Thimble Point Acquisition Corp.

The going-concern modification relates to the SPAC before the merger rather than to Pear itself, but it is a reminder that Thimble Point was operating with a working capital deficiency while negotiating the transaction, which shapes how urgently a sponsor pursues any deal. For legacy SPAC holders who did not redeem, the trust protection ended at the December 3, 2021 closing and the position is now ordinary equity in a prescription digital therapeutics company. A staggered board slows any shareholder response if performance disappoints.

This version states that the 132,395,625 includes 12,394,625 shares issuable on the achievement of certain earn-out targets and 120,000,000 shares issuable following consummation on exercise of the options and warrants that Pear's own options and warrants convert into. An earlier version described that post-closing overhang as excluded. The two components as printed do not reconcile to the stated total, so the footnote cannot be read as an exact decomposition even though the total itself has not moved.

The two components the footnote now names do not reconcile with the total they are said to make up: 12,394,625 earn-out shares plus 120,000,000 post-closing option and warrant shares, against a registered 132,395,625. The earn-out figure also differs from the one the previous amendment printed while the total has not changed. A reader cannot tell from this table whether the post-closing overhang is inside the ceiling or beside it, which is the one question the footnote exists to answer.

The registered ceiling is explicit about both what it includes and what it leaves out: it includes 12,395,625 additional shares issuable on the achievement of certain earn-out targets, and it excludes any Class A shares issuable after the combination on exercise of the options and warrants that Pear's own options and warrants convert into. The post-closing option overhang therefore sits entirely outside the 132,395,625, and the figure understates eventual dilution to that extent.

The registered count is stated on an assumption that pushes it upward: 132,395,625 shares is the maximum issuable assuming that all vested in-the-money options to purchase Pear Therapeutics common stock are exercised immediately prior to the closing. Options that are unvested or out of the money are not in the figure, so it is neither a floor nor a complete count of the target's fully diluted equity — it is a specific scenario, and the fee table says which one.