UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 11, 2021
PIONEER MERGER CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39867 | 98-1563709 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation) | File Number) | Identification No.) |
660 Madison Avenue, 19th Floor (Address of principal executive offices) |
10065 (Zip Code) |
(212) 803-9080
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name
of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | PACXU | The Nasdaq Capital Market | ||
| Class A Ordinary Shares included as part of the units | PACX | The Nasdaq Capital Market | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | PACXW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Information. |
On August 11, 2021, Acorns Grow Incorporated, a Delaware corporation (“Acorns”) issued a press release with respect to certain of its personnel decisions. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The foregoing Exhibit 99.1 is being furnished pursuant to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
In connection with the proposed business combination between Acorns and Pioneer Merger Corp., a Cayman Islands exempted company (“Pioneer”) (the “Business Combination”), Pioneer filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), including a preliminary proxy statement and prospectus. Pioneer will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Pioneer will send to its shareholders in connection with the Business Combination. Investors and security holders of Pioneer are advised to read the preliminary proxy statement/prospectus and, when available, any amendments thereto, the definitive proxy statement/final prospectus and other documents filed in connection with Pioneer’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters) because the definitive proxy statement/final prospectus will contain important information about the Business Combination and the parties to the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/final prospectus to be included in the Registration Statement will be mailed to shareholders of Pioneer as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the Registration Statement, including the preliminary proxy statement/prospectus and, when available, any amendments thereto, the definitive proxy statement/final prospectus and other documents filed with the SEC without charge at the SEC’s website at www.sec.gov or by directing a request to: 660 Madison Avenue, 19th Floor, New York, New York 10065.
Participants in the Solicitation
Pioneer, Acorns and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Pioneer’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Pioneer’s directors and officers in Pioneer’s filings with the SEC, including Pioneer’s Form 10-K for the year ended December 31, 2020, the Registration Statement filed with the SEC by Pioneer, which includes the preliminary proxy statement of Pioneer for the Business Combination, and such information and names of Acorns’ directors and executive officers will also be in an Amendment to the Registration Statement to be filed with the SEC by Pioneer, which will include the definitive proxy statement of Pioneer for the Business Combination. These documents can be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to: 660 Madison Avenue, 19th Floor, New York, New York 10065.
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Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “ongoing,” “target,” “anticipate,” “intend,” “expect,” “could,” “should,” “would,” “plan,” “predict,” “potential,” “project,” “seem,” “seek,” “future,” “outlook” or the negative or plural of these words, or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Pioneer and Acorns, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Pioneer’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Pioneer and Acorns. These statements are subject to a number of risks and uncertainties regarding Pioneer’s businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the shareholders of Pioneer or Acorns for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Pioneer and Acorns; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by Pioneer’s shareholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; costs related to the Business Combination; and those to be included under the heading “Risk Factors” in the Registration Statement filed with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended December 31, 2020 of Pioneer and other of Pioneer’s filings with the SEC. There may be additional risks that Pioneer presently does not know or that Pioneer currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Pioneer’s expectations, plans or forecasts of future events and views as of the date of this communication. Pioneer anticipates that subsequent events and developments will cause Pioneer’s assessments to change. However, while Pioneer may elect to update these forward-looking statements at some point in the future, Pioneer specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Pioneer’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Disclaimer
This communication is for informational purposes only. This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Pioneer or Acorns, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Acorns Grow Incorporated Press Release, dated August 11, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 11, 2021 | PIONEER MERGER CORP. | ||
| By: | /s/ Ryan Khoury | ||
| Name: | Ryan Khoury | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
Acorns Hires Twitter Executive Rich Sullivan As Chief Financial Officer
Announcement comes as the company prepares for its expected public listing this fall
IRVINE, Calif. and NEW YORK, August 11, 2021 -- Acorns Grow Incorporated ("Acorns"), the saving and investing app that has helped its customers invest more than $9.6 billion, has appointed veteran finance executive, Rich Sullivan, as Chief Financial Officer (CFO) ahead of its expected public listing.
Sullivan joins Acorns from Twitter (NYSE:TWTR) where he led Corporate Finance and FP&A. His extensive public company experience spans two decades and includes roles in Corporate Finance, Treasury, Merger & Acquisitions and Investor Relations. Prior to Twitter, Sullivan held executive positions at STX Entertainment and DreamWorks Animation (previously NASDAQ: DWA), where he served as the company’s Deputy CFO during his tenure. He has also held various roles at AT&T (NYSE:T).
“Rich brings a unique combination of expertise, vision, and commitment to mission,” said Noah Kerner, CEO of Acorns. “Our next phase of growth as a company will only be fueled by his leadership.”
Sullivan added: “Acorns stands apart as a mission driven company that has earned the trust of its more than 4M subscribers. They have become one of the most impactful companies sitting at the cross section of technology, financial services, and social responsibility. I look forward to working with the team as we continue to empower more investors, and do so with their financial best interests in mind.”
Jasmine Lee, who served a dual role as Chief Operating Officer and Chief Financial Officer, and was instrumental in preparing Acorns for the public market, will focus her efforts on executing the Company’s strategic plan and overseeing the day to day operations as Chief Operating Officer. Jasmine’s vast experience includes managing PayPal’s (NASDAQ: PYPL) $2B consumer product portfolio. Jasmine said: “I’m excited to welcome Rich to the team as we continue building a multi-generational company with operational scale to serve our fast growing base of customers.”
Acorns puts the tools of wealth-making in everyone’s hands by making investing easy and accessible. Rooted in its mission to look after the financial best interests of the up-and-coming, Acorns serves over 4 million active customers. In May, the Company announced its plans to go public through a definitive business combination agreement with Pioneer Merger Corp. (NASDAQ:PACX) (“Pioneer"), a publicly traded special purpose acquisition company.
Rich Sullivan
Rich Sullivan is the Chief Financial Officer of Acorns where he brings more than two decades of experience in Corporate Finance, Treasury, Merger & Acquisition and Investor Relations. Rich joined Acorns from Twitter, where he served as Vice President of Corporate FP&A. Prior to Twitter, he served as Chief Operating Officer—STX New Media and Unscripted TV and Chief Financial Officer at STX Entertainment and Deputy Chief Financial Officer at DreamWorks Animation SKG, where he was responsible for leading FP&A, M&A Strategy, Treasury and Investor Relations. He began his career with roles at AT&T Corporation and Deutsche Bank Securities. Rich earned a Masters in Business Administration from Columbia University and a Bachelor of Arts in Economics from Hamilton College.
About Acorns
Acorns is how everyday consumers save & invest for the long term. By putting the tools of wealth-making in everyone’s hands, Acorns has become the largest subscription service in U.S. consumer finance, serving more than 4 million everyday Americans. Customers get automated long-term investing in diversified portfolios, built with help from experts like Nobel Laureate economist, Dr. Harry Markowitz. Acorns easy retirement account allows customers to save for a better life later in minutes, no expertise required. To help everyone spend smarter, Acorns introduced banking that invests with every swipe, and cash-forward rewards. And, everyday Americans may invest in their kids and get money news they can use, all from the same app. To date, customers have invested more than $9.6 billion with Acorns, much of it in spare change. From acorns, mighty oaks do grow!
Acorns is accessed simply and easily via the app for iPhone, Android, or desktop.
Visit Acorns.com for more.