Thimble Point Acquisition Corp.

PROPOSED BUSINESS COMBINATION: Pear Therapeutics, Inc.

ENTERPRISE VALUE: $1.197 billion

ANTICIPATED SYMBOL: PEAR

Thimble Point Acquisition Corp. proposes to combine with Pear Therapeutics, Inc., developing and commercializing prescription digital therapeutics (PDTs) to treat serious disease.

Pear, founded in 2013, is led by a management team that intends to leverage its biopharmaceutical, medtech, and technology expertise to create transformational products for patients and scale the delivery of them to global markets. Pear’s PDT engine enables the discovery, development and commercialization of PDTs at scale. Pear is one of nine companies invited to participate in the U.S. Food and Drug Administration’s (FDA) Precertification Pilot Program. Pear has developed and commercialized the first three FDA-authorized PDTs, has 14 product candidates, and is scaling its platform for third-party product distribution opportunities. The Company’s three FDA-authorized products, reSET®, reSET-O® and Somryst®, address large market opportunities with more than 20 million patients suffering from substance and opioid use disorders and more than 30 million from chronic insomnia, in the U.S. alone, respectively.

Like traditional medicines, PDTs are developed in a GMP-compliant environment, tested in randomized controlled trials demonstrating safety and efficacy, evaluated and authorized by regulators like the FDA, and used under the supervision of a prescribing clinician. Unlike traditional medicines, PDTs are software applications and are designed to collect real world data for use by prescribing clinicians and by payors and health systems for population health management.

SUBSEQUENT EVENT – (8-K LINK)

• On November 14, 2021, Thimble Point Acquisition Corp, Inc. and Pear Therapeutics, Inc. and an affiliate of Thimble Point’s sponsor, jointly announced an additional commitment from an affiliate of Thimble Point’s sponsor of up to $50 million.
• Such commitment is in addition to the $23 million commitment that the affiliate of Thimble Point’s sponsor made as part of the private placement that is to be consummated in connection with the business combination (the “PIPE”).
• Together, the minimum gross amounts from the PIPE and by the affiliate of Thimble Point’s sponsor are expected to be $175 million.
• Pear has agreed to waive the requirement that total cash proceeds equal or exceed $200 million.
  • Thimble Point’s sponsor has agreed to fund the greater of:
    • (i) $27 million and
    • (ii) the amount required to cause total gross proceeds from the PIPE, the commitments of Thimble Point’s sponsor and Thimble Point’s trust account to equal $175 million, subject to certain reductions if the total gross proceeds exceed $250 million.
  • In consideration for the additional backstop funding from the affiliate of Thimble Point’s sponsor, Pear and Thimble Point have agreed to release certain shares and warrants held by the Sponsor from certain earn-out conditions in connection with the business combination.
  • The affiliate of Thimble Point’s sponsor is also permitted to offer participants in the PIPE the opportunity to take part in the additional backstop funding for the transfer of certain shares and warrants held by the Sponsor in connection with such participation.
• Additionally, Pear also announced that it had secured six-month lock-up agreements covering approximately 82.4% of the shares to be issued in connection with the previously announced $125 million PIPE, in each case subject to customary exceptions.
• The parties 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.
• The Backstop is subject to certain reductions if gross transaction proceeds exceed each of $175 million and $250 million, respectively.
• KLP is permitted to offer participants in the private placement that is to be consummated in connection with the business combination (the “Subscribers”) the opportunity to participate in the Backstop in an amount up to $23 million and subject to cutback if proceeds exceed $175 million.
• As consideration for committing to fund the Backstop, THMA and Pear have agreed to release the Earn-Out Shares and Earn-Out Warrants, with such a certain number of such securities being transferred to each Subscriber that participates in the Backstop.
• The parties 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’s Earn-Out Shares and 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.
• Certain Subscribers entered into Lock-Up Agreements (each, a “Lock-Up Agreement”) with THMA, pursuant to which the Subscribers will not be able sell or otherwise transfer their Purchased Shares during the period that commences on the date of the Lock-Up Agreement and continues for 180 days after the date of the issuance of the shares pursuant to the Subscriptions, subject to customary exceptions.

