SEC Form SC 13G filed by Thimble Point Acquisition Corp.

 

 

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 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP No. 704723105		Schedule 13G		Page 1 of 9

 

1		Names of Reporting Persons   SB Global Advisers Limited
2		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization   England and Wales

Number of Shares   Beneficially   Owned by Each Reporting Person With				5		Sole Voting Power   0
				6		Shared Voting Power   12,100,078
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   12,100,078

9		Aggregate Amount Beneficially Owned by Each Reporting Person   12,100,078
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11		Percent of Class Represented by Amount in Row 9   8.8%
12		Type of Reporting Person   CO

CUSIP No. 704723105		Schedule 13G		Page 2 of 9

 

1		Names of Reporting Persons   SoftBank Vision Fund II-2 L.P.
2		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization   Jersey

Number of Shares   Beneficially   Owned by Each Reporting Person With				5		Sole Voting Power   0
				6		Shared Voting Power   12,100,078
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   12,100,078

9		Aggregate Amount Beneficially Owned by Each Reporting Person   12,100,078
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11		Percent of Class Represented by Amount in Row 9   8.8%
12		Type of Reporting Person   PN

CUSIP No. 704723105		Schedule 13G		Page 3 of 9

 

1		Names of Reporting Persons   SVF II AIV (DE) LLC
2		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization   Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With				5		Sole Voting Power   0
				6		Shared Voting Power   12,100,078
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   12,100,078

9		Aggregate Amount Beneficially Owned by Each Reporting Person   12,100,078
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11		Percent of Class Represented by Amount in Row 9   8.8%
12		Type of Reporting Person   OO (Limited Liability Company)

CUSIP No. 704723105		Schedule 13G		Page 4 of 9

 

1		Names of Reporting Persons   SVF II Cobbler (DE) LLC
2		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization   Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With				5		Sole Voting Power   0
				6		Shared Voting Power   12,100,078
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   12,100,078

9		Aggregate Amount Beneficially Owned by Each Reporting Person   12,100,078
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11		Percent of Class Represented by Amount in Row 9   8.8%
12		Type of Reporting Person   OO (Limited Liability Company)

CUSIP No. 704723105		Schedule 13G		Page 5 of 9

 

ITEM 1.

(a) Name of Issuer:

Pear Therapeutics, Inc. (the “Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices:

200 State Street, 13th Floor, Boston, MA 02109.

 

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SB Global Advisers Limited

SoftBank Vision Fund II-2 L.P.

SVF II AIV (DE) LLC

SVF II Cobbler (DE) LLC

 

(b)

Address or Principal Business Office:

The principal business address for SB Global Advisers Limited is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The principal business address for SoftBank Vision Fund II-2 L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The principal business address for each of SVF II AIV (DE) LLC and SVF II Cobbler (DE) LLC is 251 Little Falls Drive, Wilmington, DE 19808.

 

(c)

Citizenship of each Reporting Person is:

SB Global Advisers Limited is organized under the laws of England and Wales. SoftBank Vision Fund II-2 L.P. is organized under the laws of Jersey. Each of SVF II AIV (DE) LLC and SVF II Cobbler (DE) LLC is organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities:

Class A common stock, par value $0.0001 per share (“Class A Common Stock”).

 

(e)

CUSIP Number:

704723105

 

ITEM 3.

Not applicable.

CUSIP No. 704723105		Schedule 13G		Page 6 of 9

 

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer based upon 137,799,218 shares of Class A Common Stock outstanding as of December 3, 2021.

 

Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
SB Global Advisers Limited			12,100,078				8.8	%			0				12,100,078				0				12,100,078
SoftBank Vision Fund II-2 L.P.			12,100,078				8.8	%			0				12,100,078				0				12,100,078
SVF II AIV (DE) LLC			12,100,078				8.8	%			0				12,100,078				0				12,100,078
SVF II Cobbler (DE) LLC			12,100,078				8.8	%			0				12,100,078				0				12,100,078

SVF II Cobbler (DE) LLC is the record holder of 12,100,078 shares of Class A Common Stock.

SoftBank Vision Fund II-2 L.P. is the managing member of SVF II AIV (DE) LLC, which is the sole member of SVF II Cobbler (DE) LLC. SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF II Cobbler (DE) LLC. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities held of record by SVF II Cobbler (DE) LLC.

 

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.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

CUSIP No. 704723105		Schedule 13G		Page 7 of 9

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

By signing below I certify that, to the best of my 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.

CUSIP No. 704723105		Schedule 13G		Page 8 of 9

 

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.

Date: December 13, 2021

 

 

CUSIP No. 704723105		Schedule 13G		Page 9 of 9

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99		Joint Filing Agreement.