UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~October 1413, 2022

PINE ISLAND ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-39707		85-2640308
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2455 E. Sunrise Blvd. Suite 1205

Fort Lauderdale, FL

33304

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (954) 526-4865

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~On ~~disclosure~~October ~~contained~~13, in2022, Pine ~~Item~~Island 2Acquisition Corp.03 ~~hereof~~(the is“Company”) ~~incorporated~~issued a press release announcing that because the Company will not consummate an initial business combination within the time period required by ~~reference~~its Amended and Restated Certificate of Incorporation (the “Amended Charter”), the Company intends to dissolve and liquidate in ~~this~~accordance ~~Item~~with 1the provisions of the Amended Charter and will redeem all of the outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.0104.

~~Item~~As ~~2.03.~~of ~~Creation~~the close of abusiness on ~~Direct~~October ~~Financial~~28, ~~Obligation~~2022, orthe anPublic ~~Obligation~~Shares ~~under~~will anbe ~~Off-Balance~~deemed ~~Sheet~~cancelled ~~Arrangement~~and ofwill arepresent ~~Registrant~~only the right to receive the redemption amount.

OnIn ~~April~~order ~~14,~~to ~~2022,~~provide ~~Pine Island Acquisition Corp. (~~for the ~~“Company”) issued~~disbursement anof ~~unsecured~~funds ~~amended~~from ~~and~~the ~~restated~~trust ~~promissory~~account, ~~note (~~the ~~“Note”)~~Company inwill instruct the ~~amount~~trustee of upthe totrust ~~$600,000~~account to ~~Pine~~take ~~Island~~all ~~Sponsor~~necessary actions ~~LLC.~~to ~~Pine~~liquidate ~~Island~~the ~~Sponsor~~securities ~~LLC~~held isin the ~~Company’s~~trust ~~sponsor~~account. ~~and~~The isproceeds ~~affiliated~~of ~~with~~the ~~Pine~~trust ~~Island~~account ~~Capital~~will ~~Partners,~~be ~~which~~held isin a ~~private equity~~ non-interest bearing ~~firm~~account ofwhile ~~which~~awaiting ~~John~~disbursement A.to ~~Thain,~~ the ~~Company’s~~holders ~~Chairman~~ of the ~~Board,~~Public isShares. aRecord ~~co-founder~~holders ~~and~~will isreceive ~~the~~their pro ~~Chairman~~ rata portion of the ~~Investment~~proceeds ~~Committee, and Philip A. Cooper, the Chief Executive Officer and a director~~ of the ~~Company,~~trust isaccount aby ~~co-founder~~delivering ~~and~~their ~~managing~~Public ~~partner,~~Shares ~~and~~to ~~Charles~~Continental ~~G. Bridge,~~Stock ~~Jr.,~~Transfer & ~~the~~Trust Company~~’s Chief Financial Officer. The Company may request~~, ~~from time to time, drawdowns under~~ the ~~Note to be used to fund the~~ Company’s transfer ~~working capital requirements~~agent. Beneficial Asowners of ~~April~~Public ~~15,~~Shares ~~2022,~~held ~~the~~in ~~Company~~“street ~~had~~name,” ~~$487~~however,~~000~~ ~~outstanding~~will ~~under~~not ~~the~~need ~~Note.~~to ~~The Note~~take ~~bears~~any noaction ~~interest and is repayable~~ in order ~~full upon the earlier~~ to ~~occur~~receive ~~of (i) November 19, 2022 and (ii)~~ the ~~date~~redemption ~~on which the Company consummates a business combination~~amount. The ~~Company~~redemption ~~may~~of ~~prepay~~ the ~~principal~~Public ~~balance~~Shares ~~under the Note at any time at its election and without penalty. The Note~~ is ~~subject~~expected to ~~customary~~be ~~events~~completed ofwithin ~~default,~~ten ~~the~~business ~~occurrence~~days ofafter ~~which,~~October ~~in certain instances~~28, ~~would automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable~~2022.

The ~~foregoing~~Company’s ~~description~~sponsor has isagreed ~~qualified~~to inwaive its ~~entirety~~redemption byrights ~~reference~~ with respect to ~~the~~its ~~Note,~~outstanding aClass B ~~copy~~common ofstock ~~which~~issued isprior ~~attached~~to asthe ~~Exhibit~~Company’s initial 10public offering.1 ~~hereto~~There ~~and~~will isbe ~~incorporated~~no ~~herein~~redemption byrights ~~reference~~or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company expects that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. The Company anticipates that the Public Shares will cease trading as of the close of business on October 27, 2022.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
10.1	Promissory Note, dated April 14, 2022, issued by Pine Island Acquisition Corp. to Pine Island Sponsor LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d)	Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits

99.1		Press Release, dated October 13, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 15, 2022

	PINE ISLAND ACQUISITION CORP.

Dated: October 13, 2022	By:	/s/ Charles G. Bridge, Jr.
	Name:	Charles G. Bridge, Jr.
	Title:	Chief Financial Officer

PINE ISLAND ACQUISITION CORP. By: /s/ Charles G. Bridge, Jr. Name: Charles G. Bridge, Jr. Title: Chief Financial Officer

Filing Compare · Pine Island Acquisition Corp.