EX-99.1 3 d149785dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by - Internet 24 Hours — a Q Day, U I CK 7 Days ï^ï^ ï^ a Week E A SY or by Mail THIMBLE POINT Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you ACQUISITION CORP. marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on November [•], 2021. INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online Special Meeting , you will need your 12 digit control number to vote electronically at the Special Meeting. To attend: https://www.cstproxy.com/ thimblepoint/2021 MAIL – Mark, sign and date your proxy card PLEASE DO NOT RETURN THE PROXY CARD and return it in the postage-paid envelope IF YOU ARE VOTING ELECTRONICALLY. provided. ï³ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ï³ THIMBLE POINT ACQUISITION CORP. SPECIAL MEETING OF STOCKHOLDERS [NOVEMBER] [•], 2021 MASTER BALLOT The undersigned appoints Xxxxxx Xxxxx and Xxxxxx Xxxxx, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Thimble Point Acquisition Corp. held of record by the undersigned at the close of business on Xxxx xx, 2021 at the Special Meeting of Stockholders of Thimble Point Acquisition Corp. to be held virtually at: https://www.cstproxy.com/thimblepoint/2021 on November [•], 2021, at XX:00 a.m. or at any adjournment or postponement thereof. All shares of common stock of Thimble Point Acquisition Corp. (“THMA”), that are represented at the Special Meeting of Stockholders (the “Special Meeting”) by one or more proxies (the “Proxies”) granted to the undersigned (and to each of them individually) are hereby voted in accordance with the instructions that appear on the Proxies. CONTRARY THIS PROXY INDICATION WHEN PROPERLY IS MADE,    THE EXECUTED PROXY WILL WILL BE BE VOTED VOTED IN    FAVOR AS INDICATED OF PROPOSALS . IF NO AS A THROUGH PROXY HEREIN G, AND    ON IN ACCORDANCE ANY OTHER MATTERS WITH THE THAT JUDGMENT MAY PROPERLY OF THE PERSONS COME BEFORE NAMED THE DIRECTORS ANNUAL . MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued, and to be marked, dated and signed, on the other side)

 


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Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders The 2021 Proxy Statement and the 2020 Annual Report to Stockholders are available at: https://www.cstproxy.com/thimblepoint/2021 PROXY CARD Please mark your votes X THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS. like this Proposal Number 1: A proposal to (a) approve Proposal Number 5: A proposal to approve, FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN and adopt the Business Combination Agreement, in connection with the Merger, for purposes dated as of June 21, 2021 (as it may be amended, of complying with applicable listing rules of supplemented or otherwise modified from time the NASDAQ Stock Market (“NASDAQ”), the to time in accordance with its terms, the “Business Combination issuance and/or sale of (a) up to 132,395,625 THMA Class A Common Agreement”), by and among THMA, Oz Merger Sub, Inc., a Delaware Shares to the holders of Pear’s capital stock pursuant to the Business corporation and wholly-owned subsidiary of THMA (“Merger Sub”), and Combination Agreement and the reservation for issuance of THMA Class Pear Therapeutics, Inc., a Delaware corporation (“Pear”), and (b) approve A Common Shares subject to Rollover Options (as defined in the Proxy the transactions contemplated thereby, including the merger of Merger Statement) pursuant to the Business Combination Agreement; (b) (i) an Sub with and into Pear, with Pear surviving the merger as a wholly-owned aggregate of 10,280,000 THMA Class A Common Shares at $10.00 per subsidiary of THMA (the “Merger”). A copy of the Business Combination share to the subscribers pursuant to the Subscription Agreements (as Agreement is attached to the proxy statement/prospectus as Annex A to defined in the Proxy Statement) and (ii) up to 5,000,000 THMA Class A the proxy statement/prospectus (the “Proxy Statement”). Common Shares at $10.00 per share to the Anchor Investor pursuant to the Amended Forward Purchase Agreement (as defined in the Proxy Proposal Number 2: A proposal to amend the FOR AGAINST ABSTAIN Statement), for purposes of raising additional capital for use by the current certificate of incorporation of THMA Post-Combination Company following the Closing; and (c) 6,900,000 (the “Current Charter”) and adopt the Second THMA Class A Common Shares upon the conversion of THMA Class B Amended and Restated Certificate of Incorporation Common Shares, in accordance with the terms of the Current Charter . (the “Proposed Charter”) to be effective upon the consummation of the Merger (the “Closing”) which will include amendments to (a) increase the Proposal Number 6: A proposal to approve FOR AGAINST ABSTAIN number of authorized shares of THMA’s capital stock, par value $0.0001 and adopt the Pear Holdings Corp. 2021 Stock per share, from 221,000,000 shares, consisting of (i) 220,000,000 shares Option and Incentive Plan (the “2021 Plan”), a of common stock, including 200,000,000 shares of Class A common copy of which is attached as Annex K of the Proxy stock (the “THMA Class A Common Shares”) and 20,000,000 shares Statement, and the material terms thereunder. of Class B common stock (the “THMA Class B Common Shares”), Proposal Number 7: A proposal to approve FOR AGAINST ABSTAIN and (ii) 1,000,000 shares of preferred stock, to 700,000,000 shares, and adopt the Pear Holdings Corp. Employee consisting of (i) 690,000,000 shares of Class A common stock and (ii) Stock Purchase Plan (the “2021 ESPP”), a copy 10,000,000 shares of preferred stock, (b) eliminate certain provisions in of which is attached as Annex L of the Proxy our Charter relating to the THMA Class B Common Shares, the initial Statement, and the material terms thereunder. business combination and other matters relating to THMA’s status as a blank check company that will no longer be applicable to THMA following Proposal Number 8: A proposal to approve the FOR AGAINST ABSTAIN the closing, (c) require supermajority voting in order to amend or repeal adjournment of the Special Meeting to a later the Proposed Charter and remove directors from office, (d) waive Section date or dates, if necessary, to permit further 203 of the DGCL, (e) change the name of THMA to “Pear Holdings Corp.” solicitation and vote of proxies in the event that and (f) approve and adopt any other changes contained in the Proposed there are insufficient votes for, or otherwise in Charter, a copy of which is attached as Annex B to the Proxy Statement. connection with, Proposals 1-2 and 5-7. Proposal Number 3: On a non-binding advisory FOR AGAINST ABSTAIN basis, a separate proposal with respect to certain If any matter is voted upon at the Special Meeting other than the governance provisions in the Proposed Charter proposals set forth on the Proxies, then with respect to such matter in accordance with Securities and Exchange the undersigned will supplement this ballot with an additional ballot Commission guidance. The Proposed Charter, and the provisions that are pursuant to which the undersigned will vote all shares as to which they the subject of this proposal, is further described in the Proxy Statement have discretionary authority. for the Special Meeting and a copy of the Proposed Charter is attached as Annex B to the Proxy Statement. Proposal Number 4: A proposal to elect, effective at the closing of the Merger, seven directors to serve staggered terms on the Board of Directors of the Post-Combination Company until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Class Vote For Withheld Alison Bauerlein Class I Zach Lynch Class I Andrew J. Schwab Class I Nancy Schlichting Class II CONTROL NUMBER Kirthiga Reddy Class II Corey McCann Class III Jorge Gomez Class III Signature Signature, if held jointly Date 2021 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.