References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Thimble Point Acquisition Corp. References to our
"management" or our "management team" refer to our officers and directors, and
references to the "Sponsor" refer to LJ10 LLC. The following discussion and
analysis of the Company's financial condition and results of operations should
be read in conjunction with the financial statements and the notes thereto
contained elsewhere in this Quarterly Report. Certain information contained in
the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act that
are not historical facts and involve risks and uncertainties that could cause
actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Quarterly
Report including, without limitation, statements in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding the Company's financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking statements.
Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek"
and variations and similar words and expressions are intended to identify such
forward-looking statements. Such forward-looking statements relate to future
events or future performance, but reflect management's current beliefs, based on
information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of this Quarterly Report and the Risk Factors section of the
Registration Statements on Form
S-1
(Registration
No. 333-252150)
filed with the SEC. The Company's filings with the SEC can be accessed on the
EDGAR section of the SEC's website at www.sec.gov. Except as expressly required
by applicable securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
Overview
We are a blank check company incorporated as a Delaware corporation and formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar Business Combination with
one or more businesses. We intend to effectuate our Business Combination using
cash from the proceeds of the Initial Public Offering and the sale of the
Private Placement Warrants and the forward purchase shares, our capital stock,
debt or a combination of cash, stock and debt.
The issuance of additional shares of our stock in a Business Combination,
including the issuance of the forward purchase securities:

     •    may significantly dilute the equity interest of investors in the Initial
          Public Offering, which dilution would increase if the anti-dilution
          provisions in the Class B common stock resulted in the issuance of
          Class A common shares on a greater than
          one-to-one
          basis upon conversion of the Class B common stock;



     •    may subordinate the rights of holders of common stock if preferred stock
          is issued with rights senior to those afforded our common stock;



     •    could cause a change of control if a substantial number of shares of our
          common stock are issued, which may affect, among other things, our
          ability to use our net operating loss carry forwards, if any, and could
          result in the resignation or removal of our present officers and
          directors;



     •    may have the effect of delaying or preventing a change of control of us
          by diluting the stock ownership or voting rights of a person seeking to
          obtain control of us; and




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     •    may adversely affect prevailing market prices for our Class A common
          stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:



     •    default and foreclosure on our assets if our operating revenues after a
          Business Combination are insufficient to repay our debt obligations;



     •    acceleration of our obligations to repay the indebtedness even if we make
          all principal and interest payments when due if we breach certain
          covenants that require the maintenance of certain financial ratios or
          reserves without a waiver or renegotiation of that covenant;



     •    our immediate payment of all principal and accrued interest, if any, if
          the debt is payable on demand;



     •    our inability to obtain necessary additional financing if the debt
          contains covenants restricting our ability to obtain such financing while
          the debt is outstanding;



  •   our inability to pay dividends on our common stock;



     •    using a substantial portion of our cash flow to pay principal and
          interest on our debt, which will reduce the funds available for dividends
          on our common stock if declared, expenses, capital expenditures,
          acquisitions and other general corporate purposes;



     •    limitations on our flexibility in planning for and reacting to changes in
          our business and in the industry in which we operate;



     •    increased vulnerability to adverse changes in general economic, industry
          and competitive conditions and adverse changes in government regulation;
          and



     •    limitations on our ability to borrow additional amounts for expenses,
          capital expenditures, acquisitions, debt service requirements, execution
          of our strategy and other purposes and other disadvantages compared to
          our competitors who have less debt.


