PEAR / Pear Therapeutics Inc - Class A - Документы SEC, Годовой отчет, Доверенное заявление

PEAR / Pear Therapeutics Inc - Class A / JAZZ Human Performance Opportunity Fund, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pear Therapeutics, Inc. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 704723105 (CUSIP Number) John Harris JAZZ Venture Partners 548 Market Street, #27799 San Francisco, CA 94104 (206) 550-3838 (Name, A

PEAR / Pear Therapeutics Inc - Class A / 5AM Ventures IV, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pear Therapeutics, Inc. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 704723105 (CUSIP Number) Rebecca Lucia 5AM Venture Management, LLC 501 2nd Street, Suite 350 San Francisco, CA 94107 (415) 993-8565

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 PEAR THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 PEAR THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizatio

Pear Therapeutics Files for Chapter 11 and Will Seek to Sell Assets Through Sales Process

Pear Therapeutics Files for Chapter 11 and Will Seek to Sell Assets Through Sales Process BOSTON – April 7, 2023 – Pear Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39969 Pear Therapeutics, Inc. (Exact name of Registran

by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP, as administrative agent, and the other parties thereto

Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY, dated as of January 13, 2023 (this “Amendment”), is by and among PEAR THERAPETUICS, INC.

Separation Letter Agreement, dated as of December 17, 2022, by and between Pear Therapeutics, Inc. and Katherine

Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential.

First Amendment to Exclusive License Agreement date as of December 8, 2022, by and among Pear Therapeutics (US), Inc. and the University of Virginia Licensing & Ventures Group

FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT OF June 28, 2018 University of Virginia Licensing & Ventures Group – Pear Therapeutics (US), Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 PEAR THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizati

Pear Therapeutics Announces Process Exploring Strategic Alternatives

Pear Therapeutics Announces Process Exploring Strategic Alternatives BOSTON – March 17, 2023 – Pear Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 PEAR THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organiz

PEAR / Pear Therapeutics Inc - Class A / SB Global Advisors Ltd - SC 13G/A Passive Investment

SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Pear Therapeutics, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 704723105 (

JOINT FILING AGREEMENT

EX-99 2 d441492dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the i

As filed with the Securities and Exchange Commission on February 9, 2023

As filed with the Securities and Exchange Commission on February 9, 2023 Registration No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Pear Therapeutics, Inc.

Up to $150,000,000 of Shares of Class A Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-269097 PROSPECTUS SUPPLEMENT (To Prospectus dated January 10, 2023) Up to $150,000,000 of Shares of Class A Common Stock We have entered into an at the market offering agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) and Virtu Americas LLC (“Virtu” and, collectively with Wainwright, the “Sales Agents” and each a

Pear Therapeutics, Inc. 200 State Street, 13th Floor Boston, MA 02109

Pear Therapeutics, Inc. 200 State Street, 13th Floor Boston, MA 02109 January 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Pear Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-269097 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 PROSPECTUS PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus relates to the issuance by us of (a) up to 5,013,333 shares of Pear Class A Common Shares (as defined below), issuable upon the exercise of the Private Placement Warrants (as defined b

At the Market Offering Agreement by and among Pear Therapeutics, Inc., H.C. Wainwright & Co., LLC and Virtu Americas LLC, dated January 3, 2023 (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 3, 2023)

EX-1.2 3 exhibit12-sx3.htm EX-1.2 Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT January 3, 2023 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Virtu Americas LLC 1633 Broadway, 41st Floor New York, New York 10019 Ladies and Gentlemen: Pear Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C.

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 Prospectus Supplement No. 7 (To Prospectus dated March 29, 2022) PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement no. 7 (this ?Prospectus Supplement?) amends and supplements the prospectus dated March 29, 2022 (as supplemented or ame

As filed with the Securities and Exchange Commission on January 3, 2023

As filed with the Securities and Exchange Commission on January 3, 2023 Registration Statement No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2023 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizat

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Pear Therapeutics, Inc.

As filed with the Securities and Exchange Commission on January 3, 2023

As filed with the Securities and Exchange Commission on January 3, 2023 Registration Statement No.

Form of Indenture

Exhibit 4.4 PEAR THERAPEUTICS, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 5 Section 1.03 Incorporation by Reference of Trust Indenture Act. 5 Section 1.04 Rules of Construction. 6 ARTICLE II THE SECURITIES 6 Section 2.01 Issuable in Series. 6 Section 2.02 Establishm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 PEAR THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organiz

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 Prospectus Supplement No. 6 (To Prospectus dated March 29, 2022) PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement no. 6 (this ?Prospectus Supplement?) amends and supplements the prospectus dated March 29, 2022 (as supplemented or ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39969 Pear

Pear Therapeutics Reports Third Quarter 2022 Results

Pear Therapeutics Reports Third Quarter 2022 Results •Grew revenue 24% quarter-over-quarter to $4.

PEAR / Pear Therapeutics Inc - Class A / 5AM Ventures IV, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pear Therapeutics, Inc. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 704723105 (CUSIP Number) Rebecca Lucia 5AM Venture Management, LLC 501 2nd Street, Suite 350 San Francisco, CA 94107 (415) 993-8565

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 Prospectus Supplement No. 5 (To Prospectus dated March 29, 2022) PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement no. 5 (this ?Prospectus Supplement?) amends and supplements the prospectus dated March 29, 2022 (as supplemented or ame

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizat

Pear Therapeutics Reports Second Quarter 2022 Results

Pear Therapeutics Reports Second Quarter 2022 Results ?20% quarter-over-quarter revenue growth to $3.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39969 Pear Thera

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 Prospectus Supplement No. 4 (To Prospectus dated March 29, 2022) PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement no. 4 (this ?Prospectus Supplement?) amends and supplements the prospectus dated March 29, 2022 (as supplemented or ame

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizatio

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizatio

Pear Therapeutics Announces Three New Board Members

Pear Therapeutics Announces Three New Board Members ?New Board Members Paul Mango, Shiva Rajaraman, and Tim Wicks bring a depth of experience and knowledge in both the healthcare and technology industries BOSTON ? June 15, 2022 ? Pear Therapeutics, Inc.

Pear Therapeutics, Inc. Severance and Change in Control Plan

Pear Therapeutics, Inc. Severance And Change In Control Plan Section 1. Introduction and Purpose. The Pear Therapeutics, Inc. Severance and Change in Control Plan (the ?Plan?) is hereby established by the Board of Directors of Pear Therapeutics, Inc. (the ?Company?) effective as of June 14, 2022. The purpose of the Plan is to provide for the payment of severance and/or Change in Control (as define

Pear Therapeutics, Inc. Severance and Change in Control Plan.

Pear Therapeutics, Inc. Severance And Change In Control Plan Section 1. Introduction and Purpose. The Pear Therapeutics, Inc. Severance and Change in Control Plan (the ?Plan?) is hereby established by the Board of Directors of Pear Therapeutics, Inc. (the ?Company?) effective as of June 14, 2022. The purpose of the Plan is to provide for the payment of severance and/or Change in Control (as define

Pear Therapeutics, Inc. Severance and Change in Control Plan.

Pear Therapeutics, Inc. Severance And Change In Control Plan Section 1. Introduction and Purpose. The Pear Therapeutics, Inc. Severance and Change in Control Plan (the ?Plan?) is hereby established by the Board of Directors of Pear Therapeutics, Inc. (the ?Company?) effective as of June 14, 2022. The purpose of the Plan is to provide for the payment of severance and/or Change in Control (as define

Press Release of Pear Therapeutics, Inc. dated June 15, 2022.

