Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

On May 26, 2021, Pioneer Merger Corp., a Cayman Islands exempted company ("Pioneer"), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Pioneer, Pioneer SPAC Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pioneer ("Pioneer Merger Sub"), and Acorns Grow Incorporated, a Delaware corporation ("Acorns").

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of each of Pioneer and Acorns.





The Business Combination

The Business Combination Agreement provides for, among other things, the following transactions on the Closing Date (as defined in the Business Combination Agreement): (i) Pioneer will domesticate as a Delaware corporation pursuant to Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Law (2020 Revision) (the "Domestication") and, in connection with the Domestication, (A) Pioneer's name will be changed to "Acorns Holdings, Inc.", (B) each issued and outstanding Class A ordinary share of Pioneer and each issued and outstanding Class B ordinary share of Pioneer will become one share of common stock of Pioneer (the "Pioneer Common Stock"), and (C) each outstanding warrant of Pioneer (but subject to the forfeiture, pursuant to the terms of the Sponsor Warrant Forfeiture Agreement (as defined below)) will represent the right to purchase one share of Pioneer Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, dated as of January 12, 2021, by and between Pioneer and Continental Stock Transfer & Trust Company (the "Trustee" or "Continental") (the "Warrant Agreement"); (ii) convertible notes issued by Acorns to affiliates of Declaration Partners LP and Senator Investor Group, in an aggregate principal amount of $55,000,000, outstanding as of immediately prior to the closing (the "Closing") of the Business Combination (as defined below) and following the Domestication, will convert into a number of shares of Pioneer Common Stock equal to the outstanding principal amount due in respect of such convertibles notes plus any accrued and unpaid interest thereunder, divided by $10; (iii) Pioneer will (A) cause the Trustee of Pioneer's trust account to contribute to Pioneer Merger Sub the amount of cash remaining in the trust account (after deducting any amounts paid to Pioneer shareholders that exercise their redemption rights in connection with the Business Combination and net of Pioneer's unpaid transaction expenses), (B) contribute to Pioneer Merger Sub the proceeds actually received by Pioneer in the PIPE Financing (as defined below) (net of Acorns' unpaid transaction expenses), and (C) deposit (or cause the Trustee of Pioneer's trust account to deposit) with the exchange agent the cash amount payable in exchange for a portion of the Acorns' common shares outstanding as of immediately prior to the time the Merger (as defined below) becomes effective (the "Effective Time"); and (iv) following the Domestication, Pioneer Merger Sub will merge with and into Acorns, with Acorns as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Pioneer (the "Merger").

The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination".

The Business Combination is expected to close in the second half of 2021, following the receipt of the required approval by Acorns' and Pioneer's stockholders and the fulfillment of other customary closing conditions.

Business Combination Consideration

Concurrently with the execution of the Business Combination Agreement, (i) Acorns and the holders of the Company 2020 Convertible Notes (as defined in the Business Combination Agreement) have amended the terms of the Company 2020 Convertible Notes to convert all such notes to common shares of Acorns on the Closing Date but prior to the Effective Time, and (ii) certain holders of Company Preferred Shares (as defined in the Business Combination Agreement) have executed and delivered to Acorns an irrevocable written consent in order to increase the number of authorized common shares of Acorns and effect the conversion of all Company Preferred Shares to common shares of Acorns in accordance with the terms of Acorns' certificate of incorporation, with the effective time of such conversion occurring on the Closing Date but prior to the Effective Time.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, (a) outstanding common shares of Acorns, with respect to which an election to receive cash has been made, up to the Maximum Permitted Cash Election Shares (as defined in the Business Combination Agreement), will be exchanged for cash equal to the Equity Value Per Share (as defined in the Business Combination Agreement), determined based on the implied Acorns fully-diluted equity value of $1,500,000,000 (the "Acorns Equity Value"), (b) 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 defined in the Business Combination Agreement), and (c) all options (vested and unvested), warrants and restricted stock units of Acorns will be exchanged for comparable options, warrants and restricted stock units that are exercisable for shares of Pioneer Common Stock, with such adjustments to number of shares and exercise prices, as applicable, determined based on the Acorns Equity Value.

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. Pioneer has also agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the Pioneer board of directors shall consist of seven directors, which shall include (i) one individual designated by Acorns from a list of individuals agreed upon by Pioneer and Acorns as set forth in the Business Combination Agreement, and (ii) upon consultation with Pioneer, six individuals designated by Acorns, in each case, designated prior to the effectiveness of the Registration Statement (as defined below). In addition, Pioneer has agreed to adopt (A) an equity incentive plan and an employee stock purchase plan (as described in the Business Combination Agreement) at least one day prior to the Closing Date and (B) the Loyalty Program (as defined below) promptly following the Closing Date.