Further, we expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to raise capital or to
complete our Business Combination will be successful. We will need to raise
additional capital through loans or additional investments from our initial
stockholders, officers or directors. If we are unable to raise additional
capital, we may be required to take additional measures to conserve liquidity,
which could include, but may not necessarily be limited to, curtailing
operations, suspending the pursuit of a potential transaction, and reducing
overhead expenses. We cannot provide any assurance that new financing will be
available to us on commercially acceptable terms, if at all. These conditions
raise substantial doubt about our ability to continue as a going concern through
one year and one day from the issuance of this report.
Proposed Initial Business Combination
On June 21, 2021, we entered into a Business Combination Agreement (the
"Business Combination Agreement") with Oz Merger Sub, Inc., a Delaware
corporation and our wholly-owned subsidiary ("Merger Sub"), and Pear
Therapeutics, Inc., a Delaware corporation ("Pear"), pursuant to which Merger
Sub will merge with and into Pear, with Pear surviving the merger as a
wholly-owned subsidiary of us (the "Merger"). The obligations of us, Merger Sub
and Pear to consummate the Merger are subject to the satisfaction or waiver of
certain closing conditions, which are further described in the Business
Combination Agreement.
In connection with the execution of the Business Combination Agreement, we
entered into subscription agreements with certain parties subscribing for our
Class A common shares (the "Subscribers" and such transactions, the
"Subscriptions"), pursuant to which the Subscribers have agreed to purchase, and
we have agreed to sell to the Subscribers, an aggregate of 10,280,000 of our
Class A common shares, for a purchase price of $10.00 per share and an aggregate
purchase price of $102.8 million. The Subscriptions are expected to close
substantially concurrently with the closing of the Merger. The consummation of
the Subscriptions is contingent upon, among other customary closing conditions,
the substantially concurrent consummation of the Merger. The Class A common
shares to be issued pursuant to the Subscription Agreements have not been
registered under the Securities Act, and will be issued in reliance on the
availability of an exemption from such registration.
In connection with the execution of the Business Combination Agreement, we
entered into a First Amendment to Forward Purchase Agreement (the "Forward
Purchase Agreement Amendment") with the Anchor Investor, pursuant to which,
effective as of immediately prior to the closing of the Merger, the Forward
Purchase Agreement, dated February 1, 2021, between us and the Anchor Investor,
will be amended to (i) eliminate the sale of warrants to purchase our Class A
common shares and (ii) instead provide exclusively for the sale of such number
of our Class A common shares equal to the sum of (x) 2,300,000 and (y) such
additional Class A common shares as the Anchor Investor may elect to purchase up
to the lesser of (A) the number of Class A common shares redeemed by our public
stockholders and (B) 2,700,000, in each case, for a purchase price of $10.00 per
share (such purchase and sale of our Class A common shares, the "Forward
Purchase"). The Class A common shares to be issued pursuant to the Forward
Purchase have not been registered under the Securities Act, and will be issued
in reliance on the availability of an exemption from such registration.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception have been organizational activities and
those necessary to prepare for the Initial Public Offering. We will not generate
any operating revenues until after completion of our Business Combination. We
generate
non-operating
income in the form of interest income on cash and cash equivalents. There has
been no significant change in our financial or trading position and no material
adverse change has occurred since the date of our audited financial statements.
We are incurring increased expenses as a result of being a public company (for
legal, financial reporting, accounting and auditing compliance), as well as for
due diligence expenses in connection with completing a Business Combination.
For the three months ended June 30, 2021, we had a net loss of $9,264,233, which
consisted of the change in fair value of warrant liability of $7,533,067 and
operating costs of $1,752,783 offset by interest income on marketable securities
held in the Trust Account of $10,01
7 and the change in the fair value of the promissory note of $11,600.
F
or the six months ended June 30, 2021, we had a net loss of $7,349,029, which
consisted of the change in fair value of warrant liability of $4,406,133 and
operating costs of $2,974,830 offset by interest income on marketable securities
held in the Trust Account of $15,739, the change in the fair value of the
promissory note of $11,600 and an unrealized gain on marketable securities held
in the Trust Account of $4,595
.
Liquidity and Capital Resources
Our liquidity needs prior to the completion of the Initial Public Offering were
satisfied through payment of liabilities of $25,000 for the sale of the founder
shares and up to $300,000 in loans from our Sponsor under an unsecured
promissory note. On February 4, 2021, we consummated the Initial Public Offering
of 27,600,000 Units, at a price of

