SEC Form SC 13G/A filed by Pear Therapeutics Inc. (Amendment)
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. 2)*
Pear Therapeutics, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
704723105
(CUSIP Number)
December 31, 2022
(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 10 |
| 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
8.6% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 704723105 | Schedule 13G | Page 2 of 10 |
| 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
8.6% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 704723105 | Schedule 13G | Page 3 of 10 |
| 1 |
Names of Reporting Persons
SVF II Aggregator (Jersey) 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
8.6% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 704723105 | Schedule 13G | Page 4 of 10 |
| 1 |
Names of Reporting Persons
SVF II Holdings (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
8.6% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 704723105 | Schedule 13G | Page 5 of 10 |
| 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
8.6% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 704723105 | Schedule 13G | Page 6 of 10 |
| 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 (“SBGA”)
SoftBank Vision Fund II-2 L.P.
SVF II Aggregator (Jersey) L.P.
SVF II Holdings (DE) LLC
SVF II Cobbler (DE) LLC
(b) Address or Principal Business Office:
The principal business address for SBGA is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The principal business address for each of SoftBank Vision Fund II-2 L.P. and SVF II Aggregator (Jersey) L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The principal business address for each of SVF II Holdings (DE) LLC and SVF II Cobbler (DE) LLC is 251 Little Falls Drive, Wilmington, DE 19808.
(c) Citizenship of each Reporting Person is:
SBGA is organized under the laws of England and Wales. Each of SoftBank Vision Fund II-2 L.P. and SVF II Aggregator (Jersey) L.P. is organized under the laws of Jersey. Each of SVF II Holdings (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
| CUSIP No. 704723105 | Schedule 13G | Page 7 of 10 |
| ITEM 3. |
|
Not applicable.
| 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 140,028,325 shares of Class A Common Stock outstanding as of December 1, 2022, as reported in the Issuer’s prospectus filed with the SEC on January 4, 2023.
| 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 of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| SB Global Advisers Limited |
12,100,078 | 8.6 | % | 0 | 12,100,078 | 0 | 12,100,078 | |||||||||||||||||
| SoftBank Vision Fund II-2 L.P. |
12,100,078 | 8.6 | % | 0 | 12,100,078 | 0 | 12,100,078 | |||||||||||||||||
| SVF II Aggregator (Jersey) L.P. |
12,100,078 | 8.6 | % | 0 | 12,100,078 | 0 | 12,100,078 | |||||||||||||||||
| SVF II Holdings (DE) LLC |
12,100,078 | 8.6 | % | 0 | 12,100,078 | 0 | 12,100,078 | |||||||||||||||||
| SVF II Cobbler (DE) LLC |
12,100,078 | 8.6 | % | 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 sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II Cobbler (DE) LLC.
SBGA has been appointed as manager and is responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
| 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.
| CUSIP No. 704723105 | Schedule 13G | Page 8 of 10 |
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| 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 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.
Date: February 13, 2023
| SB Global Advisers Limited | ||
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SoftBank Vision Fund II-2 L.P. | ||
| By: SB Global Advisers Limited, its Manager | ||
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SVF II Aggregator (Jersey) L.P. | ||
| By: SB Global Advisers Limited, its Manager | ||
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SVF II Holdings (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| SVF II Cobbler (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| CUSIP No. 704723105 | Schedule 13G | Page 10 of 10 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |