Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Acting Director of the Division of Corporation
Finance and Acting Chief Accountant of the Securities and Exchange Commission (the “SEC”) together issued a public statement
entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
(“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain terms and provisions
which are similar to those contained in the warrant agreement, dated as of November 16, 2020, between Pine Island Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant
Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) 7,279,600 redeemable warrants
(the “Public Warrants”) that were included in the units issued by the Company in its initial public offering (the “IPO”)
and (ii) the 4,245,173 redeemable warrants (together with the Public Warrants, the “Warrants”) that were issued to the Company’s
sponsor in a private placement that closed concurrently with the closing of the IPO, and determined to classify the Warrants as derivative
liabilities measured at fair value, with subsequent changes in fair value each period in reported earnings. While the Company has not
generated any operating revenues to date and will not generate any operating revenues until after completion of its initial business combination,
at the earliest, the change in fair value of the Warrants is a non-cash charge and will be reflected in the Company’s statement
of operations.
On June 23, 2021, the Company’s management and the audit committee
of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, the Company’s
previously issued audited financial statements as of December 31, 2020 and for the period from August 21, 2020 (inception) through December
31, 2020, as included in the Company’s Annual Report on Form 10-K filed with the SEC on April 5, 2021 (the “Annual Report”),
should be restated. Considering such restatement, such audited financial statements, should no longer be relied upon. As a result, the
Company will file an amendment to its Annual Report on Form 10-K as of December 31, 2020 to reclassify the
Warrants as liabilities. Additionally, the Company plans to reflect this reclassification of the Warrants in its Q1 2021 Form 10-Q.
Going forward, unless we amend the terms of the Warrant Agreement,
we expect to continue to classify the Warrants as liabilities, which would require us to incur the cost of measuring the fair value of
the Warrants, and which may have an adverse effect on our results of operations.
The Audit Committee and management have discussed
the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent accountant.
Cautionary Statements Regarding Forward-Looking
Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995,
as amended. Certain of such forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks” or other similar expressions. Such forward-looking statements may include, but are not limited to, statements regarding
the Company’s intent to restate certain historical financial statements and the timing and impact of such restatement. Such forward-looking
statements are based on current expectations as of the date of this Current Report on Form 8-K and involve a number of risks and uncertainties
that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking
statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.