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$10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with
the closing of the Initial Public Offering, we consummated the sale of 5,013,333
Private Placement Warrants to our Sponsor at a price of $1.50 per warrant,
generating gross proceeds of $7,520,000. Following the Initial Public Offering
and the sale of the Private Placement Warrants, a total of $276,000,000,
comprised of $270,480,000 of the proceeds from the Initial Public Offering
(which amount includes $9,660,000 of the underwriter's deferred discount) and
$7,520,000 of the proceeds of the sale of the Private Placement Warrants, less
an aggregate of $2,000,000 to pay fees and expenses in connection with the
closing of the Initial Public Offering and for working capital following the
closing of the Initial Public Offering, was deposited into the Trust Account.
The funds in the Trust Account are invested only in U.S. government treasury
bills with a maturity of 185 days or less or in money market funds that meet
certain conditions under Rule
2a-7
under the Investment Company Act of 1940 and that invest only in direct U.S.
government obligations.
For the six months ended June 30, 2021, cash used in operating activities was
$1,207,022. Net loss of $7,349,029 was affected by interest earned on marketable
securities held in the Trust Account of $15,739, the change in the fair value of
the promissory note of $11,600, the change in the fair value of the warrant
liability of $4,406,133, unrealized gain on marketable securities held in Trust
Account of $4,595 and transaction costs associated with the IPO of $619,676.
Changes in operating assets and liabilities provided $1,148,132 of cash for
operating activities.
As of June 30, 2021, we had marketable securities held in the Trust Account of
$276,020,334 (including $20,334 of interest income and unrealized gain)
consisting of money market funds which are invested primarily in U.S. Treasury
securities. Interest income on the balance in the Trust Account may be used by
us to pay taxes. Through June 30, 2021, we have not withdrawn any interest
earned from the Trust Account.
We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (which
interest shall be net of permitted withdrawals) and the proceeds from the sale
of the forward purchase shares, if any, to complete our Business Combination. We
will make permitted withdrawals from the Trust Account to pay our taxes,
including franchise taxes and income taxes. Delaware franchise tax is based on
our authorized shares or on our assumed par and
non-par
capital, whichever yields a lower result. Under the authorized shares method,
each share is taxed at a graduated rate based on the number of authorized shares
with a maximum aggregate tax of $200,000 per year. Under the assumed par value
capital method, Delaware taxes each $1,000,000 of assumed par value capital at
the rate of $400; where assumed par value would be (1) our total gross assets
following the Initial Public Offering, divided by (2) our total issued shares of
common stock following the Initial Public Offering, multiplied by (3) the number
of our authorized shares following the Initial Public Offering. Based on the
number of shares of our common stock authorized and outstanding and our total
gross proceeds after the completion of the Initial Public Offering, our annual
franchise tax obligation is capped at the maximum amount of annual franchise
taxes payable by us as a Delaware corporation of $200,000. Our annual income tax
obligations will depend on the amount of interest and other income earned on the
amounts held in the Trust Account. We expect the only taxes payable by us out of
the funds in the Trust Account will be income and franchise taxes. We expect the
interest earned on the amount in the Trust Account will be sufficient to pay our
taxes. To the extent that our capital stock or debt is used, in whole or in
part, as consideration to complete our Business Combination, the remaining
proceeds held in the Trust Account will be used as working capital to finance
the operations of the target business or businesses, make other acquisitions and
pursue our growth strategies.
As of June 30, 2021, we had cash of $1,345,945. Prior to the completion of our
Business Combination, our principal use of working capital will be to fund our
activities to identify and evaluate target businesses, perform business due
diligence on prospective target businesses, travel to and from the offices or
similar locations of prospective target businesses or their representatives or
owners, review corporate documents and material agreements of prospective target
businesses, structure, negotiate and complete a Business Combination, and to pay
taxes to the extent the interest earned on the Trust Account is not sufficient
to pay our taxes.

