Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on
Amendment to Forward Purchase Agreement
As previously disclosed, on
On
The foregoing description of the Second Amendment to the Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment to the Forward Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Amendment to Sponsor Support Agreement
As previously disclosed, on
On
The foregoing description of the Amendment to the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to the Sponsor Support Agreement, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
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Waiver and Consents under Business Combination Agreement
As previously disclosed, the Business Combination Agreement provides that the
obligation of Pear to consummate the Merger is subject to the condition that
THMA have cash at the time of closing (including cash contained in the Trust
Account (as defined in the Business Combination Agreement), plus other cash and
cash equivalents of THMA, plus the cash proceeds delivered to THMA in connection
with the consummation of the Subscriptions and the Existing Forward Purchase
Agreement, less the aggregate amount of cash proceeds that will be required to
satisfy the redemption of any public shares, less the repayment of the
On
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Item 8.01 Other Events. PIPE Lock-Up Agreements
As previously disclosed, on
On
The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On
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THMA Stockholder Meeting
In connection with the execution of the Relevant Agreements, Thimble Point
expects that the special meeting of Thimble Point stockholders to vote on the
combination with Pear (the "Special Meeting"), originally scheduled for
Additional Information and Where to Find It
This Current Report relates to a proposed transaction between Pear and THMA.
This Current Report does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the proposed transaction, THMA
filed a registration statement on Form S-4 (File No. 333-257982) with the
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 Subscriptions, 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 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
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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
Disclaimer
This Current Report relates to a proposed Business Combination between the THMA and Pear. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 10.1 Second Amendment to Forward Purchase Agreement, dated as ofNovember 14, 2021 . 10.2 Amendment to the Sponsor Support Agreement, dated as ofNovember 14, 2021 . 10.3 Letter Agreement, dated as ofNovember 14, 2021 . 99.1 Form of PIPE Lock-Up Agreement. 99.2 Press Release issued by THMA and Pear onNovember 15, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(b)(2). The THMA agrees to furnish supplementally a copy
of any omitted schedule to the
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