As filed with the Securities and Exchange Commission on September 7, 2021
No. 333-257982
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
to
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
Delaware |
6770 |
85-4103092 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
195 Church Street, 15th Floor
New Haven, Connecticut 06510
(203)
680-8543
Elon S. Boms
Chief Executive Officer
Thimble Point Acquisition Corp.
195 Church Street, 15th Floor
New Haven, Connecticut 06510
(203)
680-8543
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Catherine M. Clarkin Melissa Sawyer Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Tel: (212) 558-4000 |
David Broadwin Stacie Aarestad Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210 Tel: (617) 832-1000 |
Jocelyn Arel Michael R. Patrone Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 523-1231 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer) ☐ Exchange Act Rule
14d-l(d)
(Cross-Border Third-Party Tender Offer) ☐ CALCULATION OF REGISTRATION FEE
| | ||||||
| Title of Each Class of Securities to be Registered |
Amount to be Registered (2) |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Registration Fee | |||
| Class A common stock (1) |
132,395,625 |
$1,306,744,819 |
$142,565.86 | |||
| Total |
132,395,625 |
$1,306,744,819 |
$142,565.86 | |||
| | ||||||
| | ||||||
(1) |
Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of the registrant that may be issued in connection with the business combination described herein, assuming that all vested “in-the-money” |
(2) |
Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “ Securities Act ”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) |
Previously paid. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.
The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2021
THIMBLE POINT ACQUISITION CORP.
195 Church Street, 15
th
Floor New Haven, Connecticut 06510
Dear Thimble Point Acquisition Corp. stockholder:
On June 21, 2021, Thimble Point Acquisition Corp., a Delaware corporation (“
THMA
”), and Oz Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of THMA (“Merger Sub
”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement
”) with Pear Therapeutics, Inc., a Delaware corporation (“Pear
”). If, among other conditions, (i) the Business Combination Agreement is adopted and the transactions contemplated thereby, including the Merger (as defined herein), are approved by THMA’s and Pear’s stockholders, (ii) the Business Combination Agreement and the transactions contemplated thereby, including the issuance of THMA Class A common stock, par value $0.0001 per share (“THMA Class
A Common Shares
”), to be issued as the merger consideration, pursuant to the Subscription Agreements (as defined herein), and pursuant to the conversion of THMA’s Class B common stock, par value $0.0001 per share (the “THMA Class
B Common Shares
”), are approved by THMA’s stockholders, and (iii) the Merger is subsequently consummated, Merger Sub will merge with and into Pear, with Pear surviving the merger as a wholly-owned subsidiary of THMA (the “Merger
” or “Business Combination
”). In connection with the Business Combination, (i) holders of Pear Common Shares, Pear Preferred Shares and Pear Vested Options (each as defined below) will receive aggregate upfront consideration of $1,200,000,000, payable in an aggregate of 120,000,000 THMA Class A Common Shares, at a price of $10.00 per share, and (ii) holders of Pear Common Shares and Pear Preferred Shares will receive the contingent right to receive up to 12,395,625 additional THMA Class A Common Shares (the “
In-the-Money
Earn Out Shares
”) upon the achievement of certain earn-out
targets. At the Effective Time:
(i) |
Each share of Pear’s common stock, par value $0.0001 per share (each, a “ Pear Common Share ”), 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 and (y) the contingent right to receive Earn Out Shares as set forth in a Consideration Schedule (as defined below) (with respect to each Pear Common Share, together, the “Per Share Consideration ” and with respect to all Pear Common Shares and Pear Preferred Shares, in the aggregate, the “Merger Consideration ”). The “Per Share Upfront Consideration ” is equal to such number of THMA Class A Common 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 Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
(ii) |
Each share of Pear’s preferred stock, par value $0.0001 per share (each, a “ Pear Preferred Share ”), 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 a Consideration Schedule. |
(iii) |
Each option to purchase Pear Common Shares 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 (each, a “Pear ”) will be cancelled in exchange for an option to purchase a number of THMA Class A Common Shares (the “In-the-Money Rollover Options ”) 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 (each, a “ Pear Warrant ”) will be converted into a warrant to acquire a number of THMA Class A Common 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 number of THMA Class A Common Shares to be issued to Pear stockholders in respect of their Pear Common Shares and their Pear Preferred Shares, together with the number of THMA Class A Common Shares that will underlie the Rollover Options issued to holders of Options that are vested as of immediately prior to the Effective Time (the “” on page
Pear-In-the-Money
Pear Vested Options
”), will be equal to 120,000,000. See the section entitled “In-the-Money
The Business Combination
246
of the attached proxy statement/prospectus for further information on the consideration being paid to the Pear equityholders in the Merger. Assuming that (a) no holders of THMA Class A Common Shares elect to have their Public Shares redeemed, (b) there are no other issuances of equity interests of THMA, (c) no Earn Out Shares are issued and (d) all Pear Vested Options are exercised as of immediately prior to the Effective Time, (i) the total number of THMA Class A Common Shares to be issued to Pear equityholders at the Effective Time is approximately 120,000,000, (ii) Pear equityholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 72.4% of the issued and outstanding THMA Class A Common Shares immediately following the Effective Time and (iii) THMA stockholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 20% of the issued and outstanding THMA Class A Common Shares immediately following the Effective Time.
In-the-Money
THMA units, THMA Class A Common Shares and THMA public warrants are publicly traded on the Nasdaq Stock Market (“
Nasdaq
”). We intend to apply to list the THMA Class A Common Shares and THMA public warrants on Nasdaq under the symbols “PEAR” and “PEAR.W,” respectively, upon the closing of the Merger (the “Closing
”). THMA will not have units traded following the Closing. THMA intends to change its name to “Pear Holdings Corp.” at the Effective Time. In connection with the execution of the Business Combination Agreement, THMA entered into subscription agreements (collectively, the “” and “—”
Subscription Agreements
”) with certain parties subscribing for THMA Class A Common Shares (the “Subscribers
”), pursuant to which the Subscribers have agreed to purchase, and THMA has agreed to sell to the Subscribers, an aggregate of 10,280,000 THMA Class A Common Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $102,800,000 (such purchases and sales, the “PIPE Transaction
”). In connection with the execution of the Business Combination Agreement, THMA entered into an amendment to its forward purchase agreement dated as of February 1, 2021 (as amended, the “Amended Forward Purchase Agreement
”) with KLP SPAC 1 LLC (the “Anchor Investor
”), pursuant to which the Anchor Investor has agreed to purchase, and THMA has agreed to sell to the Anchor Investor, such number of THMA Class A Common Shares equal to the sum of (x) 2,300,000 and (y) such additional THMA Class A Common Shares as the Anchor Investor may elect to purchase up to the lesser of (A) the number of Public Shares redeemed by THMA’s Public Stockholders and (B) 2,700,000, in each case, for a purchase price of $10.00 per share (such purchase and sale, the “Forward Purchase
”). The obligations to consummate the transactions contemplated by the Subscription Agreements and the transactions contemplated by the Amended Forward Purchase Agreement are each conditioned upon customary closing conditions, including the consummation of the transactions contemplated by the Business Combination Agreement, including the Merger. See “Other Agreements—Subscription Agreements
Amended Forward Purchase Agreement.
THMA will hold a special meeting of stockholders in lieu of the 2021 annual meeting of its stockholders (the “
Special Meeting
”) to consider matters relating to the proposed Merger. THMA and Pear cannot complete the Merger unless, among other things, (i) THMA’s stockholders consent to the approval of the Business Combination Agreement and the transactions contemplated thereby, including the issuance of THMA Class A Common Shares to be issued as the Merger Consideration, pursuant to the Subscription Agreements, the Amended Forward Purchase Agreement and conversion of THMA Class B Common Shares, (ii) holders of THMA Class A Common Shares consent, separately as a single class, to the amendment of THMA’s amended and restated certificate of incorporation, and (iii) Pear’s stockholders consent to adoption and approval of the Business Combination Agreement and the transactions contemplated thereby. THMA is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus. The Special Meeting will be held at a.m. prevailing Eastern Time, on , 2021, in virtual format at .
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF THMA COMMON SHARES YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the Special Meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (which would include presence at a virtual meeting) at the meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
The THMA board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that THMA stockholders vote “” each of the proposals in this proxy statement/prospectus.
FOR
This proxy statement/prospectus provides you with detailed information about the proposed Merger. It also contains or references information about THMA and Pear and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “
” section beginning on page 29 for a discussion of the material risks you should consider in evaluating the proposed Merger and how it may affect you.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THMA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Morrow Sodali LLC, THMA’s proxy solicitor, toll free at (800)
662-5200
(banks and brokers call collect at (203) 658-9400).
Sincerely,
Elon Boms
Thimble Point Acquisition Corp.
Chief Executive Officer and Chairman of the Board of Directors
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, the issuance of THMA Class A Common Shares in connection with the Merger or the other transactions described in this proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated , 2021, and is first being mailed to stockholders of THMA on or about , 2021.
THIMBLE POINT ACQUISITION CORP.
195 Church Street, 15
th
Floor New Haven, Connecticut 06510
NOTICE OF
SPECIAL MEETING IN LIEU OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON , 2021
TO THE STOCKHOLDERS OF THMA:
NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of stockholders of Thimble Point Acquisition Corp., a Delaware corporation, will be held at a.m. prevailing Eastern Time, on , 2021, in virtual format at (the “
Special Meeting
”). You are cordially invited to attend the Special Meeting, during which THMA stockholders will be asked to consider and vote upon the following proposals (the “Proposals
” and each a “Proposal
”): | 1. | The Business Combination Proposal. Business Combination Agreement ”), by and among THMA, Oz Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of THMA (“Merger Sub ”), and Pear Therapeutics, Inc., a Delaware corporation (“Pear ”), and (b) approve the transactions contemplated thereby, including the merger of Merger Sub with and into Pear, with Pear surviving the merger as a wholly-owned subsidiary of THMA (the “Merger ” and such proposal, the “Business Combination Proposal ”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. |
| 2. | The Charter Approval Proposal. Proposed Charter ”) in the form attached hereto as Annex B Charter Approval Proposal ”). |
| 3. | The Governance Proposals non-binding advisory basis, the material differences between the Proposed Charter and the Amended and Restated Certificate of Incorporation of THMA (the “Current Charter ”) as separate proposals in accordance with United States Securities and Exchange Commission (the “SEC ”) requirements (collectively, the “Governance Proposal ”). |
| 4. | The Director Election Proposal Post-Combination Company Board ”) until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the “Director Election Proposal ”). |
| 5. | The Nasdaq Proposal. Nasdaq Proposal ”). |
| 6. | The Incentive Plan Proposal. 2021 Plan ” and such proposal, the “Incentive Plan Proposal ”). |
| 7. | The Employee Stock Purchase Plan Proposal 2021 ESPP ” and such proposal, the “Employee Stock Purchase Plan Proposal ”). |
| 8. | The Adjournment Proposal. Adjournment Proposal ”). |
These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of THMA Common Shares at the close of business on , 2021 (the “
THMA Record Date
”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. Pursuant to THMA’s Current Charter, THMA will provide holders of its THMA Class A Common Shares (“ A holder of Public Shares, together with any affiliate of such holder or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of THMA. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of THMA. LJ10 LLC, a Delaware limited liability company (the “
Public Shares
”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of THMA’s initial public offering, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the trust account and not previously released to THMA to pay its taxes). For illustrative purposes, based on funds in the trust account of approximately $ on , 2021, the THMA Record Date, the estimated per share redemption price would have been approximately $ , excluding additional interest earned on the funds held in the trust account and not previously released to THMA to pay taxes. Public Stockholders (as defined herein) may elect to redeem their shares even if they vote for the Business Combination Proposal.
Sponsor
”), and THMA’s directors, officers and members of its team of advisors (the “Advisors
”) have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any THMA Common Shares they may hold. Currently, the Initial Stockholders (as defined herein) own 20% of THMA’s common stock, consisting of the Founder Shares (as defined herein). Founder Shares will be excluded from the pro rata calculation used to determine the per-share
redemption price. The Sponsor and THMA’s directors, Advisors and officers have agreed to vote any THMA Common Shares owned by them in favor of each of the proposals presented at the Special Meeting. After careful consideration, THMA’s board of directors (the “
THMA Board
”) has determined that the Merger Proposal, the Charter Approval Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are fair to and in the best interests of THMA and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposals, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, if presented. The approval of each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal, if presented, requires the affirmative vote (in person or by proxy) of the holders of a majority of the THMA Class A Common Shares and THMA Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class. The approval of the Director Election Proposal requires the affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding THMA Class A Common Shares and THMA Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class.
The approval of the Charter Approval Proposal requires the affirmative vote (in person or by proxy) of (i) the
holders of a majority of the Founder Shares then outstanding, voting separately as a single class and (ii) the holders of a majority of the THMA Class A Common Shares and THMA Class B Common Shares then outstanding and entitled to vote thereon, voting together as a single class. The parties have also agreed to condition the Charter Approval Proposal on the affirmative vote (in person or by proxy) of the holders of a majority of the THMA Class A Common Shares then outstanding and entitled to vote thereon, voting separately as a single class.
Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal (collectively, the “
Required Proposals
”) at the Special Meeting, subject to the terms of the Business Combination Agreement. The Merger is not conditioned on any of the Governance Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, as well as the Proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully. All THMA stockholders are cordially invited to attend the Special Meeting in virtual format at . THMA stockholders may attend, vote and examine the list of THMA stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your shares, please contact Morrow Sodali LLC, our proxy solicitor, toll free at (800)
662-5200
(banks and brokers call collect at (203) 658-9400).
| By Order of the Board of Directors |
| |
| Elon Boms |
| Thimble Point Acquisition Corp. Chief Executive Officer and Chairman of the Board of Directors |
, 2021
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE THMA REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THMA’s TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THMA’S SPECIAL MEETING OF STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS
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ii
ADDITIONAL INFORMATION
This document, which forms part of a Registration Statement on Form
S-4
filed with the SEC by THMA (File No. 333-257982)
(the “Registration Statement
”), constitutes a prospectus of THMA under Section 5 of the Securities Act, with respect to the THMA Class A Common Shares to be issued to Pear equityholders if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Special Meeting, at which THMA stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to THMA stockholders nor the issuance of THMA Class A Common Shares in connection with the Business Combination will create any implication to the contrary.
All information contained in this proxy statement/prospectus relating to THMA has been supplied by THMA, and all such information relating to Pear has been supplied by Pear. Information provided by one another does not constitute any representation, estimate or projection of the other.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
THMA files reports and other information with the SEC as required by the Exchange Act. You may access information on THMA at the SEC website containing reports and other information at: http://www.sec.gov.