Pear Therapeutics Announces Three New Board Members ?New Board Members Paul Mango, Shiva Rajaraman, and Tim Wicks bring a depth of experience and knowledge in both the healthcare and technology industries BOSTON ? June 15, 2022 ? Pear Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 PEAR THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizatio

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 Prospectus Supplement No. 3 (To Prospectus dated March 29, 2022) PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement no. 3 (this ?Prospectus Supplement?) amends and supplements the prospectus dated March 29, 2022 (as supplemented or ame

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizatio

Press Release of Pear Therapeutics, Inc. dated June 15, 2022.

Pear Therapeutics Announces Three New Board Members ?New Board Members Paul Mango, Shiva Rajaraman, and Tim Wicks bring a depth of experience and knowledge in both the healthcare and technology industries BOSTON ? June 15, 2022 ? Pear Therapeutics, Inc.

1 Software for the Treatment of Serious Disease Prescription Digital Therapeutics Investor Day June 6, 2022 2 Forward-Looking Statements and other Cautions/Industry and Market Data Unless the context indicates otherwise, the terms “Pear,” “Company,”

1 Software for the Treatment of Serious Disease Prescription Digital Therapeutics Investor Day June 6, 2022 2 Forward-Looking Statements and other Cautions/Industry and Market Data Unless the context indicates otherwise, the terms ?Pear,? ?Company,? ?we,? ?us,? and ?our? refer to Pear Therapeutics, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organization

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 Prospectus Supplement No. 2 (To Prospectus dated March 29, 2022) PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement no. 2 (this ?Prospectus Supplement?) amends and supplements the prospectus dated March 29, 2022 (as supplemented or ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39969 Pear Ther

Pear Therapeutics Reports First Quarter 2022 Financial Results

Pear Therapeutics Reports First Quarter 2022 Financial Results ?108% quarter-over-quarter revenue growth to $2.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organization

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organization

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 Prospectus Supplement No. 1 (To Prospectus dated March 29, 2022) PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement no. 1 (this ?Prospectus Supplement?) amends and supplements the prospectus dated March 29, 2022 (as supplemented or ame

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 Prospectus Supplement No. 1 (To Prospectus dated March 29, 2022) PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement no. 1 (this ?Prospectus Supplement?) amends and supplements the prospectus dated March 29, 2022 (as supplemented or ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 PROSPECTUS PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus relates to the issuance by us of (a) up to 5,013,333 shares of Class A common stock, par value $0.0001 per share (?Pear Class A Common Shares?), issuable upon the exercise of the Priva

Third Amendment to Credit Agreement and Guaranty, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP and the other parties thereto

Exhibit 10.34 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT AND GUARANTY This THIRD AMENDMENT TO CREDIT AGREEMENT AND GUARANTY, dated as of March 25, 2022 (this ?Agreement?), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (f/k/a THIMBLE POINT ACQUISITION CORP.) (?Holdings?), PEAR THERAPEUTICS (US), INC., a Delaware corporation (f/k/a PEAR THERAPEUTICS, INC.) (the ?Bor

Pear Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results

Pear Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results ?$4.

Amended and Restated Security Agreement, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP, as administrative agent, and the other parties thereto

Exhibit 10.35 Execution Version AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (this ?Agreement?), dated as of March [], 2022 is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (?Holdings?), PEAR THERAPEUTICS (US), INC., a Delaware corporation (the ?Borrower?), certain Subsidiaries of Holdings party hereto or having acceded hereto pursuant to

Exhibit 4.4

DESCRIPTION OF SECURITIES The following description summarizes certain important terms of our capital stock as of the date of this Annual Report on Form 10-K as specified in our Second Amended and Restated Certificate of Incorporation (our, ?Certificate of Incorporation?) and Amended and Restated Bylaws (the ?Bylaws?).

Amended and Restated Security Agreement, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP, as administrative agent, and the other parties thereto.

Exhibit 10.35 Execution Version AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (this ?Agreement?), dated as of March 25, 2022 is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (?Holdings?), PEAR THERAPEUTICS (US), INC., a Delaware corporation (the ?Borrower?), certain Subsidiaries of Holdings party hereto or having acceded hereto pursuant to

, 2020, by and between Pear Therapeutics, Inc. and CP 200 State LLC as successor-in-interest to GLL 200 State Street, L.P.

Exhibit 10.33 EXECUTION COPY SECOND AMENDMENT TO OFFICE LEASE AGREEMENT THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Amendment?) is made as of 12/30/2020 (the ?Effective Date?) by and between CP 200 STATE LLC, a Delaware limited liability company (?Landlord?), and PEAR THERAPEUTICS, INC., a Delaware corporation (?Tenant?). RECITALS A.Landlord is the current owner of the office building l

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organiza

Second Amendment to Office Lease Agreement, dated as of December 30, 2020, by and between Pear Therapeutics, Inc. and CP 200 State LLC as successor-in-interest to GLL 200 State Street, L.P.

Exhibit 10.33 EXECUTION COPY SECOND AMENDMENT TO OFFICE LEASE AGREEMENT THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Amendment?) is made as of 12/30/2020 (the ?Effective Date?) by and between CP 200 STATE LLC, a Delaware limited liability company (?Landlord?), and PEAR THERAPEUTICS, INC., a Delaware corporation (?Tenant?). RECITALS A.Landlord is the current owner of the office building l

Filing Fee Table

EX-FILING FEES 2 exhibit107-posam.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Pear Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share

As filed with the Securities and Exchange Commission on March 29, 2022

As filed with the Securities and Exchange Commission on March 29, 2022 Registration No.

Amended and Restated Intercompany Subordination Agreement, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP, as administrative agent, and the other parties thereto.

Exhibit 10.36 Execution Version AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT This AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT, dated as of March 25, 2022 (this ?Subordination Agreement?), is entered into by and among Pear Therapeutics, Inc., a Delaware corporation (?Holdings?), Pear Therapeutics (US), Inc., a Delaware corporation (the ?Borrower?), certain Subsidiaries of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39969 Pear Therapeutics, Inc. (Exact name of Registran

Amended and Restated Intercompany Subordination Agreement, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP, as administrative agent, and the other parties thereto

Exhibit 10.36 Execution Version AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT This AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT, dated as of March 25, 2022 (this ?Subordination Agreement?), is entered into by and among Pear Therapeutics, Inc., a Delaware corporation (?Holdings?), Pear Therapeutics (US), Inc., a Delaware corporation (the ?Borrower?), certain Subsidiaries of

Third Amendment to Credit Agreement and Guaranty, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP and the other parties thereto.

Exhibit 10.34 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT AND GUARANTY This THIRD AMENDMENT TO CREDIT AGREEMENT AND GUARANTY, dated as of March 25, 2022 (this ?Agreement?), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (f/k/a THIMBLE POINT ACQUISITION CORP.) (?Holdings?), PEAR THERAPEUTICS (US), INC., a Delaware corporation (f/k/a PEAR THERAPEUTICS, INC.) (the ?Bor

Pear Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results

Pear Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results ?$4.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organizati

JOINT FILING AGREEMENT

Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G.

PEAR / Pear Therapeutics Inc - Class A / CITADEL ADVISORS LLC - PEAR THERAPEUTICS, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Pear Therapeutics, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) 70

PEAR / Pear Therapeutics Inc - Class A / SB Global Advisors Ltd - SC 13G/A Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Pear Therapeutics, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 704723105 (CUSIP Num

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Pear Therapeutics, Inc.

