Pine Tree Acquisition Corp.

Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.

Item 8.01. Other Events. On October 7, 2026, Pine Tree Acquisition Corp. (the “Company”), a Cayman Islands exempt company, consummated its initial public offering (the “IPO”) of 10,000,000 units (“Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one right (“Rights”), each Right entitling its holder to receive three-fourths (3/4) of one Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units at the IPO price to cover over-allotments, if any. Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) of 140,000 units (“Private Placement Units”), at a price of $10.00 per Private Placement Unit, generating total proceeds of $1,400,000. The Private Placement Units were purchased by Pine Tree Sponsor Group, LLC and North Penn, LLC, the Company’s sponsors (the “Sponsors”). The Private Placement Units are identical to the Units sold in the IPO, subject to certain exceptions. The Sponsors have agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Simultaneously with the consummation of the IPO, the Company also issued to Maxim Group LLC, the representative of the underwriters, 400,000 Ordinary Shares. As of October 7, 2026, a total of $100,000,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of October 7, 2026, reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO is included as Exhibit 99.2 to this Current Report on Form 8-K.