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Our Sponsor, an affiliate of our Sponsor or our officers and directors may, but
none of them is obligated to, loan us funds as may be required to fund our
working capital requirements. If we complete our Business Combination, we would
repay such loaned amounts out of the proceeds of the Trust Account released to
us. In the event that our Business Combination does not close, we may use a
portion of the working capital held outside the Trust Account to repay such
loaned amounts but no proceeds from our Trust Account would be used for such
repayment. Up to $1,500,000 of such loans may be convertible into warrants at a
price of $1.50 per warrant at the option of the lender. The warrants would be
identical to the Private Placement Warrants issued to our Sponsor. On June 21,
2021, we issued an unsecured promissory note (the "Note") in the principal
amount of $1,000,000 to our Sponsor as. The Note does not bear interest and is
repayable in full upon consummation of our Business Combination. If we do not
complete a Business Combination, the Note shall not be repaid and all amounts
owed under it will be forgiven. Upon the consummation of a Business Combination,
our Sponsor shall have the option, but not the obligation, to convert the
principal balance of the Note, in whole or in part, to warrants, at a price of
$1.50 per warrant, the terms of which will be identical to the terms of the
Private Placement Warrants. The Note is subject to customary events of default,
the occurrence of which automatically trigger the unpaid principal balance of
the Note and all other sums payable with regard to the Note becoming immediately
due and payable. We do not expect to seek loans from parties other than our
Sponsor, an affiliate of our Sponsor or our officers and directors, if any, as
we do not believe third parties will be willing to loan such funds and provide a
waiver against any and all rights to seek access to funds in our Trust Account.
We will need to raise additional capital through loans or additional investments
from our initial stockholders, officers or directors. If we are unable to raise
additional capital, we may be required to take additional measures to conserve
liquidity, which could include, but may not necessarily be limited to,
curtailing operations, suspending the pursuit of a potential transaction, and
reducing overhead expenses. We cannot provide any assurance that new financing
will be available to us on commercially acceptable terms, if at all. These
conditions raise substantial doubt about our ability to continue as a going
concern through one year and one day from the issuance of this report.
Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations
As of June 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K
and did not have any commitments or contractual obligations, other than as
described below.
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay our Sponsor
a monthly fee of $10,000 for office space, secretarial and administrative
support. We began incurring these fees on February 2, 2021 and will continue to
incur these fees monthly until the earlier of the completion of the Business
Combination and our liquidation.
The underwriter is entitled to a deferred fee of $0.35 per Unit, or $9,660,000
in the aggregate. The deferred fee will become payable to the underwriter from
the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting
agreement.
The Company entered into a forward purchase agreement with an investor (the
"Anchor Investor"), which provided for the purchase by the Anchor Investor of an
aggregate of 5,000,000 units (the "Forward Purchase Agreement"), with each unit
consisting of one share of Class A common stock (the "forward purchase share")
and
one-third
of one redeemable warrant to purchase one share of Class A common stock (the
"forward purchase warrant") at an

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exercise price of $11.50 per whole share, for a purchase price of $10.00 per
unit, in a private placement to close concurrently with the closing of a
Business Combination. The obligations under the Forward Purchase Agreement will
not depend on whether any shares of Class A common stock are redeemed by the
Public Stockholders. The Anchor Investor will not receive any shares of Class B
common stock as part of the Forward Purchase Agreement. The forward purchase
shares will be identical to the Class A common stock sold in the Initial Public
Offering, except that they will be subject to certain transfer restrictions and
have certain registration rights.
In connection with the execution of the Business Combination Agreement, the
Company entered into a First Amendment to Forward Purchase Agreement (the
"Forward Purchase Agreement Amendment") with the Anchor Investor, pursuant to
which, effective as of immediately prior to the closing of the Merger, the
Forward Purchase Agreement will be amended to (i) eliminate the sale of forward
purchase warrants and (ii) instead provide exclusively for the sale of such
number of Class A common shares equal to the sum of (x) 2,300,000 and (y) such
additional Class A common shares as the Anchor Investor may elect to purchase up
to the lesser of (A) the number of Class A common shares redeemed by the
Company's public stockholders and (B) 2,700,000, in each case, for a purchase
price of $10.00 per share (such purchase and sale of the Company's Class A
common shares, the "Forward Purchase"). The Class A common shares to be issued
pursuant to the Forward Purchase have not been registered under the Securities
Act, and will be issued in reliance on the availability of an exemption from
such registration.
Except as described in the preceding paragraph, the proceeds from the sale of
the forward purchase shares may be used as part of the consideration to the
sellers in a Business Combination, expenses in connection with a Business
Combination or for working capital. The obligations under the Forward Purchase
Agreement will not depend on whether any shares of Class A common stock are
redeemed by the Public Stockholders and are intended to provide the Company with
funding for a Business Combination.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Warrant Liability
We account for the warrants issued in connection with our Initial Public
Offering in accordance with the guidance contained in ASC 815 under which the
warrants do not meet the criteria for equity treatment and must be recorded as
liabilities. Accordingly, we classify the warrants as liabilities at their fair
value and adjust the warrants to fair value at each reporting period. This
liability is subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statements of operations.
Net Loss Per Common Share
We apply the
two-class
method in calculating earnings per share. Net income (loss) per common share,
basic and diluted for Class A common stock subject to possible redemption is
calculated by dividing the interest income earned on the Trust Account, net of
applicable taxes, if any, by the weighted average number of shares of Class A
common stock subject to possible redemption outstanding for the period. Net
income (loss) per common share, basic and diluted for and
non-redeemable
common stock is calculated by dividing net loss less income attributable to
Class A common stock subject to possible redemption, by the weighted average
number of shares of
non-redeemable
common stock outstanding for the period presented.