As filed with the Securities and Exchange Commission on February 7, 2022

As filed with the Securities and Exchange Commission on February 7, 2022 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organiza

Pear Therapeutics Announces Operational Performance Metrics for Full Year 2021 and Reaffirms Financial and Operational Performance Metrics for Full Year 2022

Pear Therapeutics Announces Operational Performance Metrics for Full Year 2021 and Reaffirms Financial and Operational Performance Metrics for Full Year 2022 ?2021 commercial operational performance metrics, including number of prescriptions, prescription fulfillment rate, and number of covered lives met public guidance ?2021 financial results to be announced in March ?2022 operational and financial metrics remain unchanged BOSTON, January 18, 2022 ? Pear Therapeutics, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation or organiza

1 Software-based Medicines for the Treatment of Serious Disease Prescription Digital Therapeutics Investor Presentation January 2022 Copyright 2022, Pear Therapeutics, Inc. All rights reserved. 2 Safe Harbor Statements Forward-Looking Statements and

1 Software-based Medicines for the Treatment of Serious Disease Prescription Digital Therapeutics Investor Presentation January 2022 Copyright 2022, Pear Therapeutics, Inc.

PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261876 PROSPECTUS PEAR THERAPEUTICS, INC. 95,711,409 Shares of Class A Common Stock 5,013,333 Warrants to Purchase Shares of Class A Common Stock This prospectus relates to the issuance by us of (a) up to 5,013,333 shares of Class A common stock, par value $0.0001 per share (?Pear Class A Common Shares?), issuable upon the exercise of the Priva

Pear Therapeutics, Inc. 200 State Street, 13th Floor Boston, Massachusetts 02109

Pear Therapeutics, Inc. 200 State Street, 13th Floor Boston, Massachusetts 02109 December 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Pear Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-261876 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 193

As filed with the Securities and Exchange Commission on December 23, 2021

As filed with the Securities and Exchange Commission on December 23, 2021 Registration No.

Second Amendment to Credit Agreement, dated as of December 3, 2021, by and among Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto

Exhibit 10.26 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 3, 2021 (this “Agreement”), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (i

PEAR / Pear Therapeutics Inc - Class A / 5AM Ventures IV, L.P. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pear Therapeutics, Inc. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 704723105 (CUSIP Number) Rebecca Lucia 5AM Venture Management, LLC 501 2nd Street, Suite 350 San Francisco, CA 94107 (415) 993-8565 (

PEAR / Pear Therapeutics Inc - Class A / JAZZ Human Performance Opportunity Fund, LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pear Therapeutics, Inc. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 704723105 (CUSIP Number) John Harris JAZZ Venture Partners 548 Market Street, #27799 San Francisco, CA 94104 (206) 550-3838 (Name, Ad

JOINT FILING AGREEMENT

EX-99 2 d270354dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the i

PEAR / Pear Therapeutics Inc - Class A / SB Global Advisors Ltd - SC 13G Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Pear Therapeutics, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 704723105 (CUSIP Numb

PEAR / Pear Therapeutics Inc - Class A / Arboretum Ventures IV, L.P. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pear Therapeutics, Inc. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 704723105 (CUSIP Number) December 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Joint Filing Agreement by Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd, Temasek Life Sciences Private Limited, Elbrus Investments Pte. Ltd. and TLS Beta Pte. Ltd., dated as of December 9, 2021.

EX-99.1 2 d243715dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of December 9, 2021, by and among Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd, Temasek Life Sciences Private Limited, Elbrus Investments Pte. Ltd. and TLS Beta Pte. Ltd. The parties to this Agreement agree to prepare jointly and fil

PEAR / Pear Therapeutics Inc - Class A / McCann Corey - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pear Therapeutics, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 704723 105 (CUSIP Number) 200 State Street, 13th Floor Boston, MA 02109 (617) 925-7848 (Name, Address and Telephone Number of Person Authorized to Receive Notices

PEAR / Pear Therapeutics Inc - Class A / Temasek Holdings (Private) Ltd - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PEAR THERAPEUTICS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 704723105 (CUSIP Number) December 3, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan

EX-10.8 5 d229891dex108.htm EX-10.8 Exhibit 10.8 PEAR THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Co

Form of Rollover Non-Qualified Stock Option Agreement Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan

Exhibit 10.15 Rollover Option NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE PEAR THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN This option is being granted, in accordance with Treasury Regulation 1.409A-1(b)(5)(v)(D), in substitution for an option granted on [] for [] shares of common stock of Pear Therapeutics, Inc. under the Pear Therapeutics, Inc. 2013 Stock Incentive Plan (the ?Orig

List of Subsidiaries*

EX-21.1 18 d229891dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF PEAR THERAPEUTICS, INC. NAME OF ORGANIZATION JURISDICTION Pear Therapeutics (US), Inc. Delaware Pear Therapeutics Securities Corporation Massachusetts

Forward Purchase Agreement Assignment dated as of December 2, 2021*

Exhibit 10.32 FORWARD PURCHASE AGREEMENT ASSIGNMENT This Assignment (the ?Assignment?) is made as of December 2, 2021 by and among the KLP SPAC I LLC, a Delaware limited liability company (the ?Assignor?), PH Investments, LLC, a Delaware limited liability company (the ?Assignee?) and Thimble Point Acquisition Corp., a Delaware corporation (the ?Company?). Capitalized terms used but not defined her

Form of Indemnification Agreement entered into by Andrew Schwab and Zack Lynch*

Exhibit 10.31 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this ?Agreement?) is dated as of December 3, 2021 and is between Pear Therapeutics, Inc., a Delaware corporation (the ?Company?), [name of Indemnitee] (?Indemnitee?) and [name of fund(s)] (collectively, the ?[name of fund] Entities?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Indivi

Second Amendment to Credit Agreement, dated as of December 3, 2021, by and among Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto+

EX-10.26 14 d229891dex1026.htm EX-10.26 Certain identified confidential information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [****] indicates that information has been omitted. Exhibit 10.26 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of Decembe

Pear Therapeutics and Thimble Point Announce Closing of Business Combination to Create Publicly Traded Prescription Digital Therapeutics Company

Exhibit 99.4 Pear Therapeutics and Thimble Point Announce Closing of Business Combination to Create Publicly Traded Prescription Digital Therapeutics Company ? Publicly traded company called Pear Therapeutics, Inc. to begin trading on Nasdaq under ticker symbol ?PEAR? starting December 6, 2021 ? Total expected gross proceeds from transaction totaling approximately $175 million BOSTON ? December 3,

Form of Rollover Incentive Stock Option Agreement under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan

Exhibit 10.13 Rollover Option INCENTIVE STOCK OPTION AGREEMENT UNDER THE PEAR THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN This option is being granted, in accordance with Treasury Regulation 1.424-1, in substitution for an option granted on [] for [] shares of common stock of Pear Therapeutics, Inc. under the Pear Therapeutics, Inc. 2013 Stock Incentive Plan (the ?Original Option?). Na

Form of Restricted Stock Award Agreement under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan

EX-10.11 8 d229891dex1011.htm EX-10.11 Exhibit 10.11 RESTRICTED STOCK AWARD AGREEMENT UNDER THE PEAR THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Shares: Grant Date: Pursuant to the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Pear Therapeutics, Inc. (the “Company”) hereby grants a Restricted Stock

Form of Incentive Stock Option Agreement under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan

Exhibit 10.10 INCENTIVE STOCK OPTION AGREEMENT UNDER THE PEAR THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date (110% of FMV if a 10% owner)] Grant Date: Expiration Date: [No more than 10 years (5 years if a 10% owner)] Pursuant to the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan as

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 PEAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction (Commission (IRS Employer of

Letter from Marcum LLC to the SEC

EX-16.1 Exhibit 16.1 December 7, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Thimble Point Acquisition Corp. under Item 4.01 of its Form 8-K dated December 7, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Thimble Po

Amended and Restated Registration Rights Agreement*

EX-10.1 4 d229891dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into by and among Pear Therapeutics, Inc., a Delaware corporation (the “Company”) (formerly known as Thimble Point Acquisition Corp.), LJ10 LLC, a Delaware limited liability company (the

Form of Restricted Stock Unit Award Agreement under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan

EX-10.12 9 d229891dex1012.htm EX-10.12 Exhibit 10.12 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE PEAR THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pear Therapeutics, Inc. (the “Company”) hereby grant

Selected Unaudited Pro forma Condensed Combined Financial Information and Other Data

Exhibit 99.2 Selected Unaudited Pro forma Condensed Combined Financial Information and Other Data Capitalized terms used but not defined in this Exhibit 99.2 shall have the meanings ascribed to them in the Current Report on Form 8-K (this ?Report?) filed with the Securities and Exchange Commission (the ?SEC?) on December 7, 2021 and, if not defined in this Report, the final prospectus and definiti

PEAR THERAPEUTICS (US), INC. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets F-2 Condensed Consolidated Statements of Operations and Comprehensive Loss F-3 Condensed Consolidated Statement of

Exhibit 99.1 PEAR THERAPEUTICS (US), INC. INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets F-2 Condensed Consolidated Statements of Operations and Comprehensive Loss F-3 Condensed Consolidated Statement of Convertible Preferred Stock and Stockholders? Deficit F-4 Condensed Consolidated Statements of Cash Flows F-5 Notes to Condensed Consolid

Form of Non-Qualified Stock Option Agreement Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan

EX-10.14 11 d229891dex1014.htm EX-10.14 Exhibit 10.14 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE PEAR THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date] Grant Date: Expiration Date: [No more than 10 years] Pursuant to the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan as amended th

Management’s Discussion and Analysis of Financial Condition and Results of Operations

EX-99.3 21 d229891dex993.htm EX-99.3 Exhibit 99.3 Management’s Discussion and Analysis of Financial Condition and Results of Operations All references to years, unless otherwise noted, refer to our fiscal years, which end on December 31. Pear Therapeutics, Inc. changed it’s name to Pear Therapeutics (US), Inc. on December 3, 2021. For purposes of this section, all references to “we,” “us,” “our,”

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 8th day of December, 2021, by and among LJ10 LLC and KLP SPAC 1 LLC. The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the shares of Class A Common Stock, $0.0001 par value per share, of Pear Therapeutics, Inc. (t

PEAR / Pear Therapeutics Inc - Class A / LJ10 LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Pear Therapeutics, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 704723105 (CUSIP Number) December 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

Amended and Restated Bylaws of Pear Therapeutics, Inc.*

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PEAR THERAPEUTICS, INC. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s register

Second Amended and Restated Certificate of Incorporation of Thimble Point Acquisition Corp.*

EX-3.1 2 d229891dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THIMBLE POINT ACQUISITION CORP. December 3, 2021 Thimble Point Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Thimble Point Acquisition Corp.” The original ce

Pear Therapeutics, Inc. 2021 Employee Stock Purchase Plan

Exhibit 10.9 PEAR THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Pear Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of Pear Therapeutics, Inc. (the ?Company?) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company?s common stock, par value $0.0001 per share (the ?Commo

Non-Employee Director Compensation Policy*

Exhibit 10.19 Pear Therapeutics, Inc. Non-Employee Director Compensation Policy (As of December 3, 2021) Director Compensation Non-employee members of the board of directors (the ?Board?) of Pear Therapeutics, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation commencing on December 3, 2021, as set forth in this Non-Employee Director Compensation Policy (this ?Policy?).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2021 Thimble Point A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2021 Thimble Point A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2021 Thimble Point A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

Pear Therapeutics Provides 2021 Business Update and Reaffirms Full Year 2021 Revenue Guidance

Filed by Thimble Point Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Thimble Point Acquisition Corp. Commission File No. 001-39969 Date: November 15, 2021 Pear Therapeutics Provides 2021 Business Update and Reaffirms Full Year 2021 Revenue Guidance BOSTON ? Nove

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).

EX-10.3 4 d261445dex103.htm EX-10.3 Exhibit 10.3 Pear Therapeutics, Inc. 200 State Street, 13th Floor Boston, MA 02109 November 14, 2021 Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510 Attention: Elon Boms Email: [email protected] With a copy to: Sullivan & Cromwell LLP 125 Broad Street, New York, New York, 10004 Attention: Melissa Sawyer Email: saw

Thimble Point Acquisition Corp. Lock-Up Agreement November 14, 2021

Exhibit 99.1 Thimble Point Acquisition Corp. Lock-Up Agreement November 14, 2021 Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510 Re: Thimble Point Acquisition Corp. - Lock-Up Agreement Ladies and Gentlemen: This agreement (the ?Lock-Up Agreement?) is being delivered to you in connection with the subscription agreements (each a ?Purchase Agreement?) entere

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2021 Thimble Point A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

Amendment to the Sponsor Support Agreement, dated as of November 14, 2021*

EX-10.2 3 d261445dex102.htm EX-10.2 Exhibit 10.2 AMENDMENT TO THE SPONSOR SUPPORT AGREEMENT This Amendment to the Sponsor Support Agreement (this “Amendment”) is dated as of November 14, 2021, by and among LJ10 LLC, a Delaware limited liability company (the “Sponsor Holdco”), Thimble Point Acquisition Corp., a Delaware corporation (“THMA”), and Pear Therapeutics, Inc., a Delaware corporation (the

CONFIDENTIAL DRAFT – NOT FOR DISTRIBUTION Thimble Point and Pear Therapeutics Announce Additional $50 million in Committed Capital to Fund Business Plan Increases minimum gross proceeds from PIPE and Sponsor to $175 million Removes minimum cash as a

Exhibit 99.2 CONFIDENTIAL DRAFT ? NOT FOR DISTRIBUTION Thimble Point and Pear Therapeutics Announce Additional $50 million in Committed Capital to Fund Business Plan Increases minimum gross proceeds from PIPE and Sponsor to $175 million Removes minimum cash as a condition to the closing of the business combination PIPE Investors have agreed to lock-up 82.4% of the PIPE shares BOSTON ? November 15,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

Second Amendment to Forward Purchase Agreement, dated as of November 14, 2021*

EX-10.1 2 d261445dex101.htm EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO FORWARD PURCHASE AGREEMENT This Second Amendment to Forward Purchase Agreement (this “Second Amendment”), dated as of November 14, 2021, is entered into by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and KLP SPAC 1 LLC, a Delaware limited liability company (the “Purchaser”). Capitalized te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2021 Thimble Point A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (

THIMBLE POINT ACQUISITION CORP. 195 Church Street, 15th Floor New Haven, Connecticut 06510 **** IMPORTANT REMINDER ****

Filed by Thimble Point Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Thimble Point Acquisition Corp. Commission File No. 001-39969 Date: November 10, 2021 THIMBLE POINT ACQUISITION CORP. 195 Church Street, 15th Floor New Haven, Connecticut 06510 **** IMPORTANT REMINDER **** De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

