S-4/A 1 tm2116619-32_s4a.htm S-4/A tm2116619-32_s4a - block - 98.6100067s
As filed with the Securities and Exchange Commission on November 12, 2021
Registration No. 333-257305​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PIONEER MERGER CORP.*
(Exact name of Registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of
incorporation or organization)
6770
(Primary standard industrial
classification code number)
98-1563709
(I.R.S. Employer
Identification Number)
660 Madison Avenue, 19th Floor
New York, New York 10065
Telephone: 212-803-9080
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ryan Khoury
Chief Executive Officer
660 Madison Avenue, 19th Floor
New York, New York 10065
Telephone: 212-803-9080
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Christian O. Nagler
Marshall P. Shaffer, P.C.
Eric L. Schiele, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Christopher J. Austin
Paul Hastings LLP
200 Park Ave
New York, New York 10166
(212) 318-6000
Carl R. Sanchez
Paul Hastings LLP
4747 Executive Drive, 12th Floor
San Diego, CA 92121
(858) 458-3000
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/consent solicitation statement/prospectus have been satisfied or waived.
If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:   ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered
Amount to be
Registered(6)
Proposed Maximum
Offering Price
Per Security
Proposed Maximum
Aggregate Offering
Price(1)
Amount of
Registration Fee
New Acorns Common Stock(1)
179,456,611 $ 9.92(7) $ 1,780,209,581 $ 194,221(11)
New Acorns Common Stock issuable upon exercise of warrants(2)
16,766,625 $ 11.50(8) $ 192,816,188 $ 21,037(11)
New Acorns Common Stock(3).
199,595 $ 9.93(9) $ 1,981,978 $ 217(11)
Warrants to purchase New Acorns Common Stock(4)
17,572,177 $ $ $ (12)
New Acorns Common Stock(5)
26,481,530 $ 9.95(10) $ 263,491,224 $ 24,426(13)
Total $ 2,238,498,971 $ 239,901(14)
(1)
The number of shares of New Acorns Common Stock (as defined below) being registered represents (i) 40,250,000 Class A ordinary shares (as defined below) of Pioneer (as defined below), that were registered pursuant to the Registration Statement on Form S-1 (SEC File No. 333-251556) (the "Registration Statement") and offered by Pioneer in its initial public offering, (ii) 10,062,500 Class B ordinary shares (as defined below) held by Pioneer’s initial shareholders, (iii) up to 128,423,746 shares of New Acorns Common Stock estimated to be issued to the equityholders of Acorns in connection with the Business Combination described in the proxy statement/consent solicitation statement/prospectus (as defined below) and (iv) up to 720,365 shares of New Acorns Common Stock estimated to be issued to holders of Acorns warrants upon the exercise of such warrants following the consummation of the Business Combination. The Class A ordinary shares and Class B ordinary shares of Pioneer will automatically be converted by operation of law into shares of New Acorns Common Stock as a result of the Domestication (as defined below).
(2)
Represents shares of New Acorns Common Stock to be issued upon the exercise of  (i) 13,416,625 public warrants (as defined below) and (ii) 3,350,000 private placement warrants (as defined below) in connection with the Business Combination described in the proxy statement/consent solicitation statement/prospectus. The warrants will convert into warrants to acquire shares of New Acorns Common Stock as a result of the Domestication.
(3)
The number of shares of New Acorns Common Stock being registered represents (i) up to 114,408 additional shares of New Acorns Common Stock estimated to be issued to the equityholders of Acorns in connection with the Business Combination described in the proxy statement/consent solicitation statement/prospectus and (ii) up to 85,187 shares of New Acorns Common Stock estimated to be issued to holders of Acorns warrants upon the exercise of such warrants following the consummation of the Business Combination.
(4)
The number of warrants to acquire shares of New Acorns Common Stock being registered represents (i) 13,416,625 public warrants, (ii) 3,350,000 private placement warrants and (iii) 805,552 Acorns warrants.
(5)
The number of shares of New Acorns Common Stock being registered represents up to 26,481,530 additional shares of New Acorns Common Stock estimated to be issued to the equityholders (including holders of outstanding options and restricted stock units) of Acorns in connection with the Business Combination described in the proxy statement/consent solicitation statement/prospectus.
(6)
Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(7)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Pioneer on the Nasdaq Capital Market (“Nasdaq”) on June 16, 2021 ($9.92 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. June 16, 2021 was the date for which the initial filing fee was calculated (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission).
(8)
Represents the exercise price of the warrants.
(9)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Pioneer on Nasdaq on September 29, 2021 ($9.93 per Class A ordinary share).
(10)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Pioneer on Nasdaq on October 25, 2021 ($9.95 per Class A ordinary share).
(11)
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091, the rate in effect at the time such fee was paid..
(12)
In accordance with Rule 457(g), the entire registration fee for these warrants is allocated to the common stock being registered underlying these warrants, and no separate fee is paid for these warrants.
(13)
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0000927, the rate in effect at the time such fee was paid.
(14)
Previously paid.
*
Immediately prior to the consummation of the Business Combination, Pioneer intends to effect a deregistration under Part XII the Cayman Islands Companies Act (As Revised) and a domestication under Part XII of the Delaware General Corporation Law, pursuant to which Pioneer’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed to “Acorns Holdings, Inc.” upon the consummation of the Domestication. As used herein, “New Acorns” refers to Pioneer after giving effect to the Domestication.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 
PIONEER MERGER CORP.
660 Madison Avenue, 19th Floor
New York, New York 10065
Dear Pioneer Merger Corp. Shareholders:
You are cordially invited to attend the extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of Pioneer Merger Corp., a Cayman Islands exempted company (“Pioneer”), at 9:00 a.m., Eastern Time, on            , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the extraordinary general meeting to also be held virtually over the internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association.
As further described in the accompanying proxy statement/consent solicitation statement/​prospectus, in connection with the Domestication, on the Closing Date and prior to the effective time (the “Effective Time”) of the Merger (as described below), among other things, (i) Pioneer will change its name to “Acorns Holdings, Inc.,” ​(ii) shares of Pioneer will be converted into shares of common stock of a domesticated Delaware corporation and (iii) the governing documents of Pioneer will be amended and restated. As used in the accompanying proxy statement/consent solicitation statement/prospectus, “New Acorns” refers to Pioneer after giving effect to the Domestication and the Business Combination.
At the extraordinary general meeting, Pioneer shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement, dated as of May 26, 2021 (as it may be amended and supplemented from time to time, the “Business Combination Agreement”), by and among Pioneer, Pioneer SPAC Merger Sub Inc., a wholly owned subsidiary of Pioneer (“Merger Sub”) and Acorns Grow Incorporated (“Acorns”), a copy of which is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex A, including the transactions contemplated thereby.
As further described in the accompanying proxy statement/consent solicitation statement/​prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:
(a)
On the Closing Date, prior to the time at which the Effective Time occurs, Pioneer will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which Pioneer will change its name to Acorns Holdings, Inc. (“New Acorns”) (for further details, see “Proposal No. 2 — The Domestication Proposal”).
(b)
Any PIPE Convertible Notes outstanding as of immediately prior to the Closing and following the Domestication, will convert into a number of shares of New Acorns Common Stock at the Closing equal to the outstanding principal amount due in respect of such convertibles notes plus any accrued and unpaid interest thereunder, divided by $10.
(c)
Merger Sub will merge with and into Acorns, with Acorns as the surviving corporation in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Pioneer. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) outstanding common stock (after giving
 

