Item 8.01 Other Events.
As previously disclosed, on June 21, 2021, Thimble Point Acquisition Corp., a
Delaware corporation ("THMA"), entered into a Business Combination Agreement
(the "Business Combination Agreement") with Oz Merger Sub Inc., a Delaware
corporation and wholly-owned subsidiary of THMA ("Merger Sub"), and Pear
Therapeutics, Inc., a Delaware corporation ("Pear"), pursuant to which Merger
Sub will merge with and into Pear, with Pear surviving the merger as a
wholly-owned subsidiary of THMA (the "Merger").
As previously disclosed, on February 1, 2021, THMA and KLP SPAC 1 LLC ("KLP" or
the "Anchor Investor") entered into a Forward Purchase Agreement (the "Original
Forward Purchase Agreement"), which, in connection with the execution of the
Business Combination, was amended by that certain First Amendment to Forward
Purchase Agreement (the "Forward Purchase Agreement Amendment No. 1", and
together with the Original Forward Purchase Agreement, the "Existing Forward
Purchase Agreement"). As previously disclosed, on November 14, 2021, the parties
thereto entered into an amendment to the Existing Forward Purchase Agreement
(the "Second Amendment to the Forward Purchase Agreement"), pursuant to which,
among other things, KLP increased its binding forward purchase commitment (the
"Backstop"), subject to cutback, from $23 million to up to $73 million and
removed any optional element to the Backstop.
As previously disclosed, on June 21, 2021, in connection with the execution of
the Business Combination Agreement, LJ10 LLC, a Delaware limited liability
company (the "Sponsor"), THMA's directors and members of THMA's team of advisors
(the "Advisors") (collectively, the "Sponsor Agreement Parties") entered into a
sponsor support agreement (the "Existing Sponsor Agreement") with THMA and Pear,
pursuant to which the Sponsor Agreement Parties agreed to, among other things,
(i) vote at any meeting of the shareholders of THMA all of their THMA Class A
common stock, par value $0.0001 per share (the "THMA Class A Common Shares") and
shares of THMA's Class B common stock, par value $0.0001 per share (the "THMA
Class B Common Shares" and together with the THMA Class A Common Shares, the
"THMA Common Shares"), in favor of each Transaction Proposal (as defined in the
Business Combination Agreement), (ii) be bound by certain other covenants and
agreements related to the Merger, (iii) subject certain of Sponsor's THMA
Class B Shares (the "Sponsor Earn Out Shares") and Sponsor's THMA warrants (the
"Sponsor Earn Out Warrants) to post-closing vesting conditions and (iv) be bound
by certain transfer restrictions with respect to such THMA, in each case, on the
terms and subject to the conditions set forth in the Sponsor Agreement. As
previously disclosed, on November 14, 2021, the parties thereto entered into an
amendment to the Existing Sponsor Support Agreement (the "Amendment to the
Sponsor Support Agreement"), pursuant to which, among other things, the Sponsor
Earn Out Shares and Sponsor Earn Out Warrants shall no longer be subject to
vesting conditions, in each case as consideration for the Sponsor agreeing to
enter into the Backstop described above.
As previously disclosed, on November 14, 2021, the parties entered into a letter
agreement providing for certain waivers, consents and additional agreements
under the Business Combination Agreement (the "Letter Agreement"), pursuant to
which, among other things, Pear agreed to waive the minimum cash condition in
connection with the Merger (the "Minimum Cash Condition") and each party to the
Business Combination Agreement agreed to waive compliance with any matters under
the Business Combination Agreement in connection with the consummation of the
transactions contemplated by the Second Amendment to the Forward Purchase
Agreement, the Amendment to the Sponsor Support Agreement and the Letter
Agreement (the "Relevant Agreements"). Notwithstanding the foregoing waiver,
THMA expects to close the Merger with at least $175 million in proceeds, prior
to expenses.
Supplemental Disclosures to Proxy Statement
On October 26, 2021, a registration statement on Form S-4 (File No. 333-257982)
relating to the Merger was declared effective by the SEC, which included a
definitive proxy statement (the "Proxy Statement") for the solicitation of
proxies in connection with a special meeting of THMA's stockholders to vote on,
among other things, the Merger (the "Special Meeting").
