ) | ||||
Purchase of non-marketable securities |
(850 | ) | (400 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(92,062 | ) | (3,735 | ) | ||||
|
|
|
|
Nine months ended September 30, |
||||||||
2021 |
2020 |
|||||||
Unaudited |
||||||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of series B-1 Convertible Preferred shares and Preferred shares tranche liability, net of issuance costs |
— | 6,134 | ||||||
Proceeds from settlement of series C Convertible Preferred shares tranche liability |
23,669 | 22,577 | ||||||
Proceeds from issuance of series D Convertible Preferred shares, Preferred shares tranche liability and warrant liabilities net, of issuance costs of $84 |
69,500 | 263 | ||||||
Proceeds from exercise of common share options |
469 | — | ||||||
Purchase of treasury shares |
— | (1,175 | ) | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
93,638 | 27,799 | ||||||
|
|
|
|
|||||
Increase (decrease) in in cash and cash equivalents |
(28,474 | ) | 6,192 | |||||
Cash and cash equivalents at the beginning of the period |
52,713 | 48,123 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at the at end of the period |
$ | 24,239 | $ | 54,315 | ||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information: |
||||||||
Cash received for interest |
$ | 479 | $ | 360 | ||||
|
|
|
|
|||||
Cash paid for income taxes |
$ | 57 | $ | 97 | ||||
|
|
|
|
|||||
Supplemental disclosures of non-cash investing and financing activities: |
||||||||
Capital contribution in connection with Preferred share tranche right amendment |
$ | 307 | $ | — | ||||
|
|
|
|
a. | The Tomorrow Companies Inc. (formerly ClimaCell Inc.) (the “Company”) was incorporated on November 12, 2015 as a Delaware corporation. Since its establishment, the Company provides real time weather forecasting software as a service to its global customers. |
b. | The Company has the following wholly owned subsidiaries: |
a. | Basis of presentation and consolidation: |
b. | Use of estimates: |
c. | Recently issued and recently adopted accounting principles: |
1. | In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350). This standard eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2022 with early adoption permitted. This guidance must be applied on a prospective basis. The Company adopted the standard beginning January 1, 2021. The standard did not have a material impact on the interim consolidated financial statements. |
2. | In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023 with early adoption permitted. The Company adopted the standard beginning January 1, 2021. The adoption did not have a material impact on the interim consolidated financial statements. |
3. | In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this ASU require acquiring entities to apply Topic 606 to recognize and measure |
contract assets and liabilities in a business combination. This update is intended to improve comparability after the business combination by providing consistent recognition and measurement of acquired revenue contracts and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for annual periods beginning after December 15, 2022 and interim periods within those annual periods, with early adoption permitted. The amendments in this ASU should be applied prospectively. The Company is currently evaluating the effect of this update on its consolidated financial statements. |
d. | Inventory: |
e. | Business combination: |
f. | Goodwill: |
g. | Concentrations of credit risk: |
h. | Marketable securities: |
i. | Costs to obtain a contract: |
Nine months ended September 30, |
||||||||
2021 |
2020 |
|||||||
Unaudited |
||||||||
Beginning balance |
$ | 830 | $ | 335 | ||||
Additions |
625 | 395 | ||||||
Amortization |
(337 | ) | (129 | ) | ||||
|
|
|
|
|||||
Costs to obtain a contract |
$ | 1,118 | $ | 601 | ||||
|
|
|
|
j. | Deferred revenue and remaining performance obligations: |
k. | Convertible Preferred shares warrants: |
l. | Revenue recognition: |
m. | Property and equipment, net |
Amount |
||||
Unaudited |
||||
Intangible assets |
$ | 7,615 | ||
Goodwill |
4,429 | |||
Deferred tax liability |
(2,071 | ) | ||
Net assets acquired |
1,513 | |||
|
|
|||
Total purchase consideration |
$ | 11,486 | ||
|
|
Fair Value |
Weighted average estimated useful life (in years) |
|||||||
Unaudited |
||||||||
Core technology |
$ | 5,860 | 8 | |||||
Customer relationships |
1,237 | 6 | ||||||
Trade name |
518 | 9 | ||||||
|
|
|||||||
Total identifiable intangible assets |
$ | 7,615 | ||||||
|
|
Nine months ended September 30, |
||||||||
2021 |
2020 |
|||||||
Unaudited |
||||||||
Pro forma total revenue |
$ | 1,594 | 1,983 | |||||
Pro forma net income (loss) |
(44 | ) | (81 | ) |
September 30, 2021 (unaudited) |
||||||||||||||||
Fair value |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Financial assets: |
||||||||||||||||
Money market funds included in cash and cash equivalents |
$ | 6,812 | $ | 6,812 | $ | — | $ | — | ||||||||
Short-term marketable securities |
75,650 | — | 75,650 | — | ||||||||||||
Long -term marketable securities |
2,505 | — | 2,505 | — | ||||||||||||
Convertible notes |
389 | — | — | 389 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Warrants liability |
$ | 3,439 | $ | — | $ | — | $ | 3,439 |
December 31, 2020 (audited) |
||||||||||||||||
Fair value |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Financial assets: |
||||||||||||||||
Money market funds included in cash and cash equivalents |
$ | 42,940 | $ | 42,940 | $ | — | $ | — | ||||||||
Convertible notes |
306 | — | — | 306 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Preferred shares tranche rights liability |
$ | 6,376 | $ | — | $ | — | $ | 6,376 |
December 31, 2020 |
March 21, 2021 |
April 15, 2021 |
July 21, 2021 |
|||||||||||||
Audited |
Unaudited |
|||||||||||||||
Expected fair value of Preferred share C price |
$ | 6.75 | $ | 5.35 | $ | 5.35 | $ | 7.50 | ||||||||
Probability to exercise |
40 | % | 100 | % | 100 | % | 100 | % | ||||||||
Time to liquidity (years) |
0.57 | — | — | — | ||||||||||||
Underlying asset volatility |
55 | % | — | — | — | |||||||||||
Discount rate |
0.09 | % | 0.01 | % | 0.02 | % | 0.04 | % |
March 15, 2021 |
April 12, 2021 |
|||||||
Unaudited |
||||||||
Expected fair value of Preferred share D price |
$ | 7.47 | $ | 7.18 | ||||
Probability to exercise |
45.0 | % | 100 | % | ||||
Time to liquidity (years) |
0.08 | 0.00 | ||||||
Underlying asset volatility |
51 | % | — | |||||
Discount rate |
0.02 | % | 0.02 | % |
March 21, 2021 |
July 23, 2021 |
|||||||
Unaudited |
||||||||
Spot price |
$ | 5.35 | $ | 7.50 | ||||
Forward price |
3.93 | 3.93 | ||||||
Time to liquidity (years) |
0.36 | — | ||||||
Risk free rate |
0.02 | % | 0.05 | % |
September 30, 2021 |
December 31, 2020 |
|||||||
Unaudited |
Audited |
|||||||
Discount rate |
30 | % | 30 | % | ||||
Risk free rate |
0.04 | % | 0.1 | % | ||||
Volatility |
85 | % | 89.2 | % |
September 30, 2021 | ||
Unaudited | ||
Discount rate |
25% | |
Risk free rate |
0.09%-0.63% | |
Volatility |
60% |
Investment in convertible notes (other assets) |
||||
Unaudited |
||||
Balance as of January 1, 2020 (audited) |
$ | — | ||
Investment in convertible notes |
299 | |||
Change in fair value |
7 | |||
|
|
|||
Balance as of December 31, 2020 (audited) |
306 | |||
Investment in convertible notes |
850 | |||
Change in fair value |
(767 | ) | ||
|
|
|||
Balance as of September 30, 2021 (unaudited) |
$ | 389 | ||
|
|
