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United States securities and exchange commission logo
September 30, 2021
Elon Soms
Chief Executive Officer
Thimble Point Acquisition Corp.
195 Church Street
15th Floor
New Haven, CT 06510
Re: Thimble Point
Acquisition Corp.
Amended Form S-4
File No. 333-257982
Filed September 8,
2021
Dear Mr. Soms:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
[Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-4
Notice to shareholders, page i
1. We note your response
to comment one and reissue our comment. Please provide further
explanation with
respect to the following:
It is unclear how
Securities Act Sections Compliance and Disclosure Interpretation
Questions 103.04
and 134.02 apply to your situation. Please identify any exemptions
your are relied on
in decision not to register the issuance of Rollover Options and
Assumed Warrants.
Your response
indicates your belief that the common shares underlying the Rollover
Options and Assumed
Warrants can not be registered on this registration statement
Elon Soms
FirstName LastNameElon
Thimble Point Acquisition Soms
Corp.
Comapany 30,
September NameThimble
2021 Point Acquisition Corp.
September
Page 2 30, 2021 Page 2
FirstName LastName
but the 132,395,625 shares being registered appears to include
the shares underlying
the Rollover Options and Assumed Warrants.
To the extent you plan to register shares on a Form S-8, please
clarify that such
shares were offered as part of an employee benefit program.
Merger Consideration, page 1
2. Please disclose the earn out shares triggering events in the summary.
Summary
THMA's Directors and Executive Officers Have Financial Interests in the
Business Combination,
page 6
3. We note your response to comment 5 and your revised disclosure on
pages 70 and 265.
Please further revise your disclosure to clarify that the sponsors and
affiliates can earn a
positive rate of return on their investment, even if the other SPAC
shareholders experience
a negative rate of return in the post business combination company.
Additionally, revise
your Summary to highlight this information.
Certain of THMA's and directors are now, and may in the future become,
affiliated with entities
engaged in business activities similar. . . , page 73
4. We note your response to comment 23. Please disclose whether the fact
that your
Amended and Restated Certificate of Incorporation waived the corporate
opportunities
doctrine impacted your search for an acquisition target.
Information About Pear
Products and Pipeline, page 159
5. We note your response to comment 13. Please revise the pipeline table
on pages 161 and
182 to better enable investors to understand whether each development
stage is completed
or whether it is still in progress. For instance, it is not clear
whether the acute and chronic
pain indication has completed the proof of concept stage or if it is
still in the proof-of-
concept phase.
6. We note your response to comment 14. Please provide more information
about your
relationship with the specific content partners listed in your
pipeline table on page 161.
While it appears that the BeHealth Agreement is connected to your
content partnership
with the University of Virginia, there does not appear to be any
description of what your
partnerships with the other content partners listed in this table,
like Dartmouth or USC,
entail. Ensure that the terms of these partnerships are disclosed.
Our Development Pipeline, page 182
7. We note your response to comment 17. Based on your disclosures and the
table presented
on pages 161 and 182, there are 3 commercialized products, reSET,
reSET-O, and
Elon Soms
Thimble Point Acquisition Corp.
September 30, 2021
Page 3
Somryst. Your disclosures state that the company has a pipeline of 14
product candidates,
when the table presents 14 "therapeutic areas/indication" that are not
attributable to any
product candidates. Please clarify the tables to identify the product
candidates by name or
internal reference number under the column "product," for the
indications disclosed under
the column "therapeutic area/indications" in the tables. Additionally,
revise your
disclosures to match the tables by identifying the projects in your
pipeline as either
product candidates or therapeutic indications as appropriate.
License Agreements, page 186
8. We note your disclosure on page 187 that you have three "material"
license
agreements with The Invention Science Fund I, LLC, Red 5 Group, LLC,
and BeHealth
Solutions, LLC. File these agreements as exhibits or provide an
analysis supporting your
determination that they are not required to be filed pursuant to Item
601(b)(10) of
Regulation S-K.
You may contact Christine Torney at 202-551-3652 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Suzanne Hayes at 202-551-3675 with any
other
questions.
FirstName LastNameElon Soms Sincerely,
Comapany NameThimble Point Acquisition Corp.
Division of
Corporation Finance
September 30, 2021 Page 3 Office of Life
Sciences
FirstName LastName