If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination, you should contact via phone or in writing:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800)
662-5200
Banks and brokers call (203)
658-9400
Email: THMA.info@investor.morrowsodali.com
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Special Meeting or no later than , 2021.
iii
MARKET AND INDUSTRY DATA
Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and THMA’s and Pear’s internal estimates and research. While we believe these third-party sources to be reliable as of the date of this proxy statement/prospectus, we have not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. Notwithstanding the foregoing, we are liable for such information provided in this proxy statement/prospectus.
TRADEMARKS
This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the
®
or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. iv
SELECTED DEFINITIONS AND BASIS OF PRESENTATION
As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to the following capitalized terms have the meanings set forth below:
“
Amended Forward Purchase Agreement
” means the Forward Purchase Agreement, as amended from time to time, including by the Amendment to Forward Purchase Agreement. “
Amended Forward Purchase Units
” means the units to be issued to the Anchor Investor pursuant to the Amended Forward Purchase Agreement, consisting solely of Forward Purchase Shares. “
Amendment to Forward Purchase Agreement
” means the Amendment to Forward Purchase Agreement, dated as of June 21, 2021, by and between THMA and the Anchor Investor. “
Anchor Investor
” means KLP SPAC 1 LLC, a Delaware limited liability company affiliated with the Pritzker Vlock Family Office, with which THMA has entered into the Amended Forward Purchase Agreement. “
Ancillary Agreements
” means the Registration Rights Agreement, the Sponsor Agreement, the Subscription Agreements, the Pear Stockholder Support Agreements, the Lock-Up
Agreements, the letter of transmittal to be delivered to Pear stockholders in connection with the Merger and the other agreements, documents, instruments contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby. “
Closing Date
” means the date on which the Closing occurs. “
Code
” means the Internal Revenue Code of 1986, as amended. “
Continental
” means Continental Stock Transfer & Trust Company, as THMA’s transfer agent. “
Current Charter
” means the Amended and Restated Certificate of Incorporation of THMA. “
DGCL
” means the Delaware General Corporation Law, as may be amended from time to time. “
Exchange Act
” means the Securities Exchange Act of 1934, as amended. “
Forward Purchase Agreement
” means the Forward Purchase Agreement, dated as of February 1, 2021, by and between THMA and the Anchor Investor. “
Forward Purchase Shares
” means the THMA Class A Common Shares to be sold to the Anchor Investor pursuant to the Forward Purchase Agreement. “
Forward Purchase Warrants
” means the warrants to purchase THMA Class A Common Shares to be sold to the Anchor Investor pursuant to the Forward Purchase Agreement (for the avoidance of doubt, prior to the execution of the Amendment to Forward Purchase Agreement). “
Founder Shares
” means THMA Class B Common Shares and THMA Class A Common Shares issued upon the automatic conversion thereof at the time of THMA’s initial business combination as provided herein. “
GAAP
” means the generally accepted accounting principles in the United States, as applied on a consistent basis. “
HSR Act
” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976. v
“
Initial Public Offering
” means the initial public offering of THMA, which closed on February 4, 2021. “
Initial Stockholders
” means holders of the THMA’s Founder Shares prior to the Business Combination. “
Investment Company Act
” means the Investment Company Act of 1940, as amended. “
Merger Sub
” means Oz Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of THMA. “
Original Forward Purchase Units
” means the units to be issued to the Anchor Investor pursuant to the Forward Purchase Agreement (for the avoidance of doubt, prior to the execution of the Amendment to Forward Purchase Agreement), consisting of one Forward Purchase Share and one-third
of one Forward Purchase Warrant. “
Pear
” means Pear Therapeutics, Inc., a Delaware corporation. “
Pear Common Shares
” means the Common Stock, par value $0.0001 per share, of Pear. “
Pear Preferred Shares
” means, collectively, the Pear Series A Preferred Shares, Pear Series B Preferred Shares, Pear Series C Preferred Shares, Pear Series D-1
Preferred Shares and Pear Series D-2
Preferred Shares. “
Pear Series A Preferred Shares
” means the Series A Preferred Stock, par value $0.0001 per share, of Pear. “
Pear Series B Preferred Shares
” means the Series B Preferred Stock, par value $0.0001 per share, of Pear. “
Pear Series C Preferred Shares
” means the Series C Preferred Stock, par value $0.0001 per share, of Pear. “
Pear Series
” means the Series D-1
Preferred SharesD-1
Preferred Stock, par value $0.0001 per share, of Pear. “
Pear Series
” means the Series D-2
Preferred SharesD-2
Preferred Stock, par value $0.0001 per share, of Pear. “
Pear Shares
” means, collectively, the Pear Common Shares and the Pear Preferred Shares. “
Post-Combination Company
” means THMA following the consummation of the Business Combination, which will be renamed “Pear Holdings Corp.” at the Effective Time. “
Pritzker Vlock Family Office
” means the PV Family Office LLC, a Delaware limited liability company affiliated with the Anchor Investor. “
Private Placement Warrants
” means the warrants issued to the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering. “
Public Shares
” means THMA Class A Common Shares sold as part of the units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market). “
Public Stockholders
” means the holders of Public Shares, including the Sponsor and THMA’s management team to the extent the Sponsor and/or members of such management team purchase Public Shares; provided that the Sponsor’s and each member of such management team’s status as a “Public Stockholder” will only exist with respect to such Public Shares. “
Public Warrants
” means the warrants sold as part of the units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market). vi
“
SEC
” means the U.S. Securities and Exchange Commission. “
Securities Act
” means the Securities Act of 1933, as amended. “
THMA
” means Thimble Point Acquisition Corp., a Delaware corporation. “
THMA Class
A Common Shares
” means the Class A common stock, par value $0.0001 per share, of THMA. “
THMA Class
B Common Shares
” means the Class B common stock, par value $0.0001 per share, of THMA. “
Trust Account
” means the trust account established by THMA for the benefit of its stockholders at Continental Stock Transfer & Trust Company. Unless otherwise specified, the voting and economic interests of the Post-Combination Company’s stockholders set forth in this proxy statement/prospectus assume the following:
| • | No Public Shares are redeemed. |
| • | There are no other issuances of equity interests of THMA not described in this proxy statement/prospectus. |
| • | All Pear Vested In-the-Money |
| • | 10,280,000 THMA Class A Common Shares are issued to the Subscribers in the PIPE Transaction. |
| • | 2,300,000 THMA Class A Common Shares are issued to the Anchor Investor in the Forward Purchase. |
| • | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 71.2% of the total THMA Class A Common Shares outstanding. |
| • | None of THMA’s Initial Stockholders, Pear’s equityholders, the Subscribers or the Anchor Investor purchase THMA Class A Common Shares in the open market. |
Further, unless otherwise specified, the voting and economic interests of the Post-Combination Company’s stockholders set forth in this proxy statement/prospectus do not take into account the (i) Earn Out Shares or (ii) the Private Placement Warrants or Public Warrants, which will remain outstanding following the Business Combination and may be exercised at a later date. The scenario described in this paragraph and above is referred to as the no redemption scenario.
Certain sections in this proxy statement/prospectus also refer to a maximum redemption scenario. Unless otherwise specified, that scenario assumes for illustrative purposes that all of the assumptions described above apply, except that 19,139,018 THMA Class A Common Shares are redeemed (representing the estimated maximum number of THMA Class A Common Shares that may be redeemed without resulting in the failure to satisfy the Minimum Cash Condition (as defined under “”)), resulting in an aggregate payment of approximately $191.4 million from the Trust Account. For more information, see “.”
The Business Combination Agreement—Conditions to the Business Combination
Unaudited Pro Forma Condensed Combined Financial Statements
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QUESTIONS AND ANSWERS
The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting in lieu of the 2021 annual meeting and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to THMA stockholders. You are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
Q: |
WHAT IS THE BUSINESS COMBINATION? |
| A: | THMA, Merger Sub, a wholly-owned subsidiary of THMA, and Pear have entered into the Business Combination Agreement, pursuant to which Merger Sub will merge with and into Pear, with Pear surviving the Merger as a wholly-owned subsidiary of THMA. In connection with the Closing of the Merger, THMA will be renamed “Pear Holdings Corp.” |
THMA will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting. See ” beginning on page 274. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as . We urge you to read carefully this proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.
“The Business Combination Agreement
Annex A
YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.
Q: |
WHY AM I RECEIVING THIS DOCUMENT? |
| A: | THMA is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their THMA Common Shares with respect to the matters to be considered at the Special Meeting. The Business Combination cannot be completed unless THMA’s stockholders approve the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal set forth in this proxy statement/prospectus. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus. This document constitutes a proxy statement of THMA and a prospectus of THMA. It is a proxy statement because the THMA Board is soliciting proxies from THMA stockholders using this proxy statement/prospectus. It is a prospectus because THMA, in connection with the Business Combination, is offering THMA Class A Common Shares in exchange for the Pear Shares outstanding at the Effective Time. See “ The Business Combination Agreement—Merger Consideration Other Agreements—The Subscription Agreements Other Agreements—The Amended Forward Purchase Agreement |
Q: |
WHAT WILL PEAR STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION? |
| A. | In connection with the Business Combination, (i) holders of Pear Common Shares, Pear Preferred Shares and Pear Vested In-the-Money —Earn Out Consideration |
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The Earn Out Shares are payable in three equal tranches of 4,131,875 shares, each tied to a separate earn out milestone. The Earn Out Shares will be allocated pro rata to holders of Pear Common Shares and Pear Preferred Shares (on an as-converted basis) immediately prior to the consummation of the Business Combination as set forth in the Consideration Schedule (as defined below) which shall be delivered by Pear to THMA at least two Business Days prior to the Closing. Neither holders of Pear Vested In-the-Money Options nor holders of Pear Warrants immediately prior to the Effective Time will be eligible to receive Earn Out Shares. The following table sets forth an estimate of (x) the Per Share Upfront Consideration expected to be allocated to holders of Pear Common Shares, Pear Preferred Shares, Pear Vested In-the-Money Options and Pear Warrants and (y) the allocation of the Earn Out Shares among the holders of Pear Common Shares and Pear Preferred Shares, each based on the assumption that, since the execution of the Business Combination Agreement, Pear has not issued any additional equity (including pursuant to the exercise of options, warrants or other securities exchangeable or exercisable for equity of Pear).
Per Share Upfront Consideration |
Earn Out Shares | |||
| Holders of Pear Common Shares |
17,165,000 | 1,882,943 | ||
| Holders of Pear Preferred Shares |
95,808,000 | 10,511,682 | ||
| Holders of Pear Vested-In-the-Money |
1,230,000 | None | ||
| Holders of Pear Warrants |
5,797,000 | None | ||
| TOTAL |
120,000,000 | 12,395,625 | ||
Under the terms of the Business Combination Agreement, at the Effective Time:
| (i) | Each Pear Common Share 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 and (y) the contingent right to receive Earn Out Shares as set forth in a Consideration Schedule. The “Per Share Upfront Consideration” is equal to such number of THMA Class A Common 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 Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
| (ii) | Each Pear Preferred Share 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 a Consideration Schedule. |
| (iii) | Each Pear In-the-Money “in-the-money” as-converted basis. |
| (iv) | Each Pear Warrant will be converted into a warrant to acquire a number of THMA Class A Common 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 number of THMA Class A Common Shares to be issued to Pear equityholders in respect of their Pear Common Shares and their Pear Preferred Shares, together with the number of THMA Class A Common Shares that will underlie the Rollover Options issued to holders of Pear Vested Options, will be equal to 120,000,000.
In-the-Money
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Assuming that (a) no holders of THMA Class A Common Shares elect to have their Public Shares redeemed, (b) there are no other issuances of equity interests of THMA, (c) no Earn Out Shares are issued and (d) all Pear Vested Options remain unexercised as of immediately prior to the Effective Time, (i) the total number of THMA Class A Common Shares to be issued to Pear equityholders at the Effective Time is approximately 113,040,552, (ii) Pear equityholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 71.2% of the issued and outstanding THMA Class A Common Shares immediately following the Effective Time and (iii) THMA stockholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 20% of the issued and outstanding THMA Class A Common Shares immediately following the Effective Time.
In-the-Money
Q: |
WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED? |
| A: | It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for , 2021; however, such meeting could be adjourned, as described herein. Neither THMA nor Pear can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. THMA must first obtain the approval of its stockholders for the Required Proposals set forth in this proxy statement/prospectus for their approval, Pear must first obtain the written consent of its stockholders for the Merger and THMA and Pear must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “ The Business Combination Agreement—Conditions to the Business Combination |
Q: |
HOW WILL THMA BE MANAGED AND GOVERNED FOLLOWING THE BUSINESS COMBINATION? |
| A: | THMA does not currently have any management-level employees other than Elon S. Boms, our Chief Executive Officer and Chairman, Steven J. Benson, our Chief Operating Officer, and Joseph Iannotta, our Chief Financial Officer. Following the Closing, the Company’s executive officers are expected to be the current management team of Pear. See “ Management of the Post-Combination Company Following the Business Combination |
THMA is, and after the Closing will continue to be, managed by its board of directors. Following the Closing, the size of our board of directors will be seven directors and will consist of Corey McCann, Nancy Schlichting, Andrew Schwab, Zach Lynch, Jorge Gomez, Kirthiga Reddy and Alison Bauerlein. Following the Closing, we expect that a majority of the directors will be independent under applicable Nasdaq listing rules. See the section entitled “” for more information.
Management of the Post-Combination Company Following the Business Combination
Q: |
WILL THMA OBTAIN NEW FINANCING IN CONNECTION WITH THE BUSINESS COMBINATION? |
| A: | In connection with the execution of the Business Combination Agreement, THMA entered into the Subscription Agreements with the Subscribers pursuant to which the Subscribers have agreed to purchase, and THMA has agreed to sell to the Subscribers, an aggregate of 10,280,000 THMA Class A Common Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $102,800,000. In connection with the execution of the Business Combination Agreement, THMA entered into the Amendment to Forward Purchase Agreement with the Anchor Investor. Pursuant to the Amended Forward Purchase Agreement, the Anchor Investor has agreed to purchase, and THMA has agreed to sell to the Anchor Investor, such number of THMA Class A Common Shares equal to the sum of (x) 2,300,000 and (y) such additional THMA Class A Common Shares as the Anchor Investor may elect to purchase up to the lesser of (A) the number of Public Shares redeemed by THMA’s Public Stockholders and (B) 2,700,000, for a purchase price of $10.00 per share. |
x
The obligations to consummate the transactions contemplated by the Subscription Agreements and the transactions contemplated by the Amended Forward Purchase Agreement are each conditioned upon customary closing conditions, including the consummation of the transactions contemplated by the Business Combination Agreement, including the Merger. See “” and “.”