Preferred shares tranche rights liability |
||||
Unaudited |
||||
Balance as of January 1, 2020 (audited) |
$ | 439 | ||
Issuance of Preferred shares tranche rights |
898 | |||
Settlement of Preferred shares tranche rights |
2,226 | |||
Change in fair value |
2,813 | |||
|
|
|||
Balance as of December 31, 2020 (audited) |
6,376 | |||
Issuance of Preferred shares tranche rights |
802 | |||
Settlement of Preferred shares tranche rights |
(15,672 | ) | ||
Change in fair value |
8,801 | |||
Capital contribution in connection with Preferred share tranche right amendment |
(307 | ) | ||
|
|
|||
Balance as of September 30, 2021 (unaudited) |
$ | — | ||
|
|
Warrants liability |
||||
Unaudited |
||||
Balance as of January 1, 2021 (audited) |
$ | — | ||
Issuance of warrants |
8,976 | |||
Change in fair value |
(5,537 | ) | ||
|
|
|||
Balance as of September 30, 2021 (unaudited) |
$ | 3,439 | ||
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
Unaudited |
Audited |
|||||||
Trade receivables (*) (net of allowance of $353 and $198 at September 30, 2021 (unaudited) and December 31, 2020, respectively) |
$ | 3,256 | $ | 2,413 | ||||
Deferred revenues |
$ | 2,695 | $ | 1,990 |
*) | Including unbilled receivables of $927 and $389 as of September 30, 2021(unaudited) and December 31, 2020, respectively. |
September 30, 2021 |
December 31, 2020 |
|||||||
Unaudited |
Audited |
|||||||
Radar equipment |
$ | 467 | $ | — | ||||
Computers and software |
610 | 390 | ||||||
Electronic equipment |
59 | 55 | ||||||
Leasehold improvements |
213 | 59 | ||||||
Office furniture and fixtures |
62 | 36 | ||||||
|
|
|
|
|||||
1411 | 540 | |||||||
Less — accumulated depreciation |
(561 | ) | (274 | ) | ||||
|
|
|
|
|||||
850 | 266 | |||||||
Construction in progress (satellites) |
1,301 | — | ||||||
|
|
|
|
|||||
Total Property and equipment, net |
$ | 2,151 | $ | 266 | ||||
|
|
|
|
September 30, 2021 (unaudited) |
||||||||||||||||||||
Shares authorized |
Original issue price |
Shares Issued and outstanding |
Carrying value |
Liquidation preference |
||||||||||||||||
Series Seed |
3,599,811 | $ | 0.3847 | 3,599,811 | $ | 1,443 | $ | 1,385 | ||||||||||||
Series A |
3,188,400 | $ | 1.0977 | 3,188,400 | 3,459 | 3,500 | ||||||||||||||
Series A-1 |
9,342,176 | $ | 1.7670 | 9,342,176 | 16,413 | 16,507 | ||||||||||||||
Series B |
16,576,600 | $ | 3.0163 | 16,576,600 | 49,867 | 50,000 | ||||||||||||||
Series B-1 |
4,962,302 | $ | 3.9161 | 4,962,302 | 17,447 | 19,432 | ||||||||||||||
Series C |
12,043,718 | $ | 3.9304 | 12,043,718 | 58,399 | 47,337 | ||||||||||||||
Series D |
15,378,072 | $ | 6.2703 | 11,097,399 | 61,174 | 69,584 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
65,091,079 | 60,810,406 | $ | 208,202 | $ | 207,785 | |||||||||||||||
|
|
|
|
|
|
|
|
December 31, 2020 (audited) |
||||||||||||||||||||
Shares authorized |
Original issue price |
Shares Issued and outstanding |
Carrying value |
Liquidation preference |
||||||||||||||||
Series Seed |
3,599,811 | $ | 0.3847 | 3,599,811 | $ | 1,443 | $ | 1,385 | ||||||||||||
Series A |
3,188,400 | $ | 1.0977 | 3,188,400 | 3,459 | 3,500 | ||||||||||||||
Series A-1 |
9,342,176 | $ | 1.7670 | 9,342,176 | 16,413 | 16,507 | ||||||||||||||
Series B |
16,576,600 | $ | 3.0163 | 16,576,600 | 49,867 | 50,000 | ||||||||||||||
Series B-1 |
4,962,302 | $ | 3.9161 | 4,962,302 | 17,447 | 19,432 | ||||||||||||||
Series C |
12,043,718 | $ | 3.9304 | 6,021,859 | 20,510 | 23,690 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
49,713,007 | 43,691,148 | $ | 109,139 | $ | 114,514 | |||||||||||||||
|
|
|
|
|
|
|
|
a. | Common shares: |
b. | Restricted shares: |
c. | Share option plan: |
Number of options |
Weighted average exercise price (per share) |
Weighted average remaining contractual life (years) |
Aggregate intrinsic value |
|||||||||||||
Unaudited |
||||||||||||||||
Outstanding at December 31, 2020 (audited) |
10,852,458 | $ | 0.82 | 8.75 | $ | 6,389 | ||||||||||
Granted |
3,756,908 | 3.88 | ||||||||||||||
Exercised |
496,413 | 0.95 | ||||||||||||||
Cancelled |
(676,068 | ) | 1.11 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding at September 30, 2021 (unaudited) |
13,436,885 | 1.66 | 8.45 | $ | 25,967 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable at September 30, 2021 (unaudited) |
4,841,862 | 0.74 | 7.58 | $ | 11,900 | |||||||||||
|
|
|
|
|
|
|
|
Nine months ended September 30, |
||||||||
2021 |
2020 |
|||||||
Unaudited |
||||||||
Cost of revenues |
$ | 16 | $ | 5 | ||||
Research and development |
640 | 302 | ||||||
Sales and marketing |
776 | 482 | ||||||
General and administrative |
838 | 571 | ||||||
|
|
|
|
|||||
Total share-based compensation expense |
$ | 2,269 | $ | 1,360 | ||||
|
|
|
|
Amount of options |
Weighted average grant- date fair value |
|||||||
Unaudited |
||||||||
Unvested at January 1, 2021 (audited) |
— | $ | — | |||||
Granted |
1,834,044 | 4.31 | ||||||
Unvested |
1,120,805 | 4.31 |
As of September 30, 2021 |
||||
Unaudited |
||||
Q4 2021 |
$ | 357 | ||
2022 |
1,644 | |||
2023 |
1,669 | |||
2024 |
1,485 | |||
2025 and thereafter |
1,367 | |||
|
|
|||
Total lease payments |
$ | 6,522 | ||
|
|
As of September 30, 2021 |
||||
Unaudited |
||||
Q4 2021 |
$ | 186 | ||
2022 |
628 | |||
2023 |
642 | |||
2024 |
655 | |||
2025 and thereafter |
669 | |||
|
|
|||
Total sub-lease payments |
$ | 2,780 | ||
|
|
Nine months ended September 30, |
||||||||
2021 |
2020 |
|||||||
Unaudited |
||||||||
Basic and diluted net loss per Common share computation: |
||||||||
Numerator: |
||||||||
Net loss attributable to Common shareholders |
$ | (38,698 | ) | $ | (17,178 | ) | ||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted average Common shares outstanding |
9,630,241 | 9,161,611 | ||||||
|
|
|
|
|||||
Net loss per common share – basic and diluted |
$ | (4.02 | ) | $ | (1.87 | ) | ||
|
|
|
|
Nine months ended September 30, |
||||||||
2021 |
2020 |
|||||||
Unaudited |
||||||||
Convertible Preferred shares |
53,787,090 | 38,027,618 | ||||||
Outstanding share options |
13,011,702 | 8,890,910 | ||||||
Restricted shares |
— | 35,223 | ||||||
Warrants |
3,038,558 | — | ||||||
|
|
|
|
|||||
Total |
69,837,351 | 46,953,751 | ||||||
|
|
|
|
Nine months ended September 30, |
||||||||
2021 |
2020 |
|||||||
Unaudited |
||||||||
United States |
$ | 4,800 | $ | 3,141 | ||||
Rest of world |
$ | 1,848 | $ | 818 | ||||
|
|
|
|
|||||
Total |
6,648 | 3,959 |
Kost Forer Gabbay & Kasierer 144 Menachem Begin Road, Building A Tel-Aviv 6492102, Israel |
Tel: +972-3-6232525 Fax: +972-3-5622555 ey.com |
As of December 31, |
||||||||||||
Note |
2020 |
2019 |
||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 52,713 | $ | 48,123 | ||||||||
Short-term bank deposits |
126 | 226 | ||||||||||
Trade receivables, net |
2,413 | 1,127 | ||||||||||
Prepaid expenses and other current assets |
661 | 443 | ||||||||||
|
|
|
|
|||||||||
Total current assets |
55,913 | 49,919 | ||||||||||
|
|
|
|
|||||||||
Non-current assets: |
||||||||||||
Long-term restricted cash |
21 | 261 | ||||||||||
Property and equipment, net |
5 | 266 | 270 | |||||||||
Costs to obtain a contract |
830 | 335 | ||||||||||
Other non-current assets |
10 | 306 | — | |||||||||
|
|
|
|
|||||||||
Total long-term assets |
1,423 | 866 | ||||||||||
|
|
|
|
|||||||||
Total assets |
$ | 57,336 | $ | 50,785 | ||||||||
|
|
|
|
|||||||||
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable |
$ | 831 | $ | 268 | ||||||||
Deferred revenue |
1,990 | 1,497 | ||||||||||
Other accounts payable and accrued expenses |