 
effect to (a) the conversion of Acorns preferred shares and Acorns convertible notes to common stock and (b) the cash consideration which may be paid to Acorns shareholders if a cash election has been made), RSUs and options (vested and unvested) of Acorns will be exchanged for shares of New Acorns Common Stock or comparable RSUs and options that are exercisable for shares of New Acorns Common Stock, as applicable, based on an implied fully-diluted equity value of Acorns of  $1.5 billion plus the aggregate exercise prices of all Acorns options and Acorns warrants and (ii) outstanding Acorns warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Acorns Common Stock based on the number of shares of New Acorns Common Stock such holder would have received if it had exercised such warrant immediately prior to the Effective Time, based on an implied fully-diluted equity value of Acorns of  $1.5 billion plus the aggregate exercise price of all Acorns options and Acorns warrants.
In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Pioneer entered into Subscription Agreements (the “Subscription Agreements”) with Alpha Wave Ventures, LP (“Alpha Wave”) and certain other investors (the “Other PIPE Investors,” and the Other PIPE Investors, together with Alpha Wave, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Pioneer has agreed to issue and sell to the PIPE Investors an aggregate of 16,500,000 shares of New Acorns Common Stock at a price of  $10.00 per share, for aggregate gross proceeds of  $165,000,000 (the “PIPE Financing”). Falcon Edge, an affiliate of the Sponsor, is the investment manager of Alpha Wave. Alpha Wave will fund $7.5  million in the PIPE Financing. The shares of New Acorns Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.
You will also be asked to consider and vote upon (a) a proposal to approve the Domestication (the “Domestication Proposal”), (b) the proposed new bylaws and certificate of incorporation of New Acorns upon the Domestication (the “Proposed Bylaws” and “Proposed Certificate of Incorporation”), copies of which are attached as Annex C and D, respectively, to the accompanying proxy statement/consent solicitation statement/prospectus (the “Charter Proposal”), (c) on a non-binding advisory basis, proposals related to certain material differences between Pioneer’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents” and such proposals, collectively, the “Pioneer Governing Documents Proposals"), (d) a proposal to approve, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of New Acorns Common Stock in connection with the Business Combination and the PIPE Financing, which is referred to herein as the “Nasdaq Proposal,” ​(e) a proposal to approve the election of seven (7) individuals who will constitute Pioneer’s Board of Directors immediately after the Effective Time (such proposal, the “Director Election Proposal”), and (f) a proposal to approve and adopt the 2021 Plan, a copy of which is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex L, which is referred to herein as the “Long-Term Incentive Award Plan Proposal,” ​(g) a proposal to approve and adopt the Employee Stock Purchase Plan , a copy of which is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex M, which is referred to herein as the “Employee Stock Purchase Plan Proposal,” and (h) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”
The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. None of the Pioneer Governing Documents Proposals, which will be voted upon on a non-binding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/consent solicitation statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
 

