Pine Tree Acquisition Corp.

The difference between the public offering price per unit and the NTBV per Class A ordinary share after this offering constitutes the dilution to investors in this offering. NTBV per share is determined by dividing our NTBV, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares that may be redeemed for cash), by the number of outstanding Class A ordinary shares.

For the purposes of the dilution calculation, in order to present the maximum estimated dilution as a result of this offering, (A) we have assumed that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, (iii) no working capital loans are converted into private placement units, as further described in this prospectus and (B) we have assumed the issuance of (i) 10,000,000 Class A ordinary shares offered in this offering (or 11,500,000 Class A ordinary shares if the over-allotment option is exercised in full), (ii) 4,040,541 Class A ordinary shares upon the conversion of the 4,040,541 founder shares (up to 527,027 of which are assumed to be forfeited in the scenario in which the over-allotment option is not exercised in full), (iii) 140,000 private placement units, (iv) 400,000 representative shares (460,000 if over-allotment option is exercised), (v) 1,000,000 Class A ordinary shares (up to 1,150,000 if the over-allotment option is exercised) upon the conversion of the rights and 14,000 Class A ordinary shares upon the conversion of the private placement units rights. The price per share in this offering will be deemed to be $9.09, which is determined by dividing the total proceeds of $100,000,000 from the sale of 10,000,000 units by the total number of Class A ordinary shares assumed to be outstanding upon the closing of 11,000,000, representing 10,000,000 Class A ordinary shares included in the units and 1,000,000 Class A ordinary shares issued upon conversion of the rights included in the public units. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares.

The following table illustrates, as of September 30, 2025, the difference between the public offering price per unit and our NTBV per share, as adjusted to give effect to this offering and assuming redemption of our public shares at varying levels and the full exercise and no exercise of the over-allotment option:

For each of the redemption scenarios above, the NTBV was calculated as follows:

For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’ over-allotment option) by $100,000,000 because holders of up to 100% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior to the commencement of our tender offer or stockholders meeting, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes), divided by the number of shares of ordinary shares sold in this offering.

The following table sets forth information with respect to our initial shareholders and the public shareholders:

In addition to the material probable transactions or sources of dilutions discussed above, we note that there are possible other sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the closing of the initial business combination may be uncertain, due to the uncertainty associated with the occurrence or the amount of securities that may be issued pursuant to such occurrence, including arising from: (i) any loans or additional investments from our sponsor, members of our management team or any of their affiliates or designees, including the issuing of working capital units or extension units, (ii) any ordinary shares, preferred shares or debt securities that may be issued to third parties pursuant to any equity financing or debt financing in connection with the initial business combination, (iii) any additional securities that might be issued as we may seek an initial business combination with a target company with an enterprise value greater than the net proceeds of the offering, or (iv) other source of issue of securities, such as the reservation and issuance of any securities under an employee incentive plan after completion of our initial business combination.