Pine Technology Acquisition Shares Move Higher On Earlier News Merger Partner Tomorrow.io To Go Public Through SPAC Merger

The Tomorrow Companies Inc. ("Tomorrow.io"), developer of a leading platform for global weather and climate security, and Pine Technology Acquisition Corp. (NASDAQ:PTOC, PTOCW, PTOCU))))), a special purpose acquisition company ("Pine Technology"), today announced they have entered into a definitive merger agreement that would result in Tomorrow.io becoming a public company. Upon closing of the business combination, the newly combined company will operate as Tomorrow.io and trade on Nasdaq under the symbol "TMW."

Tomorrow.io is a high-growth SaaS company backed by sophisticated technology with an ESG mission to significantly improve weather forecasting (Environmental), protect communities and save lives globally (Social) and enable countries, businesses and individuals to prepare for weather events and climate change (Governance).

In 2020, weather events caused losses of more than $100 billion in the United States. Spending on weather and climate services will reach an estimated $190 billion by 2030, up from an estimated $89 billion in 2020, based on actual and forecast compound annual growth rates (CAGR).

Tomorrow.io's mission is to help countries and businesses prepare for the business impact of weather by automating decision-making and enabling climate adaptation at scale. Its Weather and Climate Security Platform delivers operational weather insights for global customers across a broad range of industries, including aviation, energy, insurance, on-demand companies, professional sports and venues, and logistics, as well as government agencies around the world.

By leveraging the platform's proprietary weather intelligence—which uses machine learning to translate hyperlocal forecasts into actionable insights—users can proactively address weather- and climate-related challenges.

"Tomorrow.io was founded with the mission to improve global access to weather intelligence for all," said Shimon Elkabetz, Co-founder and CEO of Tomorrow.io. "Today, this mission is more important than ever against the backdrop of a changing climate. Every individual, business, and government is embracing climate adaptation and mitigation," he said. "This is exactly the solution that Tomorrow.io provides—a unique software offering that translates the weather forecast into insights for any industry, allowing customers to proactively prepare for the impact of incoming weather across their operations. We are thrilled to partner with Pine Technology to accelerate our product development and plans for a global satellite constellation."

To advance weather and climate forecasting on a global scale, Tomorrow.io is developing a first-of-its-kind constellation of radar-equipped satellites, with initial launches planned for late 2022. The satellites are expected to provide the first-ever global precipitation dataset updated hourly along with other critical weather and ocean parameters. Tomorrow.io believes this dramatic increase in monitoring capabilities will enable better forecasts everywhere, especially in data-sparse areas that currently lack reliable forecasts, yet are the most vulnerable to weather fluctuation and climate change.

Pine Technology brings decades of transaction execution expertise and valuable strategic counsel to Tomorrow.io.

"Shimon and the impressive Tomorrow.io leadership team have deep expertise in weather, radar technology, and decision support software," said Adam Karkowsky, Non-Executive Chairman of Pine Technology. "They have built a vertically integrated company that delivers exceptional value to their global commercial and government customers. Tomorrow.io is leading the way with its world-class weather forecasting operation and modern SaaS-based approach to meet the growing need for weather and climate security," he said. "With our experience supporting high-growth companies and our vast network of contacts that offer new customer opportunities, we believe we can help deliver long-term value for all stockholders."

Transaction Summary

The pro forma equity value of the combined company is approximately $1.2 billion, assuming no redemptions by Pine Technology stockholders. The transaction will provide up to $420 million of gross proceeds, before deducting transaction expenses and assuming no redemptions, including $75 million through a fully-committed PIPE at $10.00 per share. The PIPE includes commitments from institutional investors including funds managed by Koch Strategic Platforms, National Grid Partners, JetBlue Technology Ventures, SB Energy Corp., SoftBank Group's Japanese wholly-owned subsidiary, as well as Pine Technology's sponsor, Pine Technology Sponsor LLC.

The transaction, which has been approved by the Boards of Directors of Tomorrow.io and Pine Technology, is subject to approval by Pine Technology stockholders and other customary closing conditions, including the receipt of certain regulatory approvals and is expected to close in the first half of 2022.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Pine Technology with the Securities and Exchange Commission ("SEC") and will be available at www.sec.gov.