Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Pine Island Acquisition Corp. (the "Company") historically classified a portion
of its shares of Class A common stock as permanent equity. On November 12, 2021,
the management and the audit committee of the Company's Board of Directors (the
"Audit Committee"), after consultation with Marcum LLP, concluded that, in
connection with the reclassification related to temporary equity and permanent
equity made in the historical financial statements, it is appropriate to amend
and restate (i) the Company's audited balance sheet as of November 19, 2020 that
was included in the Company's Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on November 25, 2020, (ii) the Company's previously
issued audited financial statements for the period ended December 31, 2020 and
for the period from August 21, 2020 (inception) through December 31, 2020, as
restated in the Company's Annual Report on Form 10-K/A filed with the SEC on
July 1, 2021, and (iii) the Company's previously issued unaudited condensed
financial statements as of March 31, 2021 and for the three months ended March
31, 2021 and the Company's previously issued unaudited condensed financial
statements as of June 30, 2021 and for the three and six months ended June 30,
2021 that were included in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021 and the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2021, respectively (collectively, the "Non-Reliance
Financial Statements"), filed with the SEC on July 1, 2021 and August 16, 2021,
respectively.
Considering such restatements, the Non-Reliance Financial Statements should no
longer be relied upon. The Company will include a restatement footnote in its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 to
reflect the adjustments for the reclassification related to temporary equity and
permanent equity with respect to the Non-Reliance Financial Statements. These
restatements will result in non-cash, non-operating financial statement
corrections and will have no impact on the Company's current or previously
reported cash position, operating expenses or total operating, investing or
financing cash flows.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP as the Company's independent registered public accounting firm.
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 U.S. Private Securities Litigation
Reform Act of 1995, as amended. Certain of these 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 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.
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