United States securities and exchange commission logo
August 19, 2021
Elon Soms
Chief Executive Officer
Thimble Point Acquisition Corp.
195 Church Street
15th Floor
New Haven, CT 06510
Re: Thimble Point
Acquisition Corp.
Form S-4
File No. 333-257982
Filed July 16, 2021
Dear Mr. Soms:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Notice to shareholders, page i
1. Please explain the
basis for your decision not to register the Earn Out Shares, options to
purchase THMA Class A
common shares and warrants to purchase THMA Class A
common shares.
Market and Industry Data, page iv
2. Please amend your
disclosure to clarify that you are liable for the market and industry data
you included in your
registration statement.
Summary, page 1
Elon Soms
FirstName LastNameElon
Thimble Point Acquisition Soms
Corp.
Comapany
August 19, NameThimble
2021 Point Acquisition Corp.
August
Page 2 19, 2021 Page 2
FirstName LastName
3. Given that the Consideration Schedule will not be available until a
date no later than 2
days prior to the closing date, please amend your registration
statement to explain how the
number of Earn Out Shares to be issued to Pear Common Shareholders
will be
determined. Please include a table disclosing the number of upfront
shares and earnout
shares that will be allocated to Pear common shareholders, preferred
shareholders, option
and warrant holders eligible to exercise their options and warrants.
Clearly indicate the
assumptions used to calculate such estimates and how you will
determine which options
are in the money given that there is no market for the Pear common
shares.
4. Please provide an expanded description of your PDTs to more clearly
explain upfront
whether your products and product candidates are digital mechanisms
designed to assist in
the treatment of the specified indications by providing mechanisms to
track and share data
with a patient's healthcare professional, encourage improved adherence
to treatment
protocol and assist your healthcare professional in treating an
patient's indication or if the
PDT provides treatment directly to the patient. If the patient uses
the PDT to treat his/her
indication, please provide more information to explain how your
products work.
THMA's Directors and Executive Officers Have Financial Interests in the
Business Combination
, page 5
5. Please highlight that the sponsors and public shareholders will have
different rates of
return and clarify if the sponsors and affiliates can earn a positive
rate of return on their
investment, even if the other SPAC shareholders experience a negative
rate of return in
the post business combination company.
6. Please expand your disclosure to describe the affiliation between the
Anchor Investor and
the Pritzker Vlock Family Office.
Risks Related to the Business Combination, page 61
7. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable
company or on term less favorable to shareholders rather than
liquidate.
8. Please highlight the risk presented by taking the company public
through a merger rather
than an underwritten offering by highlighting that an underwriter
would be subject to
liability for any material misstatements or omissions in a
registration statement.
9. Please disclose the risks associated with the exclusive forum
provision in your proposed
charter, which we note you disclose on page 306. Please ensure that
this risk factor
highlights the fact that your exclusive forum provision may result in
increased costs for
investors to bring a claim and clarifies that Exchange Act claims are
not subject to this
exclusive forum provision, which we note you disclose on page B-8 of
your proposed
charter.
THMA stockholders will have a reduced ownership and voting interest in the
Post-Combination
Elon Soms
FirstName LastNameElon
Thimble Point Acquisition Soms
Corp.
Comapany
August 19, NameThimble
2021 Point Acquisition Corp.
August
Page 3 19, 2021 Page 3
FirstName LastName
Company. . . ., page 65
10. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders. Moreover, as it appears that
underwriting fees
remain constant and are not adjusted based on redemptions, please your
disclosure to
disclose the effective underwriting fee on a percentage basis for
shares as it
concerns dilution.
11. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
Contractual Obligations, page 142
12. Please include the Forward Purchase Agreement as an annex.
Products and Pipeline, page 152
13. Please provide additional information in your pipeline table on page
143 to more clearly
distinguish between which product candidates are in a pre-clinical
development stage and
which product candidates are in a clinical development stage. In this
regard, please use
the column headers that enable investors to understand trials have
been completed and
which are undergoing and which are still remaining. Ensure industry
jargon such as
"POC" is clearly explained. Similarly revise "Our Development
Pipeline" that begins on
page 173.
14. Please provide more information about your relationship with the
specific "content
partners" listed in your pipeline table on page 153. While we note
your risk factor
disclosure on page 41 that "[t]he Company in-licenses patents and
content from third
parties to develop its products and product candidates[,]" the
material terms of licenses are
not adequately described in the filing. For each material agreement,
please disclose the
following:
material rights and obligations;
material payments made or received to date:
aggregate amount of potential milestone payments;
applicable royalty rates, or a range not to exceed ten percentage
points;
expiration and termination provisions.
