UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
Attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”), and incorporated into this Item 7.01 by reference, is an Analyst Day presentation being used in connection with the proposed business combination (the “Business Combination”), between Pioneer Merger Corp., a Cayman Islands exempted company (“Pioneer”), and Acorns Grow Incorporated, a Delaware corporation (“Acorns”).
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 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 of 1933, as amended (the “Securities Act”), or the Exchange Act.
| Item 8.01 | Other Information. |
Pioneer is providing the following brief summary of certain preliminary financial results for the three months ended June 30, 2021 for Acorns.
Acorns’ preliminary financial results for the three months ended June 30, 2021, includes revenue of approximately $29 million, as compared to approximately $16 million for the three months ended June 30, 2020. For the three months ended June 30, 2021, Acorns’ preliminary net loss was approximately $30 million, as compared to approximately $16 million for the three months ended June 30, 2020. For the three months ended June 30, 2021, Acorns’ preliminary annual revenue per user was approximately $28, as compared to approximately $21 for the three months ended June 30, 2020. For the three months ended June 30, 2021, Acorns’ preliminary Adjusted EBITDA was approximately negative $20 million, as compared to approximately negative $8 million for the three months ended June 30, 2020.
Non-GAAP Financial Measures
Pioneer and Acorns believe EBITDA and Adjusted EBITDA are useful to investors in evaluating Acorns’ financial performance. Pioneer and Acorns believe that these non-GAAP financial measures provide enhanced insight into Acorns’ ongoing operations for comparisons of its business, as it removes the effect of certain non-cash items and expenses. These non-GAAP measures may not be the same as measures used by other companies due to possible differences in methods and in the items or events for which adjustments are made.
Acorns defines EBITDA as earnings before: (i) interest expense (income), net and changes in fair value of embedded derivatives, (ii) income taxes and (iii) depreciation and amortization on fixed assets and intangible assets. Acorns defines Adjusted EBITDA as EBITDA adjusted for: (i) in-kind service amortization of preferred stock issued in exchange for branding, editorial and production services, (ii) stock-based compensation, (iii) acquisition-related charges and (iv) gains or losses on investment securities.
EBITDA and Adjusted EBITDA are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and may be different from non-GAAP financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessing the financial performance of Acorns. These metrics should not be considered as alternatives to net loss or any other performance measures derived in accordance with GAAP. The following preliminary unaudited table presents the reconciliation of net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:
| Three
Months Ended June 30, | ||||||||
| ($ in M) | 2021 | 2020 | ||||||
| Net loss | $ | (30 | ) | $ | (16) | |||
| Non-GAAP adjustments: | ||||||||
| Income tax expense (benefit) | - | - | ||||||
| Depreciation and amortization | 1 | 1 | ||||||
| EBITDA | (29 | ) | (15) | |||||
| Non-cash in-kind service amortization of preferred stock | 3 | 7 | ||||||
| Stock-based compensation | 3 | 1 | ||||||
| (Gain) loss on investment securities | - | (1) | ||||||
| Acquisition-related charges | 3 | - | ||||||
| Adjusted EBITDA | $ | (20 | ) | $ | (8) | |||
These results are unaudited and do not present all information necessary for an understanding of Acorns’ results of operations for the three months ended June 30, 2021. See “Cautionary statement about forward looking information,” “Risk factors,” “Acorns’ Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Acorns’ financial statements and related notes included in the preliminary proxy statement relating to the Business Combination filed by the Company with the U.S. Securities and Exchange Commission (“SEC”).
Additional Information
In connection with the proposed Business Combination between Acorns and Pioneer, Pioneer filed with the 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.
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 | Analyst Day Presentation, dated September 15, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRLdocument) |
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: September 15, 2021 | PIONEER MERGER CORP. | ||
| By: | /s/ Ryan Khoury | ||
| Name: | Ryan Khoury | ||
| Title: | Chief Executive Officer | ||