Pear Therapeutics and Thimble Point Acquisition Corp. Announce Effectiveness of S-4 Registration Statement and Set November 23, 2021 for Thimble Point Special Stockholder Meeting to Vote on Proposed Business Combination

Filed by Thimble Point Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Thimble Point Acquisition Corp. Commission File No. 001-39969 Date: October 27, 2021 Below is a press release issued by Pear Therapeutics, Inc. on October 27, 2021. Pear Therapeutics and Thimbl

THIMBLE POINT ACQUISITION CORP. 195 Church Street, 15th Floor New Haven, Connecticut 06510

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257982 THIMBLE POINT ACQUISITION CORP. 195 Church Street, 15th Floor New Haven, Connecticut 06510 Dear Thimble Point Acquisition Corp. stockholder: On June 21, 2021, Thimble Point Acquisition Corp., a Delaware corporation (?THMA?), and Oz Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of THMA (?Merger Sub

Form of Proxy Card

Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by - Internet 24 Hours ? a Q Day, U I CK 7 Days ?^?^ ?^ a Week E A SY or by Mail THIMBLE POINT Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you ACQUISITION CORP. marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59

Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510

Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510 October 25, 2021 VIA EDGAR Office of Trade & Services, Division of Corporation Finance, Securities and Exchange Commission, Division of Corporation Finance, 100 F Street, N.E., Washington, D.C. 20549. Attention: Dillon Hagius Suzanne Hayes Re: Acceleration Request for Thimble Point Acquisition Corp. Registra

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October 25, 2021 Via EDGAR Office of Trade & Services, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, N.

File No. 333-257982

Table of Contents As filed with the Securities and Exchange Commission on October 25, 2021 No.

First Amendment to Contribution and License Agreement for Pharmaceutical FOU, dated as of February 28, 2018, by and between Pear Therapeutics, Inc. and The Invention Science Fund I, L.L.C.+

EX-10.32 5 d149785dex1032.htm EX-10.32 Exhibit 10.32 Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. FIRST AMENDMENT TO CONTRIBUTION AND LICENSE AGREEMENT FOR PHARMACEUTICAL FOU This First Amendment to the Contribution and License Ag

Assignment, License & Services Agreement, dated as of March 24, 2018, by and between Pear Therapeutics, Inc. and BeHealth Solutions, LLC+

EX-10.34 7 d149785dex1034.htm EX-10.34 Exhibit 10.34 Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. ASSIGNMENT, LICENSE & SERVICES AGREEMENT This ASSIGNMENT, LICENSE & SERVICES AGREEMENT (this “Agreement”) is made by and between PEA

Second Amended and Restated Software License Agreement, dated as of July 1, 2021, by and between Pear Therapeutics, Inc. and Red 5 Group, LLC+

EX-10.33 6 d149785dex1033.htm EX-10.33 Exhibit 10.33 Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. SECOND AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT THIS SECOND AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT (the “Agreement”)

Form of Indemnification Agreement

EX-10.19 2 d149785dex1019.htm EX-10.19 Exhibit 10.19 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between Pear Holdings Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corpo

Contribution and License Agreement for Pharmaceutical FOU, dated as of February 13, 2015, by and between Pear Therapeutics, Inc. and The Invention Science Fund I, L.L.C.+

Exhibit 10.31 Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. Contribution and License Agreement for Pharmaceutical FOU This Contribution and License Agreement (“Agreement’) effective on the Closing Date (defined below) by The Invent

Form of Management Retention Agreement by and between Pear Therapeutics, Inc. and each of Corey McCann, Christopher Guiffre, Ronan O’Brien, Erin Brenner, Yuri Maricich, Katherine Jeffery, and Julia Strandberg+

Exhibit 10.30 Management Retention Agreement This Management Retention Agreement (?Agreement?) is made as of , 20 (the ?Effective Date?), between Pear Therapeutics, Inc., a Delaware corporation (the ?Company?), with offices at 200 State Street, 13th floor, Boston, MA 02109 and (?You?), currently residing at the address set forth below your signature on this Agreement. Capitalized terms not defined

As filed with the Securities and Exchange Commission on October 5, 2021

Table of Contents As filed with the Securities and Exchange Commission on October 5, 2021 No.

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October 5, 2021 Via EDGAR Office of Trade & Services, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, N.

Pear and Thimble Point Announce Nominees to Board of Directors

Filed by Thimble Point Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Thimble Point Acquisition Corp. Commission File No. 001-39969 Date: September 9, 2021 Below is a press release issued by Pear Therapeutics, Inc. on September 9, 2021. Pear and Thimble Point Ann

Consent of Alison Bauerlein to be named as a director nominee of Thimble Point Acquisition Corp.

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t

As filed with the Securities and Exchange Commission on September 7, 2021 No. 333-257982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THIMB

Table of Contents As filed with the Securities and Exchange Commission on September 7, 2021 No.

Consent of Kirthiga Reddy to be named as a director nominee of Thimble Point Acquisition Corp.

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t

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September 7, 2021 Via EDGAR Office of Trade & Services, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39969

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transit

SEC File Number: 001-39969 CUSIP Number: 88408P107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Filed by Thimble Point Acquisition Corp.

Filed by Thimble Point Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Thimble Point Acquisition Corp. Commission File No. 001-39969 Date: July 22, 2021 Pear therapeutics 1 Disclaimer This presentation is provided for informational purposes only and has been prepa

Consent of Nancy Schlichting to be named as a director nominee of Thimble Point Acquisition Corp.*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t

Consent, Waiver and Amendment, dated as of November 3, 2020, by and between Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*

Exhibit 10.25 Execution Version CONSENT, WAIVER AND AMENDMENT This CONSENT, WAIVER AND AMENDMENT, dated as of November 3, 2020 (this “Consent”), is made by and between PEAR THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacit

Consent of Andrew Schwab to be named as a director nominee of Thimble Point Acquisition Corp.*

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t

Consent of Zack Lynch to be named as a director nominee of Thimble Point Acquisition Corp.*

EX-99.3 17 d149785dex993.htm EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities

Office Lease, dated as of May 11, 2018, by and between Pear Therapeutics, Inc. and GLL 200 State Street, L.P.*

Exhibit 10.22 200 STATE STREET BOSTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN GLL 200 STATE STREET, L.P., a Delaware limited partnership (?LANDLORD?) AND PEAR THERAPEUTICS, INC. a Delaware corporation (?TENANT?) TABLE OF CONTENTS 1. Basic Lease Information 3 2. Lease Grant 6 3. Possession 7 4. Rent 7 5. Compliance with Laws; Use 14 6. Security Deposit 14 7. Services to be Furnished by Landlo

Consent of Jorge Gomez to be named as a director nominee of Thimble Point Acquisition Corp.*

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t

Waiver, Amendment and Agreement, dated as of June 11, 2021, by and between Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*

Exhibit 10.26 WAIVER, AMENDMENT AND AGREEMENT This WAIVER, AMENDMENT AND AGREEMENT, dated as of June 11, 2021 (this ?Agreement?), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the ?Borrower?), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with

First Amendment to Lease, dated as of July 5, 2019, by and between Pear Therapeutics, Inc. and CA Mission Street Limited Partnership*

Exhibit 10.21 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (?First Amendment?) is entered into as of July 5, 2019 (the ?First Amendment Effective Date?), by and between CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (?Landlord?), and PEAR THERAPEUTICS, INC., a Delaware corporation (?Tenant?), with reference to the following facts: A. Landlord and Tenant are parties

Pear Therapeutics, Inc. 2013 Stock Incentive Plan*

Exhibit 10.16 STANDARD FORM 2013 Stock Incentive Plan 1. Purpose. The purpose of this plan (the ?Plan?) is to secure for Pear Therapeutics, Inc., a Delaware corporation (the ?Company?) and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are expected

Power of Attorney (included on signature page to the initial filing of this Registration Statement) *

Table of Contents As filed with the Securities and Exchange Commission on July 16, 2021 No.