 
The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (a) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to Pioneer shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Pioneer ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (b) in order to solicit additional proxies from Pioneer shareholders in favor of one or more of the proposals at the extraordinary general meeting or (c) if Pioneer shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by Pioneer from the trust account in connection with the Business Combination, together with the aggregate gross proceeds from the PIPE Financing plus an amount equal to $55 million from the PIPE Convertible Notes, equal no less than $340,000,000 after deducting Pioneer’s unpaid expenses, liabilities, and any amounts paid to Pioneer shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied (such aggregate proceeds, the “Closing Aggregate Cash Amount”, and such condition to the consummation of the Business Combination, the “Closing Aggregate Cash Amount Condition”).
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including the Subscription Agreements, the Sponsor Support Agreements, the Sponsor Lock-Up Agreements, the Company Support Agreements, the Company Lock-Up Agreements, the Shareholders’ Agreement, the Registration Rights Agreement, the Sponsor Warrant Forfeiture Agreement and the Acorns Customer Loyalty Share Program (each as defined in the accompanying proxy statement/consent solicitation statement/prospectus). See Business Combination Proposal — Related Agreements” for more information. Pursuant to the Existing Governing Documents, a holder of Pioneer’s public shares (a “public shareholder”) may request that Pioneer redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of Pioneer’s units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), Pioneer’s transfer agent, directly and instruct it to do so. The redemption rights includes the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.
Public shareholders (other than those who have agreed not to do so by executing a Sponsor Support Agreement) may elect to redeem their public shares even if they vote “for” the Business Combination Proposal.
If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Acorns will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Pioneer’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of October 26, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication. See “Extraordinary General Meeting of Pioneer — Redemption Rights” in the accompanying proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an
 

 
aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Sponsor, Alpha Wave and each of Messrs. Todd Davis, Mitchell Caplan and Oscar Salazar (collectively, the “initial shareholders”) have, pursuant to the Sponsor Support Agreements, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/consent solicitation statement/prospectus, the initial shareholders own approximately 28.84% of the issued and outstanding ordinary shares of Pioneer. See “Business Combination Proposal - Related Agreements - Sponsor Support Agreements” in the accompanying proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreements.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/consent solicitation statement/​prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Pioneer redeem public shares in an amount that would cause New Acorns’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing and all of the Pioneer shareholder redemptions.
Pioneer is providing the accompanying proxy statement/consent solicitation statement/prospectus and accompanying proxy card to Pioneer’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by Pioneer’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/consent solicitation statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of Pioneer’s shareholders are urged to read the accompanying proxy statement/​consent solicitation statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described inRisk Factorsbeginning on page 68 of the accompanying proxy statement/​consent solicitation statement/prospectus.
After careful consideration, the Board of Directors of Pioneer has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to Pioneer’s shareholders in the accompanying proxy statement/consent solicitation statement/prospectus. When you consider the recommendation of these proposals by the Board of Directors of Pioneer, you should keep in mind that Pioneer’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Pioneer’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/consent solicitation statement/​prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the holders of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Each of the Nasdaq Proposal, the Director
 

 
Election Proposal, the Long-Term Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Pioneer Governing Documents Proposals are voted upon on a non-binding advisory basis only.
Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/consent solicitation statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. None of the Pioneer Governing Documents Proposals, which will be voted upon on a non-binding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/consent solicitation statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PIONEER’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT / WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of Pioneer’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Jonathan Christodoro
Chairman of the Board of Directors
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/consent solicitation statement/prospectus is dated            , 2021 and is first being mailed to shareholders on or about            , 2021.
 

 
PIONEER MERGER CORP.
660 Madison Avenue, 19th Floor
New York, NY 10065
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON            , 2021
TO THE SHAREHOLDERS OF PIONEER MERGER CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of Pioneer Merger Corp., a Cayman Islands exempted company (“Pioneer”), will be held at 9:00 a.m., Eastern Time, on            , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the extraordinary general meeting to also be held virtually over the internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that Pioneer’s entry into the Business Combination Agreement, dated as of May 26, 2021 (as may be amended and supplemented from time to time, the “Business Combination Agreement”), by and among Pioneer, Pioneer SPAC Merger Sub Inc., a wholly owned subsidiary of Pioneer (“Merger Sub”), and Acorns Grow Incorporated (“Acorns”), a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of Pioneer as an exempted company in the Cayman Islands and the continuation and domestication of Pioneer as a corporation in the State of Delaware with the name “Acorns Holdings, Inc.,” ​(a) any PIPE Convertible Notes that are outstanding as of immediately prior to the Closing and following the Domestication, will convert into a number of shares of New Acorns Common Stock at the Closing equal to the outstanding principal amount due in respect of such convertibles notes plus any accrued and unpaid interest thereunder, divided by $10, (b) at the Effective Time, (i) Merger Sub will merge with and into Acorns (the “Merger”), with Acorns as the surviving corporation in the Merger and, after giving effect to such Merger, Acorns shall be a wholly-owned subsidiary of Pioneer and (ii) (x) outstanding common stock (after giving effect to (A) the conversion of Acorns preferred shares and Acorns convertible notes to common stock and (B) the cash consideration which may be paid to Acorns shareholders if a cash election has been made), RSUs and options (vested and unvested) of Acorns will be exchanged for shares of New Acorns Common Stock or comparable RSUs and options that are exercisable for shares of New Acorns Common Stock, as applicable, and (y) outstanding Acorns warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Acorns Common Stock based on the number of shares of New Acorns Common Stock such holder would have received if it had exercised such warrant immediately prior to the Effective Time of the Merger, in the case of each of the foregoing (x) and (y), based on an implied fully-diluted equity value of Acorns of  $1.5 billion plus the aggregate exercise price of all Acorns options and Acorns warrants; and certain related agreements (including the Sponsor Support Agreements, Company Support Agreements, the Subscription Agreements, the Sponsor Lock-Up Agreements, Company Lock-Up Agreements, Shareholders’ Agreement, and the Registration Rights Agreement, each in the form attached to the proxy statement/consent solicitation statement/prospectus as
 

 
Annex E, Annex K, Annex I, Annex N, Annex F, Annex G and Annex J, respectively); and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.

