THIE POIN Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Merger Consideration
Upon the terms and subject to the conditions set forth in the Business Combination Agreement, at the effective time of the Merger (the "Effective Time"):
(i) Each share of Pear's common stock, par value $0.0001 per share (the "Pear
Common Shares"), issued and outstanding as of immediately prior to the
Effective Time (excluding shares owned by Pear as treasury stock or
dissenting shares) will be cancelled and converted into (x) the right to
receive the Per Share Upfront Consideration (as defined below) and
(y) the contingent right to receive Earn Out Shares described under "Earn
Out Consideration" below (with respect to each Pear Common Share,
collectively, the "Per Share Consideration" and with respect to all Pear
Common Shares and Pear Preferred Shares (as defined below), in the
aggregate, the "Merger Consideration"). The "Per Share Upfront
Consideration" is equal to such number of THMA's Class A common stock,
par value $0.0001 per share (the "THMA Class A Shares") equal to (i)
$1,200,000,000 divided by $10.00 divided by (ii) the total number of Pear
Common Shares outstanding immediately prior to the Effective Time,
expressed on an as-exercised and as-converted to Pear Common Shares basis
(including any Pear Common Shares underlying Pear Vested In-the-Money
Options (on a net exercise basis) or Pear Preferred Shares) (the "Pear
Outstanding Shares").
(ii) Each share of Pear's preferred stock, par value $0.0001 per share (the
"Pear Preferred Shares"), issued and outstanding as of immediately prior
to the Effective Time will be cancelled and converted into the right to
receive Per Share Consideration in respect of such number of Pear Common
Shares as set forth on the Consideration Schedule (as defined below).
(iii) Each Pear Option that is unexercised and outstanding as of immediately
prior to the Effective Time and that has a per share exercise price less
than the Per Share Upfront Consideration multiplied by $10.00 (a "Pear
In-the-Money Option") will be cancelled in exchange for an option to
purchase a number of THMA Class A Shares as set forth on the
Consideration Schedule at an exercise price as set forth on such
Consideration Schedule.
(iv) Each warrant to purchase Pear Common Shares ("Pear Warrant") will be
converted into a warrant to acquire a number of THMA Class A Shares in an
amount and at an exercise price and subject to such terms and conditions,
in each case, as set forth on the Consideration Schedule. Subject to
certain exceptions, such terms and conditions will be the same terms and
conditions as were applicable to the Pear Warrant immediately prior to
the Effective Time.
The "Consideration Schedule" sets forth (a) the portion of the Merger Consideration to which a holder of Pear Common Shares or Pear Preferred Shares, as applicable, would be entitled to receive on a proportionate, as-converted basis under Pear's certificate of incorporation and bylaws, each as amended or supplemented as of the Effective Time, and (b) with respect to the conversion of Pear In-the-Money Options to options to purchase THMA Class A Shares, such equitable adjustments to the number of shares and the exercise price to reflect the Merger and the price per THMA Class A Share.
Pursuant to the terms of the Business Combination Agreement, THMA is required to cause the THMA Class A Shares to be issued in connection with the transactions contemplated by the Business Combination Agreement (the "Transactions") to be listed on the NASDAQ Capital Market ("Nasdaq") prior to the closing of the Merger (the "Closing" and the date on which the Closing occurs, the "Closing Date").
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Earn Out Consideration
Subject to certain exceptions, during the period between the date that is 90
days following the Closing and the fifth anniversary of the Closing (the "Earn
Out Period"), THMA will issue to eligible Pear stockholders up to 12,395,625
additional THMA Class A Shares in the aggregate (the "Earn Out Shares") in three
equal tranches of 4,131,875
Representations and Warranties
The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) organization and qualification, (b) capital structure, (c) authorization to enter into the Business Combination Agreement, (d) approvals and permits, (e) financial statements, (f) absence of changes, (g) absence of undisclosed liabilities, (h) litigation, (i) employee matters, (j) compliance with laws, . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is attached as Exhibit 10.7 hereto, and the terms of which are incorporated herein by reference.
Item 3.02. Unregistered Sales of
The information set forth above in Item 2.03 of this Report and in Item 1.01 of this Report under the headings "Subscription Agreements" and "Forward Purchase Agreement Amendment" is incorporated by reference herein. The THMA Class A Shares to be issued in connection with the Subscriptions and Forward Purchase will not be registered under the Securities Act, and the offers and sales of securities with respect thereto were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
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Item 7.01. Regulation FD Disclosure.