Waiver, dated as of July 9, 2021, by and among Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*

Exhibit 10.29 WAIVER This WAIVER, dated as of July 9, 2021 (this ?Agreement?), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the ?Borrower?), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the ?Administrative Age

Office Lease, dated as of April 10, 2018, by and between Pear Therapeutics, Inc. and CA-Mission Street Limited Partnership*

Exhibit 10.20 201 MISSION SAN FRANCISCO, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (?LANDLORD?) AND PEAR THERAPEUTICS, INC., a Delaware corporation (?TENANT?) SUITE 1450 TABLE OF CONTENTS 1. BASIC LEASE INFORMATION 1 2. LEASE GRANT 4 3. POSSESSION 4 4. RENT 5 5. COMPLIANCE WITH LAWS; USE 7 6. SECURITY FOR LEASE 8 7. BUILDING SER

Waiver, dated as of June 30, 2021, by and between Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*

Exhibit 10.27 WAIVER This WAIVER, dated as of June 30, 2021 (this “Agreement”), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Ag

Security Agreement, dated as of June 30, 2020, by and between Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*

Exhibit 10.28 Execution Version SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?), dated as of June 30, 2020, is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the ?Borrower?), certain Subsidiaries of the Borrower party hereto or having acceded hereto pursuant to Section 22 (each a ?Subsidiary Guarantor? and, together with the Borrower, each a ?Grantor? and, collect

Credit Agreement and Guaranty, dated as of June 30, 2020, by and between Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*

Exhibit 10.24 Execution Version CREDIT AGREEMENT AND GUARANTY dated as of June 30, 2020 by and among PEAR THERAPEUTICS, INC., as the Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Subsidiary Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders, and PERCEPTIVE CREDIT HOLDINGS III, LP as the Administrative Agent U.S. $50,000,000 TABLE OF CONTENTS Page SE

Consent of Corey McCann to be named as a director nominee of Thimble Point Acquisition Corp.*

EX-99.4 18 d149785dex994.htm EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities

First Amendment to Office Lease Agreement, dated as of January 17, 2020, by and between Pear Therapeutics, Inc. and CP 200 State LLC as successor-in-interest to GLL 200 State Street, L.P.*

Exhibit 10.23 FIRST AMENDMENT TO OFFICE LEASE AGREEMENT THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Amendment?) is made as of January 17, 2020 (the ?Effective Date?) by and between CP 200 STATE LLC, a Delaware limited liability company (?Landlord?), and PEAR THERAPEUTICS, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord is the current owner of the office building located at

JOINT FILING AGREEMENT

EX-99.1 2 tm2121389d2ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Thimble Point Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the

THMA / Thimble Point Acquisition Corp. Class A / CITADEL ADVISORS LLC - THIMBLE POINT ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Thimble Point Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 88408P107

Form of Registration Rights Agreement by and among Pear Holdings Corp., LJ10 LLC, KLP SPAC 1 LLC, certain other stockholders of Thimble Point Acquisition Corp and certain former stockholders of Pear Therapeutics, Inc.

EX-10.5 7 d138831dex105.htm EX-10.5 Exhibit 10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into by and among Pear Holdings Corp., a Delaware corporation (the “Company”) (formerly known as Thimble Point Acquisition Corp.), LJ10 LLC, a Delaware limited liability company (the “Sponsor”), K

Promissory Note, dated June 21, 2021, issued by the Registrant to LJ10 LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 21, 2021)

EX-10.7 9 d138831dex107.htm EX-10.7 Exhibit 10.7 PROMISSORY NOTE Principal Amount: $1,000,000 Dated as of June 21, 2021 Thimble Point Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order of LJ10 LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”) the principal sum of One Million Dollars and No Cents ($1,000,0

Business Combination Agreement, dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., Oz Merger Sub, Inc. and Pear Therapeutics, Inc. **

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG THIMBLE POINT ACQUISITION CORP., OZ MERGER SUB, INC., AND PEAR THERAPEUTICS, INC. DATED AS OF JUNE 21, 2021 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE 2 MERGER 24 Section 2.1 Closing Transactions 24 Section 2.2 Closing of the Transactions Contemplated by this Agreement 26 Section 2.3 Consideration

Business Combination Agreement, dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., Oz Merger Sub Inc. and Pear Therapeutics, Inc.

EX-2.1 2 d138831dex21.htm EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG THIMBLE POINT ACQUISITION CORP., OZ MERGER SUB, INC., AND PEAR THERAPEUTICS, INC. DATED AS OF JUNE 21, 2021 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE 2 MERGER 24 Section 2.1 Closing Transactions 24 Section 2.2 Closing of the Transactions Contemplated by this Agree

Form of Company Stockholder Support Agreement by and among Thimble Point Acquisition Corp., Pear Therapeutics, Inc. and the stockholder of Pear Therapeutics, Inc. identified on the signature page thereto.

Exhibit 10.2 FORM OF TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (this ?Agreement?) is dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., a Delaware corporation (?THMA?), [ ], a [ ] (the ?Company Stockholder?), and Pear Therapeutics, Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined herein shall have the respective meani

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2021 Thimble Point Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (Comm

First Amendment to Forward Purchase Agreement, dated as of June 21, 2021, by and among Thimble Point Acquisition Corp. and KLP SPAC 1 LLC.

EX-10.6 8 d138831dex106.htm EX-10.6 Exhibit 10.6 FIRST AMENDMENT TO FORWARD PURCHASE AGREEMENT This First Amendment to Forward Purchase Agreement (this “Amendment”), dated as of June 21, 2021, is entered into by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and KLP SPAC 1 LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but

Form of Subscription Agreement by and among Thimble Point Acquisition Corp., Pear Therapeutics, Inc. and the investor identified on the signature page thereto*

Exhibit 10.4 SUBSCRIPTION AGREEMENT Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between Thimble Point Acquisition Corp., a Delaware corporation (?THMA?), and the undersigned subscriber (t

Sponsor Support Agreement, dated as of June 21, 2021, by and among LJ10 LLC, Thimble Point Acquisition Corp., Pear Therapeutics, Inc. and certain other parties thereto*

EX-10.1 3 d138831dex101.htm EX-10.1 Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 21, 2021, by and among LJ10 LLC, a Delaware limited liability company (the “Sponsor Holdco”), the other Persons set forth on Schedule I hereto (the “Other Class B Stockholders”, and together with the Sponsor Holdco, each, a “Sponsor” and, collecti

Pear Therapeutics to Become a Public Company and Expand its Leadership Position in Prescription Digital Therapeutics

EX-99.1 10 d138831dex991.htm EX-99.1 Exhibit 99.1 Pear Therapeutics to Become a Public Company and Expand its Leadership Position in Prescription Digital Therapeutics • Pear Therapeutics, Inc. (“Pear”) has built the first end-to-end platform for prescription digital therapeutics (PDTs), which are FDA-authorized, clinician-prescribed, and payor-reimbursed software that directly treats serious disea

Sponsor Support Agreement, dated as of June 21, 2021, by and among LJ10 LLC, Thimble Point Acquisition Corp., Pear Therapeutics, Inc. and certain other parties thereto.

Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 21, 2021, by and among LJ10 LLC, a Delaware limited liability company (the “Sponsor Holdco”), the other Persons set forth on Schedule I hereto (the “Other Class B Stockholders”, and together with the Sponsor Holdco, each, a “Sponsor” and, collectively, the “Sponsors”), Thimble Point

Disclaimer ABOUT THIS PRESENTATION This investor presentation ( Presentation ) contains proprietary and confidential information of Thimble Point Acquisition Corporation (“TPAC ) and Pear Therapeutics, Inc. (the “Company”), and the entire content sho

Exhibit 99.5 Prescription Digital Therapeutics Software for the Treatment of Serious Disease Investor Presentation June 2021 1 Copyright 2021, Pear Therapeutics, Inc. All rights reserved. Exhibit 99.5 Prescription Digital Therapeutics Software for the Treatment of Serious Disease Investor Presentation June 2021 1 Copyright 2021, Pear Therapeutics, Inc. All rights reserved. Disclaimer ABOUT THIS PR

Filed by Thimble Point Acquisition Corp.

Filed by Thimble Point Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Thimble Point Acquisition Corp. Commission File No. 001-39969 Date: June 22, 2021 The following communications were made available by Pear Therapeutics, Inc. on Twitter on June 22, 2021: IMPORT

Disclaimer ABOUT THIS PRESENTATION This investor presentation ( Presentation ) contains proprietary and confidential information of Thimble Point Acquisition Corporation (“TPAC ) and Pear Therapeutics, Inc. (the “Company”), and the entire content sho

Exhibit 99.5 Prescription Digital Therapeutics Software for the Treatment of Serious Disease Investor Presentation June 2021 1 Copyright 2021, Pear Therapeutics, Inc. All rights reserved. Exhibit 99.5 Prescription Digital Therapeutics Software for the Treatment of Serious Disease Investor Presentation June 2021 1 Copyright 2021, Pear Therapeutics, Inc. All rights reserved. Disclaimer ABOUT THIS PR

Investor Presentation Supplement, dated June 2021.

EX-99.3 12 d138831dex993.htm EX-99.3 Exhibit 99.3

Form of Stockholder Lock-Up Agreement by and among the Registrant, Pear Therapeutics, Inc. and the stockholder of Pear Therapeutics, Inc. identified on the signature page thereto*

EX-10.3 5 d138831dex103.htm EX-10.3 Exhibit 10.3 FORM OF STOCKHOLDER LOCK-UP AGREEMENT THIS STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021 by and between (a) Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and (b) the person or entity identified under the heading “Holder” on the signature page hereto (“Holder”). Capitalized terms

Form of Company Stockholder Support Agreement by and among Thimble Point Acquisition Corp., Pear Therapeutics, Inc. and the stockholder of Pear Therapeutics, Inc. identified on the signature page thereto*

EX-10.2 4 d138831dex102.htm EX-10.2 Exhibit 10.2 FORM OF TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (this “Agreement”) is dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., a Delaware corporation (“THMA”), [ ], a [ ] (the “Company Stockholder”), and Pear Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined he

Filed by Thimble Point Acquisition Corp.

Filed by Thimble Point Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Thimble Point Acquisition Corp. Commission File No. 001-39969 Date: June 22, 2021 The following communications were made available by Pear Therapeutics, Inc. on LinkedIn on June 22, 2021: IMPOR

Slide 1

Exhibit 99.4 Operator Slide 1 Thank you for joining the conference call today to introduce the business combination between Pear Therapeutics and Thimble Point Acquisition Corp. I will now hand the call over to Meara Murphy, Director of Corporate Communications at Pear Therapeutics. Meara Slides 2-3 Thank you. Please note that today?s presentation is neither an offering of securities nor a solicit

Investor Presentation Supplement, dated June 2021.

Exhibit 99.3

Investor Presentation, dated May 2021.

EX-99.2 11 d138831dex992.htm EX-99.2 Exhibit 99.2

Promissory Note, dated June 21, 2021, issued by Thimble Point Acquisition Corp. to LJ10 LLC.

Exhibit 10.7 PROMISSORY NOTE Principal Amount: $1,000,000 Dated as of June 21, 2021 Thimble Point Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order of LJ10 LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”) the principal sum of One Million Dollars and No Cents ($1,000,000) in lawful money of the United St

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2021 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorporation) (Comm

Form of Stockholder Lock-Up Agreement by and among the Registrant, Pear Therapeutics, Inc. and the stockholder of Pear Therapeutics, Inc. identified on the signature page thereto*

Exhibit 10.3 FORM OF STOCKHOLDER LOCK-UP AGREEMENT THIS STOCKHOLDER LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [ ], 2021 by and between (a) Thimble Point Acquisition Corp., a Delaware corporation (the ?Company?), and (b) the person or entity identified under the heading ?Holder? on the signature page hereto (?Holder?). Capitalized terms used but not otherwise defined in th

Slide 1

EX-99.4 13 d138831dex994.htm EX-99.4 Exhibit 99.4 Operator Slide 1 Thank you for joining the conference call today to introduce the business combination between Pear Therapeutics and Thimble Point Acquisition Corp. I will now hand the call over to Meara Murphy, Director of Corporate Communications at Pear Therapeutics. Meara Slides 2-3 Thank you. Please note that today’s presentation is neither an

Investor Presentation, dated May 2021.

EX-99.2 11 d138831dex992.htm EX-99.2 Exhibit 99.2

Pear Therapeutics to Become a Public Company and Expand its Leadership Position in Prescription Digital Therapeutics

Exhibit 99.1 Pear Therapeutics to Become a Public Company and Expand its Leadership Position in Prescription Digital Therapeutics ? Pear Therapeutics, Inc. (?Pear?) has built the first end-to-end platform for prescription digital therapeutics (PDTs), which are FDA-authorized, clinician-prescribed, and payor-reimbursed software that directly treats serious diseases ? Business combination with Thimb

First Amendment to Forward Purchase Agreement, dated as of June 21, 2021, by and among Thimble Point Acquisition Corp. and KLP SPAC 1 LLC*

EX-10.6 8 d138831dex106.htm EX-10.6 Exhibit 10.6 FIRST AMENDMENT TO FORWARD PURCHASE AGREEMENT This First Amendment to Forward Purchase Agreement (this “Amendment”), dated as of June 21, 2021, is entered into by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and KLP SPAC 1 LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but

Form of Registration Rights Agreement by and among Pear Holdings Corp., LJ10 LLC, KLP SPAC 1 LLC, certain other stockholders of Thimble Point Acquisition Corp and certain former stockholders of Pear Therapeutics, Inc.

Exhibit 10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), is made and entered into by and among Pear Holdings Corp., a Delaware corporation (the ?Company?) (formerly known as Thimble Point Acquisition Corp.), LJ10 LLC, a Delaware limited liability company (the ?Sponsor?), KLP SPAC 1 LLC, a Delaware limited li

Form of Subscription Agreement by and among Thimble Point Acquisition Corp., Pear Therapeutics, Inc. and the investor identified on the signature page thereto.