6 | 2,027 | 2,720 | |||||||||
Preferred shares tranche rights liability |
3 | 6,376 | 439 | |||||||||
|
|
|
|
|||||||||
Total liabilities |
11,224 | 4,924 | ||||||||||
|
|
|
|
|||||||||
COMMITMENTS AND CONTINGENCIES |
9 | |||||||||||
Convertible Preferred shares of $0.0001 par value — Authorized: |
||||||||||||
49,713,007 and 37,669,289 shares at December 31, 2020 and 2019, respectively; Issued and Outstanding: 43,691,148 and 36,103,221 shares at December 31, 2020 and 2019, respectively; aggregate liquidation preference of $114,514 and $87,692 as of December 31, 2020 and 2019, respectively |
7 | 109,139 | 83,295 | |||||||||
SHAREHOLDERS’ DEFICIT |
8 | |||||||||||
Common shares of $0.0001 par value — Authorized: 70,000,000 and 57,915,330 shares as of December 31, 2020 and 2019, respectively; Issued: |
||||||||||||
9,370,526 and 8,472,281 shares at December 31, 2020 and 2019, respectively; Outstanding: 8,570,525 and 8,472,281 shares at December 31, 2020 and 2019, respectively |
1 | 1 | ||||||||||
Treasury shares at cost (800,000 and 0 Common shares as of December 31, 2020 and 2019, respectively) |
(1,175 | ) | — | |||||||||
Additional paid-in capital |
2,315 | (447 | ) | |||||||||
Accumulated deficit |
(64,168 | ) | (36,988 | ) | ||||||||
|
|
|
|
|||||||||
Total shareholders’ deficit |
(63,027 | ) | (37,434 | ) | ||||||||
|
|
|
|
|||||||||
Total liabilities, convertible preferred shares and shareholders’ deficit |
57,336 | 50,785 | ||||||||||
|
|
|
|
Year ended December 31, |
||||||||||||
Note |
2020 |
2019 |
||||||||||
Revenue |
4 | $ | 5,969 | $ | 2,927 | |||||||
Cost of revenue |
2,351 | 1,614 | ||||||||||
|
|
|
|
|||||||||
Gross profit |
3,618 | 1,313 | ||||||||||
Operating expenses: |
||||||||||||
Research and development |
11,775 | 11,925 | ||||||||||
Sales and marketing |
10,054 | 9,306 | ||||||||||
General and administrative |
6,338 | 4,937 | ||||||||||
|
|
|
|
|||||||||
Total operating expenses |
28,167 | 26,168 | ||||||||||
|
|
|
|
|||||||||
Operating loss |
(24,549 | ) | (24,855 | ) | ||||||||
Tranche rights remeasurement expense (income), net |
10 | 2,813 | (177 | ) | ||||||||
Financing income, net |
(299 | ) | (1,068 | ) | ||||||||
|
|
|
|
|||||||||
Loss before income taxes |
(27,063 | ) | (23,610 | ) | ||||||||
Income tax expense |
12 | 117 | 252 | |||||||||
|
|
|
|
|||||||||
Net loss |
$ | (27,180 | ) | $ | (23,862 | ) | ||||||
|
|
|
|
|||||||||
Net loss per share attributable to common shareholders: |
||||||||||||
Basic and diluted net loss per common share |
11 | $ | (2.95 | ) | $ | (3.01 | ) | |||||
|
|
|
|
|||||||||
Weighted average number of common shares used in computing basic and diluted net loss per common share |
9,212,841 | 7,939,992 | ||||||||||
|
|
|
|
Convertible Preferred Shares |
Common Shares |
Additional Paid-in Capital |
Total Shareholders’ Deficit |
|||||||||||||||||||||||||||||||||
Number Shares |
Amount |
Number Shares |
Amount |
Treasury Shares |
Accumulated deficit |
|||||||||||||||||||||||||||||||
Balance as of January 1, 2019 |
32,706,987 | $ | 71,182 | 7,434,970 | $ | 1 | $ | (463 | ) | $ | — | $ | (13,126 | ) | $ | (13,588 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Issuance of Series B-1 convertible preferred shares, net of issuance costs of $571 |
2,502,489 | 8,613 | — | — | — | — | — | |||||||||||||||||||||||||||||
Extinguishment of ordinary shares |
893,745 | 3,500 | (893,745 | ) | — | (3,500 | ) | — | — | (3,500 | ) | |||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 3,393 | — | — | 3,393 | ||||||||||||||||||||||||||||
Exercise of common share options |
— | — | 234,187 | * | 123 | — | — | 123 | ||||||||||||||||||||||||||||
Vesting of restricted common shares |
— | — | 1,696,869 | * | — | — | — | — | ||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | (23,862 | ) | (23,862 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2019 |
36,103,221 | $ | 83,295 | 8,472,281 | $ | 1 | $ | (447 | ) | $ | — | (36,988 | ) | (37,434 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Issuance of Series C convertible preferred shares, net of issuance costs of $90 and settlement of preferred shares tranche rights |
6,021,859 | 20,510 | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Issuance of Series B-1 convertible preferred shares in connection with settlement of preferred shares tranche rights |
1,566,068 | 5,334 | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Issuance of preferred share tranche rights |
— | — | — | — | 743 | — | — | 743 | ||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 1,753 | — | — | 1,753 | ||||||||||||||||||||||||||||
Purchase of treasury shares |
— | — | — | — | — | (1,175 | ) | — | (1,175 | ) | ||||||||||||||||||||||||||
Exercise of common share options |
— | — | 332,621 | * | 266 | — | — | 266 | ||||||||||||||||||||||||||||
Vesting of restricted common shares |
— | — | 565,624 | * | — | — | — | — | ||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | (27,180 | ) | (27,180 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2020 |
43,691,148 | $ | 109,139 | 9,370,526 | $ | 1 | $ | 2,315 | $ | (1,175 | ) | $ | (64,168 | ) | $ | (63,027 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Represents an amount less than 1 |
Year ended December 31, |
||||||||
2020 |
2019 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net loss |
$ | (27,180 | ) | $ | (23,862 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
129 | 100 | ||||||
Share-based compensation |
1,753 | 3,393 | ||||||
Change in fair value of preferred shares tranche liability |
2,812 | (177 | ) | |||||
Change in fair value of convertible notes |
(7 | ) | — | |||||
Increase in trade receivables, net |
(1,286 | ) | (874 | ) | ||||
Increase in prepaid expenses and other current assets |
(117 | ) | (235 | ) | ||||
Increase in costs to obtain a contract |
(495 | ) | (335 | ) | ||||
Increase in accounts payable |
563 | 47 | ||||||
Increase in deferred revenue |
493 | 1,147 | ||||||
Increase (decrease) in other accounts payable and accrued expenses |
(693 | ) | 2,242 | |||||
|
|
|
|
|||||
Net cash used in operating activities |
(24,028 | ) | (18,554 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Decrease (increase) in short-term deposits |
100 | (221 | ) | |||||
Decrease in long-term restricted cash |
240 | 25 | ||||||
Purchase of non-marketable securities |
(400 | ) | — | |||||
Purchase of property and equipment |
(125 | ) | (191 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(185 | ) | (387 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Proceeds from issuance of Series B-1 convertible preferred shares and preferred shares tranche right, net of issuance costs |
6,134 | 9,229 | ||||||
Proceeds from issuance of Series C convertible preferred shares and preferred shares tranche right, net of issuance costs |
23,578 | — | ||||||
Proceeds from exercise of common share options |
266 | 123 | ||||||
Purchase of treasury shares |
(1,175 | ) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
28,803 | 9,352 | ||||||
|
|
|
|
|||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
4,590 | (9,589 | ) | |||||
CASH AND CASH EQUIVALENTS, at beginning of year |
48,123 | 57,712 | ||||||
|
|
|
|
|||||
CASH AND CASH EQUIVALENTS, at end of year |
$ | 52,713 | $ | 48,123 | ||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information: |
||||||||
Cash received for interest |
$ | 304 | $ | 1,128 | ||||
Cash paid for income taxes |
$ | 189 | $ | — | ||||