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Recent Accounting Standards
Other than discussed below, management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would
have a material effect on our condensed financial statements.
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU")
2020-06,
Debt - Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic
815-40)
("ASU
2020-06")
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use
the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2022 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021.
The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.
Related Party Transactions
In December 2020, our Sponsor purchased an aggregate of 5,750,000 founder shares
in exchange for payment of certain of our offering expenses of $25,000, or
approximately $0.004 per share. In January 2021, our Sponsor transferred 50,000
shares to each of our independent director nominees and an aggregate of 150,000
shares to our advisors, in each case, at approximately the same share price paid
by our Sponsor, resulting in our Sponsor holding 5,450,000 founder shares. On
February 2, 2021, we effected a
1.2-to-1
forward stock split, resulting in our Sponsor holding 6,540,000 founder shares,
each of our independent director nominees holding 60,000 founder shares and our
advisors holding an aggregate of 180,000 founder shares. The founder shares held
by our independent director nominees and our advisors shall not be subject to
forfeiture in the event the underwriters' over-allotment option is not
exercised. The number of founder shares issued was determined based on the
expectation that the founder shares would represent 20% of the outstanding
shares of common stock upon the completion of the Initial Public Offering. The
purchase price of the founder shares was determined by dividing the amount of
cash contributed to us by the number of founder shares issued.
Our Sponsor, officers and directors or any of their respective affiliates will
be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable
Business Combinations. Our audit committee will review on a quarterly basis all
payments that were made by us to our Sponsor, officers, directors or our or any
of their respective affiliates and will determine which expenses and the amount
of expenses that will be reimbursed. There is no cap or ceiling on the
reimbursement of
out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.
Our Sponsor has agreed to loan us up to $300,000 to cover offering-related and
organizational expenses. These loans have been repaid upon completion of the
Initial Public Offering out of the $1,000,000 of offering proceeds that has been
allocated for the payment of offering expenses (other than underwriting
commissions) not held in the Trust Account.
We have entered into an agreement that provides that, subsequent to the Initial
Public Offering and continuing until the earlier of the consummation of our
Business Combination or liquidation, we will pay our Sponsor a total of $10,000
per month for office space, secretarial and administrative services.
In addition, in order to finance transaction costs in connection with an
intended Business Combination, our Sponsor, an affiliate of our Sponsor or our
officers and directors may, but is not obligated to, loan us funds as may be
required. If we complete our Business Combination, we would repay such loaned
amounts out of the proceeds of the Trust Account released to us. In the event
that our Business Combination does not close, we may use a portion of the
working capital held outside the Trust Account to repay such loaned amounts but
no proceeds from our Trust Account would be used for such repayment. Up to
$1,500,000 of such loans may be convertible into warrants at a price of $1.50
per warrant at the option of the lender. The warrants would be identical to the
Private Placement Warrants issued to our Sponsor. On June 21, 2021, we issued an
unsecured promissory note (the "Note") in the principal amount of $1,000,000 to
our Sponsor as. The Note does not bear interest and is repayable in full upon
consummation of our Business Combination. If we do not complete a Business
Combination, the Note shall not be repaid and all amounts owed under it will be
forgiven. Upon the consummation of a Business Combination, our Sponsor shall
have the option, but not the obligation, to convert the principal balance of the
Note, in whole or in part, to warrants, at a price of $1.50 per warrant, the
terms of which will be identical to the terms of the Private Placement Warrants.
The Note is subject to customary events of default, the occurrence of which
automatically trigger the unpaid principal balance of the Note and all other
sums payable with regard to the Note becoming immediately due and payable. We do
not expect to seek loans from parties other than our Sponsor, an affiliate of
our Sponsor or our officers and directors, if any, as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and
all rights to seek access to funds in our Trust Account.