In connection with the Relevant Agreements, THMA has determined to voluntarily
supplement the Proxy Statement with the supplemental disclosures set forth below
(the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall
be deemed an admission of the legal necessity or materiality under applicable
laws of any of the disclosures set forth herein.
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The following supplemental information should be read in conjunction with the
Proxy Statement, which should be read in its entirety. All page references are
to pages in the Proxy Statement, and terms used below, unless otherwise defined,
have the meanings set forth in the Proxy Statement.
When is the Shareholder Meeting?
In connection with the entry into the Relevant Agreements, THMA expects that the
Special Meeting, originally scheduled for Tuesday, November 23, 2021, will be
adjourned to 9:00 AM, Eastern Time, on Tuesday, November 30, 2021 in virtual
format at https://www.cstproxy.com/thimblepoint/2021.
Who can vote at the Special Meeting?
Only THMA stockholders as of the close of business on October 18, 2021, the
record date for the Special Meeting, are entitled to vote at the Special
Meeting.
How Does This Impact Voting at the Special Meeting?
THMA stockholders who have already voted and do not wish to change their vote:
THMA stockholders who have already submitted a proxy by completing, signing,
dating, and returning a proxy card do not need to take any further action.
THMA stockholders who have already voted and wish to change their vote: THMA
stockholders may change their vote at any time before their proxy is exercised
by:
• sending another proxy card with a later date;
• notifying THMA's secretary in writing before the Special Meeting
that they have revoked their proxy; or
• attending the Special Meeting and voting electronically by
visiting and entering the control number found on their proxy
card, instruction form or notice they previously received.
If a THMA stockholder chooses to send a written notice or to mail a new proxy,
they must submit a notice of revocation or a new proxy to Morrow Sodali at the
address listed in the Proxy Statement, and such notice or proxy must be received
before the vote is taken at the Special Meeting. Any proxy a THMA stockholder
has already submitted may also be revoked by submitting a new proxy prior to the
Special Meeting or by voting online at the Special Meeting. Simply attending the
THMA Special Meeting will not revoke a proxy.
THMA stockholders who have instructed a broker, bank or other nominee to vote
their THMA Common Shares must follow the directions they receive from their
broker, bank or other nominee in order to change or revoke their vote.
For THMA stockholders who have not yet voted: THMA stockholders who have not yet
voted may do so by submitting a proxy card or voting electronically by visiting
https://www.cstproxy.com/thimblepoint/2021. Submitting a proxy online will not
prevent any stockholder from being able to vote in person at the meeting.
When is the Redemption Deadline?
THMA stockholders may demand that THMA redeem their 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) (the
"Public Shares") for cash no later than the second business day preceding the
vote on the Business Combination Proposal by delivering their Public Shares to
Continental, THMA's transfer agent, physically or electronically using The
Depository Trust Company's DWAC (Deposit and Withdrawal at Custodian) system.
Any stockholder who seeks to exercise their redemption rights will need to
provide written demand by no later than November 26, 2021. In the event the
Business Combination is not completed, any Public Shares with respect to which a
stockholder has demanded redemption will be returned to the stockholder or to
the stockholder's account.
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Will THMA be renamed following the consummation of the Merger?
Yes, following the consummation of the Merger, THMA will be renamed Pear
Therapeutics, Inc. (the "Post-Combination Company").
Why Did the Parties Enter into the Relevant Agreements?
As discussed in the Proxy Statement, in light of the ongoing market headwinds
that have impacted transactions involving special purpose acquisition companies,
representatives of THMA and Pear engaged in a limited number of confidential
discussions with certain THMA stockholders and certain parties subscribing for
THMA's Class A Common Shares (the "Subscribers") to explore ways to demonstrate
additional support for the Merger and the Post-Combination Company.
From time to time after October 26, 2021 and prior to November 10, 2021,
representatives of THMA and Pear conducted multiple discussions with respect to
the risk that there could be a large number of redemptions of Public Shares. The
representatives of THMA and representatives of Pear discussed how recent
transactions involving special purpose acquisition companies had been impacted
by high levels of redemptions and what steps parties to those other transactions
had taken in response to high levels of redemptions. Among other potential
avenues to mitigate the risk of high levels of redemptions, the representatives
of THMA and Pear discussed the possibility of seeking financing from third
parties, seeking additional financing from Subscribers and/or seeking additional
financing from the Anchor Investor. During this time period, representatives of
THMA also consulted with the proxy solicitor, Morrow Sodali, and THMA's
financial advisors regarding the likelihood of high levels of redemptions.