TRANSACTION

• The Business Combination values the Combined Company at a pro forma equity value of approximately $1.6 billion.
• The Combined Company is expected to have approximately $450 million of net cash on its balance sheet upon the closing of the transaction.
  • This includes approximately $400 million in gross proceeds from a combination of approximately $276 million in cash held in Thimble Point’s trust account, assuming no Thimble Point shareholders exercise their redemption rights at closing, and approximately $125 million, at $10.00 per share, from a fully committed PIPE
    • PIPE 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.
    • The PIPE offering was oversubscribed, and it was upsized from $100 million to $125 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 position by investing in commercialization of Pear’s three FDA-authorized products, advancing Pear’s pipeline, and scaling its end-to-end platform.

PIPE

• $125 million PIPE at $10.00 per share
• PIPE 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.
• The PIPE offering was oversubscribed, and it was upsized from $100 million to $125 million.
• Subsequent Event – On November 14, 2021, Thimble Point Acquisition Corp, Inc. and Pear Therapeutics, Inc. and an affiliate of Thimble Point’s sponsor, jointly announced an additional commitment from an affiliate of Thimble Point’s sponsor of up to $50 million.
  • Under the terms of the revised definitive agreements, the affiliate of Thimble Point’s sponsor has agreed to fund the greater of
    • (i) $27 million and
    • (ii) the amount required to cause total gross proceeds from the PIPE, the commitments of Thimble Point’s sponsor and Thimble Point’s trust account to equal $175 million, subject to certain reductions if the total gross proceeds exceed $250 million.
  • In consideration for the additional backstop funding from the affiliate of Thimble Point’s sponsor, Pear and Thimble Point have agreed to release certain shares and warrants held by the Sponsor from certain earn-out conditions in connection with the business combination.
  • The affiliate of Thimble Point’s sponsor is also permitted to offer participants in the PIPE the opportunity to take part in the additional backstop funding for the transfer of certain shares and warrants held by the Sponsor in connection with such participation.
• Additionally, Pear also announced that it had secured six-month lock-up agreements covering approximately 82.4% of the shares to be issued in connection with the previously announced $125 million PIPE, in each case subject to customary exceptions.
• No compensation was paid in connection with the entry into of such lock-up agreements.

FORWARD PURCHASE

• Subsequent Event – On November 14, 2021, the parties 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.
• The Backstop is subject to certain reductions if gross transaction proceeds exceed each of $175 million and $250 million, respectively.
• KLP is permitted to offer participants in the private placement that is to be consummated in connection with the business combination (the “Subscribers”) the opportunity to participate in the Backstop in an amount up to $23 million and subject to cutback if proceeds exceed $175 million.
• As consideration for committing to fund the Backstop, THMA and Pear have agreed to release the Earn-Out Shares and Earn-Out Warrants, with such a certain number of such securities being transferred to each Subscriber that participates in the Backstop.
• THMA and KLP SPAC 1 LLC (“KLP”) entered into a First Amendment to Forward Purchase Agreement (the “Forward Purchase Agreement Amendment”), pursuant to which, effective as of immediately prior to the Closing, the Forward Purchase Agreement, dated February 1, 2021, between THMA and KLP, will be amended to:
  • (i) eliminate the sale of warrants to purchase THMA Class A Shares and
  • (ii) instead provide exclusively for the sale of such number of THMA Class A Shares equal to the sum of:
    • (x) 2,300,000 and
    • (y) such additional THMA Class A Shares as KLP may elect to purchase up to the lesser of:
      • (A) the number of THMA Class A 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 of THMA Class A Shares, the “Forward Purchase”).

EARNOUT

• Subsequent Event – On November 14, 2021, the parties 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’s Earn-Out Shares and 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.
• During the period between the date that is 90 days following the Closing and the fifth anniversary of the Closing (the “Earn Out Period”), THMA will issue to eligible Pear stockholders up to 12,395,625 additional THMA Class A Shares in the aggregate (the “Earn Out Shares”) in three equal tranches of 4,131,875 Earn Out Shares, respectively, upon THMA achieving $12.50, $15.00 or $17.50, respectively, as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period.