15. Please expand the discussion of your available products and your
product candidates to
more specifically explain how they work using specific examples,
including other
treatments that generally accompany the use of your products and
product candidates.
Additionally, describe ongoing trials for products currently in
development, including trial
design, data collected and trail endpoints.
Elon Soms
FirstName LastNameElon
Thimble Point Acquisition Soms
Corp.
Comapany
August 19, NameThimble
2021 Point Acquisition Corp.
August
Page 4 19, 2021 Page 4
FirstName LastName
16. To the extent that your products and product candidates are intended
to be used in
combination with other types of treatment, such as pharmaceuticals
and/or behavioral or
other types of therapy, please clarify.
Pear's Management Discussion and Analysis of Financial Condition and Results of
Operations
Research and Development Expenses, page 201
17. You state throughout the filing that Pear has a pipeline of 14 product
candidates. Please
revise your disclosures to provide the following information:
For your key research and development projects, please provide the
following:
o The nature, objective, and current status of the project;
o The costs incurred during each period presented and to date;
o The nature of efforts and steps necessary to complete the
project;
o The risks and uncertainties associated with completing
development;
o The extent and nature of additional resources that need to
be obtained if current
liquidity is not expected to be sufficient to complete the
project; and
o Whether a future milestone such as completion of a
development phase, date of
filing with a regulatory agency, or approval from a
regulatory agency can be
reliably determined.
For the remainder of projects not considered individually
significant, tell us the
composition of the total R&D expense for each period presented.
This can take a
variety of forms but is mainly driven by how many projects are
managed and how
they are reported within the organization.
If based on a known event, trend, demand, commitment or
uncertainty, future R&D
expense or the mix of R&D expense is reasonably likely to differ
from current trends,
please tell us the reasons for and the amount of the expected
change.
Background of the Business Combination, page 235
18. Please revise your discussion to clarify the timeline with respect to
contacts with the 109
potential candidates, the elimination of the first 66 and the next 40.
Additionally, explain
how you narrowed your search from the first 109 potential targets to
the 43 potential
targets with which you entered non-disclosure agreements.
19. Please provide the date that your representative was informed by Foley
Hoag that the
prescription digital therapeutics company could be a potential
candidate and provide a
more thorough description of such communications.
20. Please identify the "third party advisors" mentioned on page 239 and
the "external
advisors on the digital therapeutics industry" mentioned on page 243.
Explain the role
these advisors played with respect to valuation, analysis, and due
diligence.
21. We note your disclosure that, in connection with the consummation of
the Initial Public
Offering, you entered into the Forward Purchase Agreement with the
Anchor Investor.
Given your disclosure that "members of our management team are
associated with the
Pritzker Vlock Family Office" please disclose whether any of your
sponsors, directors,
Elon Soms
Thimble Point Acquisition Corp.
August 19, 2021
Page 5
officers or their affiliates helped facilitate this Agreement and what
specific role they
played in doing so.
22. Please provide a summary of the discussions and negotiations with the
alternative
acquisition candidates and clarify the basis for the determination to
proceed with the
business combination with Pear as opposed to the other candidates.
Interests of THMA's Directors and Executive Officers in the Business
Combination, page 252
23. Your Amended and Restated Certificate of Incorporation waived the
corporate
opportunities doctrine. Please address this potential conflict of
interest and whether it
impacted your search for an acquisition target.
24. Please revise the conflicts of interest discussion so that it
highlights all material
interests in the transaction held by the sponsor and the company s
officers and directors.
This could include fiduciary or contractual obligations to other
entities as well as any
interest in, or affiliation with, the target company. In addition,
please clarify how the
board considered those conflicts in negotiating and recommending the
business
combination.
Material U.S. Federal Income Tax Considerations, page 280
25. Please file a tax opinion as an exhibit to the filing. Refer to Item
601(b)(8) of Regulation
S-K and, for guidance, Section III.A. of Staff Legal Bulletin No. 19.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Christine Torney at 202-551-3652 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Suzanne Hayes at 202-551-3675 with any
other
questions.
FirstName LastNameElon Soms Sincerely,
Comapany NameThimble Point Acquisition Corp.
Division of
Corporation Finance
August 19, 2021 Page 5 Office of Life
Sciences
FirstName LastName