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 pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 704723105 | Page 2 of 10 |
| 1 |
NAME OF REPORTING PERSON
Temasek Holdings (Private) Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
26,803,573 shares of Class A Common Stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,803,573 shares of Class A Common Stock | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,803,573 shares of Class A Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.45%* | |||||
| 12 | TYPE OF REPORTING PERSON
HC | |||||
| * | Percentage calculated based on 137,799,218 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of December 3, 2021, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2021. |
SCHEDULE 13G
| CUSIP No. 704723105 | Page 3 of 10 |
| 1 |
NAME OF REPORTING PERSON
Fullerton Management Pte Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
26,803,573 shares of Class A Common Stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,803,573 shares of Class A Common Stock | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,803,573 shares of Class A Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.45%* | |||||
| 12 | TYPE OF REPORTING PERSON
HC | |||||
| * | Percentage calculated based on 137,799,218 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of December 3, 2021, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2021. |
SCHEDULE 13G
| CUSIP No. 704723105 | Page 4 of 10 |
| 1 |
NAME OF REPORTING PERSON
Temasek Life Sciences Private Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
26,803,573 shares of Class A Common Stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,803,573 shares of Class A Common Stock | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,803,573 shares of Class A Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.45%* | |||||
| 12 | TYPE OF REPORTING PERSON
HC | |||||
| * | Percentage calculated based on 137,799,218 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of December 3, 2021, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2021. |
SCHEDULE 13G
| CUSIP No. 704723105 | Page 5 of 10 |
| 1 |
NAME OF REPORTING PERSON
Elbrus Investments Pte. Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,900,000 shares of Class A Common Stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,900,000 shares of Class A Common Stock | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,900,000 shares of Class A Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.38%† | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| † | Percentage calculated based on 137,799,218 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of December 3, 2021, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2021. |
SCHEDULE 13G
| CUSIP No. 704723105 | Page 6 of 10 |
| 1 |
NAME OF REPORTING PERSON
TLS Beta Pte. Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
24,903,573 shares of Class A Common Stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
24,903,573 shares of Class A Common Stock | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,903,573 shares of Class A Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.07%‡ | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| ‡ | Percentage calculated based on 137,799,218 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of December 3, 2021, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2021. |
SCHEDULE 13G
| CUSIP No. 704723105 | Page 7 of 10 |
| Item 1(a). | Name of Issuer |
Pear Therapeutics, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
200 State Street, Boston, Massachusetts 02109.
| Item 2(a). | Name of Person Filing |
This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
| (i) | Temasek Holdings (Private) Limited (“Temasek”); |
| (ii) | Fullerton Management Pte Ltd (“FMPL”); |
| (iii) | Temasek Life Sciences Private Limited (“TLS”); |
| (iv) | Elbrus Investments Pte. Ltd. (“Elbrus”); and |
| (v) | TLS Beta Pte. Ltd. (“TLS Beta”). |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The address of the principal business office of each Reporting Person is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.
| Item 2(c). | Citizenship |
The citizenship of all Reporting Persons is the Republic of Singapore.
| Item 2(d). | Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number |
704723105
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
(i) Elbrus directly owns 1,900,000 shares of the Issuer’s Class A Common Stock. Elbrus is a wholly owned subsidiary of TLS, which is a wholly owned subsidiary of FMPL, which is a wholly owned subsidiary of Temasek. Each of TLS, FMPL and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by Elbrus.
SCHEDULE 13G
| CUSIP No. 704723105 | Page 8 of 10 |
(ii) TLS Beta directly owns 24,903,573 shares of Issuer’s Class A Common Stock. TLS Beta is a wholly owned subsidiary of TLS, which is a wholly owned subsidiary of FMPL, which is a wholly owned subsidiary of Temasek. Each of TLS, FMPL and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by TLS Beta.
| (b) | Percent of class: |
See Row 11 of the cover page for each Reporting Person.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
See Row 5 of the cover page for each Reporting Person.
| (ii) | Shares power to vote or to direct the vote |
See Row 6 of the cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of |
See Row 7 of the cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of |
See Row 8 of the cover page for each Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
The response to Item 4(a) is incorporated herein by reference.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SCHEDULE 13G
| CUSIP No. 704723105 | Page 9 of 10 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 9, 2021
| Temasek Holdings (Private) Limited | ||
| By: | /s/ Jason Norman Lee, Authorized Signatory | |
| Fullerton Management Pte Ltd | ||
| By: | /s/ Gregory Tan, Director | |
| Temasek Life Sciences Private Limited | ||
| By: | /s/ Lim Siew Lee Sherlyn, Director | |
| Elbrus Investments Pte. Ltd. | ||
| By: | /s/ Fidah Alsagoff, Authorised Signatory | |
| TLS Beta Pte. Ltd. | ||
| By: | /s/ Fidah Alsagoff, Authorised Signatory | |
SCHEDULE 13G
| CUSIP No. 704723105 | Page 10 of 10 |
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