SPONSOR AGREEMENT

NOTABLE CONDITIONS TO CLOSING

• Subsequent Event – On November 14, 2021, in connection with the revised definitive agreements, Pear has agreed to waive the requirement that total cash proceeds equal to or exceed $200 million.
• The Closing THMA Cash being equal to or exceeding $200,000,000.

NOTABLE CONDITIONS TO TERMINATION

• By either THMA or Pear if the Merger is not consummated by December 21, 2021 (or, in the event that the Proxy / Registration Statement has not become effective by November 11, 2021 and certain other conditions have been satisfied, March 21, 2022).

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 to Pear.
• Citi and Cowen are serving as a 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.

MANAGEMENT & BOARD

Executive Officers

Elon S. Boms, 40
Chief Executive Officer and Chairman

Elon S. Boms also serves as the Managing Director of the Pritzker Vlock Family Office, a position he has held since 2017. During his tenure, Mr. Boms has managed a private portfolio including over 50 private market investments and over 25 large scale real estate investments. On behalf of the Pritzker Vlock Family Office, he has led investments in 25 growth stage companies, including 10 exits, three of which were initial public offerings. In addition to his position at the Pritzker Vlock Family Office, Mr. Boms is the Co-Founder and Chairman of LaunchCapital, LLC, a premier venture capital firm with offices in Boston, New Haven and New York. Since inception in 2008, the firm has invested in over 200 technology companies and has a co-investor network of more than one thousand individuals and firms. During his career, Mr. Boms has served on the board of directors of more than 30 companies, including Pico Quantitative Trading, Gelesis Inc., Core Informatics (acquired by Thermo Fisher Scientific Inc.) and Domino Media Group (acquired by Multiply Media, LLC). An industry expert, Mr. Boms has taught courses at the Yale School of Management on Private Equity and Venture Capital and on Entrepreneurial Finance. He holds an MBA from the Yale School of Management.

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Steven J. Benson, 62
Chief Operating Officer and Director

Steven J. Benson has been a Venture Partner of the Pritzker Vlock Family Office since 2017 and a Venture Partner of LaunchCapital, LLC since 2016. Mr. Benson has extensive experience as a growth stage specialist with a core focus on enterprise sales and “software as a service”. He has been a venture capitalist since 2001, and prior to that was an operating executive for twenty years. He served as senior vice president for Worldwide Sales & Marketing of Shiva Corporation, which completed its initial public offering in 1994, and as Chief Executive Officer of MCK Communications, where he was recognized as “CEO of the Year” by the MA Telecom council in 1998, and led the company’s initial public offering in 1999. As the first institutional investor in LogMeIn, Inc, Mr. Benson was instrumental in the growth of the company and its initial public offering. He served on the board of directors of LogMeIn, Inc. until its sale at an aggregate equity valuation of approximately $4.3 billion in August 2020. Mr. Benson has invested in and/or served on the board of directors for 25 companies during his career, including 12 exits, and served as trusted CEO coach to a number of these companies. Mr. Benson previously hosted a weekly radio show on Bloomberg radio focusing on Alternative Investments and served as an Executive in Residence at Bentley University, where he is currently on the Board of the Bentley Endowment Fund.

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Joseph Iannotta, 41
Chief Financial Officer

Joseph Iannotta has served as the Controller of the Pritzker Vlock Family Office since 2018 where he is responsible for the accounting and taxation of a private portfolio across direct investments, real estate, private equity and partnership fund sectors. Mr. Iannotta has 20 years of experience in both large multi-national firms and start-up operations. He has extensive financial and operational experience in the private equity and equity portfolio accounting industries. Prior to joining the Pritzker Vlock Family Office, Mr. Iannotta served as fund controller at Grove Fund Management from 2017 to 2018 and as senior fund controller at Portfolio Advisors, LLC from 2016 to 2017. From 2010 to 2016 he was with GE Capital. While with the Energy Financial Services business he served as a senior manager where he managed the accounting and finances of a multi-billion-dollar equity portfolio. Mr. Iannotta began his career in both the tax and audit space with PricewaterhouseCoopers LLP and Deloitte LLP. He received a BS with honors in Accounting from Providence College, he holds an MBA from the University of Connecticut School of Business.