Other Agreements—Subscription Agreements
—Amended Forward Purchase Agreement
Assuming that no Public Shares are redeemed by THMA’s Public Stockholders, if the 12,580,000 THMA Class A Common Shares to be issued to the Subscribers and the Anchor Investor concurrently with the consummation of the Business Combination were currently outstanding, such shares would have an aggregate market value of $124,542,000 based upon the closing price of $9.90 per Public Share on Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.
Q: |
WHAT EQUITY STAKE WILL CURRENT THMA STOCKHOLDERS, THE INITIAL STOCKHOLDERS, THE SUBSCRIBERS AND THE PEAR STOCKHOLDERS HOLD IN THE POST-COMBINATION COMPANY FOLLOWING THE CLOSING? |
| A: | As of immediately following the Closing, (i) assuming no Public Shares are redeemed, (ii) assuming there are no other issuances of equity interests of THMA, (iii) without taking into account any THMA warrants that will remain outstanding immediately following the Closing and may be exercised at a later date or the Earn Out Shares and (iv) assuming that all Pear Vested In-the-Money |
| • | Current THMA Public Stockholders will own 27,600,000 THMA Class A Common Shares, representing approximately 17.4% of the total THMA Class A Common Shares outstanding; |
| • | The Initial Stockholders will own 5,630,400 vested THMA Class A Common Shares (without taking into account an additional 1,269,600 THMA Class A Common Shares subject to vesting requirements pursuant to the Sponsor Agreement), representing approximately 3.5% of the total THMA Class A Common Shares outstanding; |
| • | The Subscribers will own 10,280,000 THMA Class A Common Shares, representing approximately 6.5% of the total THMA Class A Common Shares outstanding; |
| • | The Anchor Investor will own 2,300,000 THMA Class A Common Shares, representing approximately 1.4% of the total THMA Class A Common Shares outstanding; and |
| • | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 71.2% of the total THMA Class A Common Shares outstanding. |
As of immediately following the Closing, (i) 19,139,018 THMA Class A Common Shares are redeemed (representing the estimated maximum number of THMA Class A Common Shares that may be redeemed without resulting in the failure to satisfy the Minimum Cash Condition (as defined under “”)), (ii) assuming there are no other issuances of equity interests of THMA, (iii) without taking into account any THMA warrants that will remain outstanding immediately following the Closing and may be exercised at a later date or the Earn Out Shares and (iv) assuming that all Pear Vested Options remain unexercised as of immediately prior to the Effective Time, the expected beneficial ownership of the Post-Combination Company will be as follows:
The Business Combination Agreement—Conditions to the Business Combination
In-the-Money
| • | Current THMA Public Stockholders will own 8,460,982 THMA Class A Common Shares, representing approximately 6.1% of the total THMA Class A Common Shares outstanding; |
| • | The Initial Stockholders will own 5,630,400 vested THMA Class A Common Shares (without taking into account an additional 1,269,600 THMA Class A Common Shares subject to vesting requirements pursuant to the Sponsor Agreement), representing approximately 4.0% of the total THMA Class A Common Shares outstanding; |
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| • | The Subscribers will own 10,280,000 THMA Class A Common Shares, representing approximately 7.4% of the total THMA Class A Common Shares outstanding; |
| • | The Anchor Investor will own 2,300,000 THMA Class A Common Shares, representing approximately 1.6% of the total THMA Class A Common Shares outstanding; and |
| • | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 80.9% of the total THMA Class A Common Shares outstanding. |
For more information, see “.”
Unaudited Pro Forma Condensed Combined Financial Information
Q: |
FOLLOWING THE BUSINESS COMBINATION, WILL THMA’S SECURITIES CONTINUE TO TRADE ON A STOCK EXCHANGE? |
| A: | Yes. Upon the Closing, we intend to change our name from “Thimble Point Acquisition Corp.” to “Pear Holdings Corp.” and our THMA Class A Common Shares and Public Warrants are expected to trade under the symbols “PEAR” and “PEAR.W,” respectively, following the Closing. |
QUESTIONS AND ANSWERS ABOUT THMA’S SPECIAL STOCKHOLDER MEETING
Q: |
WHEN AND WHERE IS THE SPECIAL MEETING? |
| A: | The Special Meeting will be held at a.m. prevailing Eastern Time, on , 2021, in virtual format. THMA stockholders may attend, vote and examine the list of THMA stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically |
Q: |
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY? |
| A: | The stockholders of THMA are being asked to vote on the following: |
| • | A proposal to adopt the Business Combination Agreement and the transactions contemplated thereby. See the section entitled “ Proposal No. 1—The Business Combination Proposal |
| • | A proposal to adopt the Proposed Charter in the form attached hereto as Annex B Proposal No. 2—The Charter Approval Proposal |
| • | A proposal with respect to certain governance provisions in the Proposed Charter, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis. See the section entitled “Proposal No. 3—The Governance Proposals |
| • | A proposal to elect seven directors to serve on the Post-Combination Company Board until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified. See the section entitled “ Proposal No. 4—The Director Election Proposal |
| • | A proposal to approve, for purposes of complying with applicable Nasdaq listing rules: (i) the issuance of THMA Class A Common Shares to the Pear equityholders pursuant to the Business Combination Agreement; (ii) the issuance of THMA Class A Common Shares pursuant to the Subscription Agreements; (iii) the issuance of THMA Class A Common Shares pursuant to the Amended Forward Purchase Agreement; and (iv) the issuance of THMA Class A Common Shares pursuant to the conversion of THMA Class B Common Shares. See the section entitled “ Proposal No. 5—The Nasdaq Proposal |
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| • | A proposal to approve and adopt the 2021 Plan. See the section entitled “ Proposal No. 6—The Incentive Plan Proposal |
| • | A proposal to approve and adopt the 2021 ESPP. See the section entitled “ Proposal No. 7—The Employee Stock Purchase Plan Proposal |
| • | A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal. See the section entitled “ Proposal No. 8—The Adjournment Proposal |
THMA will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Merger and the other matters to be acted upon at the Special Meeting.
Stockholders should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.
Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.
The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Q: |
WHO IS PEAR? |
| A: | Pear is a commercial-stage healthcare company pioneering a new class of software-based medicines, sometimes referred to as Prescription Digital Therapeutics (“ PDTs ”), which use software to treat diseases directly. Pear’s vision is to advance healthcare through the widespread use of PDTs, and to be the one-stop shop for PDTs offered both by Pear and by other organizations that may choose to host their products on our commercial platform. See “Information About Pear |
Q: |
WHY IS THMA PROPOSING THE BUSINESS COMBINATION? |
| A: | THMA was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On February 4, 2021, THMA completed its Initial Public Offering and, thereafter, THMA’s activity has been limited to the search for a target for its initial business combination. |
Based on its due diligence investigations of Pear and the industry in which it operates, including the financial and other information provided by Pear in the course of their negotiations in connection with the Business Combination Agreement, the THMA Board believes that the Merger with Pear is advisable and in the best interests of THMA and its stockholders. See the section entitled “”
The Merger—Recommendation of the THMA Board of Directors and Reasons for the Merger.
Q: |
DID THE THMA BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION? |
| A: | The THMA Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Merger with Pear. The directors, Advisors and officers of THMA have |
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| substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of THMA’s financial advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Merger with Pear. In addition, THMA’s directors, Advisors and officers, together with THMA’s financial advisors and consultants, have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the THMA Board in valuing Pear’s business. |
Q: |
WHY IS THMA PROVIDING STOCKHOLDERS WITH THE OPPORTUNITY TO VOTE ON THE BUSINESS COMBINATION? |
| A: | We are seeking approval of the Business Combination for purposes of complying with applicable Nasdaq listing rules requiring stockholder approval of issuances of more than 20% of a listed company’s issued and outstanding common stock. In addition, pursuant to the Current Charter, we must provide all Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the consummation of an initial business combination (as defined in our Current Charter) either in conjunction with a tender offer or in conjunction with a stockholder vote to approve such initial business combination. If we submit the proposed initial business combination to the stockholders for their approval, our Current Charter requires us to conduct a redemption offer in conjunction with the proxy solicitation (and not in conjunction with a tender offer) pursuant to the applicable SEC proxy solicitation rules. |
Q: |
DO PEAR’S STOCKHOLDERS NEED TO APPROVE THE BUSINESS COMBINATION? |
| A: | Yes. Immediately following the execution of the Business Combination Agreement, certain equityholders of Pear representing the requisite votes necessary to approve the Merger (such stockholders, the “ Supporting Pear Equityholders ”) entered into company stockholder support agreements (the “Pear Stockholder Support Agreements ”) with THMA and Pear, pursuant to which each Supporting Pear Equityholder agreed to, among other things, (a) vote all of its Pear Common Shares and Pear Preferred Shares (or any securities convertible into or exercisable or exchangeable for Pear Common Shares and Pear Preferred Shares) in favor of the approval and adoption of the Business Combination Agreement, the Ancillary Agreements to which Pear is or will be a party and the transactions contemplated thereby (including the Merger) and (b) be bound by certain other covenants and agreements related to the Merger. Also, immediately following the execution of the Business Combination Agreement, certain of the Supporting Pear Equityholders entered into stockholder lock-up agreements (the “Lock-Up AgreementsOther Agreements—Pear Stockholder Support Agreements —Pear Lock-Up Agreements |
The shares of Pear capital stock that are owned by the Supporting Pear Equityholders and subject to the Pear Stockholder Support Agreements represent (i) approximately 78.0% of the outstanding Pear Common Shares and Pear Preferred Shares (on an
as-converted
basis, together as a single class), (ii) approximately 80.6% of the outstanding Pear Preferred Shares (on an as-converted
basis, together as a single class), (iii) approximately 93.3% of the outstanding Pear Series A Preferred Shares, (iv) approximately 82.4% of the outstanding Pear Series B Preferred Shares, (v) approximately 68.3% of the outstanding Pear Series C Preferred Shares, and (vi) approximately 73.4% of the outstanding Pear Series D-1
Preferred Shares and Pear Series D-2
Preferred Shares (on an as-converted
basis, together as a single class), in each case, as of July 2, 2021. The execution and delivery of written consents by all of the Supporting Pear Equityholders will constitute the Pear stockholder approval at the time of such delivery. Additionally, the Supporting Pear Equityholders have agreed to waive any appraisal rights (including under Section 262 of the DGCL) with respect to the Merger and any rights to dissent with respect to the Merger. xiv
Q: |
DO I HAVE REDEMPTION RIGHTS? |
| A: | If you are a holder of Public Shares, you have the right to demand that THMA redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the Initial Public Offering, as of two business days prior to the consummation of the Merger (including interest earned on the funds held in the Trust Account and not previously released to THMA to pay taxes) upon the Closing (“ redemption rights ”). |
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of THMA. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of THMA.
Under THMA’s Current Charter, the Merger may be consummated only if THMA has at least $5,000,001 of net tangible assets after payment of cash to all Public Stockholders that properly demand redemption of their Public Shares for cash.
Q: |
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS? |
| A: | No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Merger may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemptions by Public Stockholders. |
Q: |
HOW DO I EXERCISE MY REDEMPTION RIGHTS? |
| A: | If you are a Public Stockholder and wish to exercise your redemption rights, you must demand that THMA redeem your Public Shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your Public Shares to Continental, THMA’s transfer agent, physically or electronically using The Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system. See “ THMA’s Special Meeting of Stockholders—Redemption Rights |
Any Public Stockholder will be entitled to demand that such holder’s Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $ or $ per share, as of , 2021, the THMA Record Date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to THMA to pay its taxes, will be paid promptly upon consummation of the Merger. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of THMA’s Public Stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the
per-share
distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights. Any request for redemption, once made by a Public Stockholder, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your Public Shares for redemption to THMA’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that THMA’s transfer agent return the Public Shares (physically or electronically).
If a Public Stockholder properly makes a request for redemption and the Public Shares are delivered as described to THMA’s transfer agent as described herein, then, if the Merger is consummated, THMA will
xv
redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as a THMA stockholder (other than the right to receive the redemption amount) upon consummation of the Merger.
For a discussion of the material U.S. federal income tax consequences for holders of Public Shares with respect to the exercise of these redemption rights, see “.”
Material U.S. Federal Income Tax Consequences—Material Tax Consequences of a Redemption of Public Shares
Q: |
DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION? |
| A: | No. Neither THMA stockholders nor its Unit or Public Warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled “ THMA’s Special Meeting of Stockholders— Appraisal Rights. |
Q: |
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION? |
| A: | A total of $276,000,000 in net proceeds of the Initial Public Offering and the amount raised from the private sale of warrants simultaneously with the consummation of the Initial Public Offering was placed in the Trust Account following the Initial Public Offering. After the consummation of the Merger, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger (including aggregate fees of $9,660,000 as deferred underwriting commissions) and for the Post-Combination Company’s working capital and general corporate purposes. |
Q: |
WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED? |
| A: | If the Business Combination is not consummated, Pear will not become a wholly owned subsidiary of THMA and Pear equityholders will not receive any consideration for their shares of Pear capital stock or options. See “ The Business Combination Agreement—Termination Risk Factors |
Further, THMA would search for another target business with which to complete a business combination. If THMA does not complete the Merger with Pear or another target business by May 4, 2023 (the “
Combination Window
”), THMA must redeem 100% of the outstanding Public Shares, at a per-share
price, payable in cash, equal to the amount then held in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to THMA to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares. The Initial Stockholders have no redemption rights in the event a business combination is not effected in the Combination Window, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to outstanding THMA warrants. Accordingly, the THMA warrants will expire and be worthless. Q: |
HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS? |
| A: | The Initial Stockholders, including the Sponsor, are entitled to vote an aggregate of 20% of the outstanding THMA Common Shares and have agreed to vote any THMA Common Shares held by them as of the THMA Record Date in favor of each of the proposals presented at the Special Meeting. |
Q: |
WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING? |
| A: | A majority of the voting power of the issued and outstanding common stock of THMA entitled to vote at the Special Meeting must be present, in person (which would include presence at a virtual meeting) or |
xvi
| represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own 20% of the issued and outstanding THMA Common Shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the THMA Record Date for the Special Meeting, THMA Common Shares would be required to achieve a quorum. |
Q: |
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING? |
| A: | The Business Combination Proposal: non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. THMA stockholders must approve the Business Combination Proposal in order for the Merger to occur. |
The Charter Approval Proposal:
non-vote
with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST
The Governance Proposals:
non-vote
with regard to any of the Governance Proposals, will have no effect on the Governance Proposals. The Merger is not conditioned on the approval of any of the Governance Proposals. If the Business Combination Proposal is not approved, the Governance Proposals will not be presented to the stockholders for a vote. The Director Election Proposal:
non-vote
with regard to the Director Election Proposal, will have no effect on the election of directors. The Merger is conditioned on the approval of the Director Election Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Director Election Proposal will not be presented to the stockholders for a vote. The Nasdaq Proposal:
xvii
thereon at the Special Meeting, voting together as a single class, is required to approve the Nasdaq Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the Nasdaq Proposal, will have no effect on the Nasdaq Proposal. The Merger is conditioned on the approval of the Nasdaq Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Nasdaq Proposal will not be presented to the stockholders for a vote. The Incentive Plan Proposal:
non-vote
with regard to the Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The Merger is conditioned on the approval of the Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Incentive Plan Proposal will not be presented to the stockholders for a vote. The Employee Stock Purchase Plan Proposal:
non-vote
with regard to the Employee Stock Purchase Plan Proposal, will have no effect on the Employee Stock Purchase Plan Proposal. The Merger is conditioned on the approval of the Employee Stock Purchase Plan Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Employee Stock Purchase Plan Proposal will not be presented to the stockholders for a vote. The Adjournment Proposal:
non-vote
with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Merger is not conditioned on the approval of the Adjournment Proposal. As further discussed in the section entitled “” beginning on page 292 of this proxy statement/prospectus, the Sponsor and THMA’s directors, Advisor and officers have entered into a Sponsor Agreement with THMA and Pear, a copy of which is attached as to this proxy statement/prospectus, pursuant to which the Sponsor and such directors, Advisors and officers have agreed to vote their Founder Shares, representing 20% of the aggregate voting power of the THMA Common Shares, in favor of each of the Proposals presented at the Special Meeting.
