Goodwin Procter LLP advised Pear Therapeutics on the deal.
Pear Therapeutics announced its definitive business combination agreement with Thimble Point Acquisition Corp. (Nasdaq: THMA), a special purpose acquisition company whose management team is associated with the Pritzker Vlock Family Office. Upon closing of the transaction, the company will be named Pear Therapeutics, Inc. and will be led by Pear’s management team. The combined company’s common stock is expected to be listed on Nasdaq under the new ticker symbol “PEAR.”
The combined company is expected to have a pro forma equity value of approximately $1.6 billion. Assuming there are no redemptions by THMA’s shareholders, the transaction is expected to generate approximately $400 million in gross cash proceeds for the combined company from a combination of $276 million in cash held in Thimble Point’s trust account and $125 million from a fully committed, oversubscribed, PIPE at $10.00 per share, with participation from leading healthcare and technology investors, including 5AM Ventures, Arboretum Ventures, Blue Water Science Advisors, LLC, dRx Capital (Novartis Pharma AG), The Eleven Fund, FORTH Management, Health Innovation Capital (HIC), JAZZ Venture Partners, a leading integrated delivery network, Neuberger Berman funds, Palantir, Pilot House, Pritzker Vlock Family Office, QUAD Investment Management, Sarissa Capital, Shanda Group, SoftBank Vision Fund 2, Temasek, and Trustbridge Partners.
The proposed transaction has been unanimously approved by each of Thimble Point’s Board of Directors and Pear’s Board of Directors, and is expected to be completed in the second half of 2021. The completion of the proposed transaction is subject to the approval by Thimble Point’s shareholders and satisfaction or the waiver of the other closing conditions identified in the business combination agreement.
Pear Therapeutics, founded in 2013, is the leader in prescription digital therapeutics, or PDTs. Pear is redefining medicine by discovering, developing, and delivering clinically validated software-based therapeutics to provide better outcomes for patients, smarter engagement and tracking tools for clinicians, and cost-effective solutions for payers. Pear has a pipeline of products and product candidates across therapeutic areas, including the first three PDTs with disease treatment claims from FDA.
The Goodwin team was led by Mike Patrone (Picture), Jocelyn Arel and Wei Xu, and included Loren Goodman, Crescent Moran Chasteen, James Devendorf, Janet Andolina, Kyle Pine, Jonathan Newmark, Jennifer Fay, Lee Douthitt, Roger Cohen, Steven Tjoe, Suhrid Wadekar and Zachary Feldman.
Involved fees earner: Janet Andolina – Goodwin Procter; Jocelyn Arel – Goodwin Procter; Crescent Moran Chasteen – Goodwin Procter; Roger Cohen – Goodwin Procter; James Devendorf – Goodwin Procter; Lee Douthitt – Goodwin Procter; Jennifer Fagan – Goodwin Procter; Zachary Feldman – Goodwin Procter; Kyle Pine – Goodwin Procter; Jonathan Newmark – Goodwin Procter; Michael Patrone – Goodwin Procter; Steven Tjoe – Goodwin Procter; Suhrid Wadekar – Goodwin Procter;
Law Firms: Goodwin Procter;
Clients: Pear Therapeutics Inc;