Proposal No. 2 — Domestication Proposal — RESOLVED, as a special resolution, that Pioneer be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, Pioneer be continued and domesticated as a corporation under the laws of the State of Delaware.

Proposal No. 3 — Charter Proposal — RESOLVED, as a special resolution, that: (i) the Memorandum and Articles of Association of Pioneer (the “Existing Governing Documents”) be amended and restated by the proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Governing Documents”) of the Company (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal and the filing with and acceptance by the Secretary of State of Delaware of the Certificate of Corporate Domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), (ii) the Company change its name from “Pioneer Merger Corp.” to “Acorns Holdings, Inc.”; and (iii) the authorized share capital be changed from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share and 5,000,000 preference shares, par value $0.0001 per share, to 321,700,000 shares of common stock, par value $0.0001 per share, of New Acorns and 100,000 shares of preferred stock, par value $0.0001 per share, of New Acorns.

Proposal No. 4 — Pioneer Governing Documents Proposals — to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Certificate of Incorporation to approve the following material differences between the Existing Governing Documents and the Proposed Governing Documents (such proposals, collectively, the “Pioneer Governing Documents Proposals”):

Governing Documents Proposal A — an amendment to change the authorized share capital of Pioneer from (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share and (iii) 5,000,000 preference shares, par value $0.0001 per share, to (a) 321,700,000 shares of common stock, par value $0.0001 per share, of New Acorns and (b) 100,000 shares of preferred stock, par value $0.0001 per share, of New Acorns.

Governing Documents Proposal B — an amendment to authorize the New Acorns Board to issue any or all shares of New Acorns Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Acorns Board and as may be permitted by the DGCL.

Governing Documents Proposal C — an amendment to authorize the removal of the ability of New Acorns shareholders to take action by written consent in lieu of a meeting.

Governing Documents Proposal D — an amendment to authorize the amendment and restatement of the Existing Governing Documents be approved in accordance with the Charter Proposal, (i) changing the post-Business Combination corporate name from “Pioneer Merger Corp.” to “Acorns Holdings, Inc.” as more fully set out in the Charter Proposal (which is expected to occur upon the consummation of the Domestication), (ii) making New Acorns’ corporate existence perpetual, (iii) adopting (A) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court of the State of Delaware) as the exclusive forum for certain shareholder litigation and (B) the federal district courts of the United States as the exclusive forum for causes of action arising under the Securities Act and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination.
 

 

Proposal No. 5 — The Nasdaq Proposal — RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New Acorns Common Stock in connection with the Business Combination and the PIPE Financing be approved.

Proposal No. 6 — The Director Election Proposal — RESOLVED, as an ordinary resolution, that the election of seven (7) individuals who will constitute New Acorns’ Board of Directors be approved.

Proposal No. 7 — The Long-Term Incentive Award Plan Proposal — RESOLVED, as an ordinary resolution, that the 2021 Plan, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex L, be adopted and approved.

Proposal No. 8 — The Employee Stock Purchase Plan Proposal — RESOLVED, as an ordinary resolution, that the New Acorns Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex M, be adopted and approved.

Proposal No. 9 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (a) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/​consent solicitation statement/prospectus is provided to Pioneer shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Pioneer ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (b) in order to solicit additional proxies from Pioneer shareholders in favor of one or more of the proposals at the extraordinary general meeting or (c) if Pioneer shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by Pioneer from the trust account in connection with the Business Combination, together with aggregate gross proceeds from the PIPE Financing and the PIPE Convertible Notes, equal no less than $340 million after deducting Pioneer’s unpaid expenses, liabilities, and any amounts paid to Pioneer shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied, at the extraordinary general meeting be approved.
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal, and the Employee Stock Purchase Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. None of the Pioneer Governing Documents Proposals, which will be voted upon on a non-binding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal.
These items of business are described in this proxy statement/consent solicitation statement/​prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares of Pioneer at the close of business on October 26, 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. This proxy statement/consent solicitation statement/prospectus and accompanying proxy card is being provided to Pioneer’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Pioneer’s shareholders are urged to read this proxy statement/consent solicitation statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factorsbeginning on page 68 certain governance provisions in the Proposed Certificate of Incorporation of this proxy statement/consent solicitation statement/prospectus.
After careful consideration, the board of directors of Pioneer has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including
 

 
the Business Combination, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to Pioneer’s shareholders in this proxy statement/consent solicitation statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Pioneer, you should keep in mind that Pioneer’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Pioneer’s Directors and Executive Officers in the Business Combination” in this proxy statement/consent solicitation statement/​prospectus for a further discussion of these considerations.
Pursuant to the Existing Governing Documents, a public shareholder may request of Pioneer that New Acorns redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental, Pioneer’s transfer agent, in which you (a) request that New Acorns redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
(iii)
deliver your public shares to Continental, Pioneer’s transfer agent, physically or electronically through The Depository Trust Company.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Pioneer’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders (other than those who have agreed not to do so by executing a Sponsor Support Agreement) may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Pioneer’s transfer agent, New Acorns will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Pioneer’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of October 26, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Acorns Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Pioneer — Redemption Rights” in this proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
 