Other Agreements—Sponsor Agreement
Annex E
Q: |
DO ANY OF THMA’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF THMA STOCKHOLDERS? |
| A: | Certain of THMA’s executive officers and certain non-employee directors may have interests in the Merger that may be different from, or in addition to, the interests of THMA stockholders generally. |
These interests include, among others:
| • | If the Business Combination with Pear or another business combination is not consummated within the Combination Window, THMA will cease all operations except for the purpose of winding up, |
xviii
| redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the THMA Board, dissolving and liquidating. In such event, the 6,900,000 Founder Shares held by THMA’s Initial Stockholders, including 180,000 Founder Shares held by THMA’s independent directors and 180,000 Founder Shares held by THMA’s Advisors, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, would be worthless because THMA’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The Founder Shares held by the Sponsor had an aggregate market value of $64,746,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s independent directors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s Advisors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
| • | The Sponsor purchased an aggregate of 5,013,333 Private Placement Warrants from THMA for an aggregate purchase price of $7,520,000 (or $1.50 per warrant). These purchases took place in a private placement simultaneously with the consummation of the Initial Public Offering. A portion of the proceeds THMA received from these purchases were placed in the Trust Account. The Private Placement Warrants had an aggregate market value of $4,562,133 based upon the closing price of $0.91 per public warrant on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Private Placement Warrants would become worthless if THMA does not consummate a business combination within the Combination Window. |
| • | Following the Closing, THMA will continue to indemnify THMA’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy. |
| • | No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket out-of-pocket |
| • | Our Chief Executive Officer and director, Elon Boms, is a Managing Director of the Pritzker Vlock Family Office and a manager of the Anchor Investor. Our Chief Operating Officer and director, Steven Benson is a Venture Partner with the Pritzker Vlock Family Office. Our Chief Financial Officer, Joseph Iannotta is the Controller of the Pritzker Vlock Family Office. Messrs Boms, Benson and Iannotta have led and assisted in, respectively, the evaluation of our business combination targets, including Pear, and the negotiation of our Business Combination with Pear. |
| • | The Anchor Investor, an affiliate of the Pritzker Vlock Family Office, has entered into the Amended Forward Purchase Agreement with us, pursuant to which the Anchor Investor has agreed to purchase 2,300,000 THMA Class A Common Shares for a purchase price of $10.00 per share and at an aggregate purchase price of $23,000,000 (which amount may be increased under certain circumstances as described under “ Other Agreements—Sponsor Agreement |
| • | An entity affiliated with the Pritzker Vlock Family Office holds an indirect economic interest in the Sponsor and the Anchor Investor. |
| • | The Sponsor and THMA’s directors, Advisors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by them if THMA fails to complete the Business Combination during the Combination Window (as defined |
xix
| below). See “ Information about THMA—Redemption of Public Shares and Liquidation if no Business Combination |
| • | If the Trust Account is liquidated, including in the event THMA is unable to complete the Business Combination by February 4, 2023, our Sponsor has agreed to indemnify THMA to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share. Our Sponsor and THMA’s directors and officers will be relieved of this obligation upon the completion of the Business Combination and therefore may be incentivized to complete the Business Combination with Pear rather than liquidate even if (i) Pear is a less favorable target company as compared to other potential target companies or (ii) the terms of the Business Combination are less favorable to stockholders than the liquidation of the Trust Account. See “ Risk Factors—THMA directors and officers may have interests in the Business Combination different from the interests of THMA stockholders. |
The THMA Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination be approved by the stockholders of THMA. See ” beginning on page 265 of this proxy statement/prospectus.
“The Business Combination—Interests of THMA’s Directors and Officers in the Business Combination
Q: |
WHAT DO I NEED TO DO NOW? |
| A: | THMA urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes attached hereto and the other documents referred to herein, and to consider how the Merger will affect you as a stockholder and/or warrant holder of THMA. Stockholders should consult, and rely solely upon, their respective tax and/or financial advisor for assistance on how the Merger may affect their individual situation. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. |
Q: |
WHAT HAPPENS IF I SELL MY THMA CLASS A COMMON SHARES BEFORE THE SPECIAL MEETING? |
| A: | The THMA Record Date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your THMA Class A Common Shares after the THMA Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your THMA Class A Common Shares because you will no longer be able to tender them prior to the Special Meeting in accordance with the provisions described herein. If you transferred your THMA Class A Common Shares prior to the THMA Record Date, you have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account. |
Q: |
HOW DO I VOTE? |
| A: | If you are a holder of record of THMA Common Shares on the THMA Record Date, you may vote in person (which would include presence at a virtual meeting) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee. |
xx
Q: |
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME? |
| A: | If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to THMA or by voting in person (which would include presence at a virtual meeting) at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. |
Under the rules of the Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be
“non-routine”
without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine”
matters. Broker non-votes
occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power. If you are a THMA stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal. Such broker ” the Charter Approval Proposal, but will have no effect on the vote count for such other proposals.
non-votes
will be the equivalent of a vote “AGAINST
Q: |
WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE? |
| A: | For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote. |
If you are a THMA stockholder that attends the Special Meeting virtually and fails to vote on the Charter Approval Proposal, your failure to vote will have the same effect as a vote “” such proposal.
AGAINST
If you are a THMA stockholder that attends the Special Meeting virtually and fails to vote on the Business Combination Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal, your failure to vote will have no effect on the Business Combination Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal, as applicable.
Q: |
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE? |
| A: | If you sign and return your proxy card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted “ FOR |
Q: |
MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD? |
| A: | Yes. You may change your vote at any time before your proxy is exercised by doing any one of the following: |
| • | send another proxy card with a later date; |
xxi
| • | notify THMA’s secretary in writing before the Special Meeting that you have revoked your proxy; or |
| • | attend the Special Meeting and vote electronically by visiting and entering the control number found on your proxy card, instruction form or notice you previously received. |
If you are a stockholder of record of THMA and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to , and it must be received at any time before the vote is taken at the THMA Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail or online or by telephone, not later than on , or by voting online at the THMA Special Meeting. Simply attending the THMA Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your THMA Common Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
Q: |
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING? |
| A: | If you fail to take any action with respect to the Special Meeting and the Merger is approved by stockholders and consummated, you will become a stockholder of the Post-Combination Company. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Merger is not approved, you will continue to be a stockholder and/or warrant holder of THMA while THMA searches for another target business with which to complete a business combination. |
Q: |
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS? |
| A: | Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your THMA shares. |
Q: |
WHO CAN HELP ANSWER MY QUESTIONS? |
| A: | If you have questions about the Merger or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800)
662-5200
Banks and brokers call (203)
658-9400
Email: THMA.info@investor.morrowsodali.com
xxii
You may also obtain additional information about THMA from documents filed with the SEC by following the instructions in the section entitled “” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to THMA’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Where You Can Find More Information.
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com
xxiii
SUMMARY
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.
The Business Combination Agreement and the Business Combination (pages 234 and 259)
The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.
Annex A
If the Business Combination Agreement is approved and adopted and the Business Combination is subsequently completed, Merger Sub will merge with and into Pear with Pear surviving the Merger as a wholly-owned subsidiary of THMA.
Merger Consideration (page 259)
In connection with the Business Combination, (i) holders of Pear Common Shares, Pear Preferred Shares and Pear Vested Options will receive aggregate upfront consideration of $1,200,000,000, payable in an aggregate of 120,000,000 THMA Class A Common Shares at a price of $10.00 per share and (ii) holders of Pear Common Shares and Pear Preferred Shares will receive the contingent right to receive up to 12,395,625 Earn Out Shares. The Earn Out Shares are payable in three equal tranches of 4,131,875 shares, each tied to a separate earn out milestone. The Earn Out Shares will be allocated pro rata to holders of Pear Common Shares and Pear Preferred Shares (on an as-converted basis) immediately prior to the consummation of the Business Combination as set forth in the Consideration Schedule (as defined below) which shall be delivered by Pear to THMA at least two Business Days prior to the Closing. Neither holders of Pear Vested In-the-Money Options nor holders of Pear Warrants immediately prior to the Effective Time will be eligible to receive Earn Out Shares. The following table sets forth an estimate of (x) the Per Share Upfront Consideration expected to be allocated to holders of Pear Common Shares, Pear Preferred Shares, Pear Vested In-the-Money Options and Pear Warrants and (y) the allocation of the Earn Out Shares among the holders of Pear Common Shares and Pear Preferred Shares, each based on the assumption that, since the execution of the Business Combination Agreement, Pear has not issued any additional equity (including pursuant to the exercise of options, warrants or other securities exchangeable or exercisable for equity of Pear).
In-the-Money
Per Share Upfront Consideration |
Earn Out Shares | |||
| Holders of Pear Common Shares |
17,165,000 | 1,882,943 | ||
| Holders of Pear Preferred Shares |
95,808,000 | 10,511,682 | ||
| Holders of Pear Vested-In-the-Money |
1,230,000 | None | ||
| Holders of Pear Warrants |
5,797,000 | None | ||
| TOTAL |
120,000,000 | 12,395,625 | ||
Under the terms of the Business Combination Agreement, at the Effective Time:
| (i) | Each Pear Common Share 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 and (y) the contingent right to receive |
1
| Earn Out Shares as set forth in a Consideration Schedule (as defined below). The “Per Share Upfront Consideration” is equal to such number of THMA Class A Common 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 Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
| (ii) | Each Pear Preferred Share 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 a Consideration Schedule. |
| (iii) | Each Pear In-the-Money “in-the-money” as-converted basis. |
| (iv) | Each Pear Warrant will be converted into a warrant to acquire a number of THMA Class A Common 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 number of THMA Class A Common Shares to be issued to Pear stockholders in respect of their Pear Common Shares and their Pear Preferred Shares, together with the number of THMA Class A Common Shares that will underlie the Rollover Options issued to holders of Pear Vested Options, will be equal to 120,000,000.
In-the-Money
Assuming that (a) no holders of THMA Class A Common Shares elect to have their Public Shares redeemed, (b) there are no other issuances of equity interests of THMA, (c) no Earn Out Shares are issued and (d) all Pear Vested Options remain unexercised as of immediately prior to the Effective Time, (i) the total number of THMA Class A Common Shares to be issued to Pear equityholders at the Effective Time is approximately 113,040,552, (ii) Pear equityholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 71.2% of the issued and outstanding THMA Class A Common Shares immediately following the Effective Time and (iii) THMA stockholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 20% of the issued and outstanding THMA Class A Common Shares immediately following the Effective Time.
In-the-Money
Earn Out Consideration
Fractional Shares.
2
THMA Class A Common Shares that otherwise would be received by such holder) will instead have the number of THMA Class A Common Shares issued to such person rounded down in the aggregate to the nearest whole THMA Class A Common Share, and will be entitled to receive cash, without interest, rounded to the nearest cent, equal to the product of (a) the amount of the fractional share interest in a THMA Class A Common Share to which such holder otherwise would have been entitled
multiplied
by (b) $10.00. Ownership of the Post-Combination Company
As of the date of this proxy statement/prospectus, there are THMA Common Shares issued and outstanding, including THMA Class A Common Shares and 6,900,000 THMA Class B Common Shares, each of which will be converted into one THMA Class A Common Share at the Closing. As of the date of this proxy statement/prospectus, there are an aggregate of Public Warrants outstanding. Each Public Warrant entitles the holder thereof to purchase one THMA Class A Common Share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming no redemptions), assuming that (i) each THMA Class B Common Share is converted into one THMA Class A Common Share and (ii) each outstanding Public Warrant is exercised and one THMA Class A Common Share is issued as a result of such exercise, the THMA fully-diluted stock capital would consist of THMA Class A Common Shares.
As of immediately following the Closing, (i) assuming no Public Shares are redeemed, (ii) assuming there are no other issuances of equity interests of THMA, (iii) without taking into account any THMA warrants that will remain outstanding immediately following the Closing and may be exercised at a later date or the Earn Out Shares and (iv) assuming that all Pear Vested Options remain unexercised as of immediately prior to the Effective Time, the expected beneficial ownership of the Post-Combination Company will be as follows:
In-the-Money
| • | Current THMA Public Stockholders will own 27,600,000 THMA Class A Common Shares, representing approximately 17.4% of the total THMA Class A Common Shares outstanding; |
| • | The Initial Stockholders will own 5,630,400 vested THMA Class A Common Shares (without taking into account an additional 1,269,600 THMA Class A Common Shares subject to vesting requirements pursuant to the Sponsor Agreement), representing approximately 3.5% of the total THMA Class A Common Shares outstanding; |
| • | The Subscribers will own 10,280,000 THMA Class A Common Shares, representing approximately 6.5% of the total THMA Class A Common Shares outstanding; |
| • | The Anchor Investor will own 2,300,000 THMA Class A Common Shares, representing approximately 1.4% of the total THMA Class A Common Shares outstanding; and |
| • | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 71.2% of the total THMA Class A Common Shares outstanding. |
As of immediately following the Closing, (i) 19,139,018 THMA Class A Common Shares are redeemed (representing the estimated maximum number of THMA Class A Common Shares that may be redeemed without resulting in the failure to satisfy the Minimum Cash Condition (as defined under “”)), (ii) assuming there are no other issuances of equity interests of THMA, (iii) without taking into account any THMA warrants that will remain outstanding immediately following the Closing and may be exercised at a later date or the Earn Out Shares and (iv) assuming that all Pear Vested Options remain unexercised as of immediately prior to the Effective Time, the expected beneficial ownership of the Post-Combination Company will be as follows:
The Business Combination Agreement—Conditions to the Business Combination
In-the-Money
| • | Current THMA Public Stockholders will own 8,460,982 THMA Class A Common Shares, representing approximately 6.1% of the total THMA Class A Common Shares outstanding; |
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| • | The Initial Stockholders will own 5,630,400 vested THMA Class A Common Shares (without taking into account an additional 1,269,600 THMA Class A Common Shares subject to vesting requirements pursuant to the Sponsor Agreement), representing approximately 4.0% of the total THMA Class A Common Shares outstanding; |
| • | The Subscribers will own 10,280,000 THMA Class A Common Shares, representing approximately 7.4% of the total THMA Class A Common Shares outstanding; |
| • | The Anchor Investor will own 2,300,000 THMA Class A Common Shares, representing approximately 1.6% of the total THMA Class A Common Shares outstanding; and |
| • | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 80.9% of the total THMA Class A Common Shares outstanding. |
Please see the section entitled “” for further information.