Supplemental disclosures of non-cash investing and financing activities: |
||||||||
Issuance of preferred shares tranche rights |
$ | 743 | $ | — |
a. | The Tomorrow Companies Inc. (formerly ClimaCell Inc.) (the “Company”) was incorporated on November 12, 2015 as a Delaware corporation. Since its establishment, the Company provides real time weather forecasting software as a service to its global customers. |
b. | The Company has the following wholly owned subsidiaries: |
a. | Basis of Presentation and Consolidation |
b. | Functional Currency |
c. | Use of Estimates |
d. | Cash, Cash Equivalents, Short-Term Deposits and Restricted Cash |
e. | Trade Receivables, net |
f. | Concentrations of Credit Risk |
g. | Property and Equipment, Net |
Computers | 3 years | |
Electronic equipment | 3 years | |
Leasehold improvements | Over the shorter of the term of the related lease | |
or the life of the asset | ||
Office furniture and equipment | 3 years |
h. | Impairment of Long-Lived Assets |
i. | Investment in non-marketable securities |
j. | Fair Value of Financial Instruments |
Level 1- | Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at measurement date. | |
Level 2- | Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | |
Level 3- | Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
k. | Revenue Recognition |
1. | Identification of the contract, or contracts, with a customer; |
2. | Identification of the performance obligations in the contract; |
3. | Determination of the transaction price; |
4. | Allocation of the transaction price to the performance obligations in the contract; and |
5. | Recognition of revenue when, or as, the performance obligations are satisfied. |
l. | Costs to Obtain a Contract |
Costs to obtain a contract | December 31, |
|||||||
2020 |
2019 |
|||||||
Beginning balance |
$ | 335 | $ | — | ||||
Additions |
735 | 401 | ||||||
Amortization |
(240 | ) | (66 | ) | ||||
|
|
|
|
|||||
Costs to obtain a contract |
$ | 830 | $ | 335 | ||||
|
|
|
|
m. | Deferred Revenue and Remaining Performance Obligations |
n. | Operating Leases |
o. | Cost of Revenue |
p. | Research and Development |
q. | Sales and Marketing |
r. | General and Administrative |
s. | Convertible Preferred Shares Tranche Rights |
t. | Share-Based Compensation |
u. | Net Loss per Common Share Attributable to Common Shareholders |
Year ended December 31, |
||||||||
2020 |
2019 |
|||||||
Convertible Preferred shares |
39,434,922 | 34,805,943 | ||||||
Outstanding share options |
10,576,794 | 5,829,448 | ||||||
Restricted shares |
26,345 | 966,983 | ||||||
|
|
|
|
|||||
Total |
50,038,061 | 41,602,374 |
v. | Income Taxes |
w. | Employee Benefit Plans |
x. | Recently Issued Accounting Standards, Adopted |
1. | In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). This new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, ASU 2014-09 provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. The standard also requires certain new disclosures. On January 1, 2019, the Company adopted the standard using the modified retrospective method of adoption to those contracts which were not completed by then. The impact of adopting ASC 606 on the Company’s revenue was not material. |
Balance as reported at December 31, 2019 |
Adjustments due to Topic 606 |
Amounts under Topic 605 |
||||||||||
Deferred contract costs |
$ | 335 | $ | 335 | $ | — | ||||||
Accumulated deficit |
(36,988 | ) | (335 | ) | (37,323 | ) |
Balance as reported at December 31, 2019 |
Adjustments due to Topic 606 |
Amounts under Topic 605 |
||||||||||
Sales and marketing |
$ | 9,306 | $ | 335 | $ | 9,641 | ||||||
Net loss |
(23,862 | ) | (335 | ) | (24,197 | ) |
2. | In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (ASC Topic 230) —Restricted Cash (“ASU 2016-18”). ASU 2016-18 clarifies amendments in the update applicable to all entities that have restricted cash or restricted cash equivalents that are required to be presented in the statement of cash flows under ASC Topic 230. The core principle of the update requires a statement of |
cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period end-of-period 2016-18 also requires cash purchases and sales of items commonly considered to be cash equivalents generally as part of the entity’s cash management activities rather than part of its operating, investing, and financing activities, and details of those transactions need not be reported in a statement of cash flows. The statement of cash flows presents the information in a manner that reconciles beginning and ending totals of cash and cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted this ASU retrospectively on January 1, 2019. |
3. | In June 2018 the FASB issued ASU 2018-07 “Improvement to Nonemployee Share-based Payment Accounting” to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. Under the guidance, the measurement of equity-classified nonemployee awards will be fixed at the grant date. The Company adopted ASU 2018-07 on January 1, 2019. The effect of the adoption for the year ended December 31, 2019 was immaterial. |
4. | In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (ASC 820). The amendments in this update remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. ASU 2018- 13 became effective for the Company on January 1, 2020 and did not have a significant impact on the Company’s consolidated financial statements. |
y. | Recently Issued Accounting Standards, Not Yet Adopted |
1. | In February 2016, the FASB issued ASU No. 2016-02, Leases, which would require lessees to recognize all leases on their balance sheets, whether operating or financing, while continuing to recognize the expenses on their income statements in a manner similar to current practice. The guidance states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which defers the effective date of ASU 2016-02 for non-public entities to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023. The Company is currently evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. |
2. | In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements. |
As of December 31, 2019 |
||||||||||||||||
Fair Value |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
(in thousands) |
||||||||||||||||
Financial Assets: |
||||||||||||||||
Bank deposits included in cash and cash equivalents |
$ | 40,697 | $ | — | $ | 40,697 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Financial Liabilities: |
||||||||||||||||
Preferred shares tranche rights liability |
$ | 439 | $ | — | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
As of December 31, 2020 |
||||||||||||||||
Fair Value |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
(in thousands) |
||||||||||||||||
Financial Assets: |
||||||||||||||||
Bank deposits included in cash and cash equivalents |
$ | 42,940 | $ | — | $ | 40,697 | $ | — | ||||||||
Investment in convertible notes (note 10) |
306 | — | — | 306 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Financial Liabilities: |
||||||||||||||||
Preferred shares tranche rights liability |
$ | 6,376 | $ | — | $ | — | $ | 6,376 | ||||||||
|
|
|
|
|
|
|
|
April 4, 2019 |
December 31, 2019 |
March 23, 2020 |
||||||||||
Expected future Preferred share B-1 price |
$ | 5.98 | $ | 5.51 | $ | 3.04 | ||||||
Probability to exercise |
40 | % | 47 | % | 100 | % | ||||||
Time to liquidity (years) |
3.13 | 2.39 | 1.24 | |||||||||
Underlying asset volatility |
51.65 | % | 35.89 | % | — | |||||||
Discount rate |
