THIE POIN Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Present at the Special Meeting were holders of 20,886,506 shares of Class A
common stock and Class B common stock (together, the "Company Common Stock") in
person or by proxy, representing 60.54% of the voting power of the Company
Common Stock as of
The sole proposal that was presented at the Special Meeting was the "Adjournment Proposal"- To consider and vote upon 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 (each as defined in the Company's definitive proxy statement). The stockholders approved the Stockholder Adjournment Proposal. The voting results were as follows:
Votes
Votes For Against Abstentions
19,718,185 1,158,726 9,595
The Special Meeting was adjourned to
The reconvened Special Meeting will be held in virtual format at https://www.cstproxy.com/thimblepoint/2021.
Item 8.01. Other Events
In connection with the Adjournment, THMA stockholders who have already submitted a proxy and do not wish to change their vote by completing, signing, dating, and returning a proxy card do not need to take any further action.
THMA stockholders who have already submitted a proxy and wish to change their vote at any time before their proxy is exercised may do so 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.
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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.
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
Additional Information and Where to Find It
This Current Report relates to a proposed transaction between
Investors and security holders may obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in Solicitation
THMA and Pear and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from THMA's
stockholders in connection with the proposed transaction. Information about
THMA's directors and executive officers and their ownership of THMA's securities
is set forth in THMA's filings with the
Forward Looking Statements
This Current Report may contain a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the risk that the proposed transaction, including the contemporaneous private placement of equity securities (the "Subscription"), may not be completed in a timely manner or at all, which may adversely affect the price of Thimble Point's securities; (ii) the risk that the proposed transaction may not be completed by Thimble Point's business combination deadline and the potential failure to obtain an extension of the
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business combination deadline if sought by Thimble Point; (iii) the lack of a
third party valuation in determining whether or not to pursue the proposed
transaction; (iv) the amount of the costs, fees, expenses and other charges
related to the proposed transaction and PIPE investment; (v) the outcome of any
legal proceedings that may be instituted against Thimble Point, Pear, the
combined company or others following the announcement of the Business
Combination Agreement relating to the proposed transaction, the ancillary
agreements contemplated thereby and the transactions contemplated thereby;
(vi) the inability to complete the proposed transaction due to the failure to
obtain approval of the stockholders of Thimble Point or Pear to obtain financing
to complete the proposed transaction or to satisfy other conditions to closing;
(vii) changes to the proposed structure of the proposed transaction that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the proposed transaction;
(viii) the ability to meet stock exchange listing standards following the
consummation of the proposed transaction; (ix) the risk that the proposed
transaction disrupts current plans and operations of Pear or diverts
management's attention from Pear's ongoing business operations and potential
difficulties in Pear employee retention as a result of the announcement and
consummation of the proposed transaction; (x) the ability to recognize the
anticipated benefits of the proposed transaction, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (xi) costs related to the proposed
transaction; (xii) changes in applicable laws or regulations; (xiii) the
possibility that Pear or the combined company may be adversely affected by other
economic, business, regulatory, and/or competitive factors; (xiv) Pear's
estimates of expenses and profitability; (xv) the evolution of the markets in
which Pear competes; (xvi) the ability of Pear to implement its strategic
initiatives and continue to innovate its existing products; (xvii) the ability
of Pear to defend its intellectual property and satisfy regulatory requirements;
(xviii) the ability of Thimble Point to issue equity or equity-linked securities
in connection with the proposed transaction or in the future; (xix) the impact
of the COVID-19 pandemic on Pear's business; and (xx) other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in
Readers are cautioned not to put undue reliance on forward-looking statements, and Thimble Point and Pear assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Thimble Point nor Pear gives any assurance that either Thimble Point or Pear will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by Thimble Point or Pear or any other person that the events or circumstances described in such statement are material
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