Unaudited Pro Forma Condensed Combined Financial Information
Recommendation of the THMA Board of Directors (page
255
)
The THMA Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of THMA and its stockholders and has directed that the Proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The THMA Board unanimously recommends that THMA’s stockholders vote the Business Combination Proposal,the Charter Approval Proposal,the Governance Proposals,the Director Election Proposal,the Nasdaq Proposal,the Incentive Plan Proposal,the Employee Stock Purchase Plan Proposal andthe Adjournment Proposal, if presented. See “” beginning on page 255.
“FOR”
“FOR”
“FOR”
“FOR”
“FOR”
“FOR”
“FOR”
“FOR”
The Business Combination—Recommendation of the THMA Board of Directors and Reasons for the Business Combination
THMA’s Special Meeting of Stockholders (page
94
)
The Special Meeting in lieu of the 2021 annual meeting of stockholders of THMA will be held on , 2021, at a.m., prevailing Eastern time, in virtual format at . At the Special Meeting, THMA stockholders will be asked to vote on the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal.
Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned THMA Common Shares at the close of business on , 2021, which is the record date for the Special Meeting. Stockholders are entitled to one vote for each THMA Common Share owned at the close of business on the THMA Record Date. If stockholders’ shares are held in “street name” or are in a margin or similar account, stockholders should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the THMA Record Date, there were THMA Common Shares outstanding, of which were Public Shares and 6,900,000 were Founder Shares.
A quorum of THMA stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of capital stock of THMA entitled to
4
vote at the Special Meeting as of the THMA Record Date is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker
non-votes
will be counted as present for the purpose of determining a quorum. The Initial Stockholders, who currently own 20% of the issued and outstanding THMA Common Shares, will count towards this quorum. As of the THMA Record Date, THMA Common Shares would be required to achieve a quorum. THMA has entered the Sponsor Agreement with the Sponsor and THMA’s directors and Advisors, pursuant to which each agreed to vote any THMA Common Shares owned by them in favor of each of the Proposals presented at the Special Meeting. The Proposals presented at the Special Meeting will require the following votes:
The approval of each of the Business Combination Proposal, the Governance Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal, if presented, requires the affirmative vote (in person or by proxy) of the holders of a majority of the THMA Class A Common Shares and THMA Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to each of the Business Combination Proposal, the Governance Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal, if presented, will have no effect on the Business Combination Proposal, the Governance Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal. The approval of the Charter Approval Proposal requires the affirmative vote (in person or by proxy) of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class and (ii) the holders of a majority of the THMA Class A Common Shares and THMA Class B Common Shares then outstanding and entitled to vote thereon, voting together as a single class. The parties have also agreed to condition the Charter Approval Proposal on the affirmative vote (in person or by proxy) of the holders of a majority of the THMA Class A Common Shares then outstanding and entitled to vote thereon, voting separately as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker ” such proposal.
non-vote
with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST
Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. This means that the seven director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to election of directors, will have no effect on the election of directors. Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal at the Special Meeting, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.
5
THMA’s Directors and Executive Officers Have Financial Interests in the Business Combination (page 265)
Certain of THMA’s executive officers and certain
non-employee
directors may have interests in the Merger that may be different from, or in addition to, the interests of THMA stockholders generally. These interests include, among other things: | • | If the Business Combination with Pear or another business combination is not consummated within the Combination Window, THMA will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the THMA Board, dissolving and liquidating. In such event, the 6,900,000 Founder Shares held by THMA’s Initial Stockholders, including 180,000 Founder Shares held by THMA’s independent directors and 180,000 Founder Shares held by THMA’s Advisors, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, would be worthless because THMA’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The Founder Shares held by the Sponsor had an aggregate market value of $64,746,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s independent directors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s Advisors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
| • | The Sponsor purchased an aggregate of 5,013,333 Private Placement Warrants from THMA for an aggregate purchase price of $7,520,000 (or $1.50 per warrant). These purchases took place in a private placement simultaneously with the consummation of the Initial Public Offering. A portion of the proceeds THMA received from these purchases were placed in the Trust Account. The Private Placement Warrants had an aggregate market value of $4,562,133 based upon the closing price of $0.91 per public warrant on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Private Placement Warrants would become worthless if THMA does not consummate a business combination within the Combination Window. |
| • | Following the Closing, THMA will continue to indemnify THMA’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy. |
| • | No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket out-of-pocket |
| • | Our Chief Executive Officer and director, Elon Boms, is a Managing Director of the Pritzker Vlock Family Office and a manager of the Anchor Investor. Our Chief Operating Officer and director, Steven Benson is a Venture Partner with the Pritzker Vlock Family Office. Our Chief Financial Officer, Joseph Iannotta is the Controller of the Pritzker Vlock Family Office. Messrs Boms, Benson and Iannotta have led and assisted in, respectively, the evaluation of our business combination targets, including Pear, and the negotiation of our Business Combination with Pear. |
6
| • | The Anchor Investor, an affiliate of the Pritzker Vlock Family Office, has entered into the Amended Forward Purchase Agreement with us, pursuant to which the Anchor Investor has agreed to purchase 2,300,000 THMA Class A Common Shares for a purchase price of $10.00 per share and at an aggregate purchase price of $23,000,000 (which amount may be increased under certain circumstances as described under “ Other Agreements—Sponsor Agreement |
| • | An entity affiliated with the Pritzker Vlock Family Office holds an indirect economic interest in the Sponsor and the Anchor Investor. |
| • | The Sponsor and THMA’s directors, Advisors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by them if THMA fails to complete the Business Combination during the Combination Window (as defined below). See “ Information about THMA—Redemption of Public Shares and Liquidation if no Business Combination |
The THMA Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to THMA’s stockholders that they vote to approve the Business Combination. For a detailed discussion of the special interests that THMA’s directors and executive officers may have in the Business Combination, please see the section entitled “” beginning on page 265.
The Business Combination—Interests of THMA’s Directors and Executive Officers in the Business Combination
Pear’s Directors and Executive Officers Have Financial Interests in the Business Combination (page 269)
Certain of Pear’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Pear stockholders. The Pear board of directors was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination. For a detailed discussion of the special interests that Pear’s directors and executive officers may have in the Business Combination, please see the section entitled “” beginning on page 269.
The Business Combination—Interests of Pear’s Directors and Executive Officers in the Business Combination
Regulatory Approvals Required for the Business Combination (page 271)
Completion of the Business Combination is subject to approval under the HSR Act. Each of Pear and THMA has agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by the Business Combination Agreement and to obtain, file with or deliver to, as applicable, any notice, authorization, qualification, registration, filing, notification, waiver, order, consent, permit or approval of any governmental entity or other person necessary, proper or advisable to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Agreements.
THMA and Pear filed Notification and Report Forms with the Antitrust Division and the FTC on July 2, 2021, and the 30-day waiting period expired at 11:59 p.m., New York City time, on August 5, 2021. The regulatory approvals to which completion of the Business Combination is subject are described in more detail in the section entitled “” beginning on page 271.
Regulatory Approvals Required for the Business Combination
Appraisal Rights (page
334
)
Holders of THMA Common Shares are not entitled to appraisal rights in connection with the Business Combination under Delaware law.
7
Conditions to the Business Combination (page 287)
Conditions to Each Party’s Obligations.
| • | the applicable waiting period (and any extensions thereof) under the HSR Act relating to the transactions contemplated by the Business Combination Agreement will have expired or been terminated; |
| • | no governmental order or law issued by any court or other governmental entity restraining, prohibiting or making illegal the consummation of the transactions contemplated by the Business Combination Agreement will be pending or in effect; |
| • | the registration statement of which this proxy statement/prospectus forms a part will have become effective under the Securities Act, no stop order suspending the effectiveness of the registration statement will have been issued by the SEC and remain in effect and no proceedings seeking such a stop order will have been threatened or initiated by the SEC and remain pending; |
| • | after giving effect to the transactions contemplated by the Business Combination Agreement, THMA will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time; |
| • | the requisite approval by THMA stockholders of the Required Proposals will have been obtained; and |
| • | the requisite approval of Pear stockholders of the Business Combination will have been obtained. |
Conditions to Obligations of THMA and Merger Sub.
| • | each of the representations and warranties of Pear related to organization, good standing and qualification, corporate authority, approval and fairness, absence of certain changes since December 31, 2020 and brokers and finders must be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date); |
| • | the representations and warranties of Pear related to Pear’s capital structure must be true and correct, except for de minimis inaccuracies, as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); |
| • | all other representations and warranties of Pear must be true and correct (without giving effect to any limitation as to “materiality” or “Pear Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Pear Material Adverse Effect; |
| • | Pear will have performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
8
| • | since the date of the Business Combination Agreement, no Pear Material Adverse Effect has occurred; and |
| • | Pear must have delivered a certificate duly executed by an authorized officer of Pear, dated as of the Closing Date, to the effect that the first five conditions in this list are satisfied, in a form and substance reasonably satisfactory to THMA, and copies of the Registration Rights Agreement duly executed by Pear’s stockholders. |
Conditions to Obligations of Pear.
| • | THMA must have cash at the Closing (including cash contained in the Trust Account, plus other cash and cash equivalents of THMA, plus the cash proceeds delivered to THMA in connection with the consummation of the PIPE Transaction and the Forward Purchase, less the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Public Shares, less the repayment of the $1.0 million THMA’s Promissory note - related party and any unpaid expenses of THMA in connection with the transactions contemplated by the Business Combination Agreement) of no less than $200 million; |
| • | each of the representations and warranties of THMA and Merger Sub related to organization, good standing and qualification, corporate authority and approval and brokers and finders must be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date); |
| • | the representations and warranties of THMA and Merger Sub related to THMA’s capital structure must be true and correct, except for de minimis de minimis |
| • | all other representations and warranties of THMA and Merger Sub must be true and correct (without giving effect to any limitation as to “materiality” or “THMA Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a THMA Material Adverse Effect; |
| • | THMA and Merger Sub will have performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
| • | the THMA Class A Common Shares to be issued in connection with the Business Combination must have been approved for listing on the Nasdaq; |
| • | the Proposed Charter and the Proposed Bylaws will have been duly adopted by THMA’s stockholders; |
| • | the Post-Combination Company Board will consist of seven directors and be comprised of certain individuals determined in accordance with the Business Combination Agreement; and |
| • | THMA must have delivered a certificate duly executed by an authorized officer of THMA, dated as of the Closing Date, to the effect that the second, third, fourth and fifth conditions in this list are satisfied, in a form and substance reasonably satisfactory to Pear and copies of the Registration Rights Agreement duly executed by THMA and the Sponsor. |
9
No Solicitation (page
266
)
Pear
Pear Acquisition Proposal
”), (ii) furnish or disclose any non-public
information to any person in connection with, or that would reasonably be expected to lead to, a Pear Acquisition Proposal, (iii) enter into any contract or other arrangement or understanding regarding a Pear Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any equity securities of Pear or its subsidiaries or (v) otherwise cooperate in any way, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the items set forth above. THMA
THMA Acquisition Proposal
”), (ii) furnish or disclose any non-public
information to any person in connection with, or that would reasonably be expected to lead to, a THMA Acquisition Proposal, (iii) enter into any contract or other arrangement or understanding regarding a THMA Acquisition Proposal, (iv) prepare or take any steps in connection with an offering of any securities of THMA or its subsidiaries or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the items set forth above. Termination (page 273)
The Business Combination Agreement may be terminated at any time prior to the Closing, whether before or after adoption of the Business Combination Agreement by Pear’s stockholders or approval of the Required Proposals.
Mutual Termination Rights
The Business Combination Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Closing:
| • | by written consent of THMA and Pear; |
| • | by either Pear or THMA, if the Merger is not consummated by December 21, 2021 or, in the event that the registration statement of which this proxy statement/prospectus forms a part has not become effective by November 11, 2021 and all other conditions to the consummation of the Merger have been satisfied (other than (x) the Effective Registration Statement Condition, the THMA Stockholder Approval Condition, the Nasdaq Listing Condition, the Post-Combination Charter and Bylaws Condition and the Post-Combination Company Board Condition and (y) those conditions that by their nature are to be satisfied at the Closing), March 21, 2022; provided that the right to terminate the |
10
| Business Combination Agreement as described in this bullet point will not be available to THMA or Pear if THMA’s or Pear’s, as applicable, breach of any of its covenants or obligations under the Business Combination Agreement has proximately caused the failure of a condition to the consummation of the Merger; |
| • | by either Pear or THMA, if any governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Business Combination Agreement and such order or other action has become final and nonappealable; provided, that the right to terminate the Business Combination Agreement as described in this paragraph will not be available to any party that has materially breached its obligations under the Business Combination Agreement in any manner that proximately contributed to such order becoming final and non-appealable; or |
| • | by either Pear or THMA, if a special meeting of THMA’s stockholders has been held (including any adjournment or postponement thereof) and has concluded, and THMA’s stockholders have duly voted on the Required Proposals and did not approve all of the Required Proposals. |
Pear Termination Rights
The Business Combination Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Closing if any of the representations or warranties of THMA and Merger Sub are not true and correct or if THMA or Merger Sub has failed to perform any covenant or agreement set forth in the Business Combination Agreement such that the conditions described in the second, third, fourth and fifth bullet points under the heading “” could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, cannot be cured or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is delivered to THMA by Pear and (ii) the Termination Date; provided, however, that the right to terminate the Business Combination Agreement described in this paragraph will not be available to Pear if it is then in breach of the Business Combination Agreement so as to prevent any of the conditions described in the first four bullet points under the heading “” from being satisfied.
