PIPP Pine Island Acquisition Corp

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 14, 2022, Pine Island Acquisition Corp. (the “Company”) issued an unsecured amended and restated promissory note (the “Note”) in the amount of up to $600,000 to Pine Island Sponsor LLC. Pine Island Sponsor LLC is the Company’s sponsor and is affiliated with Pine Island Capital Partners, which is a private equity firm of which John A. Thain, the Company’s Chairman of the Board, is a co-founder and is the Chairman of the Investment Committee, and Philip A. Cooper, the Chief Executive Officer and a director of the Company, is a co-founder and managing partner, and Charles G. Bridge, Jr., the Company’s Chief Financial Officer. The Company may request, from time to time, drawdowns under the Note to be used to fund the Company’s working capital requirements. As of April 15, 2022, the Company had $487,000 outstanding under the Note. The Note bears no interest and is repayable in full upon the earlier to occur of (i) November 19, 2022 and (ii) the date on which the Company consummates a business combination. The Company may prepay the principal balance under the Note at any time at its election and without penalty. The Note is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.