Acorns Grow Incorporated entered into non-binding letter of intent to acquire Pioneer Merger Corp. (NasdaqCM:PACX) from Pioneer Merger Sponsor LLC and others for $1.5 billion in a reverse merger transaction on March 15, 2021. Acorns Grow Incorporated entered into a definitive agreement to acquire Pioneer Merger Corp. (NasdaqCM:PACX) from Pioneer Merger Sponsor LLC and others for $1.5 billion in a reverse merger transaction on May 26, 2021. In accordance with the terms and subject to the conditions of the transaction, outstanding common shares of Acorns up to the maximum permitted cash election shares, will be exchanged for cash equal to the equity value per share and outstanding common shares of Acorns, with respect to which an election to receive Pioneer Common Stock has been made or no election to receive Pioneer Common Stock or cash has been made, will be exchanged for shares of Pioneer Common Stock equal to the per share stock consideration. As part of the merger, Noah Kerner, Chief Executive Officer of Acorns, plans to contribute 10% of his personal ownership in Acorns to fund a novel program giving shares to eligible customers. Pioneer's sponsor is also planning to give 10% of its ownership in Acorns to this same program. Pioneer will complete PIPE financing for gross proceeds of $165 million in connection with the transaction. Upon completion, the combined company will operate as Acorns Holdings, Inc. and is expected to trade under the symbol “OAKS” on the Nasdaq Capital Mark. The new Acorns will continue to be led by Noah Kerner, Chief Executive Officer, and Acorns' experienced management team.

The transaction is subject to (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of Pioneer's shareholders, (iii) the approval of Acorns' shareholders, (iv) the conversion of the preferred shares of Acorns to common stock of Acorns on the closing date but prior to the effective time, (v) the conversion of the Company 2020 Convertible Notes to common stock of Acorns on the closing date but prior to the effective time, (vi) Pioneer having at least $5,000,001 of net tangible assets, (vii) the registration statement being declared effective under the Securities Act of 1933, as amended, (viii) obtaining Financial Industry Regulatory Authority, Inc. approval of the FINRA Application with respect to the transaction, (ix) the approval by Nasdaq of Pioneer's initial listing application in connection with the business combination, and other customary closing conditions. The transaction has been unanimously approved by the boards of both Acorns and Pioneer. The transaction is expected to close in the second half of 2021. Citi is serving as exclusive capital markets advisor to Pioneer, and Marshall Shaffer, Christian O. Nagler and Eric Schiele of Kirkland & Ellis LLP are serving as legal counsel to Pioneer in connection with the transaction. Moelis & Company LLC is serving as exclusive financial and capital markets advisor to Acorns. Carl R. Sanchez, Christopher Austin, and Stephen Harris of Paul Hastings LLP are serving as legal counsel to Acorns in connection with the transaction. Morrow Sodali LLC acted as information agent to Pioneer Merger Corp. in the transaction. Continental Stock Transfer & Trust Company acted as transfer agent to Acorns Grow Incorporated and Pioneer Merger Corp. in the transaction. WithumSmith+Brown provided auditor's report on financials of Pioneer while Deloitte & Touche LLP provided auditor's report on financials of Acorns. Pioneer has agreed to pay Morrow a fee of $37,500.

Acorns Grow Incorporated cancelled the acquisition of Pioneer Merger Corp. (NasdaqCM:PACX) from Pioneer Merger Sponsor LLC and others in a reverse merger transaction on January 15, 2022.