 
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The initial shareholders have, pursuant to the Sponsor Support Agreements, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/consent solicitation statement/prospectus, the initial shareholders own approximately 28.84% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Support Agreement” in the accompanying proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreement.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/consent solicitation statement/​prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Pioneer redeem public shares in an amount that would cause New Acorns’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the Pioneer shareholder redemptions.
The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Each of the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
The Pioneer Governing Documents Proposals are voted upon on a non-binding advisory basis only. All shareholders of Pioneer are cordially invited to attend the extraordinary general meeting in person. To ensure your representation at the extraordinary general meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided.
Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/​consent solicitation statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. None of the Pioneer Governing Documents Proposals,
 

 
which will be voted upon on a non-binding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the proxy statement/consent solicitation statement/​prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/consent solicitation statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing PACX.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of Pioneer Merger Corp.,
Jonathan Christodoro
Chairman of the Board of Directors
           , 2021.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE SHAREHOLDER PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PIONEER’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF PIONEER — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
 

 
[MISSING IMAGE: lg_acorns-4c.jpg]
ACORNS GROW INCORPORATED
5300 California Avenue
Irvine, CA 92617
NOTICE OF SOLICITATION OF WRITTEN CONSENT
To Shareholders of Acorns Grow Incorporated:
Pursuant to a Business Combination Agreement, dated as of May 26, 2021 (as it may be amended and/or restated from time to time, the “Business Combination Agreement” or “BCA”), by and among Pioneer Merger Corp. (“Pioneer”), Pioneer SPAC Merger Sub Inc., a wholly owned subsidiary of Pioneer (“Merger Sub”), and Acorns Grow Incorporated (“Acorns”), Merger Sub will be merged with and into Acorns, with Acorns surviving the merger as a wholly owned subsidiary of Pioneer (the “Business Combination”).
The accompanying proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of Acorns’ Board of Directors to request that Acorns shareholders as of the record date of                 , 2021 (the “Acorns Record Date”) approve by written consent the approval and adoption of the Business Combination Agreement, the Ancillary Documents to which Acorns is or will be a party and the transactions contemplated thereby, including the Merger (the “Business Combination Proposal”).
The accompanying proxy statement/consent solicitation statement/prospectus describes the Business Combination Agreement, the Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached as Annex A to the accompanying proxy statement/consent solicitation statement/prospectus.
Acorns’ Board of Directors has considered the Business Combination and the terms of the Business Combination Agreement and unanimously approved and declared advisable the Business Combination Agreement and the Business Combination upon the terms and conditions set forth in the Business Combination Agreement, and unanimously determined that the Business Combination Agreement and the Business Combination are in the best interests of Acorns and its shareholders. Acorns’ Board of Directors unanimously recommends that shareholders approve the Business Combination Proposal.
Certain of Acorns’ executive officers, directors and holders of 5% or more of Acorns’ common stock or preferred stock, who as of May 26, 2021 collectively hold approximately 71% of the voting power of the shares of Acorns capital stock as of such date, including Acorns preferred stock voting on an as-converted to common stock basis, have agreed to execute and deliver a written consent with respect to the outstanding shares of Acorns common stock and preferred stock held by such holders approving and adopting the Business Combination Agreement and approving the Business Combination; accordingly, Acorns expects to have the required votes to approve and adopt the Business Combination Agreement and the Business Combination. Due to the obligations of such shareholders, a failure of any other Acorns shareholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Acorns shareholder, is not expected to have any effect on the approval of each such proposal.
Please complete, date and sign the written consent furnished with the accompanying proxy statement/consent solicitation statement/prospectus and return it promptly to Acorns by one of the
 

 
means described in the section entitled “Acorns’ Solicitation of Written Consents” beginning on page 141 of the accompanying proxy statement/consent solicitation statement/prospectus.
By Order of the Board of Directors,
/s/ Noah Kerner
Noah Kerner
Chief Executive Officer
 