Conditions to Each Party's Obligations

The obligation of Pioneer and Acorns to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of Pioneer Common Stock to be offered and sold in connection with the PIPE Financing have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01 Regulation FD Disclosure.

On May 27, 2021, Pioneer and Acorns (i) issued a press release announcing their entry into the Business Combination Agreement and (ii) held a webcast to discuss the Business Combination between Pioneer and Acorns. The press release and transcript of the webcast are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Pioneer and Acorns have prepared for use in connection with the announcement of the Business Combination.

The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.





Additional Information

In connection with the Business Combination, Pioneer intends to file with the U.S. Securities and Exchange Commission's ("SEC") a Registration Statement on Form S-4 (the "Registration Statement"), which will include a preliminary prospectus and preliminary proxy statement. Pioneer will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Pioneer will send to its shareholders in connection with the Business Combination. Investors and security holders of Pioneer are advised to read, when available, the proxy statement/prospectus in connection with Pioneer's solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus will contain important information about the Business Combination and the parties to the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/final prospectus to be included in the Registration Statement will be mailed to shareholders of Pioneer as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge at the SEC's website at www.sec.gov or by directing a request to: 660 Madison Avenue, 19th Floor, New York, New York 10065.





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Participants in the Solicitation

Pioneer, Acorns and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Pioneer's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Pioneer's directors and officers in Pioneer's filings with the SEC, including Pioneer's Form 10-K for the year ended December 31, 2020, the Registration Statement to be filed with the SEC by Pioneer, which will include the proxy statement of Pioneer for the Business Combination, and such information and names of Acorns' directors and executive officers will also be in the Registration Statement to be filed with the SEC by Pioneer, which will include the proxy statement of Pioneer for the Business Combination. These documents can be obtained free of charge at the SEC's website at www.sec.gov or by directing a request to: 660 Madison Avenue, 19th Floor, New York, New York 10065.





Forward Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "ongoing," "target," "anticipate," "intend," "expect," "could," "should," "would," "plan," "predict," "potential," "project," "seem," "seek," "future," "outlook" or the negative or plural of these words, or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Pioneer and Acorns, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Pioneer's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Pioneer and Acorns. These statements are subject to a number of risks and uncertainties regarding Pioneer's businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the shareholders of Pioneer or Acorns for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Pioneer and Acorns; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by Pioneer's shareholders; the inability to obtain or maintain the listing of the post-acquisition company's securities on Nasdaq following the Business Combination; costs related to the Business Combination; and those to be included under the heading "Risk Factors" in the Registration Statement to be filed with the SEC and those included under the heading "Risk Factors" in the annual report on Form 10-K for year ended December 31, 2020 of Pioneer and other filings with the SEC. There may be additional risks that Pioneer presently does not know or that Pioneer currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Pioneer's expectations, plans or forecasts of future events and views as of the date of this communication. Pioneer anticipates that subsequent events and developments will cause Pioneer's assessments to change. However, while Pioneer may elect to update these forward-looking statements at some point in the future, Pioneer specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Pioneer's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.





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Disclaimer

This communication is for informational purposes only. This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Pioneer or Acorns, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
 Number                                 Description
  2.1†       Business Combination Agreement, dated as of May 26, 2021, by and
           among Pioneer Merger Corp., Pioneer SPAC Merger Sub Inc., and Acorns
           Grow Incorporated.
  10.1       Form of Sponsor Support Agreement (included as Exhibit A to
           Exhibit 2.1 hereto).
  10.2       Form of Company Support Agreement (included as Exhibit C to
           Exhibit 2.1 hereto).
  10.3       Form of Subscription Agreement (included as Exhibit E to Exhibit 2.1
           hereto).
  10.4       Form of Subscription Agreement (Other)
  99.1       Press Release, dated May 27, 2021.
  99.2       Transcript of Webcast, dated May 27, 2021.
  99.3       Investor Presentation.
           Cover Page Interactive Data File (embedded within the Inline XBRL
  104      document).

† Certain of the exhibits and schedules to this exhibit have been omitted in

accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish

supplementally a copy of all omitted exhibits and schedules to the SEC upon its


   request.




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