Representatives of THMA and Pear also consulted with the parties' respective
legal advisors concerning the parties' rights and obligations under the Business
Combination Agreement with respect to the Minimum Cash Condition and certain
other legal matters.
On November 10, 2021, representatives of the Anchor Investor indicated
preliminarily during a call with representatives of THMA that the Anchor
Investor may be willing to provide additional capital to the Post-Combination
Company at Closing in exchange for (i) the removal of certain vesting
requirements and the release at Closing of the Sponsor Earn Out Shares and
(ii) Pear waiving the Minimum Cash Condition. The Anchor Investor indicated that
any additional funding proposal would be subject to the approval of the Anchor
Investor, the Sponsor and THMA as well as reaching agreement on certain terms.
On November 12, 2021, representatives of Pear communicated to representatives of
the Anchor Investor that they would be amenable to obtaining additional funding
from the Anchor Investor, subject to agreeing mutually acceptable terms and
subject to the approval of Pear's board of directors and certain Pear investors,
and that representatives of Pear would send a nonbinding term sheet to reflect
the proposed terms of the additional funding (the "Additional Funding Term
Sheet").
On November 12, 2021, the board of directors of THMA (the "THMA Board") held a
special meeting, which was also attended by representatives of THMA's management
and Sullivan & Cromwell. At such meeting, among other things, representatives of
Sullivan & Cromwell presented updates on the solicitation of proxies in
connection with the Special Meeting, and representatives of THMA's management
presented updates on the timing to close the Merger, their discussions with Pear
and other potential funding sources, alternatives to the Additional Funding
Arrangement and the current market headwinds impacting transactions involving
special purpose acquisition companies. Representatives of THMA's management
informed the THMA Board that discussions with representatives of Pear,
representatives of the Anchor Investor, and representatives of the Sponsor were
ongoing. The THMA Board authorized THMA to continue exploring opportunities to
secure additional funding to offset redemptions and satisfy the Minimum Cash
Condition.
On November 13, 2021, Pear delivered the Additional Funding Term Sheet which
reflected, among other things, (i) the Backstop of up to $50 million from the
Anchor Investor, (ii) a schedule of cutbacks based on the amount in which the
aggregate gross proceeds at closing exceeds $250 million, (iii) the ability to
offer to the Subscribers an opportunity to invest in a pro rata portion of the
Backstop, (iv) the removal of certain vesting requirements and the release at
Closing of the Sponsor Earn Out Shares and (v) the waiver of the Minimum Cash
Requirement (collectively, the "Additional Funding Arrangement").
Over the course of November 13 and November 14, 2021, Sullivan and Cromwell and
Goodwin Procter continued to exchange drafts of the Additional Funding Term
Sheet, as well as the Definitive Agreements necessary to document the Additional
Funding Term Sheet. The Definitive Agreements provided for the following:
(i) waiver of the Minimum Cash Requirement, (ii) the Backstop and the removal of
any optional element to the Backstop, and (iii) the removal of vesting
conditions underlying the Sponsor Earn Out Shares and Sponsor Earn Out Warrants.
The Definitive Agreements were in substantially negotiated and agreed form by
the evening of November 14, 2021.
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During the evening of November 14, 2021, the THMA Board held a special meeting,
which was also attended by representatives of THMA's management and Sullivan &
Cromwell. At such meeting, among other things, representatives of THMA's
management presented the terms of the Additional Funding Term Sheet, the
Definitive Agreements, an overview of the Sponsor economics and information
concerning the value of Pear's business. Independent directors of the THMA Board
held an executive session to discuss, among other things, the Additional Funding
Arrangement, its impact on stockholders and alternatives to the deal. The THMA
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
10.1 Second Amendment to the Forward Purchase Agreement, dated as of
November 14, 2021 (incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report on Form 8-K filed with the SEC on November
15, 2021).
10.2 Amendment to the Sponsor Support Agreement, dated as of November 14,
2021(incorporated by reference to Exhibit 10.2 to the Registrant's
Current Report on Form 8-K filed with the SEC on November 15, 2021).
10.3 Letter Agreement, dated as of November 14, 2021 (incorporated by
reference to Exhibit 10.3 to the Registrant's Current Report on
Form 8-K filed with the SEC on November 15, 2021).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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