2

The information in this proxy statement/consent solicitation statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/consent solicitation statement/prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2021
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
PIONEER MERGER CORP.
CONSENT SOLICITATION STATEMENT FOR
ACORNS GROW INCORPORATED
PROSPECTUS FOR UP TO 206,137,736 SHARES OF COMMON STOCK 17,572,177 WARRANTS OF PIONEER MERGER CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED ACORNS HOLDINGS, INC. IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)
The Board of Directors of each of Pioneer Merger Corp., a Cayman Islands exempted Company (“Pioneer”), and Acorns Grow Incorporated, a Delaware corporation (“Acorns”), has unanimously approved (i) that certain Business Combination Agreement, dated as of May 26, 2021 (as amended from time to time, the “Business Combination Agreement”), by and among Pioneer, Pioneer SPAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pioneer (“Merger Sub”), and Acorns, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex A and (ii) the Merger (as defined below), the domestication of Pioneer as a Delaware corporation (the “Domestication”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”).
In connection with the Domestication, on the Closing Date (as defined below) immediately prior to the Effective Time (as defined below): (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Class B ordinary shares”), of Pioneer will be converted into one share of common stock, par value $0.0001 per share, of New Acorns (collectively, the “New Acorns Common Stock”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of Pioneer will automatically represent the right to purchase one share of New Acorns Common Stock at an exercise price of  $11.50 per share on the terms and conditions set forth in the Pioneer Warrant Agreement; (iii) the governing documents of Pioneer will be amended and restated and become the certificate of incorporation and the bylaws of New Acorns as described in this proxy statement/consent solicitation statement/​prospectus; and (iv) Pioneer’s name will change to “Acorns Holdings, Inc.” In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of Pioneer that has not been previously separated into the underlying Class A ordinary shares of Pioneer and the underlying warrants of Pioneer prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Acorns Common Stock and the number of whole warrants issuable upon separation (rounded down to the nearest whole number) representing the right to purchase one share of New Acorns Common Stock at an exercise price of  $11.50 per share on the terms and subject to the conditions set forth in the Pioneer Warrant Agreement.
Following the consummation of the Domestication, on the Closing Date, Merger Sub will merge with and into Acorns (the “Merger”), with Acorns as the surviving corporation in the Merger and, after giving effect to the Merger, Acorns will be a wholly-owned subsidiary of New Acorns (the time that the Merger becomes effective being referred to as the “Effective Time”).
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) any PIPE Convertible Notes that are outstanding as of immediately prior to the Closing and following the Domestication, will convert into a number of shares of New Acorns Common Stock at the Closing equal to the outstanding principal amount due in respect of such convertibles notes plus any accrued and unpaid interest thereunder, divided by $10 and (ii) at the Effective Time, (a) outstanding shares of Acorns Common Stock (after giving effect to (x) the conversion of Acorns Preferred Stock and Acorns convertible notes to Acorns Common Stock and (y) the cash consideration which may be paid to Acorns stockholders if a cash election has been made), Acorns RSUs and Acorns options (vested and unvested) will be exchanged for shares of New Acorns Common Stock or comparable RSUs and options that are exercisable for shares of New Acorns Common Stock, as applicable, and (b) outstanding Acorns Warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Acorns Common Stock based on the number of shares of New Acorns Common Stock such holder would have received if it had exercised such warrant immediately prior to the Effective Time of the Merger, in the case of each of the foregoing clauses (a) and (b), based on an implied fully-diluted equity value of Acorns of  $1.5 billion plus the aggregate exercise price of all Acorns options and Acorns warrants.
This prospectus covers 206,137,736 shares of New Acorns Common Stock and 17,572,177 warrants to acquire shares of New Acorns Common Stock. The number of shares of New Acorns Common Stock that this prospectus covers represents the maximum number of shares that may be issued to holders of shares and convertible notes of Acorns in connection with the Business Combination (as more fully described in this proxy statement/consent solicitation statement/prospectus), together with the shares issued or issuable to the existing shareholders and warrant holders of Pioneer in connection with the Business Combination. The market value of the shares to be issued could vary significantly from the market value as of the date of this proxy statement/consent solicitation statement/​prospectus. It is contemplated that, upon completion of the Business Combination, the holders of shares and convertible notes of Acorns will own, collectively, 130,517,664 shares of New Acorns Common Stock (excluding any

PIPE Shares and shares of New Acorns Common Stock issued in respect of the PIPE Convertible Notes), representing approximately 64% of the total shares outstanding under the no redemption scenario. The PIPE Investors and holders of PIPE Convertible Notes will own, collectively, 22,240,254 shares of New Acorns Common Stock acquired as PIPE Shares, representing approximately 11% of the total shares outstanding under the no redemption scenario. The current Pioneer stockholders will own 50,312,500 shares of New Acorns Common Stock, representing approximately 25% of the total shares outstanding under the no redemption scenario. This presentation assumes that no public shareholders holding Public Shares exercise redemption rights with respect to their Public Shares. If the actual facts are different than these assumptions, the ownership percentages in New Acorns will be different.
In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Pioneer entered into Subscription Agreements (the “Subscription Agreements”) with Alpha Wave Ventures, LP (“Alpha Wave”) and certain other investors (the “Other PIPE Investors,” and the Other PIPE Investors, together with Alpha Wave, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Pioneer has agreed to issue and sell to the PIPE Investors, an aggregate of 16,500,000 shares of New Acorns Common Stock at a price of  $10.00 per share, for aggregate gross proceeds of  $165 million (the “PIPE Financing”). Falcon Edge, an affiliate of the Sponsor, is the investment manager of Alpha Wave. Alpha Wave will fund $7.5 million in the PIPE Financing. The shares of New Acorns Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pioneer will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.
In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the closing of the Business Combination, including the Subscription Agreements, the Sponsor Support Agreements, the Sponsor Lock-Up Agreements, the Company Support Agreements, the Company Lock-Up Agreements, the Shareholders’ Agreement, the Amended and Restated Registration Rights Agreement, the Pioneer Sponsor Warrant Forfeiture Agreement and the Acorns Customer Loyalty Share Program (each as defined in the accompanying proxy statement/consent solicitation statement/prospectus). See “Business Combination Proposal — Related Agreements” for more information.
Pioneer’s units, shares of Class A common stock and warrants are each traded on Nasdaq under the symbol “PACXU,” “PACX” and “PACXW”, respectively. Upon the closing of the Business Combination, it is contemplated that New Acorns will have a single class of common stock. New Acorns intends to apply for listing, to be effective at the consummation of the Business Combination, of the common stock to be issued in connection with the Business Combination (including the PIPE Shares) together with the common stock previously issued in Pioneer’s initial public offering, the warrants issued in Pioneer’s initial public offering and simultaneous private placement, and the common stock underlying the warrants issued in Pioneer’s initial public offering and simultaneous private placement, on Nasdaq under the proposed symbols “OAKS”, in the case of the common stock, and “OAKW”, in the case of the warrants.
Pioneer is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and has elected to comply with certain reduced public company reporting requirements.
This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting of Pioneer’s shareholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 68. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/​consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/consent solicitation statement/prospectus incorporates by reference important business and financial information about Pioneer from documents that are not included in or delivered with this proxy statement/consent solicitation statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/consent solicitation statement/prospectus and other filings of Pioneer with the Securities and Exchange Commission by visiting its website at www.sec.gov or requesting them in writing or by telephone from Pioneer at the following address:
Ryan Khoury
Pioneer Merger Corp.
660 Madison Avenue, 19th Floor
New York, New York 10065
Telephone: 212-803-9080
You will not be charged for any of these documents that you request. Shareholders requesting documents should do so by            , 2021 (five business days prior to the meeting date) in order to receive them before the special meeting.
This proxy statement/consent solicitation statement/prospectus is dated           , 2021, and is first being mailed to Pioneer shareholders on or about such date.

