- Tomorrow.io’s proprietary Weather and Climate Security Platform
gives businesses, governments, and individuals tools to automate
decision making and enable climate adaptation at scale.
- Clients include Uber Technologies, Ford Motor Company, Delta
Airlines, JetBlue Airways, National Grid and the U.S. Air
Force.
- The transaction will fund growth and accelerate product
development for Tomorrow.io’s forecasting capabilities and planned
launch of radar-equipped satellites.
- Pro-forma equity value of the combined company is approximately
$1.2 billion.
- Tomorrow.io expects to receive up to $420 million in gross
transaction proceeds (assuming no redemptions).
- Transaction includes a $75 million fully-committed PIPE
anchored by institutional and strategic investors including 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., who are all investing in the PIPE at $10 per
share.
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.
Advisors
PJT Partners is acting as sole financial advisor, and Goodwin
Procter LLP is acting as legal counsel to Tomorrow.io. Moelis &
Company LLC is acting as sole financial advisor to Pine Technology.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
counsel to Pine Technology. Cantor Fitzgerald & Co. and Odeon
Capital Group are serving as capital markets advisors to Pine
Technology. Houlihan Lokey, Inc. and Richards, Layton & Finger
P.A. are advising the Board of Directors of Pine Technology.
Moelis & Company LLC and PJT Partners are acting as joint
placement agents with respect to the private placement. Sullivan
& Cromwell LLP is acting as placement agent counsel.
Investor Webcast Information
A webcast is available at pinetechnology.com where you can also
find the detailed investor presentation and press release.
About Pine Technology Acquisition Corp.:
Pine Technology Acquisition Corp. is a special purpose
acquisition company (SPAC) formed for the purpose of targeting one
or more businesses in the insurance-related technology (InsurTech)
sector for its initial business combination. Pine Technology is led
by CEO and Director Christopher Longo, the Founder and CEO of
tech-focused commercial insurance managing general agent and
brokerage, Novum Underwriting Partners, and the former CIO and COO
of AmTrust Financial Services, Inc. (AmTrust) and non-Executive
Chairman Adam Karkowsky, who currently serves as the President of
AmTrust. Pine Technology Acquisition Corp. was founded in December
2020 and its Units, Class A common stock and warrants are listed on
the Nasdaq under the symbols PTOCU, PTOC, and PTOCW,
respectively.
About Tomorrow.io:
Tomorrow.io is The World’s Weather and Climate Security
Platform, helping countries, businesses, and individuals manage
their weather and climate security challenges. Fully customizable
to any industry impacted by the weather, customers around the world
including Uber, Delta, Ford, National Grid, and more use
Tomorrow.io to dramatically improve operational efficiency.
Tomorrow.io was built from the ground up to help teams prepare for
the business impact of weather by automating decision-making and
enabling climate adaptation at scale. Headquartered in Boston, MA,
Tomorrow.io employs more than 170 people globally.
Forward-Looking Statements
This press release includes, and oral statement made from time
to time by representatives of Pine Technology and Tomorrow.io may
contain, statements that are not historical facts but are forward
looking statements for purposes of the safe harbor provisions under
applicable securities laws, including the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” ”could,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “target,” “goal,” “expect,” “should,” “would,” “plan,”
“predict,” “project,” “forecast,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding projections, estimates and
forecasts of revenue and other financial and performance metrics
and projections of market opportunity and expectations, the
expected cash proceeds from the transaction, the ability to
complete the business combination due to the failure to obtain
approval from Pine Technology’s stockholders or satisfy other
closing conditions in the business combination agreement, the
occurrence of any event that could give rise to the termination of
the business combination agreement, the ability to recognize the
anticipated benefits of the business combination, the amount of
redemption requests made by Pine Technology’s public stockholders,
the estimated implied equity value of the combined company,
Tomorrow.io’s ability to effectively compete in its industry,
Tomorrow.io’s ability to scale and grow its business, including the
timing of the planned satellite launches in late 2022, the cash
position of the combined company following closing and the timing
of the closing of the business combination. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. You should carefully consider the risks and
uncertainties described in Pine Technology’s final prospectus,
filed with the SEC on March 11, 2021 (the “Pine Technology Final
Prospectus”), and Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, in each case, under the heading “Risk
Factors,” and other documents of Pine Technology filed, or to be
filed, including the proxy statement/prospectus, with the SEC.
There may be additional risks that Pine Technology and Tomorrow.io
presently do not know or that they currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect Pine Technology’s and Tomorrow.io’s
expectations, plans or forecasts of future events and views as of
the date of this press release. Pine Technology and Tomorrow.io
anticipate that subsequent events and developments will cause their
assessments to change. However, while Pine Technology and
Tomorrow.io may elect to update these forward-looking statements at
some point in the future, Pine Technology and Tomorrow.io
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Pine Technology’s and Tomorrow.io’s assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Additional Information and Where to Find It
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the transaction and does not constitute an offer to
sell, buy or exchange or the solicitation of an offer to sell, buy
or exchange any securities or the solicitation of any vote or
approval in any jurisdiction, nor shall there be any sale,
purchase, or exchange of securities or solicitation of any vote or
approval in any jurisdiction in contravention of applicable
law.
In connection with the proposed transaction between Pine
Technology and Tomorrow.io, Pine Technology will file with the SEC
a registration statement on Form S-4 which will include Pine
Technology’s prospectus and proxy statement (the “Proxy
Statement/Prospectus”). Pine Technology plans to mail the
definitive Proxy Statement/Prospectus to its stockholders in
connection with the transaction once available. INVESTORS AND
SECURITYHOLDERS OF PINE TECHNOLOGY ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINE TECHNOLOGY,
TOMORROW.IO, THE TRANSACTION AND RELATED MATTERS. Investors and
security holders will be able to obtain free copies of the Proxy
Statement/Prospectus (when available) and other documents filed
with the SEC by Pine Technology through the website maintained by
the SEC at www.sec.gov. In addition, investors and security holders
will be able to obtain free copies of the documents filed with the
SEC by contacting Pine Technology or Tomorrow.io using the contact
information below.
Participants in the Solicitation
Pine Technology, Tomorrow.io and certain of their respective
directors, executive officers and employees may be considered to be
participants in the solicitation of proxies in connection with the
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
stockholders of Pine Technology in connection with the transaction,
including a description of their respective direct or indirect
interests, by security holdings or otherwise, will be included in
the Proxy Statement/Prospectus described above when it is filed
with the SEC. Additional information regarding Pine Technology’s
directors and executive officers can also be found in the Pine
Technology Final Prospectus. These documents are available free of
charge as described above.
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