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Board of Directors

Michael J. Christenson, 62
Director

Mr. Christenson serves as the Chief Operating Officer of New Relic, Inc., a cloud-based observability platform that developers and engineers use to build and manage enterprise software systems. Mr. Christenson served as President and Chief Operating Officer of New Relic, Inc. from 2019 until 2021. Prior to that, Mr. Christenson served as a Managing Director at Allen & Company, a private investment banking firm, from 2010 until 2020, where he advised technology companies on mergers, acquisitions, divestitures and capital raising and invested in enterprise software companies. From 2005 to 2010, Mr. Christenson served in various roles at CA, Inc., an enterprise systems management and security software company, including President and Chief Operating Officer and Executive Vice President of Strategy and Corporate Development. Mr. Christenson was an investment banker from 1987 to 2004 at Salomon Brothers Inc. and its successor firm, Citigroup Global Markets, Inc. Mr. Christenson has served on the board of directors of New Relic, Inc. since August 2018 and a board observer from 2010 to 2015. Mr. Christenson has served on the board of directors of Akeyless Security Ltd., a security software company based in Israel, since October 2020. He is also a member of the Council on Foreign Relations.. Mr. Christenson holds a B.A. in Chemistry from Rutgers University and a Master of Business Administration from New York University.

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Meghan M. FitzGerald, 50
Director

Ms. FitzGerald had served at LetterOne Holdings S.A., an international investment fund, where she led L1 Health LLC’s inaugural investment vehicle as Managing Partner from October 2016 to December 2019. Ms. FitzGerald currently serves as a strategic advisory board member to Goldman Sachs’ flagship private equity platform and as a Senior Advisor to Wellspring Capital Management LLC, a private equity firm. In addition to her corporate roles, she has served as an Adjunct Associate Professor of Health Policy at Columbia University since September 2014. From May 2015 to October 2016, Ms. FitzGerald served as Executive Vice President of Strategy and Policy at Cardinal Health, a healthcare services and product company. From 2010 to 2015, she served as President of Cardinal’s Specialty Solutions division. Ms. FitzGerald has served on the board of directors of Tenet Healthcare Corporation since May 2018, where she is the Chairwoman of the governance committee and is a member of the quality, compliance & ethics committee. Ms. FitzGerald previously served on the board of Concert Pharmaceuticals, Inc. from March 2016 until December 2018 and on the Board of Arix Bioscience plc. from July 2017 until April 2019. She holds a DrPH in Healthcare Policy from New York Medical College, a BSN in Nursing from Fairfield University, and a Master of Public Health from Columbia University.

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Henry S. Miller, 75
Director

Mr. Miller co-founded and has been Chairman of Marblegate Asset Management, LLC, a privately owned asset management firm, since 2009. He was co-founder, Chairman and a Managing Director of Miller Buckfire & Co., LLC, an investment bank, from 2002 to 2011 and Chief Executive Officer from 2002 to 2009. Prior to founding Miller Buckfire & Co., LLC, Mr. Miller was Vice Chairman and a Managing Director at Dresdner Kleinwort Wasserstein and its predecessor company Wasserstein Perella & Co., where he served as the global head of the firm’s financial restructuring group. Prior to that, Mr. Miller was a Managing Director and Head of both the Restructuring Group and Transportation Industry Group of Salomon Brothers Inc. Mr. Miller has served on the board of directors of American International Group, Inc. since 2010, where he is a member of the compensation and management resources committee and technology committee. He served on the board of Interpublic Group of Companies, Inc. from 2015 until May 2020 and on the board of Ally Financial Inc. from 2012 to 2014. Mr. Miller was the recipient of the 2019 M&A Advisor Lifetime Achievement Award.

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