2.41 | % | 1.55 | % | 0.01 | % |
July 24, 2020 |
December 31, 2020 |
|||||||
Expected future Preferred share C price |
$ | 5.41 | $ | 6.75 | ||||
Probability to exercise |
39 | % | 40 | % | ||||
Time to liquidity (years) |
0.57 | 0.57 | ||||||
Underlying asset volatility |
47.68 | % | 55.09 | % | ||||
Discount rate |
0.16 | % | 0.09 | % |
April 1, 2020 |
May 15, 2020 |
|||||||
Spot price |
$ | 2.98 | $ | 2.92 | ||||
Forward price |
3.9161 | 3.9161 | ||||||
Time to liquidity (years) |
0.21 | 0 | ||||||
Risk free rate |
0.07 | % | 0 | % |
July 24, 2020 |
August 31, 2020 |
|||||||
Spot price |
$ | 3.36 | $ | 3.43 | ||||
Forward price |
3.9304 | 3.9304 | ||||||
Time to liquidity (years) |
0.1 | 0 | ||||||
Risk free rate |
0.1 | % | 0 | % |
September 25, 2020 |
December 31, 2020 |
|||||||
Discount rate |
30 | % | 30 | % | ||||
Risk free rate |
0.12 | % | 0.1 | % | ||||
Volatility |
96.2 | % | 89.2 | % |
Investment in Convertible Notes (other assets) |
||||
Balance as of December 31, 2019 |
$ | — | ||
Investment in convertible notes |
299 | |||
Change in fair value |
7 | |||
|
|
|||
Balance as of December 31, 2020 |
$ | 306 | ||
|
|
Preferred Shares Tranche Rights Liability |
||||
Balance as of January 1, 2019 |
— | |||
Issuance of preferred shares tranche rights |
$ | 616 | ||
Change in fair value |
(177 | ) | ||
|
|
|||
Balance as of December 31, 2019 |
$ | 439 | ||
|
|
|||
Issuance of preferred shares tranche rights |
898 | |||
Settlement of preferred shares tranche rights |
2,226 | |||
Change in fair value |
2,813 | |||
|
|
|||
Balance as of December 31, 2020 |
$ | 6,376 | ||
|
|
December 31, 2020 |
December 31, 2019 |
|||||||
$ | 2,024 | $ | 1,036 | |||||
Trade receivables, net (*) |
||||||||
Deferred revenues |
1,990 | 1,497 |
(*) | Including unbilled receivables of $389 and $91 as of December 31,2020 and 2019, respectively. |
December 31, |
||||||||
2020 |
2019 |
|||||||
Computers |
$ | 390 | $ | 319 | ||||
Electronic equipment |
55 | 55 | ||||||
Leasehold improvements |
59 | 7 | ||||||
Office furniture and equipment |
36 | 34 | ||||||
Less—accumulated depreciation |
(274 | ) | (145 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 266 | $ | 270 | ||||
|
|
|
|
December 31, |
||||||||
2020 |
2019 |
|||||||
Employees and payroll accruals |
$ | 697 | $ | 1,619 | ||||
Government authorities |
317 | 161 | ||||||
Accrued expenses and other liabilities |
886 | 498 | ||||||
Tax payable |
127 | 442 | ||||||
|
|
|
|
|||||
$ | 2,027 | $ | 2,720 | |||||
|
|
|
|
As of December 31, 2020 |
||||||||||||||||||||
Shares Authorized |
Original Issue Price |
Shares Issued and Outstanding |
Carrying Value |
Liquidation Preference |
||||||||||||||||
Series Seed |
3,599,811 | $ | 0.3847 | 3,599,811 | $ | 1,443 | $ | 1,385 | ||||||||||||
Series A |
3,188,400 | 1.0977 | 3,188,400 | 3,459 | 3,500 | |||||||||||||||
Series A-1 |
9,342,176 | 1.7670 | 9,342,176 | 16,413 | 16,507 | |||||||||||||||
Series B |
16,576,600 | 3.0163 | 16,576,600 | 49,867 | 50,000 | |||||||||||||||
Series B-1 |
4,962,302 | 3.9161 | 4,962,302 | 17,447 | 19,432 | |||||||||||||||
Series C |
12,043,718 | 3.9304 | 6,021,859 | 20,510 | 23,690 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
49,713,007 | 43,691,148 | $ | 109,139 | $ | 114,514 |
As of December 31, 2019 |
||||||||||||||||||||
Shares Authorized |
Original Issue Price |
Shares Issued and Outstanding |
Carrying Value |
Liquidation Preference |
||||||||||||||||
Series Seed |
3,599,811 | $ | 0.3847 | 3,599,811 | $ | 1,443 | $ | 1,385 | ||||||||||||
Series A |
3,188,400 | 1.0977 | 3,188,400 | 3,459 | 3,500 | |||||||||||||||
Series A-1 |
9,342,176 | 1.7670 | 9,342,176 | 16,413 | 16,507 | |||||||||||||||
Series B |
16,576,600 | 3.0163 | 16,576,600 | 49,867 | 50,000 | |||||||||||||||
Series B-1 |
3,396,234 | 3.9161 | 3,396,234 | 12,113 | 13,300 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
36,103,221 | 36,103,221 | $ | 83,295 | $ | 84,692 |
a. | Common shares: |
b. | Restricted shares: |
Shares |
||||
Non-vested at December 31, 2019 |
565,632 | |||
Vested |
565,632 | |||
|
|
|||
Non-vested at December 31, 2020 |
— | |||
|
|
c. | Share option plan: |
Number of options |
Weighted average exercise price (per share) |
Weighted average remaining contractual life (years) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding at January 1, 2020 |
6,390,970 | $ | 0.99 | 8.95 | $ | 3,087 | ||||||||||
Granted |
8,532,449 | 0.90 | ||||||||||||||
Exercised |
(332,621 | ) | 0.80 | |||||||||||||
Forfeited |
(3,738,340 | ) | 1.30 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding at December 31, 2020 |
10,852,458 | 0.82 | 8.75 | 6,389 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Vested and expected to vest at December 31, 2020 |
10,851,208 | 0.82 | 8.75 | 6,388 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable at December 31, 2020 |
2,926,315 | $ | 0.68 | 7.86 | $ | 2,155 | ||||||||||
|
|
|
|
|
|
|
|
Year ended December 31, |
||||||||
2020 |
2019 |
|||||||
Cost of revenues |
$ | 8 | $ | 6 | ||||
Research and development |
436 | 384 | ||||||
Sales and marketing |
733 | 1,783 | ||||||
General and administrative |
576 | 1,220 | ||||||
|
|
|
|
|||||
Total share-based compensation expense |
$ | 1,753 | $ | 3,393 | ||||
|
|
|
|
Year ended December 31, |
||||||||
2020 |
2019 |
|||||||
Risk-free interest rate |
0.39% - 1.5% |
1.5% - 2.6% | ||||||
Expected dividend yield |
— | — | ||||||
Expected volatility |
73% - 86% | 79%-82% |
||||||
Expected life |
6 years | 6 years | ||||||
Fair value of Common share |
$0.78 - 1.47 | $1.16 - 1.47 |
a. | Leases: |
2021 |
$ | 1,167 | ||
2022 |
1,149 | |||
2023 |
1,118 | |||
2024 and thereafter |
1,706 | |||
|
|
|||
Total lease payments |
$ | 5,140 | ||
|
|
b. | 2020 Legal Settlement: |
Year ended December 31, |
||||||||
2020 |
2019 |
|||||||
Basic and diluted net loss per common share computation: |
||||||||
Numerator: |
||||||||
Net loss attributable to common shareholders |
$ | 27,180 | $ | 23,862 | ||||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted average common shares outstanding |
9,212,841 | 7,939,992 | ||||||
|
|
|
|
|||||
Net loss per common share — basic and diluted |
$ | (2.95 | ) | $ | (3.01 | ) | ||
|
|
|
|
a. |
Taxes on income: |
b. | Loss before income taxes is comprised as follows: |
Year ended December 31 |
||||||||
2020 |
2019 |
|||||||
Domestic |
$ | (28,014 | ) | $ | (24,312 | ) | ||
Foreign |
951 | 702 | ||||||
|
|
|
|
|||||
$ | (27,063 | ) | $ | (23,610 | ) | |||
|
|
|
|
c. | Income taxes are comprised as follows: |
2020 |
U.S. |
Foreign |
Total |
|||||||||
Current |
$ | — | $ | 117 | $ | 117 | ||||||
Deferred |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Income tax expense |
$ | — | $ | 117 | $ | 117 | ||||||
|
|
|
|
|
|
2019 |
U.S. |
Foreign |
Total |
|||||||||
Current |
$ | 58 | $ | 194 | $ | 252 | ||||||
Deferred |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Income tax expense |
$ | 58 | $ | 194 | $ | 252 | ||||||
|
|
|
|
|
|
d. | A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31 is as follows: |
2020 |
2019 |
|||||||
Loss before income taxes |
$ | 27,063 | $ | 23,610 | ||||
Federal statutory income tax rate |
21.00 | % | 21.00 | % | ||||
|
|
|
|
|||||
Theoretical tax benefit |
(5,683 | ) | (4,958 | ) | ||||
|
|
|
|
|||||
State taxes, net of federal benefit |
(1,230 | ) | (1,436 | ) | ||||
Remeasurement of tranche rights liability |
591 | (37 | ) | |||||
Non-deductible expenses and other permanent differences |
526 | 315 | ||||||
