Item 8.01 Other Events.
As previously disclosed, on June 21, 2021, Thimble Point Acquisition Corp., a Delaware corporation (THMA), entered into
a Business Combination Agreement (the Business Combination Agreement) with Oz Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of THMA (Merger Sub), and Pear Therapeutics, Inc., a Delaware
corporation (Pear), pursuant to which Merger Sub will merge with and into Pear, with Pear surviving the merger as a wholly-owned subsidiary of THMA (the Merger).
As previously disclosed, on February 1, 2021, THMA and KLP SPAC 1 LLC (KLP or the Anchor Investor)
entered into a Forward Purchase Agreement (the Original Forward Purchase Agreement), which, in connection with the execution of the Business Combination, was amended by that certain First Amendment to Forward Purchase Agreement
(the Forward Purchase Agreement Amendment No. 1, and together with the Original Forward Purchase Agreement, the Existing Forward Purchase Agreement). As previously disclosed, on
November 14, 2021, the parties thereto entered into an amendment to the Existing Forward Purchase Agreement (the Second Amendment to the Forward Purchase Agreement), pursuant to which, among other things, KLP increased its
binding forward purchase commitment (the Backstop), subject to cutback, from $23 million to up to $73 million and removed any optional element to the Backstop.
As previously disclosed, on June 21, 2021, in connection with the execution of the Business Combination Agreement, LJ10 LLC, a Delaware
limited liability company (the Sponsor), THMAs directors and members of THMAs team of advisors (the Advisors) (collectively, the Sponsor Agreement Parties) entered into a sponsor
support agreement (the Existing Sponsor Agreement) with THMA and Pear, pursuant to which the Sponsor Agreement Parties agreed to, among other things, (i) vote at any meeting of the shareholders of THMA all of their THMA
Class A common stock, par value $0.0001 per share (the THMA Class A Common Shares) and shares of THMAs Class B common stock, par value $0.0001 per share (the THMA
Class B Common Shares and together with the THMA Class A Common Shares, the THMA Common Shares), in favor of each Transaction Proposal (as defined in the Business Combination Agreement), (ii) be
bound by certain other covenants and agreements related to the Merger, (iii) subject certain of Sponsors THMA Class B Shares (the Sponsor Earn Out Shares) and Sponsors THMA warrants (the Sponsor Earn
Out Warrants) to post-closing vesting conditions and (iv) be bound by certain transfer restrictions with respect to such THMA, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. As previously
disclosed, on November 14, 2021, the parties thereto entered into an amendment to the Existing Sponsor Support Agreement (the Amendment to the Sponsor Support Agreement), pursuant to which, among other things, the Sponsor
Earn Out Shares and Sponsor Earn Out Warrants shall no longer be subject to vesting conditions, in each case as consideration for the Sponsor agreeing to enter into the Backstop described above.
As previously disclosed, on November 14, 2021, the parties entered into a letter agreement providing for certain waivers, consents and
additional agreements under the Business Combination Agreement (the Letter Agreement), pursuant to which, among other things, Pear agreed to waive the minimum cash condition in connection with the Merger (the Minimum Cash
Condition) and each party to the Business Combination Agreement agreed to waive compliance with any matters under the Business Combination Agreement in connection with the consummation of the transactions contemplated by the Second
Amendment to the Forward Purchase Agreement, the Amendment to the Sponsor Support Agreement and the Letter Agreement (the Relevant Agreements). Notwithstanding the foregoing waiver, THMA expects to close the Merger with at least
$175 million in proceeds, prior to expenses.
Supplemental Disclosures to Proxy Statement
On October 26, 2021, a registration statement on Form S-4 (File
No. 333-257982) relating to the Merger was declared effective by the SEC, which included a definitive proxy statement (the Proxy Statement) for the solicitation of proxies in connection
with a special meeting of THMAs stockholders to vote on, among other things, the Merger (the Special Meeting).
In connection with the Relevant Agreements, THMA has determined to voluntarily supplement the Proxy Statement with the supplemental
disclosures set forth below (the Supplemental Disclosures). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth
herein.