 
TABLE OF CONTENTS
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F-1
Annexes
N-1
You should rely only on the information contained in this proxy statement/consent solicitation statement/prospectus in determining whether to vote in favor of the Business Combination and the other proposals. No one has been authorized to provide you with information that is different from that contained in this proxy statement/consent solicitation statement/prospectus. This proxy statement/consent solicitation statement/prospectus is dated           , 2021. You should not assume that the information contained in this proxy statement/consent solicitation statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/consent solicitation statement/prospectus to Pioneer shareholders or Acorns shareholders nor the issuance by Pioneer of common stock in connection with the Business Combination will create any implication to the contrary.
 
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SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/consent solicitation statement/prospectus or the context otherwise requires, references to:
2021 Plan” means the 2021 Long-Term Incentive Award Plan of the Combined Company after the closing of the Business Combination.
Acorns” means Acorns Grow Incorporated, a Delaware corporation.
Acorns convertible notes” means all notes issued and outstanding by Acorns or any of its subsidiaries that are convertible by their terms into shares of Acorns’ capital stock, in each case, other than the PIPE Convertible Notes.
Acorns Common Stock” means the common stock, par value $0.001 per share, of Acorns.
Acorns Equity Plan” means the Acorns Grow Incorporated Amended and Restated 2012 Employee, Director and Consultant Equity Incentive Plan, as amended.
Acorns Equity Value” means the implied fully-diluted equity value of Acorns of  $1.5 billion.
Acorns option” means an option to purchase shares of Acorns common stock that is outstanding and unexercised as of immediately prior to the Effective Time.
Acorns Preferred Stock” means, collectively, the (a) Series A Preferred Stock, par value $0.001 per share, of Acorns, (b) Series B Preferred Stock, par value $0.001 per share, of Acorns, (c) Series C Preferred Stock, par value $0.001 per share, of Acorns, (d) Series D Preferred Stock, par value $0.001 per share, of Acorns, (e) Series D-1 Preferred Stock, par value $0.001 per share, of Acorns, (f) Series E-1 Preferred Stock, par value $0.001 per share, of Acorns, and (g) Series E-2 Preferred Stock, par value $0.001 per share, of Acorns.
Acorns RSU” means each restricted stock unit covering a specified number of shares of Acorns Common Stock that is outstanding and granted under the Acorns Equity Plan as of immediately prior to the Effective Time.
Acorns warrant” means a warrant to purchase shares of Acorns capital stock (which for the avoidance of doubt is not an Acorns option) that is outstanding and unexercised as of immediately prior to the Effective Time.
Alpha Wave” means Alpha Wave Ventures, LP, a Cayman Islands limited partnership.
Articles of Association” means the amended and restated articles of association of Pioneer.
Business Combination” means the Domestication, the Merger and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing.
“Business Combination Agreement” or “BCA” means the Business Combination Agreement, dated as of May 26, 2021, by and among Pioneer, Merger Sub and Acorns, as amended, modified or supplemented from time to time.
Cayman Islands Companies Act” means the Cayman Islands Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.
Charter Proposal” means Proposal No. 3 to approve the Proposed Certificate of Incorporation of Pioneer.
Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of Pioneer, which will automatically convert, on a one-for-one basis, into shares of New Acorns Common Stock in connection with the Domestication.
Class B ordinary shares” or “Founder Shares” means the 10,062,500 Class B ordinary shares, par value $0.0001 per share, of Pioneer outstanding as of the date of this proxy statement/consent
 