On
Furnished as Exhibits 99.2 and 99.3 hereto and incorporated into this Item 7.01
by reference are the investor presentation and subsequent investor presentation
supplement, respectively, that THMA and Pear have prepared for use in connection
with the announcement of the Merger. Furnished herewith as Exhibit 99.4 and 99.5
hereto and incorporated into this Item 7.01 by reference are the conference call
presentation and the transcript of a pre-recorded joint conference call held on
The foregoing (including Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of 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.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This Current Report on Form 8-K relates to a proposed transaction between Pear and THMA and does not constitute an offer to sell or exchange any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Current Report on Form 8-K may be deemed to be solicitation material in
respect of the proposed transactions contemplated by the Business Combination
Agreement. In connection with such proposed transactions, THMA intends to file
relevant materials with the
PARTICIPANTS IN SOLICITATION
THMA and Pear and their respective directors and officers may be deemed to be
participants in the solicitation of proxies from THMA's stockholders in respect
of the proposed transactions. Information about THMA's directors and executive
officers and their ownership of THMA's securities is set forth in THMA's filings
with the
FORWARD-LOOKING STATEMENTS
Certain statements, estimates, targets and projections in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between THMA and Pear. Forward-looking statements generally relate to future events involving, or future performance of, THMA or Pear. For example, projections of future EBITDA, statements regarding anticipated growth in the industry in which Pear operates and anticipated growth in demand for Pear's products, projections of Pear's future financial results and other metrics, the satisfaction of closing conditions to the Merger and the timing of the completion of the Merger are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
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These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by THMA and its management, and Pear and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (i) the risk that the Merger, including the contemporaneous
private placement of equity securities (the "PIPE investment"), may not be
completed in a timely manner or at all, which may adversely affect the price of
THMA's securities; (ii) the risk that the Merger may not be completed by THMA's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by THMA; (iii) the lack of a
third party valuation in determining whether or not to pursue the Merger;
(iv) the amount of the costs, fees, expenses and other charges related to the
Merger and PIPE investment; (v) the outcome of any legal proceedings that may be
instituted against THMA, Pear, the combined company or others following the
announcement of the Business Combination Agreement, the ancillary agreements
contemplated thereby and the transactions contemplated thereby (including the
Merger); (vi) the inability to complete the Merger due to the failure to obtain
approval of the stockholders of THMA, or Pear to obtain financing to complete
the Merger or to satisfy other conditions to closing; (vii) changes to the
proposed structure of the Merger that may be required or appropriate as a result
of applicable laws or regulations or as a condition to obtaining regulatory
approval of the Merger; (viii) the ability to meet stock exchange listing
standards following the consummation of the Merger; (ix) the risk that the
Merger disrupts current plans and operations of Pear or diverts management's
attention from Pear's ongoing business operations and potential difficulties in
Pear employee retention as a result of the announcement and consummation of the
Merger; (x) the ability to recognize the anticipated benefits of the Merger,
which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees;
(xi) costs related to the Merger; (xii) changes in applicable laws or
regulations; (xiii) the possibility that Pear or the combined company may be
adversely affected by other economic, business, regulatory, and/or competitive
factors; (xiv) Pear's estimates of expenses and profitability; (xv) the
evolution of the markets in which Pear competes; (xvi) the ability of Pear to
implement its strategic initiatives and continue to innovate its existing
products; (xvii) the ability of Pear to defend its intellectual property and
satisfy regulatory requirements; (xviii) the ability of THMA to issue equity or
equity-linked securities in connection with the Merger or in the future;
(xix) the impact of the COVID-19 pandemic on Pear's business; and (xx) other
risks and uncertainties set forth in the section entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in THMA's final
prospectus dated
Readers are cautioned not to put undue reliance on forward-looking statements, and THMA and Pear assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither THMA nor Pear gives any assurance that either THMA or Pear will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by THMA or Pear or any other person that the events or circumstances described in such statement are material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1* Business Combination Agreement, dated as ofJune 21, 2021 , by and amongThimble Point Acquisition Corp. ,Oz Merger Sub Inc. andPear Therapeutics, Inc. 10.1* Sponsor Support Agreement, dated as ofJune 21, 2021 , by and amongLJ10 LLC ,Thimble Point Acquisition Corp. ,Pear Therapeutics, Inc. and certain other parties thereto. 10.2* Form of Company Stockholder Support Agreement by and amongThimble Point Acquisition Corp. ,Pear Therapeutics, Inc. and the stockholder ofPear Therapeutics, Inc. identified on the signature page thereto. 10.3 Form of Stockholder Lock-Up Agreement by and amongThimble Point Acquisition Corp. ,Pear Therapeutics, Inc. and the stockholder ofPear Therapeutics, Inc. identified on the signature page thereto.
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10.4 Form of Subscription Agreement by and amongThimble Point Acquisition Corp. ,Pear Therapeutics, Inc. and the investor identified on the signature page thereto. 10.5* Form of Registration Rights Agreement by and amongPear Holdings Corp. ,LJ10 LLC , KLP SPAC 1 LLC, certain other stockholders ofThimble Point Acquisition Corp and certain former stockholders ofPear Therapeutics, Inc. 10.6 First Amendment to Forward Purchase Agreement, dated as ofJune 21, 2021 , by and amongThimble Point Acquisition Corp. and KLP SPAC 1 LLC. 10.7 Promissory Note, datedJune 21, 2021 , issued byThimble Point Acquisition Corp. toLJ10 LLC . 99.1 Press Release issued by THMA and Pear onJune 22, 2021 . 99.2 Investor Presentation, datedMay 2021 . 99.3 Investor Presentation Supplement, datedJune 2021 . 99.4 Transcript for Joint Investor Call, datedJune 22, 2021 . 99.5 Presentation for Joint Investor Call
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). THMA agrees to furnish supplementally a
copy of all omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
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