The SPAC blamed “market conditions” for the breakup, but Tomorrow.io will be required to pay $1.5 million in termination fees, suggesting this may have been negotiated post the original business combination agreement. However, Pine Technology still has plenty of time to line up a second deal with its transaction deadline set for March 15, 2023.
This deal joins a wave of SPAC terminations as the asset class faces increasing headwinds. In the case of Tomorrow.io, its field of comparable listed SaaS peers has also declined considerably. Cloudflare (NYSE:NET) is down -35% since the deal’s December 7 announcement and MongoDB (NASDAQ:MDB) is -38%.
Investors in the $729 million transaction may have desired a re-strike in such conditions, which can be thorny to negotiate. Pine Technology is down 1.5% in the pre-market on the news.