—Conditions to the Business Combination—Conditions to the Obligations of Pear
—Conditions to the Business Combination—Conditions to the Obligations of THMA and Merger Sub
THMA Termination Rights
The Business Combination Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Closing if:
| • | any of the representations or warranties of Pear are not true and correct or if Pear has failed to perform any covenant or agreement set forth in the Business Combination Agreement such that the conditions described in the first four bullet points under the heading “ —Conditions to the Business Combination—Conditions to the Obligations of THMA and Merger —Conditions to the Business Combination—Conditions to the Obligations of Pear |
| • | Pear does not deliver a written consent approving and adopting the Business Combination Agreement and the transactions contemplated thereby that is duly executed by Pear’s stockholders holding at least |
11
| the requisite number of issued and outstanding Pear Common Shares and Pear Preferred Shares required to approve and adopt such matters in accordance with the DGCL and Pear’s organizational documents. |
Effect of Termination
In the event of termination of the Business Combination Agreement pursuant to the termination provisions described above, the Business Combination Agreement will become void with no liability on the part of any party, except that (a) such termination will affect any liability on the part of any party for any willful breach of any covenant or agreement set forth in the Business Combination Agreement prior to its termination or for fraud and (b) certain provisions, including those relating to waiver of claims by Pear against the Trust Account, will survive the termination of the Business Combination Agreement.
None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Business Combination Agreement.
Other Agreements (page 276)
Sponsor Agreement
In connection with the execution of the Business Combination Agreement and pursuant to the terms of a Sponsor Agreement entered into among Pear, THMA, the Sponsor and THMA’s directors, Advisors and officers, a copy of which is attached to this proxy statement/prospectus as , the Sponsor and THMA’s directors, Advisors and officers have agreed to vote any Public Shares and Founder Shares held by them in favor of each of the Proposals presented at the Special Meeting. As of the date of this proxy statement/prospectus, the Sponsor, THMA’s directors, Advisors and officers and their permitted transferees own at least 20% of the outstanding THMA Common Shares entitled to vote thereon. The quorum and voting thresholds at the Special Meeting and the Sponsor Agreement may make it more likely that THMA will consummate the Business Combination. In addition, pursuant to the terms of the Sponsor Agreement, the Sponsor and THMA’s directors, Advisors and officers have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a business combination, have agreed not to transfer any Public Shares and Founder Shares held by them for a certain period of time following the Business Combination, and have agreed to subject the Founder Shares held by the Sponsor as of the Closing to certain performance-based vesting provisions. See “.”
Annex E
Other Agreements—Sponsor Agreement
Pear Stockholder Support Agreements
Immediately following the execution of the Business Combination Agreement, certain equityholders of Pear representing the requisite votes necessary to approve the Merger entered into Pear Stockholder Support Agreements with THMA and Pear, pursuant to which each Supporting Pear Equityholder agreed to, among other things, (a) vote all of its Pear Common Shares and Pear Preferred Shares (or any securities convertible into or exercisable or exchangeable for Pear Common Shares and Pear Preferred Shares) in favor of the approval and adoption of the Business Combination Agreement, the Ancillary Agreements to which Pear is or will be a party and the transactions contemplated thereby (including the Merger) and (b) be bound by certain other covenants and agreements related to the Merger. See “.”
Other Agreements—Pear Stockholder Support Agreements
Pear
Lock-Up
Agreements Immediately following the execution of the Business Combination Agreement, certain of the Supporting Pear Equityholders entered into the
Lock-Up
Agreements with THMA, pursuant to which, among other things, 12
each Supporting Pear Equityholder agreed not to sell or otherwise dispose of any THMA Class A Common Shares or any other equity securities of THMA convertible into or exercisable or exchangeable for THMA Class A Common Shares held by any of them for a period of 180 days after the Closing Date other than pursuant to certain exceptions described therein. See “.”
Other Agreements—Pear Stockholder Support Agreements
Subscription Agreements
In connection with the execution of the Business Combination Agreement, THMA entered into Subscription Agreements with the Subscribers pursuant to which the Subscribers have agreed to purchase, and THMA has agreed to sell to the Subscribers, an aggregate of 10,280,000 shares of THMA Class A Common Shares, for a purchase price of $10.00 per share and at an aggregate purchase price of $102,800,000. The PIPE Transaction is expected to close immediately prior to the closing of the Business Combination on the Closing Date. The consummation of the PIPE Transaction is contingent upon, among other customary closing conditions, the satisfaction or waiver of all conditions precedent to the closing of the Business Combination set forth in the Business Combination Agreement and the substantially concurrent consummation of the Business Combination. See “”
Other Agreements—Subscription Agreements.
If the 10,280,000 THMA Class A Common Shares to be issued to the Subscribers simultaneously with the consummation of the Business Combination were currently outstanding, such shares would have an aggregate market value of $101,772,000 based upon the closing price of $9.90 per Public Share on the Nasdaq on September 3, 2021 the most recent practicable date prior to the date of this proxy statement/prospectus.
Registration Rights Agreement
The Business Combination Agreement contemplates that, at the Closing, THMA, the Sponsor, certain stockholders of THMA and certain former stockholders of Pear will enter into an Amended and Restated Registration Rights Agreement, a copy of which is attached to this proxy statement/prospectus as , pursuant to which, among other things, the Sponsor, the other THMA stockholders party thereto and the Pear stockholders party thereto (i) will agree not to effect any sale or distribution of any of their equity securities of THMA for a period of 180 days after the Closing Date other than pursuant to certain exceptions described therein and (ii) will be granted certain registration rights with respect to their THMA Class A Common Shares. See “”
Annex D
Other Agreements—Registration Rights Agreement.
Proposed Charter Amendment
Pursuant to the terms of the Business Combination Agreement, in connection with the consummation of the Business Combination, THMA will amend the Current Charter to (a) increase the number of authorized shares of THMA’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (i) 220,000,000 THMA Class A Common Shares and 20,000,000 shares of THMA Class B Common Shares, and (ii) 1,000,000 shares of preferred stock, to 700,000,000 shares, consisting of (i) 690,000,000 THMA Class A Common Shares and (ii) 10,000,000 shares of preferred stock, (b) eliminate certain provisions in its Current Charter relating to the Class B common stock, the initial business combination and other matters relating to THMA’s status as a blank-check company that will no longer be applicable to THMA following the Closing, and (c) approve and adopt any other changes contained in the Proposed Charter. In addition, THMA will amend the Current Charter to change its name to “Pear Holdings Corp.”
For more information, see the section entitled “.”
Proposal Number
2—The Charter Approval Proposal
13
Amended and Restated Bylaws
Pursuant to the terms of the Business Combination Agreement, in connection with the consummation of the Business Combination, THMA will amend and restate its bylaws to be in the form of attached hereto as (the “
Annex C
Proposed Bylaws
”). THMA Nasdaq Listing
The THMA Class A Common Shares are listed on Nasdaq under the symbol “THMA.” Following the Business Combination, the Class A common stock of the Post-Combination Company (including the Class A common stock issuable in the Business Combination) will be listed on Nasdaq under the symbol “PEAR.”
Comparison of Stockholders’ Rights (page
301
)
Following the Business Combination, the rights of Pear stockholders who become stockholders of the Post-Combination Company in the Business Combination will no longer be governed by Pear’s charter and Pear’s bylaws and instead will be governed by the Proposed Charter and the Proposed Bylaws. See “” beginning on page 301.
Comparison of Stockholders’ Rights
Summary Risk Factors
You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “” beginning on page 29. Some of these risks that relate to Pear include, but are not limited to:
Risk Factors
Risks relating to Pear’s business and industry, including that:
| • | The failure of Pear’s prescription digital therapeutics to achieve and maintain market acceptance and adoption by patients and physicians would cause Pear’s business, financial condition and results of operation to be materially and adversely affected. |
| • | The insurance coverage and reimbursement status of novel products, such as prescription digital therapeutics, is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for Pear’s products would substantially impair Pear’s ability to generate revenue. |
| • | The market for prescription digital therapeutics is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change, which makes it difficult to forecast demand for Pear’s products. As a result, all projections included herein are subject to change. |
| • | Pear’s future depends on the continued contributions of its senior management team and its ability to attract and retain other highly qualified personnel; in particular, Corey McCann, its President and Chief Executive Officer, and Christopher Guiffre, its Chief Financial Officer and Chief Operating Officer, are critical to its future vision and strategic direction. |
| • | Pear’s products are made available via the Apple Store and the Google Play Store and supported by third-party infrastructure. If Pear’s ability to access those markets or access necessary third-party infrastructure was stopped or otherwise restricted or limited, it would materially and adversely affect Pear’s business. |
| • | Pear faces competition and new products may emerge that provide different or better alternatives for treatment of the conditions that Pear’s products are authorized to treat. Many of its current and future competitors have or will have significantly more resources. |
14
Risks relating to Pear’s financial position, including that:
| • | Pear has a history of significant losses, anticipates increasing expenses in the future, and may not be able to achieve or maintain profitability. |
| • | Due to the resources required for the development of Pear’s pipeline, and depending on its ability to access capital, Pear will have to prioritize the development of certain product candidates over others. Pear may fail to expend its limited resources on product candidates that may have been more profitable or for which there is a greater likelihood of success, which would cause Pear’s business, financial condition and results of operations to be materially and adversely affected. |
| • | Pear will need substantial additional funding, and if it is unable to raise capital when needed or on terms favorable to Pear, Pear’s business, financial condition and results of operation could be materially and adversely affected. |
Risks relating to Pear’s intellectual property and technology, including that:
| • | Limitations on Pear’s ability to maintain or obtain patent protection and/or the patent rights relating to Pear’s products and product candidates may limit Pear’s ability to prevent third parties from competing against Pear. |
| • | Pear is party to and may, in the future, enter into collaborations, in-licensing arrangements, joint ventures, or strategic alliances with third parties that may not result in the development of commercially viable products or the generation of significant or any future revenues. |
| • | Pear in-licenses patents and content from third parties to develop its products and product candidates. If Pear had a dispute with a third-party licensor, it could materially and adversely affect Pear’s ability to commercialize the product or product candidate affected by the dispute. |
Risks relating to Pear’s products, including that:
| • | If Pear is not able to develop and release new products, or successful enhancements, new features and modifications to Pear’s existing products, Pear’s business, financial condition and results of operations could be materially and adversely affected. |
| • | Clinical trials of any of Pear’s products or product candidates may fail to produce results necessary to support regulatory clearance or authorization. |
| • | Interim, “topline” and preliminary data from clinical trials of Pear’s products or product candidates may change as more patient data becomes available and are subject to confirmation, audit, and verification procedures that could result in material changes in the final data. |
Risks relating to Pear’s regulatory compliance and legal matters, including that:
| • | Pear operates in a highly regulated industry and is subject to a wide range of federal, state and local laws, rules and regulations, including U.S. Food and Drug Administration (“ FDA ”) regulatory requirements and laws pertaining to fraud and abuse in healthcare, that affect nearly all aspects of our operations. Failure to comply with these laws, rules and regulations, or to obtain and maintain required licenses, could subject Pear to enforcement actions, including substantial civil and criminal penalties, and might require Pear to recall or withdraw a product from the market or cease operations. Any of the foregoing could materially and adversely affect its business, financial condition and results of operations. |
| • | Pear is subject to data privacy and security laws and regulations governing Pear’s collection, use, disclosure, or storage of personally identifiable information, including protected health information and |
15
| payment card data, which may impose restrictions on Pear and Pear’s operations. Any actual or perceived noncompliance with such laws and regulations may result in penalties, regulatory action, loss of business or unfavorable publicity. |
| • | Security breaches, ransomware attacks and other disruptions to Pear’s information technology structure could compromise Pear’s information, disrupt its business and expose Pear to significant liability, which would cause Pear’s business and reputation to suffer and it may be unable to maintain and scale the technology underlying its offerings. |
| • | Pear’s commercialization efforts to date have focused almost exclusively on the U.S. Pear’s ability to enter other foreign markets will depend, among other things, on its ability to navigate various regulatory regimes with which it does not have experience, which could delay or prevent the growth of Pear’s operations outside of the U.S. |
| • | The regulatory framework for digital health products is constantly evolving. Increasingly stringent regulatory requirements could create barriers to Pear’s development and introduction of new products. Conversely, in the event that regulatory requirements are lowered, competitors could potentially enter the prescription digital therapeutic market and compete against the Company more easily. Either of the foregoing could materially harm the Company’s business. |
| • | Pear’s products may face competition from digital health products that are marketed without regulatory clearance, authorization, or approval. Regulators have broad discretion in determining whether to enforce regulatory requirements, and may decide not to remove uncleared or unapproved products that compete with Pear’s products, which could materially and adversely impact Pear’s business. |
| • | Premarket clearances, authorizations, and approvals for new or significantly modified devices could be denied or significantly delayed. |
Risks relating to Pear’s financial reporting, including that:
| • | If Pear fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report our financial results or prevent fraud. As a result, investors may lose confidence in the accuracy of its financial reports, which would harm our business and the trading price of our common stock. Pear’s management will be required to evaluate the effectiveness of its internal control over financial reporting. |
| • | Pear’s management has identified certain internal control deficiencies, which constitute material weaknesses. If it fails to maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. |
Material U.S. Federal Income Tax Consequences (page 280)
For a discussion summarizing the material U.S. federal income tax consequences of the exercise of Redemption Rights, please see “.”
Material U.S. Federal Income Tax Considerations
Information about THMA (page 121)
THMA is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The THMA Class A Common Shares, Units and Public Warrants are currently listed on Nasdaq under the symbols “THMA”, “THMA.U” and “THMA.W,” respectively. The mailing address of THMA’s principal executive office is 195 Church Street, 15th Floor, New Haven, Connecticut 06510 and the telephone number of THMA’s principal executive office is (203)
680-8543.
16
Information about Pear (page 150)
Pear is a commercial-stage healthcare company pioneering a new class of software-based medicines, sometimes referred to as Prescription Digital Therapeutics, which use software to treat diseases directly. PDTs are software applications authorized by FDA that are intended to treat disease. PDTs are designed to be prescribed by clinicians, reimbursed by third-party payors, and used by patients to improve clinical outcomes as part of a patient’s care, similar to FDA approved medications and medical devices. PDTs are authorized to deliver evidence-based mechanisms-of-action, such as cognitive behavioral therapy, contingency management, and exposure therapy, that the patient engages with on their mobile device and may be used alone or in combination with medications. The value of Pear’s FDA-authorized PDTs is supported by evidence demonstrating safety and clinical effectiveness in randomized control trials, and collected data on PDT usage and clinical outcomes in real-world data, and health economic value. Our vision is to advance healthcare through the widespread use of PDTs, and to be the .”
one-stop
shop for PDTs offered both by Pear and by other organizations that may choose to host their products on our commercial platform. See “Information About Pear
Pear is a privately-held Delaware corporation. The mailing address of Pear’s principal executive office is 200 State Street, Boston, Massachusetts 02109 and the telephone number of Pear’s principal executive office is (617)
932-7108.