Change in valuation allowance |
6,733 | 6,737 | ||||||
Research and development tax credit |
(650 | ) | (392 | ) | ||||
Tax expense at rate other than the U.S. statutory tax rate |
(25 | ) | 5 | |||||
Other |
(145 | ) | 18 | |||||
|
|
|
|
|||||
Income tax expense |
$ | 117 | $ | 252 | ||||
|
|
|
|
e. | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The approximate amount of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: |
Year ended December 31, |
||||||||
2020 |
2019 |
|||||||
Net operating losses |
$ | 15,534 | $ | 9,182 | ||||
Research and development tax credit |
1,178 | 529 | ||||||
Other temporary differences |
379 | 647 | ||||||
Valuation allowance |
(17,091 | ) | (10,358 | ) | ||||
|
|
|
|
|||||
Total deferred income tax assets |
— | — | ||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Israel |
$ | 158 | $ | 165 | ||||
United States |
108 | 105 | ||||||
|
|
|
|
|||||
Total property and equipment, net |
$ | 266 | $ | 270 | ||||
|
|
|
|
Year ended December 31, |
||||||||
2020 |
2019 |
|||||||
United States |
$ | 4,653 | $ | 2,476 | ||||
Rest of world |
1,316 | 451 | ||||||
|
|
|
|
|||||
$ | 5,969 | $ | 2,927 | |||||
|
|
|
|
a. | Convertible Notes — See Note 10 |
b. | 2021 Business Acquisition |
c. | Preferred Share Financing |
2021 $ |
||||
Assets |
||||
Current Assets |
||||
Cash |
544,910 | |||
Accounts receivable |
139,497 | |||
Inventories |
745,536 | |||
Prepaid expenses |
20,922 | |||
|
|
|||
Total Current Assets |
1,450,865 | |||
Noncurrent Assets |
||||
Property and equipment |
||||
Machinery and equipment |
454,248 | |||
Leasehold improvements |
140,463 | |||
Furniture and fixtures |
21,136 | |||
Other depreciable and amortizable assets |
12,572 | |||
Accumulated depreciation and amortization |
(125,330 | ) | ||
|
|
|||
Total Property and equipment |
503,089 | |||
Goodwill and intangible assets, net |
16,848 | |||
|
|
|||
Total Noncurrent Assets |
519,937 | |||
|
|
|||
Total Assets |
1,970,802 | |||
|
|
|||
Liabilities & Stockholders’ Equity |
||||
Liabilities |
||||
Current Liabilities |
||||
Accounts payable |
161,166 | |||
Accrued expenses |
36,845 | |||
Accrued payroll and related benefits |
432,295 | |||
Current maturities of long-term debt |
127,268 | |||
Deferred revenue |
646,082 | |||
|
|
|||
Total Current Liabilities |
1,403,656 | |||
Noncurrent Liabilities |
||||
Long-term debt, net of current maturities |
300,332 | |||
|
|
|||
Total Noncurrent Liabilities |
300,332 | |||
|
|
|||
Total Liabilities |
1,703,988 | |||
|
|
|||
Stockholders’ Equity |
266,814 | |||
|
|
|||
Total Liabilities & Stockholders’ Equity |
1,970,802 | |||
|
|
2021 $ |
||||
Revenues |
951,542 | |||
Cost of Revenues |
||||
Cost of goods |
||||
Cost of goods, labor and benefits |
301,111 | |||
Cost of goods, other direct costs |
154,107 | |||
|
|
|||
Total Cost of goods |
455,218 | |||
|
|
|||
Total Cost of Revenues |
455,218 | |||
|
|
|||
Gross Profit (Loss) |
496,324 | |||
|
|
|||
Operating Expenses |
||||
Selling, general and administrative |
554,209 | |||
Research and development |
8,685 | |||
Other operating (income) expense |
||||
Taxes other than income taxes |
584 | |||
|
|
|||
Total Operating Expenses |
563,478 | |||
|
|
|||
Operating Income (Loss) |
(67,154 | ) | ||
Other Income (Expense) |
73,060 | |||
|
|
|||
Income (Loss) Before Provision (Benefit) for Income Taxes |
5,906 | |||
Income tax expense (benefit) |
225 | |||
|
|
|||
Net Income (Loss) |
5,681 | |||
|
|
Common Stock $ |
Additional Paid- In Capital $ |
Retained Earnings (Accumulated Deficit) $ |
Total Stockholders’ Equity $ |
|||||||||||||
Balance at December 31, 2020 |
279 | — | 21,918 | 22,197 | ||||||||||||
Net income (loss) |
— | — | 5,681 | 5,681 | ||||||||||||
Issuance of 671 shares of common stock to directors |
671 | 238,265 | — | 238,936 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at March 31, 2021 |
950 | 238,265 | 27,599 | 266,814 | ||||||||||||
|
|
|
|
|
|
|
|
2021 $ |
||||
Cash Flows |
||||
Cash Flows From Operating Activities |
||||
Net income (loss) |
5,681 | |||
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) |
||||
Operating Activities |
||||
Depreciation and amortization |
25,086 | |||
(Increase) decrease in operating assets |
||||
Accounts receivable |
215,851 | |||
Inventories |
(122,224 | ) | ||
Prepaid expenses |
(8,730 | ) | ||
Increase (decrease) in operating liabilities |
||||
Accounts payable |
83,408 | |||
Accrued expenses |
(15,743 | ) | ||
Deferred revenue |
222,082 | |||
|
|
|||
Net Cash Provided by (Used in) Operating Activities |
405,411 | |||
|
|
|||
Cash Flows from Investing Activities |
||||
Purchase of property, plant, and equipment |
(78,804 | ) | ||
|
|
|||
Net Cash Provided by (Used in) Investing Activities |
(78,804 | ) | ||
|
|
|||
Cash Flows from Financing Activities |
||||
Repayment of line of credit |
(114,991 | ) | ||
PPP loan |
213,800 | |||
Repayment of related party debt |
(250,000 | ) | ||
Issuance of common stock |
238,936 | |||
|
|
|||
Net Cash Provided by (Used in) Financing Activities |
87,745 | |||
|
|
|||
Net Increase (Decrease) in Cash |
414,352 | |||
Cash, cash equivalents, and restricted cash at beginning of period |
130,558 | |||
|
|
|||
Cash, Cash Equivalents at End of Period |
544,910 | |||
|
|
|||
Supplemental Cash Flow Information |
||||
Cash Paid During the Year for |
||||
Interest |
869 | |||
Income taxes |
225 |
Software |
3 Years | |||
Equipment |
5 Years | |||
Furniture |
7 Years | |||
Leasehold improvements |
15 Years |
2021 | ||||
Note payable to SBA, note is unsecured, due in 24 monthly installments of $9,001 includes interest of 1% per annum beginning April 2021. The maturity date is April 2022. |
$ | 213,800 | ||
Note payable to SBA, note is unsecured, due in 60 monthly installments of $6,370 includes interest of 1% per annum beginning July 2021. The maturity date is July 2026. |
213,800 | |||
|
|
|||
427,600 | ||||
Less: Current Maturities |
(127,268 | ) | ||
|
|
|||
Long-term debt, net of current maturities |
$ | 300,332 | ||
|
|
Year ended: |
||||
2021 |
$ | 127,268 | ||
2022 |
149,553 | |||
2023 |
42,543 | |||
2024 |
42,970 | |||
2025 |
43,402 | |||
Thereafter |
21,864 | |||
|
|
|||
$ | 427,600 |
Year ended: |
||||
2021 |
$ | 93,404 | ||
2022 |
82,884 | |||
2023 |
84,754 | |||
2024 |
86,829 | |||
2025 |
56,180 | |||
Thereafter |
91,200 | |||
|
|
|||
$ | 495,251 |
2021 | ||||||||
At a point in time | Over time | |||||||
Sales — Products |
$ | 248,573 | — | |||||
Sales — R&D/Engineering |
637,896 | — | ||||||
Sales — Science |
65,073 | — |
Year ended: |
||||
2021 |
$ | 1,011 | ||
2022 |
1,011 | |||
2023 |
1,011 | |||
2024 |
1,011 | |||
2025 |
1,011 | |||
Thereafter |
12,045 | |||
|
|
|||
$ | 17,100 |
2021 $ |
||||
Selling, general and administrative |
||||
Salaries and wages, selling, general and administrative |
100,411 | |||
Employee benefits, selling, general and administrative |
29,763 | |||
Share based compensation |
238,265 | |||
Payroll taxes, selling, general and administrative |
36,959 | |||
Sales commissions and fees |
9 | |||
Advertising and promotion |
406 | |||
Utilities |
5,117 | |||
Rent |
34,259 | |||
Repairs and maintenance |
2,559 | |||
Legal and other professional fees and services |
4,800 | |||
Travel, meals and entertainment |
244 | |||
Insurance |
50,304 | |||
Office supplies |
9,214 | |||
Communications and information technology |
13,088 | |||
Depreciation, selling general and administrative |
24,833 | |||
Intangible amortization, selling general and administrative |
253 | |||
Other selling, general and administrative expense |
3,725 | |||
|
|
|||
Total Selling, General and Administrative Expense |
554,209 | |||
|
|
|
128 Union St, Suite 201 New Bedford, MA 02740 t: 508-997-5556 | f: 508-990-3918 www.jm.cpa | general@jm.cpa |
• | Exercise professional judgment and maintain professional skepticism throughout the audit. |
• | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
• | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Remote Sensing Solutions, Inc.’s internal control. Accordingly, no such opinion is expressed. |
• | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
• | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Remote Sensing Solutions, Inc.’s ability to continue as a going concern for a reasonable period of time. |
Current Assets |
||||
Cash and Cash Equivalents |
$ | 130,558 | ||
Accounts Receivable |
355,348 | |||
Prepaid Expenses |
12,192 | |||
Inventory |
623,312 | |||
|
|
|||
Total Current Assets |
1,121,410 | |||
|
|
|||
Property and Equipment |
||||
Leasehold Improvements and Fixtures |
140,463 | |||
Equipment |
409,152 | |||
Less: Accumulated Depreciation |
(100,496 | ) | ||
|
|
|||
Net Property and Equipment |
449,119 | |||
|
|
|||
Other Assets |
||||
Intangible Assets, Net |
17,100 | |||
|
|
|||
Total Assets |
$ | 1,587,629 | ||
|
|
Current Liabilities |
||||
Accounts Payable |
$ | 77,758 | ||
Accrued Expenses |
484,883 | |||
Deferred Revenue |
424,000 | |||
Related Party Notes |
250,000 | |||
Line of Credit |
114,991 | |||
Current Maturities of Long-Term Debt |
106,366 | |||
|
|
|||
Total Current Liabilities |
1,457,998 | |||
|
|
|||
Long-Term Liabilities |
||||
Long-Term Debt, Net of Current Maturities |
107,434 | |||
|
|
|||
Total Long-Term Liabilities |
107,434 | |||
|
|
|||
Total Liabilities |
1,565,432 | |||
Equity |
||||
Common Stock — No Par Value, 5,000 Authorized 1,579 Shares Issued and Outstanding |
279 | |||
Retained Earnings |
21,918 | |||
|
|
|||
Total Equity |
22,197 | |||
|
|
|||
Total Liabilities and Equity |
$ | 1,587,629 | ||
|
|
Revenues |
$ | 2,806,532 | ||
Cost of Revenues |
1,496,117 | |||
|
|
|||
Gross Profit |
1,310,415 | |||
General and Administrative Expenses |
1,303,135 | |||
|
|
|||
Income from Operations |
7,280 | |||
Other Income (Expense) |
||||
EIDL Grant |
10,000 | |||
Interest Expense |
(29,624 | ) | ||
Tax Expense |
(3,698 | ) | ||
|
|
|||
Total Other Income (Expense) |
(23,322 | ) | ||
|
|
|||
Net Income/(Loss) |
$ | (16,042 | ) | |
|
|
|||
Retained Earnings, Beginning of Year |
52,366 | |||
Distributions Paid |
(14,406 | ) | ||
|
|
|||
Retained Earnings, End of Year |
$ | 21,918 | ||
|
|
Cash Flow from Operating Activities |
||||
Net Income/(Loss) |
$ | (16,042 | ) | |
Adjustments To Reconcile Net Income to Net Cash Provided by Operations: |
||||
Depreciation and Amortization |
48,746 | |||
(Increase) Decrease in Operating Assets: |
||||
Accounts Receivable |
19,921 | |||
Prepaid Expenses |
(12,192 | ) | ||
Inventory |
(142,055 | ) | ||
Increase (Decrease) in Operating Liabilities: |
||||
Accounts Payable |
(141,493 | ) | ||
Accrued Expenses |
146,341 | |||
Deferred Revenue |
424,000 | |||
|
|
|||
Net Cash Provided by Operating Activities |
327,226 | |||
|
|
|||
Cash Flows from Investing Activities |
||||
Capital Expenditures |
(287,444 | ) | ||
|
|
|||
Net Cash (Used) by Investing Activities |
(287,444 | ) | ||
|
|
|||
Cash Flows Provided (Used) by Financing Activities |
||||
Repayments of Long-Term Debt |
(15,000 | ) | ||
Repayment of Line of Credit |
(135,000 | ) | ||
PPP Loan |
213,800 | |||
Distributions to Shareholders |
(14,406 | ) | ||
|
|
|||
Net Cash Provided by Financing Activities |
49,394 | |||
|
|
|||
Net Increase in Cash and Cash Equivalents |
89,176 | |||
Cash and Cash Equivalents, Beginning of Year |
41,382 | |||
|
|
|||
Cash and Cash Equivalents, End of Year |
$ | 130,558 | ||
|
|
|||
Supplemental Disclosures of Cash Flow Information: |
||||
Cash Paid During the Year for: |
||||
Interest |
$ | 29,624 | ||
|
|
|||
Income Taxes |
$ | 3,698 | ||
|
|
Equipment |
5 Years | |
Furniture |
7 Years | |
Leasehold improvements |
15 Years |
2020 | ||||
Note payable to shareholder, secured by company assets, due on demand, interest of 7% per annum beginning September 11, 2018. |
$ | 125,000 | ||
Note payable to shareholder, secured by company assets, due on demand, interest of 7% per annum beginning January 31, 2019. |
125,000 | |||
Note payable to SBA, note is unsecured, due in 24 monthly installments of $9,001 includes interest of 1% per annum beginning April 2021. The maturity date is April 2022. |
213,800 | |||
|
|
|||
463,800 | ||||
Less: Current Maturities |
(356,366 | ) | ||
|
|
|||
Long-term debt, net of current maturities |
$ | 107,434 | ||
|
|
Year ended December 31: |
||||
2021 |
$ | 356,366 | ||
2022 |
107,434 | |||
2023 |
— | |||
2024 |
— | |||
2025 |
— | |||
Thereafter |
— | |||
|
|
|||
$ | 463,800 |
Year ended December 31: |
||||
2021 |
$ | 93,404 | ||
2022 |
82,884 | |||
2023 |
84,754 | |||
2024 |
86,829 | |||
2025 |
56,180 | |||
Thereafter |
79,680 | |||
|
|
|||
$ | 483,731 |
2020 | ||||||||
At a point in time |
Over time | |||||||
Sales — Products |
$ | 802,910 | — | |||||
Sales — R&D/Engineering |
1,511,733 | — | ||||||
Sales — Science |
491,889 | — |
Labor |
$ | 951,496 | ||
Materials Costs |
309,435 | |||
Other |
235,186 | |||
|
|
|||
Total Costs of Revenues |
$ | 1,496,117 | ||
|
|
Payroll Expense |
$ | 637,875 | ||
Payroll Taxes |
99,382 | |||
Commissions |
20,200 | |||
Computer Expenses |
69,967 | |||
Depreciation and Amortization |
48,746 | |||
Facilities |
139,927 | |||
Fringe Benefits Other |
11,766 | |||
Insurance |
146,488 | |||
Other |
24,574 | |||
Retirement |
93,153 | |||
Sales and Marketing |
3,322 | |||
Supplies |
7,735 | |||
|
|
|||
Total General and Administrative Expenses |
$ | 1,303,135 | ||
|
|
Page |
||||||||
ARTICLE I DEFINITIONS |
A-2 | |||||||
1.1 |
Definitions | A-2 | ||||||
1.2 |
Construction | A-14 | ||||||
ARTICLE II MERGER |
A-15 | |||||||
2.1 |
Merger | A-15 | ||||||
2.2 |
Merger Effective Time | A-15 | ||||||
2.3 |
Effect of the Merger | A-15 | ||||||
2.4 |
U.S. Tax Treatment | A-15 | ||||||
2.5 |
Certificate of Incorporation and Bylaws | A-16 | ||||||
2.6 |
Closing; Effective Time | A-16 | ||||||
2.7 |
Post-Closing Board of Directors and Officers | A-16 | ||||||
2.8 |
Taking of Necessary Action; Further Action | A-16 | ||||||
2.9 |
No Further Ownership Rights in Company Securities | A-16 | ||||||
2.10 |
Appraisal Rights | A-17 | ||||||
ARTICLE III CONSIDERATION |
A-17 | |||||||
3.1 |
Conversion of Company Securities | A-17 | ||||||
3.2 |
No Fractional Shares | A-19 | ||||||
3.3 |
Withholding | A-19 | ||||||
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
A-19 | |||||||
4.1 |
Corporate Existence and Power | A-19 | ||||||
4.2 |
Authorization | A-19 | ||||||
4.3 |
Governmental Authorization | A-20 | ||||||
4.4 |
Non-Contravention |
A-20 | ||||||
4.5 |
Capitalization | A-21 | ||||||
4.6 |
Corporate Records | A-22 | ||||||
4.7 |
Subsidiaries | A-22 | ||||||
4.8 |
Consents | A-22 | ||||||
4.9 |
Financial Statements | A-23 | ||||||
4.10 |
Books and Records | A-23 | ||||||
4.11 |
Internal Accounting Controls | A-23 | ||||||
4.12 |
Absence of Certain Changes | A-24 | ||||||
4.13 |
Properties; Title to the Company’s Assets | A-24 | ||||||
4.14 |
Litigation | A-24 | ||||||
4.15 |
Contracts | A-24 | ||||||
4.16 |
Licenses and Permits | A-26 | ||||||
4.17 |
