Pear Therapeutics, Inc. executed the Letter of Intent to acquire Thimble Point Acquisition Corp. (NasdaqCM:THMA) from LJ10 LLC and others in a reverse merger transaction on April 14, 2021. Pear Therapeutics, Inc. entered into a definitive business combination agreement to acquire Thimble Point Acquisition Corp. in a reverse merger transaction on June 21, 2021. Under the terms of the transaction, each share of Pear Therapeutics' common stock issued and outstanding will be cancelled and converted into (x) the right to receive the per share upfront consideration and (y) the contingent right to receive earn out shares. Subject to certain exceptions, during the period between the date that is 90 days following the closing and the fifth anniversary of the closing, Thimble Point Acquisition will issue to eligible Pear Therapeutics stockholders up to 12,395,625 additional Thimble Point Acquisition Class A shares in the aggregate in three equal tranches of 4,131,875 earn out shares, respectively, upon Thimble Point Acquisition achieving $12.50, $15.00 or $17.50, respectively. In addition, each preferred stock issued and outstanding will be cancelled and converted into the right to receive per share consideration in respect of such number of Pear common shares, each option issued and outstanding will be cancelled in exchange for an option to purchase a number of THMA Class A shares and each warrant will be converted into a warrant to acquire a number of THMA Class A shares. All existing Pear equity holders will roll the entirety of their equity holdings into the Combined Company and are expected to hold approximately 72% of the issued and outstanding equity of the Combined Company immediately following the closing. Pursuant to the agreement, upon closing of the Business Combination, the combined company will be named Pear Holdings Corp. (the “Combined Company”) and will be led by Pear Therapeutics' current management team. The Combined Company's common stock is expected to be listed on Nasdaq under the new ticker symbol “PEAR.”

The Combined Company's Board of Directors will be initially comprised of seven directors, including four of Pear's current directors plus one director designated by Thimble Point Acquisition Corp. Jorge Gomez, current Chief Financial Officer of Dentsply Sirona and former Chief Financial Officer of Cardinal Health, will join Pear's Board of Directors and serve as Audit Committee Chair. Kirthiga Reddy and Alison Bauerlein are nominees to become directors of THMA. Subject to their election by THMA's stockholders, the nominees will join the board of the combined company immediately after the completion of the Business Combination along with Jorge Gomez, Zack Lynch, Nancy Schlichting, Andrew Schwab and Corey McCann.

The transaction will be subject to the satisfaction or waiver of certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period approval by under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Thimble Point's shareholders, approval of Pear Therapeutics' stockholders, registration statement / proxy statement having become effective, Thimble Point Acquisition having at least $5,000,001 of net tangible assets as of immediately after the effective time and satisfaction or the waiver of the closing conditions identified in the agreement. The transaction was unanimously approved by each of Thimble Point's Board of Directors and Pear's Board of Directors. The 30 day waiting period of Federal Trade Commission and Antitrust Division of the Department of Justice expired on August 5, 2021. As on October 27, 2021, Pear Therapeutics, Inc. and Thimble Point Acquisition Corp. announced that the U.S. Securities and Exchange Commission has declared effective Thimble Point's registration statement on Form S-4. Shareholder meeting of Thimble Point is scheduled to be held virtually on November 23, 2021. As of November 23, 2021, the stockholders approved the Stockholder Adjournment Proposal. As on November 14, 2021, the parties entered into a letter agreement providing for certain waivers, consents and additional agreements under the agreement, pursuant to which, among other things, Pear agreed to waive the minimum cash condition in connection with the merger. The transaction is expected to be completed in the second half of 2021.

BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as financial advisors and BTIG and Chardan are serving as co-advisors to Pear Therapeutics. Jocelyn M. Arel and Michael R. Patrone of Goodwin Procter LLP and Foley Hoag LLP are acting as legal advisors to Pear Therapeutics. Credit Suisse is acting as financial advisor while Melissa Sawyer of Sullivan & Cromwell LLP is acting as legal advisor to Thimble Point Acquisition. Barry Taylor, Richard Blake, Jonathan Zhu, Derek Wallace, Stephen Heifetz, Anne Seymour and Christopher Williams of Wilson Sonsini Goodrich & Rosati is representing Temasek, Pear Therapeutics' largest stockholder, in the transaction. Thimble Point Acquisition has hired Morrow Sodali LLC to assist in the proxy solicitation process and will pay that firm a fee of $30,000 plus disbursements. The transfer agent and registrar for Thimble Point Acquisition Class A Common Shares is Mark Zimkind of Continental Stock Transfer & Trust Company.