17
SUMMARY HISTORICAL FINANCIAL DATA FOR THMA
The summary selected historical statements of operations data of THMA for the period from December 1, 2020 (inception) through December 31, 2020 and the balance sheet data as of December 31, 2020 are derived from THMA’s audited annual financial statements included elsewhere in this proxy statement/prospectus. The summary selected historical condensed statements of operations data of THMA for the six months ended June 30, 2021 and the condensed balance sheet data as of June 30, 2021 are derived from THMA’s unaudited interim financial statements included elsewhere in this proxy statement/prospectus. You should read the following summary financial information in conjunction with the section entitled “” and THMA’s financial statements and related notes appearing elsewhere in this proxy statement/prospectus.
THMA Management’s Discussion and Analysis of Financial Condition and Results of Operations
We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception through June 30, 2021 were organizational activities and those necessary to complete our Initial Public Offering and identifying a target company for a business combination. We do not expect to generate any operating revenue until after the consummation of the Business Combination.
Six Months Ended June 30, 2021 (Unaudited) |
Period from December 1, 2020 (inception) through December 31, 2020 (Audited) |
|||||||
| Condensed Statement of Operations: |
||||||||
| Operating and formation costs |
$ | 2,974,830 | $ | 2,177 | ||||
| |
|
|
|
|||||
| Loss from operations |
(2,974,830 | ) | (2,177 | ) | ||||
| |
|
|
|
|||||
| Other income: |
||||||||
| Interest earned on marketable securities held in Trust Account |
15,739 | — | ||||||
| Change in fair value of warrants |
(4,406,133 | ) | — | |||||
| Change in fair value of promissory note |
|
11,600 |
|
— | ||||
| Unrealized gain on marketable securities held in Trust Account |
4,595 | — | ||||||
| |
|
|
|
|||||
| Other expense, net |
(4,374,199 | ) | — | |||||
| |
|
|
|
|||||
| Loss before (provision for) benefit from income taxes |
(7,349,029 | ) | — | |||||
| (Provision for) benefit from income taxes |
— | — | ||||||
| Net loss |
$ | (7,349,029 | ) | — | ||||
| |
|
|
|
|||||
| Basic and diluted weighted average shares outstanding, THMA Class A common stock subject to possible redemption |
27,600,000 | — | ||||||
| |
|
|
|
|||||
| Basic and diluted net loss per share, THMA Class A common stock subject to possible redemption |
$ | 0.00 | $ | 0.00 | ||||
| |
|
|
|
|||||
| Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
6,725,967 | 6,000,000 | ||||||
| Basic and diluted net loss per share, Non-redeemable common stock |
$ | (1.09 | ) | $ | — | |||
| |
|
|
|
|||||
June 30, 2021 (Unaudited) |
December 31, 2020 (Audited) |
|||||||
| Balance Sheet Data: |
||||||||
| Cash |
$ | 1,345,945 | $ | — | ||||
| Total Assets |
277,782,674 | 310,450 | ||||||
| Total Liabilities |
33,250,310 | 287,627 | ||||||
| THMA Class A common stock subject to possible redemption 27,600,000 shares at June 30, 2021 (at redemption value of $10 per share) |
276,000,000 | — | ||||||
| Total Stockholders’ (Deficit) Equity |
(31,467,636 | ) | 22,823 | |||||
18
SUMMARY HISTORICAL FINANCIAL DATA FOR PEAR
The following selected historical consolidated financial information for Pear set forth below should be read in conjunction with “” and Pear’s historical consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus.
Pear’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
The selected historical consolidated financial information presented below for the years ended December 31, 2020 and 2019 have been derived from Pear’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.
The selected financial data as of June 30, 2021, and for the six months ended June 30, 2021 and 2020 have been derived from Pear’s unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The unaudited financial data presented have been prepared on a basis consistent with Pear’s audited consolidated financial statements. In the opinion of Pear’s management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.
Six Months Ended June 30, |
Years Ended December 31, |
|||||||||||||||
2021 |
2020 |
2020 |
2019 |
|||||||||||||
| (in thousands, except per share amounts) |
(Unaudited) |
(Unaudited) |
(Audited) |
(Audited) |
||||||||||||
| Statement of Operations Data: |
||||||||||||||||
| Total revenue |
$ | 1,577 | $ | 9,274 | $ | 9,384 | $ | 32,562 | ||||||||
| Total cost and operating expenses |
44,677 | 38,281 | 86,028 | 64,165 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss from operations |
(43,100 | ) | (29,007 | ) | (76,644 | ) | (31,603 | ) | ||||||||
| Other income (expenses): |
||||||||||||||||
| Interest and other (expense) income, net |
(2,044 | ) | 115 | (3,357 | ) | 1,416 | ||||||||||
| Change in estimated fair value of warrant liabilities |
(5,397 | ) | (20 | ) | 795 | (1 | ) | |||||||||
| Loss on issuance of convertible preferred stock |
(2,053 | ) | — | (16,819 | ) | — | ||||||||||
| Amortization of deferred gain on note payable |
— | — | — | 544 | ||||||||||||
| (Loss) gain on extinguishment of debt |
— | (998 | ) | (998 | ) | 20,310 | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net loss |
$ | (52,594 | ) | $ | (29,910 | ) | $ | (97,023 | ) | $ | (9,334 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss on repurchase of convertible preferred stock |
$ | — | $ | — | $ | (11,053 | ) | $ | — | |||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net loss attributable to common shareholders |
$ | (52,594 | ) | $ | (29,910 | ) | $ | (108,076 | ) | $ | (9,334 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Net loss per share—basic and diluted |
$(4.64 | ) | $(2.00 | ) | $(7.32 | ) | $(0.63 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
June 30, |
December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
| (in thousands) |
(Unaudited) |
(Audited) |
(Audited) |
|||||||||
| Balance Sheet Data: |
||||||||||||
| Cash and cash equivalents |
$ | 92,219 | $ | 110,900 | $ | 27,415 | ||||||
| Working capital, net (1) |
60,408 | 85,371 | 89,877 | |||||||||
| Total assets |
111,363 | 132,366 | 109,692 | |||||||||
| Short-term debt, net (2) |
26,654 | 26,345 | 4,444 | |||||||||
(1) |
Working capital, net is defined as current assets less current liabilities. |
(2) |
Due to the substantial doubt about our ability to continue operating as a going concern and the material adverse change clause in the loan agreement with our lender, the amounts outstanding as of June 30, 2021 and December 31, 2020 have been classified as current in the consolidated financial statements. The lender has not invoked the material adverse change clause as of the date of issuance of these financial statements. |
19
June 30, |
December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
| (in thousands) |
(Unaudited) |
(Audited) |
(Audited) |
|||||||||
| Total liabilities |
$ | 53,166 | $ | 45,250 | $ | 30,908 | ||||||
| Convertible preferred stock |
291,392 | 269,422 | 144,827 | |||||||||
| Total stockholders’ deficit |
(233,195 | ) | (182,306 | ) | (66,043 | ) | ||||||
| Statement of Cash Flows Data: |
||||||||||||
| Net cash used in operating activities |
$ | (43,866 | ) | $ | (67,893 | ) | $ | (36,596 | ) | |||
| Net cash provided by (used in) investing activities |
5,503 | 58,925 | (40,563 | ) | ||||||||
| Net cash provided by financing activities |
19,682 | 91,703 | 12,656 | |||||||||
20
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma combined financial information (the “
summary pro forma data
”) presents the combination of the financial information of THMA and Pear, adjusted to give effect to the consummation of the Merger, the PIPE Transaction and the Forward Purchase (collectively, the “Transactions”). Under both the no redemption and the maximum redemption scenario, the Merger will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, THMA will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. The net assets of THMA will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2021 gives effect to the Transactions as if they had occurred on June 30, 2021. The summary unaudited pro forma condensed combined statements of operations data for the year ended December 31, 2020 and for the six months ended June 30, 2021 give effect to the Transactions as if they had occurred on January 1, 2020. The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “
pro forma financial statements
”) of THMA appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. The pro forma condensed combined financial statements are based upon, and should be read in conjunction with, the historical financial statements and related notes of THMA and Pear for the applicable periods included in this proxy statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what Pear’s and THMA’s financial position or results of operations actually would have been had the Transactions been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below:
| • | No Redemption |
21
| • | Maximum Redemption |
Combined Pro Forma |
||||||||
Six Months Ended June 30, 2021 |
||||||||
| (in thousands, except share and per share amounts) |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||
| Summary Unaudited Pro Forma Combined Statement of Operations Data: |
||||||||
| Loss from operations |
$ | (46,089 | ) | $ | (46,089 | ) | ||
| Net loss |
$ | (59,977 | ) | $ | (59,977 | ) | ||
| Loss per share (basic and diluted) attributable to Class A common stockholders |
($0.38 | ) | ($0.43 | ) | ||||
| Weighted average Class A common shares outstanding |
158,850,952 | 139,711,934 | ||||||
Combined Pro Forma |
||||||||
Year Ended December 31, 2020 |
||||||||
| (in thousands, except share and per share amounts) |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||
| Summary Unaudited Pro Forma Combined Statement of Operations Data: |
||||||||
| Loss from operations |
$ | (79,968 | ) | $ | (79,968 | ) | ||
| Net loss |
$ | (100,346 | ) | $ | (100,346 | ) | ||
| Loss per share (basic and diluted) attributable to Class A common stockholders |
($0.63 | ) | ($0.72 | ) | ||||
| Weighted average Class A common shares outstanding |
158,850,952 | 139,711,934 | ||||||
Combined Pro Forma |
||||||||
June 30, 2021 |
||||||||
| (in thousands) |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||
| Summary Unaudited Pro Forma Combined Balance Sheet Data: |
||||||||
| Total assets |
$ | 481,962 | $ | 290,557 | ||||
| Debt obligation |
$ | 26,654 | $ | 26,654 | ||||
| Total liabilities |
$ | 182,720 | $ | 182,720 | ||||
| Total stockholders’ equity |
$ | 299,242 | $ | 107,838 | ||||
22
UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMPARATIVE PER SHARE DATA OF THMA AND PEAR
The following table sets forth summary historical comparative share and unit information for THMA and
Pear and unaudited pro forma combined per share information of THMA after giving effect to the Transactions,
assuming two redemption scenarios as follows:
| • | No Redemptions: |
| • | Maximum Redemption |
The unaudited pro forma book value information reflects the Transactions as if they had occurred on June 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Transactions as if they had occurred on January 1, 2020. This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of THMA and Pear and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of THMA and Pear is derived from, and should be read in conjunction with, the unaudited pro forma combined financial information and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share would have occurred had the companies been combined during the periods presented, nor earnings per share that for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of THMA and Pear would have been had the companies been combined during the periods presented:
Historical |
Pro Forma Combined |
|||||||||||||||
| (in thousands, except share and per share amounts) |
Thimble Point Acquisition Corp. |
Pear Therapeutics, Inc. |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||||||||
| As of and for the Six Months Ended June 30, 2021 (1) |
||||||||||||||||
| Book value per share (2) |
($ | 0.91 | ) | ($ | 3.06 | ) | $ | 1.88 | $ | 0.77 | ||||||
| Weighted average common shares outstanding—basic and diluted |
n/a | 11,341,935 | 158,850,952 | 139,711,934 | ||||||||||||
| Weighted average shares outstanding of Class A—basic and diluted |
27,600,000 | n/a | n/a | n/a | ||||||||||||
| Weighted average shares outstanding of Class B—basic and diluted |
6,725,967 | n/a | n/a | n/a | ||||||||||||
| Net loss per common share—basic and diluted |
n/a | ($ | 4.64 | ) | ($ | 0.38 | ) | ($ | 0.43 | ) | ||||||
| Net income per Class A share—basic and diluted |
$ | — | n/a | n/a | n/a | |||||||||||
| Net income per Class B share—basic and diluted |
($ | 1.09 | ) | n/a | n/a | n/a | ||||||||||
23
| (1) | There was no cash dividends for either THMA or Pear in the period presented. |
| (2) | Historical book value per share for THMA and Pear is calculated as permanent equity divided by the total number of outstanding shares classified in permanent equity. Pro forma book value per share is calculated as pro forma total stockholders’ equity divided by the total shares of the Post-Combination Company immediately after the Transactions under each scenario. |
24
MARKET PRICE AND DIVIDEND INFORMATION
THMA
The THMA Class A Common Shares, Units and Public Warrants are traded on the Nasdaq under the symbols “THMA,” “THMA.U” and “THMA.W,” respectively.
The closing price of the THMA Class A Common Shares, Units and Public Warrants on June 21, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $9.70, $9.98 and $0.98, respectively. As of , 2021, the THMA Record Date, the most recent closing price for each THMA Class A Common Share, Unit and Public Warrant was $ , $ and $ , respectively.
Holders of the THMA Class A Common Shares, Units and Public Warrants should obtain current market quotations for their securities. The market price of THMA’s securities could vary at any time before the Business Combination.
Holders
As of , 2021, there were holders of record of THMA’s Units, holders of record of THMA Class A Common Shares, nine holders of record of THMA Class B Common Shares and holders of record of Public Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Units, Public Shares and Public Warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
THMA has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Company Board at such time. The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements.
Pear
Historical market price information for Pear’s capital stock is not provided because there is no public market for Pear’s capital stock. See “.” Pear has never declared or paid cash dividends on its common stock and currently intends to retain all available funds and any future earnings to fund its business, and it does not anticipate paying any cash dividends in the foreseeable future.