Compliance with Laws | A-26 | ||||||
4.18 |
Intellectual Property | A-27 | ||||||
4.19 |
Data Privacy | A-28 | ||||||
4.20 |
Employees; Employment Matters | A-29 | ||||||
4.21 |
Withholding | A-30 | ||||||
4.22 |
Employee Benefits | A-30 | ||||||
4.23 |
Real Property | A-31 | ||||||
4.24 |
Tax Matters | A-32 | ||||||
4.25 |
Environmental Laws | A-34 | ||||||
4.26 |
Finders’ Fees | A-34 | ||||||
4.27 |
Directors and Officers | A-34 | ||||||
4.28 |
Anti-Money Laundering Laws | A-34 | ||||||
4.29 |
Insurance | A-34 |
Page |
||||||||
4.30 |
Related Party Transactions | A-35 | ||||||
4.31 |
Customers and Suppliers | A-35 | ||||||
4.32 |
Government Contracts | A-35 | ||||||
4.33 |
Absence of Certain Business Practices | A-35 | ||||||
4.34 |
Specified Company Securityholders | A-36 | ||||||
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB |
A-36 | |||||||
5.1 |
Corporate Existence and Power | A-36 | ||||||
5.2 |
Corporate Authorization | A-36 | ||||||
5.3 |
Governmental Authorization | A-37 | ||||||
5.4 |
Non-Contravention |
A-37 | ||||||
5.5 |
Finders’ Fees | A-37 | ||||||
5.6 |
Issuance of Shares | A-37 | ||||||
5.7 |
Capitalization | A-37 | ||||||
5.8 |
Information Supplied | A-38 | ||||||
5.9 |
Trust Fund | A-38 | ||||||
5.10 |
Listing | A-39 | ||||||
5.11 |
Board Approval | A-39 | ||||||
5.12 |
Parent SEC Documents and Financial Statements | A-39 | ||||||
5.13 |
Business Activities | A-41 | ||||||
5.14 |
Absence of Certain Business Practices | A-41 | ||||||
5.15 |
Affiliate Transactions | A-42 | ||||||
5.16 |
Litigation | A-42 | ||||||
5.17 |
Expenses, Indebtedness and Other Liabilities | A-42 | ||||||
5.18 |
Tax Matters |
A-42 | ||||||
5.19 |
Investment Company Act; JOBS Act |
A-43 | ||||||
ARTICLE VI COVENANTS OF THE PARTIES PENDING CLOSING |
A-44 | |||||||
6.1 |
Conduct of the Business | A-44 | ||||||
6.2 |
Exclusivity | A-45 | ||||||
6.3 |
Access to Information | A-46 | ||||||
6.4 |
Notices of Certain Events | A-46 | ||||||
6.5 |
Cooperation with Form S-4/Proxy Statement; Other Filings |
A-47 | ||||||
6.6 |
Trust Account | A-49 | ||||||
6.7 |
Obligations of Merger Sub | A-49 | ||||||
6.8 |
Private Placement | A-49 | ||||||
6.9 |
Termination of Affiliate Transactions | A-50 | ||||||
6.10 |
CFIUS Filing | A-50 | ||||||
ARTICLE VII COVENANTS OF THE COMPANY |
A-50 | |||||||
7.1 |
Reporting; Compliance with Laws | A-50 | ||||||
7.2 |
Commercially Reasonable Efforts to Obtain Consents | A-51 | ||||||
7.3 |
Company’s Stockholders Approval | A-51 | ||||||
ARTICLE VIII COVENANTS OF ALL PARTIES HERETO |
A-51 | |||||||
8.1 |
Commercially Reasonable Efforts; Further Assurances; Governmental Consents | A-51 | ||||||
8.2 |
Confidentiality | A-52 | ||||||
8.3 |
Directors’ and Officers’ Indemnification and Liability Insurance | A-52 | ||||||
8.4 |
Nasdaq Listing | A-53 | ||||||
8.5 |
Certain Tax Matters | A-53 | ||||||
8.6 |
Equity Incentive Plan | A-53 |
Page |
||||||||
8.7 |
Closing Parent RSU Grant | A-54 | ||||||
8.8 |
Transaction Litigation | A-54 | ||||||
8.9 |
Amendment to Parent Bylaws. | A-54 | ||||||
ARTICLE IX CONDITIONS TO CLOSING |
A-54 | |||||||
9.1 |
Condition to the Obligations of the Parties | A-54 | ||||||
9.2 |
Conditions to Obligations of Parent and Merger Sub | A-55 | ||||||
9.3 |
Conditions to Obligations of the Company | A-56 | ||||||
ARTICLE X TERMINATION |
A-56 | |||||||
10.1 |
Termination Without Default | A-56 | ||||||
10.2 |
Termination Upon Default | A-57 | ||||||
10.3 |
Effect of Termination | A-57 | ||||||
ARTICLE XI MISCELLANEOUS |
A-58 | |||||||
11.1 |
Non-Survival of Representations, Warranties and Covenants |
A-58 | ||||||
11.2 |
Notices | A-58 | ||||||
11.3 |
Amendments; No Waivers; Remedies | A-59 | ||||||
11.4 |
Arm’s Length Bargaining; No Presumption Against Drafter | A-59 | ||||||
11.5 |
Publicity | A-59 | ||||||
11.6 |
Expenses | A-59 | ||||||
11.7 |
No Assignment or Delegation | A-59 | ||||||
11.8 |
Governing Law | A-59 | ||||||
11.9 |
Counterparts; Facsimile Signatures | A-60 | ||||||
11.10 |
Entire Agreement | A-60 | ||||||
11.11 |
Severability | A-60 | ||||||
11.12 |
Further Assurances | A-60 | ||||||
11.13 |
Third Party Beneficiaries | A-60 | ||||||
11.14 |
Waiver | A-60 | ||||||
11.15 |
Jurisdiction; Waiver of Jury Trial | A-61 | ||||||
11.16 |
Enforcement | A-61 | ||||||
11.17 |
Non-Recourse |
A-61 | ||||||
11.18 |
No Other Representations; No Reliance | A-61 |
Parent: | ||
PINE TECHNOLOGY ACQUISITION CORP. | ||
By: | /s/ Christopher Longo | |
Name: Christopher Longo | ||
Title: Chief Executive Officer | ||
Merger Sub: | ||
PINE TECHNOLOGY MERGER CORP. | ||
By: | /s/ Adam Karkowsky | |
Name: Adam Karkowsky | ||
Title: President | ||
Company: | ||
THE TOMORROW COMPANIES INC. | ||
By: | /s/ Shimon Elkabetz | |
Name: Shimon Elkabetz | ||
Title: Chief Executive Officer |
Pine Technology Acquisition Corp. | ||
By: | | |
Name: |
| |
Title: |
|
1. | reviewed a draft, dated December 5, 2021, of the Agreement; |
2. | reviewed certain publicly available business and financial information relating to Parent and the Company that we deemed to be relevant; |
3. | reviewed certain information relating to the historical, current and future operations, financial condition and prospects of the Company made available to us by the Company and Parent, including financial projections prepared by the management of the Company relating to the Company (the “Projections”); |
4. | spoken with certain members of the managements of Parent and the Company and certain of their respective representatives and advisors regarding the business, operations, financial condition and prospects of the Company, the Transaction and related matters; |
5. | compared the financial and operating performance of the Company with that of companies with publicly traded equity securities that we deemed to be relevant; and |
6. | conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate. |
§ | The annexes, schedules, and certain exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. PTAC hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Commission upon request. |
# | To be filed by amendment. |
* | Filed herewith. |
** | Previously filed. |
† | Indicates a management contract or compensatory plan. |
+ | Certain portions of this exhibit (indicated by “####”) have been redacted pursuant to Regulation S-K, Item 601(a)(6). |
(a) | The undersigned registrant hereby undertakes as follows: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | The undersigned registrant hereby undertakes as follows: That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(7) | The registrant hereby undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
(8) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(b) | The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(c) | The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
PINE TECHNOLOGY ACQUISITION CORP. | ||
By: | /s/ Christopher Longo | |
Christopher Longo | ||
Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Christopher Longo Christopher Longo |
Chief Executive Officer and Director (Principal Executive Officer) |
February 1, 2022 | ||
* Ciro M. DeFalco |
Chief Financial Officer (Principal Financial and Accounting Officer) |
February 1, 2022 | ||
* Adam Karkowsky |
Chairman |
February 1, 2022 | ||
* J. Eric Smith |
Director |
February 1, 2022 | ||
* Bradley Tusk |
Director |
February 1, 2022 | ||
* Nicolas D. Zerbib |
Director |
February 1, 2022 |
*By: | /s/ Christopher Longo | |
Christopher Longo | ||
Attorney-in-Fact |