"A true privilege for HIC to be a part of the growth and maturation of Pear Therapeutics.
An extraordinary leadership team that provides legitimate treatment alternatives to a significantly underserved patient population.
We look forward to continuing to support Pear Therapeutics’ unwavering commitment to commercialize treatment solutions and digital therapeutic platforms that address the unmet medical needs of some of the world’s most vulnerable patient populations."
-Andrew Meadow, General Partner, Health Innovation Capital
BOSTON – October 27, 2021 – Pear Therapeutics, Inc. (“Pear”), the leader in developing and commercializing prescription digital therapeutics (“PDTs”) to treat serious disease, and Thimble Point Acquisition Corp. (“Thimble Point”) (Nasdaq: THMA) announced today that the U.S. Securities and Exchange Commission (“SEC”) has declared effective Thimble Point’s registration statement on Form S-4 relating to the previously announced business combination (the “Business Combination”) between Pear and Thimble Point.
A special meeting of Thimble Point shareholders will be held at 9:00 a.m. Eastern Time on November 23, 2021 in connection with the Business Combination (the “Special Meeting”). The Special Meeting will be held as a virtual meeting only via live audio webcast at https://www.cstproxy.com/thimblepoint/2021.
If the proposals at the Special Meeting are approved, the parties anticipate that the Business Combination will close shortly thereafter, subject to the satisfaction or waiver (as applicable) of all other closing conditions.
Upon closing of the transaction, the combined company will be named Pear Holdings Corp. (the “Combined Company”) and will be listed on Nasdaq under the ticker symbol “PEAR.”
“This is an important milestone on our path to becoming a publicly-traded company,” said Corey McCann, M.D., Ph.D., Pear’s President and Chief Executive Officer. “We intend to use the proceeds from this transaction to continue commercialization of our three FDA-authorized PDTs, to further our pipeline, and to enhance our market-leading PDT platform. We continue to demonstrate real-world health economic evidence for our FDA-authorized products, helping to drive recent coverage adoption by several private and public payers. The Pear team is well-positioned to further our position as the leader in software to treat serious disease.”
Elon Boms, Chief Executive Officer and Chairman of Thimble Point Acquisition Corp. and Managing Director of the Pritzker Vlock Family Office, an affiliate of Thimble Point’s sponsor, commented: “The Pear team continues to execute successfully and is poised for rapid growth as they build a new category of medicines. We look forward to presenting the business combination to Thimble Point stockholders and are proud to continue partnering with Pear through its next phase of growth.”
Additionally, Pear believes that its revenue growth remains on pace for achieving its $4.0 million revenue forecast for fiscal year 2021.
As previously announced, the Business Combination values the Combined Company at a pro forma equity value of approximately $1.6 billion. Upon closing of the Business Combination, the Combined Company expects to obtain (i) $125 million in cash, at $10.00 per share, from an upsized PIPE with participation from leading healthcare and technology investors, including 5AM Ventures, Arboretum Ventures, Blue Water Science Advisors, LLC, dRx Capital (Novartis Pharma AG), The Eleven Fund, FORTH Management, Health Innovation Capital (HIC), JAZZ Venture Partners, a leading integrated delivery network, Neuberger Berman funds, Palantir, Pilot House, Pritzker Vlock Family Office, QUAD Investment Management, Sarissa Capital, Shanda Group, SoftBank Vision Fund 2, Temasek, and Trustbridge Partners and (ii) subject to redemptions, up to approximately $276 million in cash held in Thimble Point’s trust account, less transaction expenses expected to be approximately $30 million.
All existing Pear equity holders will roll the entirety of their equity holdings into the Combined Company and are expected to hold approximately 72% of the issued and outstanding equity of the Combined Company immediately following the closing.
Net proceeds from the Business Combination will be used to further capitalize Pear’s category-leading position by investing in commercialization of Pear’s three FDA-authorized products, advancing Pear’s pipeline, and scaling its end-to-end platform.
Advisors BofA Securities and Citi are acting as financial advisors to Pear and placement agents on the PIPE Transaction. BTIG and Chardan are serving as co-advisors. Citi and Cowen are acting as capital markets advisors to Pear. Goodwin Procter LLP and Foley Hoag LLP are acting as legal advisors to Pear. Shearman & Sterling LLP is acting as legal advisor to the placement agents.
Credit Suisse is acting as financial advisor to Thimble Point. Sullivan & Cromwell LLP is acting as legal advisor to Thimble Point.
About Thimble Point Acquisition Corp. Thimble Point Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The Company intends to focus on high-growth software and technology-enabled companies that are disrupting large and established industries and markets, and is led by Elon S. Boms, the Company’s Chief Executive Officer and Chairman, and Steven “Woody” Benson, the Company’s Chief Operating Officer and Director. The members of the Company’s management team are associated with the Pritzker Vlock Family Office, a multi-billion-dollar family office that invests in companies and their management teams with industry changing ideas, as well as LaunchCapital, a premier venture capital firm with offices in Boston, New Haven and New York.
About Pear Therapeutics Pear Therapeutics is the leader in prescription digital therapeutics, or PDTs. Pear aims to redefine medicine by discovering, developing, and delivering clinically validated software-based therapeutics to provide better outcomes for patients, smarter engagement and tracking tools for clinicians, and cost-effective solutions for payers. Pear has a pipeline of products and product candidates across therapeutic areas, including the first three PDTs with disease treatment claims from FDA. Pear’s lead product, reSET®, for the treatment of substance use disorder, was the first PDT to receive marketing authorization from FDA to treat disease. Pear’s second product, reSET-O®, for the treatment of opioid use disorder, was the first PDT to receive Breakthrough Designation. Pear’s third product, Somryst® for the treatment of chronic insomnia, was the first PDT submitted through FDA’s traditional 510(k) pathway while simultaneously reviewed through FDA’s Software Precertification Pilot Program. For more information, visit Pear at www.peartherapeutics.com.
Important Information and Where to Find It BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS OF THIMBLE POINT AND PEAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND RELATED TRANSACTIONS. THIMBLE POINT HAS FILED A REGISTRATION STATEMENT ON FORM S-4 WHICH INCLUDES A PROXY STATEMENT AND PROSPECTUS. The proxy statement/prospectus has been declared effective and will be sent to all Thimble Point stockholders of record at the close of business on October 18, 2021 for voting on the proposed business combination and other matters to be voted upon at a special meeting of Thimble Point’s stockholders (the “Special Meeting”). The definitive proxy statement/prospectus contains important information about the proposed business combination and the other matters to be voted on at the Special Meeting and is not intended to provide the basis for any investment decision or any other decision in respect of such matters.
Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov, and Thimble Point stockholders will receive information at an appropriate time on how to obtain transaction-related documents free of charge from Thimble Point. Such documents are not currently available.