Pear’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of THMA and Pear. These statements are based on the beliefs and assumptions of the management of THMA and Pear. Although THMA and Pear believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither THMA nor Pear can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward- looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “might”, “will”, “should”, “seeks”, “plans”, “scheduled”, “possible”, “anticipates”, “intends”, “aims”, “works”, “focuses”, “aspires”, “strives” or “sets out” or similar expressions.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “” and elsewhere in this proxy statement/prospectus, could affect the future results of THMA and Pear prior to the Business Combination, and the Post-Combination Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:
Risk Factors
| • | our ability to complete the Business Combination with Pear or, if we do not consummate such Business Combination, any other initial business combination; |
| • | satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our stockholders of the Required Proposals necessary to consummate the Business Combination being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; and (iii) THMA having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Transaction; |
| • | the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against THMA and Pear following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement; |
| • | the projected financial information, growth rate and market opportunity of the Post-Combination Company; |
| • | the ability to obtain and/or maintain the listing of the Post-Combination Company Common Stock on the Nasdaq Stock Market, and the potential liquidity and trading of such securities; |
| • | the risk that the proposed Business Combination disrupts current plans and operations of Pear as a result of the announcement and consummation of the proposed Business Combination; |
| • | the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, and the ability of the Post-Combination Company to grow and manage growth profitably and retain its key employees; |
| • | costs related to the proposed Business Combination; |
| • | our ability to raise financing in the future, if and when needed; |
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| • | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination; |
| • | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination; |
| • | Pear’s prescription digital therapeutics’ ability to achieve and maintain market acceptance and adoption by patients and physicians; |
| • | Pear’s ability to obtain or maintain adequate insurance coverage and reimbursement for Pear’s products; |
| • | Pear’s ability to accurately forecast demand for Pear’s products; |
| • | Pear’s ability to attract and retain its senior management and other highly qualified personnel (in particular, Corey McCann, its President and Chief Executive Officer); |
| • | Pear’s ability to maintain access for its products via the Apple Store and the Google Play Store; |
| • | Pear’s ability to achieve or maintain profitability; |
| • | Pear’s ability to maintain or obtain patent protection and/or the patent rights relating to Pear’s products and Pear’s ability to prevent third parties from competing against Pear; |
| • | Pear’s ability to successfully commercialize its products; |
| • | Pear’s ability to obtain and maintain regulatory approval for Pear’s product candidates, and any related restrictions or limitations of an approved product candidate; |
| • | Pear’s ability to obtain funding for its operations, including funding necessary to complete further development, approval and, if approved, commercialization of Pear’s product candidates; |
| • | the period over which Pear anticipates its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements; |
| • | Pear’s ability to identify, in-license or acquire additional product candidates; |
| • | Pear’s ability to successfully protect against security breaches, ransomware attacks and other disruptions to Pear’s information technology structure; |
| • | the impact of applicable laws and regulations, whether in the United States or foreign countries, and any changes thereof; |
| • | Pear’s ability to successfully compete against other companies developing similar products to Pear’s current and future product offerings; |
| • | Pear’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| • | Pear’s financial performance; |
| • | the effect of COVID-19 on the foregoing, including our ability to consummate the Business Combination due to the continuing uncertainty resulting from the COVID-19 pandemic; and |
| • | other factors detailed under the section entitled “ Risk Factors |
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “” and elsewhere in this proxy statement/prospectus. The risks described under the heading “” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of THMA and Pear prior to the Business Combination, and the Post-Combination Company following the Business Combination. New risk factors emerge
Risk Factors
Risk Factors
27
from time to time and it is not possible to predict all such risk factors, nor can THMA or Pear assess the impact of all such risk factors on the business of THMA and Pear prior to the Business Combination, and the Post-Combination Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to THMA or Pear or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. THMA and Pear prior to the Business Combination, and the Post-Combination Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect the beliefs and opinions of THMA or Pear, as applicable, on the relevant subject. These statements are based upon information available to THMA or Pear, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that THMA or Pear, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
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RISK FACTORS
These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of THMA and Pear and the business, prospects, financial condition and operating results of the Post-Combination Company following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your THMA Class A Common Shares. THMA and Pear may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their or the Post-Combination Company’s respective business, prospects, financial condition or operating results. The following discussion should be read in conjunction with the financial statements of THMA and Pear and the notes to the financial statements included therein.
Risks Related to Pear’s Business and Industry
Unless the context otherwise requires, for purposes of this section, the terms “we,” “us,” “the Company,” “Pear” or “our company” refer to Pear and its subsidiaries prior to the Business Combination or the Post-Combination Company from and after the Business Combination.
The failure of the Company’s prescription digital therapeutics to achieve and maintain market acceptance and adoption by patients and physicians would cause the Company’s business, financial condition and results of operation to be materially and adversely affected.
Our current business strategy is highly dependent on our prescription digital therapeutics, or PDTs, achieving and maintaining broad market acceptance by patients and physicians. Market acceptance and adoption of our PDTs depends on educating people with chronic conditions, as well as self-insured employers, commercial and government payors, health plans and physicians and other government entities, as to the distinct features, therapeutic benefits, cost savings, and other advantages of our PDTs as compared to competitive products or other currently available methodologies. If we are not successful in demonstrating to existing or potential patients and prescribers the benefits of our products, or if we are not able to achieve the support of patients, healthcare providers and payors for our products, our sales may decline or we may fail to increase our sales in line with our forecasts.
Achieving and maintaining market acceptance of our products could be negatively impacted by many factors, including:
| • | the failure of reSET, reSET-O and Somryst to achieve wide acceptance among people with substance use disorder, opioid use disorder and chronic insomnia, self-insured employers, commercial and government payors, health plans, physicians and other government entities, and key opinion leaders in the treatment community; |
| • | lack of additional evidence or peer-reviewed publication of clinical or real world evidence supporting the effectiveness, safety, cost-savings or other advantages of our products over competitive products or other currently available methodologies; |
| • | perceived risks associated with the use of our products or similar products or technologies generally; |
| • | our ability to secure and maintain U.S. Food and Drug Administration and other regulatory clearance, authorization or approval for our products; |
| • | the introduction of competitive products and the rate of acceptance of those products as compared to our products; and |
| • | results of clinical, real world and health economics and outcomes research (HEOR) studies relating to chronic condition products or similar competitive products. |
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In addition, our products may be perceived by patients and healthcare providers to be more complicated or less effective than traditional approaches, and people may be unwilling to change their current health regimens. Moreover, we believe that healthcare providers tend to be slow to change their medical treatment practices because of perceived liability risks arising from the use of new products and the uncertainty of third-party reimbursement. Accordingly, healthcare providers may not recommend our products until there is sufficient evidence to convince them to alter their current approach.
The insurance coverage and reimbursement status of novel products, such as prescription digital therapeutics, is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for the Company’s products would substantially impair the Company’s ability to generate revenue.
In the United States, patients generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors is critical to the ability of patients to afford treatments and new product acceptance. Our ability to successfully commercialize our products will depend in part on the extent to which coverage and adequate reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which medications they will pay for and establish reimbursement levels. The availability of coverage and extent of reimbursement by governmental and private payors is essential for most patients to be able to afford treatments. Sales of products, and of product candidates that we may identify, will depend substantially on the extent to which the costs to users of such products will be paid by health maintenance, managed care, pharmacy benefit and similar healthcare management organizations, or reimbursed by government health administration authorities, private health coverage insurers and other third-party payors. If coverage and adequate reimbursement is not available, or is available only to limited levels, we may not be able to successfully commercialize our products. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish or maintain pricing sufficient to achieve profitability.
There is also significant uncertainty related to, and there may be significant delays in obtaining, the insurance coverage and reimbursement of newly cleared, authorized, or approved products and coverage may be more limited than the purposes for which the device is cleared, authorized, or approved by the FDA or comparable foreign regulatory authorities. In the United States, the principal decisions about reimbursement for new medicines or medical devices are typically made by the Centers for Medicare & Medicaid Services (“
CMS
”), an agency within the U.S. Department of Health and Human Services (“HHS
”). FDA clearance or authorization provides no assurance of coverage or reimbursement by any payor. CMS decides whether and to what extent a new medicine or medical device will be covered and reimbursed under Medicare, and private payors tend to follow CMS to a substantial degree. Factors payors consider in determining reimbursement are based on whether the product is:
| • | a covered benefit under its health plan; |
| • | safe, effective and medically necessary; |
| • | supported by robust clinical data from well-controlled clinical research; |
| • | appropriate for the specific patient; |
| • | cost-effective; and |
| • | neither experimental nor investigational. |
Each payor determines whether or not it will provide coverage for a treatment, what amount it will pay the manufacturer for the treatment and on what tier of its formulary the treatment will be placed. The position of a treatment on a payor’s list of covered drugs, biological products, and medical devices, or formulary, generally
30
determines the
co-payment
that a patient will need to make to obtain the treatment and can strongly influence the adoption of such treatment by patients and physicians. Patients who are prescribed treatments for their conditions and providers prescribing such services generally rely on third-party payors to reimburse all or part of the associated healthcare costs. Patients are unlikely to use our products unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of our products. Moreover, eligibility for coverage and reimbursement does not imply that a product will be paid for in all cases or at a rate that covers our costs, including research, development, intellectual property, manufacture, marketing, sale and distribution expenses. Interim reimbursement levels for new products, if applicable, may also not be sufficient to cover our costs and may not be made permanent. Reimbursement rates may vary according to the use of the product and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost products and may be incorporated into existing payments for other services. Net prices for products may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors, by any future laws limiting prices and by any future relaxation of laws that presently restrict imports of products from countries where they may be sold at lower prices than in the United States.
Third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular drugs or devices. We cannot be sure that coverage and reimbursement will be available for all products that we commercialize and, if reimbursement is available, what the level of reimbursement will be. Inadequate coverage and reimbursement may impact the demand for, or the price of, any product for which we obtain marketing approval. If coverage and adequate reimbursement are not available, or are available only at limited levels, we may not be able to successfully commercialize our products.
In addition, in some foreign countries, the proposed pricing for a prescription device must be approved before it may be lawfully marketed. The requirements governing medical product pricing vary widely from country to country. For example, the European Union provides options for its Member States to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. To obtain reimbursement or pricing approval, some of these countries may require the completion of clinical trials that compare the cost effectiveness of a particular product candidate to currently available therapies. A Member State may approve a specific price for the medicinal products or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceuticals or medical devices will allow favorable reimbursement and pricing arrangements for any of our products. Historically, products launched in the European Union do not follow price structures of the United States and generally prices tend to be significantly lower. While the Company is not currently marketing or selling its products in any country other than the United States, including the European Union or any of its Member States, in the event that the Company chooses to do so in the future, it will need to comply with such requirements.
The market for prescription digital therapeutics is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change, which makes it difficult to forecast demand for the Company’s products. As a result, all projections included herein are subject to change.
The market for our PDTs is new and rapidly evolving, and it is uncertain whether it will achieve and sustain high levels of demand and market adoption. Our future financial performance will depend on growth in this market and on our ability to adapt to emerging demands of our customers. It is difficult to predict the future growth rate and size of our target market. Negative publicity concerning our products or the PDT market as a whole could limit market acceptance of our products. If patients and healthcare providers do not perceive the benefits of PDTs, then our market may not develop at all, or it may develop more slowly than we expect. Our success will depend to a substantial extent on the willingness of healthcare providers to prescribe our products, the extent to which coverage and adequate reimbursement for these products and related treatments will be
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available from government health administration authorities, private health insurers and other organizations and our ability to demonstrate the value of our products to existing and potential patients and prescribers. Similarly, negative publicity regarding patient confidentiality and privacy in the context of technology-enabled healthcare or concerns experienced by our competitors could limit market acceptance of PDTs.
The healthcare industry in the United States is undergoing significant structural change and is rapidly evolving. We believe demand for our products has been driven in large part by rapidly growing costs in the traditional healthcare system, the movement toward patient-centricity and personalized healthcare, and advances in technology. Widespread acceptance of personalized healthcare is critical to our future growth and success. A reduction in the growth of personalized healthcare could reduce the demand for our PDTs and result in a lower revenue growth rate or decreased revenue.
If our assumptions regarding these uncertainties are incorrect or change in reaction to changes in our markets, or if we do not manage or address these risks successfully, our results of operations could differ materially from our expectations, and our business could suffer.
The Company’s future depends on the continued contributions of its senior management team and its ability to attract and retain other highly qualified personnel; in particular, Corey McCann, our President and Chief Executive Officer, and Christopher Guiffre, our Chief Financial Officer and Chief Operating Officer, are critical to our future vision and strategic direction.
Our success depends in large part on our ability to attract and retain high-quality management in sales, market access, product development, software engineering, marketing, operations, finance and support functions, especially in the Boston area and the San Francisco Bay area. We compete for qualified technical personnel with other life sciences and information technology companies. Competition for qualified employees is intense in our industry, particularly for software engineers, and the loss of even a few qualified employees, or an inability to attract, train, retain and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. The loss of one or more of our key employees, and any failure to have in place and execute an effective succession plan for key executives, could seriously harm our business.
As we continue to grow, we may be unable to continue to attract or retain the personnel we need to maintain our competitive position. To attract, train and retain key personnel, we use various measures, including competitive compensation and benefit packages (including an equity incentive program), which may require significant investment. These measures may not be enough to attract and retain the personnel we require to operate our business effectively and efficiently.
Moreover, if the perceived value of our equity awards declines, it may materially and adversely affect our ability to attract and retain key employees. If we do not maintain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that materially and adversely affect our ability to support our programs and operations.
Many of our employees may receive proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us.
In addition, our future also depends on the continued contributions of our senior management team and other key personnel, each of whom would be difficult to replace. In particular, Corey McCann, our President and Chief Executive Officer, and Christopher Guiffre, our Chief Financial Officer and Chief Operating Officer, are critical to our future vision and strategic direction. We rely on our executive team in the areas of operations, research and development, commercial, and general and administrative functions. Although we have entered into employment agreements or offer letters with our key employees, these agreements have no specific duration and constitute
at-will
employment, and we do not maintain key person life insurance for some of our key employees. 32
In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business, results of operations and financial condition could be harmed.
A limited number of healthcare insurers have agreed to reimburse purchases of the Company’s products, and there is no assurance that additional healthcare insurers will agree to reimburse purchases of the Company’s products in the future.
To date, a limited number of healthcare insurers have agreed to reimburse purchases of reSET,
reSET-O
and Somryst. We depend upon revenue from sales of reSET, reSET-O
and Somryst, and in turn on reimbursement from third-party payors for such products. The amount that we receive in payment for our products may be materially and adversely affected by factors we do not control, including federal or state regulatory or legislative changes, and cost-containment
decisions and changes in reimbursement schedules of third-party payors. Any reduction or elimination of these payments could have a material adverse effect on our business, prospects, results of operations and financial condition. Additionally, the reimbursement process is complex and can involve lengthy delays. Also,
third-party
payors may reject, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, that services provided were not medically necessary, that additional supporting documentation is necessary, or for other reasons. Retroactive adjustments by third-party payors may be difficult or cost-prohibitive to appeal, and such changes could materially reduce the actual amount we receive. Delays and uncertainties in the reimbursement process may be out of our control and may materially and adversely affect our business, prospects, results of operations and financial condition.The Company’s products are made available via the Apple Store and the Google Play Store and supported by third-party infrastructure. If the Company’s ability to access those markets or access necessary third-party infrastructure was stopped or otherwise restricted or limited, it would materially and adversely affect the Company’s business.
Our PDTs are e