Prescription digital therapeutics pioneer Pear Therapeutics announced today that it will go public by merging with a SPAC called Thimble Point Acquisition Corp.
Boston-based Pear Therapeutics’ combination with the special purpose acquisition company (SPAC), whose management team is associated with the Pritzker Vlock Family Office, will result in a combined company named Pear Holdings Corp. The companies expect to complete the merger in the second half of this year.
Pear Holdings Corp. will be led by Pear’s current management team, with the combined company’s common stock set to be listed on the Nasdaq market under the ticker “PEAR,” according to a news release.
The business combination values the combined company at a pro format equity value of approximately $1.6 billion. Pear Holdings Corp. is expected to have approximately $450 million in net cash on its balance sheet upon the transaction, including approximately $400 million in gross proceeds from a combination of about $276 million in Thimble Point’s trust account (assuming no Thimble Point shareholders exercise their redemption rights at closing) and approximately $125 million (at $10 per share) from a fully committed private investment in public equity (PIPE).
Investors involved in the PIPE include 5AM Ventures, Arboretum Ventures, Blue Water Science Advisors, 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 oversubscribed PIPE offering was upsized from $100 million to $125 million, as all existing Pear equity holders are set to roll the entirety of their equity holdings into the combined company with the expectation of holding approximately 72% of issued and outstanding equity in the combined company after closing.
Net proceeds from the transaction will go toward the commercialization of the company’s three FDA-authorized prescription digital therapeutics (PDTs) for treating substance use disorder, opioid use disorder and chronic insomnia.
“At Pear, we set out to transform healthcare through the use of PDTs, a new class of clinically validated, software-based therapeutics that we pioneered to improve patients’ outcomes across many therapeutic areas, alone and in combination with pharmaceuticals. With our end-to-end PDT platform, we are executing on our vision to redefine how patients, clinicians and payors can better navigate and benefit from a healthcare system so in need of disruption,” Pear Therapeutics president & CEO Dr. Corey McCann said in the release.
“In our view, Pear is at a commercial inflection point, with the potential for rapid expansion,” McCann said. “We believe this transaction will allow us to drive widespread usage of PDTs to treat major medical conditions and overcome significant barriers to patient care.”
Seven directors will comprise the company’s board initially, including four of Pear’s current directors and one designated by Thimble Point — Dentsply Sirona CFO Jorge Gomez. Each company’s board of directors unanimously approved the merger.
“As the category creator and leader in PDTs, Pear is at the forefront of revolutionizing healthcare. Pear’s impressive team of healthcare and technology leaders have built development, regulatory and commercial roadmaps for this new sector and have gained early market traction, creating a pathway to rapid scalability,” Thimble Point CEO & chairman Elon Boms said. “Thimble Point sought to collaborate with a high-growth, tech-enabled company with the potential to disrupt large and established industries.
“We chose to invest in Pear because we believe it has the opportunity to become the primary commercial platform through which patients and prescribers access PDTs. Our growth capital comes at an inflection point for Pear, as the team works towards expected near-term value creation milestones.”