Exhibit 10.4 SUBSCRIPTION AGREEMENT Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between Thimble Point Acquisition Corp., a Delaware corporation (?THMA?), and the undersigned subscriber (t

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2021 (May 21, 2021) Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d513935d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transi

SEC File Number: 001-39969 CUSIP Number: 88408P107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

THIMBLE POINT ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Thimble Point Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 4, 2021 F-3 Notes to Financial

EX-99.1 Table of Contents Exhibit 99.1 THIMBLE POINT ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Thimble Point Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 4, 2021 F-3 Notes to Financial Statement F-4 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders an

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2021 (February 4, 2021) Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2021 (February 1, 2021) Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39969 85-4103092 (State or other jurisdiction o

Investment Management Trust Agreement, dated February 1, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021)

EX-10.2 8 d25713dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 1, 2021 by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Comp

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021)

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THIMBLE POINT ACQUISITION CORP. February 1, 2021 Thimble Point Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Thimble Point Acquisition Corp.” 2. This Amended and Restated Certificate of Incorporation (this “Ame

By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021).

EX-3.3 5 d25713dex33.htm EX-3.3 Exhibit 3.3 BY LAWS OF THIMBLE POINT ACQUISITION CORP. (THE “CORPORATION”) February 1, 2021 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual

Registration Rights Agreement, dated February 1, 2021, by and among the Registrant, LJ10 LLC and the other holders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021)

EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is made and entered into by and among Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), LJ10 LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such p

Administrative Services Agreement, dated February 1, 2021, by and between the Registrant and LJ10 LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021)

EX-10.6 12 d25713dex106.htm EX-10.6 Exhibit 10.6 Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, CT 06510 February 1, 2021 LJ10 LLC c/o Pritzker Vlock Family Office 195 Church Street, 15th Floor New Haven, CT 06510 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among Thimble Point Acquisition Corp. (the “Company”

Underwriting Agreement, dated February 1, 2021, by and among the Company, Citigroup Global Markets, Inc. and Credit Suisse Securities (USA) LLC.

EX-1.1 2 d25713dex11.htm EX-1.1 Exhibit 1.1 24,000,000 Units Thimble Point Acquisition Corp. UNDERWRITING AGREEMENT February 1, 2021 Citigroup Global Markets, Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue, 3rd floor New York, New York 10010 As Representatives of the several Underwriters Ladies and Gentlemen: Thimble Point Acquisition Co

Thimble Point Acquisition Corp. Announces Pricing of Upsized $240 Million Initial Public Offering

EX-99.1 Exhibit 99.1 Thimble Point Acquisition Corp. Announces Pricing of Upsized $240 Million Initial Public Offering February 1, 2021 NEW HAVEN—(BUSINESS WIRE)—Thimble Point Acquisition Corp. (the “Company”) announced the pricing today of its upsized initial public offering of 24,000,000 units at a price of $10.00 per unit. The units will be listed on the NASDAQ Capital Market (NASDAQ) and will

Letter Agreement, dated February 1, 2021, by and among the Registrant, its executive officers, its directors, members of its team of advisors and LJ10 LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021)

EX-10.1 7 d25713dex101.htm EX-10.1 Exhibit 10.1 February 1, 2021 Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Thimble Point Acquisi

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021)

EX-3.1 3 d25713dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THIMBLE POINT ACQUISITION CORP. February 2, 2021 Thimble Point Acquisition Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: FIRST: The nam

Thimble Point Acquisition Corp. Announces Closing of Upsized $276 Million Initial Public Offering

EX-99.2 15 d25713dex992.htm EX-99.2 Exhibit 99.2 Thimble Point Acquisition Corp. Announces Closing of Upsized $276 Million Initial Public Offering February 4, 2021 NEW HAVEN—(BUSINESS WIRE)—Thimble Point Acquisition Corp. (the “Company”) announced today that it closed its upsized initial public offering of 27,600,000 units at a price of $10.00 per unit, which includes the exercise in full by the u

Warrant Agreement, dated February 1, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent*

EX-4.1 Exhibit 4.1 THIMBLE POINT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 1, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 1, 2021 is by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as

Forward Purchase Agreement, dated February 1, 2021, by and between the Company and KLP SPAC 1 LLC.

EX-10.7 13 d25713dex107.htm EX-10.7 Exhibit 10.7 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of February 1, 2021, by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and KLP SPAC 1 LLC (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, capital stock exchang

Private Placement Warrants Purchase Agreement, dated February 1, 2021, by and between the Registrant and LJ10 LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021)

EX-10.4 10 d25713dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 1, 2021 (this “Agreement”), is entered into by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and LJ10 LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends t

Form of Indemnity Agreement between the Registrant and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2021)

EX-10.5 11 d25713dex105.htm EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractuall

$240,000,000 Thimble Point Acquisition Corp. 24,000,000 Units

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-252150 PROSPECTUS $240,000,000 Thimble Point Acquisition Corp. 24,000,000 Units Thimble Point Acquisition Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or mo

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 85-4103092 (State of incorporation or organization) (I.R.S. Employer Identification No.) 195 Church

- S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on February 1, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Thimble Point Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-4103092 (State or other jurisdiction of incorporation or

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 15, 2021).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIMBLE POINT ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor

EX-10.6 9 d43982dex106.htm EX-10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (this “Agreement”), is entered into by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and LJ10 LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummat

Form of Registration Rights Agreement between the Registrant and certain security holders

EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), LJ10 LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, toge

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 Exhibit 4.4 THIMBLE POINT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021 is by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and the Sponsor

EX-10.2 Exhibit 10.2 , 2021 Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Thimble Point Acquisition Corp., a Delaware corporation (t

Form of Forward Purchase Agreement between the Registrant and the Anchor Investor

Exhibit 10.8 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and KLP SPAC 1 LLC (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorgani

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form

Form of Underwriting Agreement

EX-1.1 Exhibit 1.1 20,000,000 Units Thimble Point Acquisition Corp. UNDERWRITING AGREEMENT , 2021 Citigroup Global Markets, Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue, 3rd floor New York, New York 10010 As Representatives of the several Underwriters Ladies and Gentlemen: Thimble Point Acquisition Corp., a Delaware corporation (the “C

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 26, 2021 Registration No.

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form

Form of Registration Rights Agreement between the Registrant and certain security holders

EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), LJ10 LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, toge

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor

EX-10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (this “Agreement”), is entered into by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and LJ10 LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offerin

Form of Code of Ethics

EX-14 Exhibit 14 THIMBLE POINT ACQUISITION CORP. CODE OF ETHICS Effective , 2021 I. INTRODUCTION The Board of Directors (the “Board”) of Thimble Point Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) (each

Specimen Unit Certificate

EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIMBLE POINT ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 9 d43982dex44.htm EX-4.4 Exhibit 4.4 THIMBLE POINT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021 is by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust compan

Consent of Michael J. Christenson

EX-99.1 22 d43982dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF PERSON NAMED AS ABOUT TO BECOME DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-1 of Thimble Point Acquisition Corp. (the “Registrant”), and all amendments thereto and any related prospectus or prospectus supplement filed pur

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and the Sponsor

EX-10.2 Exhibit 10.2 , 2021 Thimble Point Acquisition Corp. 195 Church Street, 15th Floor New Haven, Connecticut 06510 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Thimble Point Acquisition Corp., a Delaware corporation (t

Promissory Note, dated December 7, 2020, issued to the Sponsor

EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND, IF THE MAKER REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS

Form of Underwriting Agreement

EX-1.1 2 d43982dex11.htm EX-1.1 Exhibit 1.1 20,000,000 Units Thimble Point Acquisition Corp. UNDERWRITING AGREEMENT , 2021 Citigroup Global Markets, Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue, 3rd floor New York, New York 10010 As Representatives of the several Underwriters Ladies and Gentlemen: Thimble Point Acquisition Corp., a Del