PIPP Pine Island Acquisition Corp

Item 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard.

On May 25, 2021, Pine Island Acquisition Corp. (the “Company”) received a non-compliance notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual relating to the Company’s delay in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) as it seeks to comply with recently issued guidance by the Securities and Exchange Commission (“SEC”) related to the accounting treatment of warrants. This notice from NYSE has no effect on the listing of the Company’s securities on the NYSE. Given the scope of the valuation process for calculating the fair value of the Warrant liabilities in accordance with the SEC Staff Statement described below, the Company is not in a position to file the Q1 2021 Form 10-Q until after the completion of this process. The Company continues to work diligently to complete the Q1 2021 Form 10-Q as soon as possible.

On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”), which clarified guidance for all SPACs regarding the accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the SEC Staff Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. The Company concluded that, based on the SEC Staff Statement, its warrants should be classified as liabilities measured at fair value, with subsequent changes in fair value recorded in the Company’s Statement of Operations each reporting period.

The NYSE informed the Company that, under NYSE rules, the Company will have six months from May 25, 2021 to file the Q1 2021 Form 10-Q with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Q1 2021 Form 10-Q. If the Company does not file the Q1 2021 Form 10-Q before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances.

On May 28, 2021, the Company issued a press release regarding receipt of the notice from the NYSE. The press release is attached hereto as Exhibit 99.1.

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.