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Our Sponsor has purchased an aggregate of 5,013,333 Private Placement Warrants
at a price of $1.50 per warrant pursuant to the Private Placement Warrant
Purchase Agreement, dated as of February 1, 2021. Each private placement warrant
entitles the holder thereof to purchase one share of our Class A common stock at
a price of $11.50 per share, subject to adjustment as provided herein. Our
Sponsor will be permitted to transfer the Private Placement Warrants held by it
to certain permitted transferees, including our officers and directors and other
persons or entities affiliated with or related to them, but the transferees
receiving such securities will be subject to the same agreements with respect to
such securities as our Sponsor. Otherwise, these warrants will not, subject to
certain limited exceptions, be transferable or salable until 30 days after the
completion of our Business Combination. Except as set forth elsewhere in the
Registration Statement, the Private Placement Warrants will be
non-redeemable
so long as they are held by our Sponsor or its permitted transferees except as
set forth under "Description of Securities-Warrants-Public Stockholders'
Warrants-Redemption of warrants when the price per share of Class A common stock
equals or exceeds $10.00" in the Registration Statement. The Private Placement
Warrants may also be exercised by our Sponsor or its permitted transferees for
cash or on a cashless basis. Otherwise, the Private Placement Warrants have
terms and provisions that are identical to those of the warrants sold as part of
the units in the Initial Public Offering.
Pursuant to the Registration Rights Agreement we entered into with our initial
stockholders on February 1, 2021, we are required to register certain securities
for sale under the Securities Act. Our initial stockholders, and holders of
warrants issued upon conversion of working capital loans, if any, are entitled
under the Registration Rights Agreement to make up to three demands that we
register certain of our securities held by them for sale under the Securities
Act and to have the securities covered thereby registered for resale pursuant to
Rule 415 under the Securities Act. In addition, these holders have the right to
include their securities in other registration statements filed by us. We will
bear the costs and expenses of filing any such registration statements.
In connection with the execution of the Business Combination Agreement, our
Sponsor, our directors and members of our team of advisors (the "Advisors")
(collectively, the "Sponsor Agreement Parties") entered into a sponsor support
agreement (the "Sponsor Agreement") with us and Pear, pursuant to which the
Sponsor Agreement Parties agreed to, among other things, (i) vote at any meeting
of our shareholders all of their shares of our Class A common stock and Class B
common stock in favor of each Transaction Proposal (as defined in the Business
Combination Agreement), (ii) be bound by certain other covenants and agreements
related to the Merger and (iii) be bound by certain transfer restrictions with
respect to such common stock, in each case, on the terms and subject to the
conditions set forth in the Sponsor Agreement.
Our Sponsor has also agreed, subject to certain exceptions, not to transfer
1,269,600 of our Class B Shares held by it and to have 922,453 of its Private
Placement Warrants held in trust, in each case, until such securities are
released under the Sponsor Agreement. Pursuant to the Sponsor Agreement, (i)
423,200 of such Class B shares and 307,485 of such Private Placement Warrants
will be released upon our common stock achieving $12.50 as its volume weighted
average price per share for any 20 trading days within a 30 consecutive trading
day period, (ii) 423,200 of such Class B shares and 307,484 of such Private
Placement Warrants will be released upon our common stock achieving $15.00 as
its volume weighted average price per share for any 20 trading days within a 30
consecutive trading day period, and (iii) 423,200 of such Class B Shares and
307,484 of such Private Placement Warrants will be released upon our common
stock achieving $17.50 as its volume weighted average price per share for any 20
trading days within a 30 consecutive trading day period, in each case, during
the Earn Out Period (as defined in the Sponsor Agreement). Any such Class B
shares or Private Placement Warrants not vested prior to the fifth anniversary
of the closing of the merger will be deemed to be forfeited. The Class B shares
held by our Sponsor's directors and Advisors will not be subject to vesting or
forfeiture.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We will qualify as an "emerging growth company" and
under the JOBS Act will be allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, our financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company", we choose to rely on such exemptions we may not be required to, among
other things: (1) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be
required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act; (3) comply with any requirement that may be adopted by the PCAOB
regarding mandatory audit firm rotation or a supplement to the auditor's report
providing additional information about the audit and the financial statements
(auditor discussion and analysis); and (4) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of the Initial Public Offering.

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