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solicitation statement/prospectus that were initially issued to Sponsor in a private placement prior to the initial public offering and of which 120,000 shares were transferred to Todd Davis, Mitchell Caplan and Oscar Salazar (40,000 shares each) in December 2020 and, in connection with the Domestication, will automatically convert, on a one-for-one basis, into shares of New Acorns Common Stock.
Closing” means the closing of the transactions contemplated by the Business Combination Agreement.
Closing Date” means that date that is in no event later than the third (3rd) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “Business Combination Proposal — Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or on such other date as Pioneer and Acorns may agree in writing.
Code” means the Internal Revenue Code of 1986, as amended.
Company Lock-Up Agreement” means each of the Company Lock-Up Agreements entered into as of May 26, 2021, by Pioneer, Acorns and certain key stockholders of Acorns.
Company Support Agreement” means each of the Company Support Agreements entered into as of May 26, 2021, by Pioneer, Acorns and certain key stockholders of Acorns.
Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal, collectively.
Continental” means Continental Stock Transfer & Trust Company.
COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.
COVID-19 Measures” means the regulations, measures, recommendations, directives, guidelines or orders promulgated or issued by any governmental entity, including the Centers for Disease Control and Prevention and the World Health Organization, to address COVID-19, including the CARES Act and other action, inaction, activity, responses or other conduct reasonably necessary in connection with or in response to or in compliance with any of the foregoing.
Declaration” means Declaration Partners LP.
DGCL” means the Delaware General Corporation Law, as amended.
Director Election Proposal” means the proposal to elect seven (7) individuals who will constitute the New Acorns Board of Directors immediately after the Effective Time.
Domestication” means the transfer by way of continuation and deregistration of Pioneer from the Cayman Islands and the continuation and domestication of Pioneer Merger Corp. as a corporation incorporated in the State of Delaware.
Domestication Proposal” means the proposal to approve a change of Pioneer’s jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware.
DTC” means the Depository Trust Company.
Effective Time” means the time at which the Merger becomes effective.
ESPP” means the Pioneer Employee Stock Purchase Plan.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
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Exchange Agent” means Continental, in its capacity as the “Exchange Agent” under the Business Combination Agreement.
Existing Governing Documents” means the Memorandum of Association and the Articles of Association.
extraordinary general meeting” means the extraordinary general meeting of Pioneer at 9:00 a.m., Eastern Time, on            , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of Pioneer’s precautions regarding the novel coronavirus or COVID-19, Pioneer is planning for the extraordinary general meeting to also be held virtually over the Internet.
Falcon Edge” means Falcon Edge Capital, LP, a Delaware limited partnership, an affiliate of the Sponsor and the investment manager of Alpha Wave.
HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Initial Public Offering” means the initial public offering of 40,250,000 units, consummated on January 12, 2021, and the underwriters’ exercise of an over-allotment option to purchase 5,250,000 additional units to cover over-allotments on January 12, 2021, generating aggregate gross proceeds of  $402.5 million.
initial shareholders” means Sponsor and its affiliates, Alpha Wave and officers and directors of Pioneer.
JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
Memorandum of Association” means the amended and restated memorandum of association of Pioneer.
Merger” means the merger of Merger Sub with and into Acorns pursuant to the Business Combination Agreement, with Acorns as the surviving corporation in the Merger and, after giving effect to such Merger, Acorns becoming a wholly-owned subsidiary of Pioneer.
Merger Sub” means Pioneer SPAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pioneer.
Morrow” means Morrow Sodali LLC.
Nasdaq” means The Nasdaq Capital Market.
Nasdaq Listing Rule” means each of the applicable provisions of the Nasdaq Stock Exchange Listing Rules.
Nasdaq Proposal” means the proposal to approve by ordinary resolution for the purposes of complying with the Nasdaq Listing Rule, the issuance of shares of New Acorns Common Stock in connection with the Business Combination and the PIPE Financing, to the extent such issuance would require a shareholder vote under Nasdaq Listing Rule 5635(a), (b), (c) or (d).
New Acorns” means Pioneer Merger Corp. upon and after the Domestication.
New Acorns Board of Directors” means the board of directors of New Acorns.
New Acorns Common Stock” means the common stock, par value $0.0001 per share, of New Acorns.
New Acorns Preferred Stock” means the preferred stock, par value $0.0001 per share, of New Acorns.
Original Registration Rights Agreement” means the registration rights agreement entered into on January 12, 2021.
 
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ordinary shares” means Class A ordinary shares and Class B ordinary shares.
Pioneer Governing Documents Proposals” means the four separate proposals in connection with the replacement of the Existing Governing Documents with the Proposed Governing Documents, collectively.
Pioneer” means Pioneer Merger Corp., a Cayman Islands exempted company, both prior to and after the Business Combination, which is expected to be renamed “Acorns Holdings, Inc.”, a Delaware corporation, upon the consummation of the Business Combination. In some instances, Pioneer after the Business Combination is alternatively referred to as the “Combined Company.”
Pioneer Board of Directors” means the board of directors of Pioneer.
Pioneer warrants” means the public warrants and the private warrants.
PIPE Convertible Notes” means, collectively, the convertible notes issued by Acorns to Declaration and Senator in an aggregate principal amount of  $55 million.
PIPE Convertible Notes Agreement” means the Note Purchase Agreement entered into among Acorns and affiliates of Declaration and Senator on March 26, 2021.
PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 16,500,000 shares of New Acorns Common Stock for an aggregate purchase price of  $165 million to be consummated in connection with Closing.
PIPE Investors” means Alpha Wave and the Other PIPE Investors.
PIPE Shares” means an aggregate of 16,500,000 shares of Class A shares to be issued to PIPE Investors in the PIPE Financing.
private placement warrants” means the 6,700,000 private placement warrants outstanding as of the date of this proxy statement/consent solicitation statement/prospectus that were issued to Sponsor simultaneously with the closing of the initial public offering in a private placement at a price of  $1.50 per warrant. Each private placement warrant is exercisable for one Class A ordinary share at a price of  $11.50.
pro forma” means giving pro forma effect to the Business Combination, including the Merger and the PIPE Financing.
Proposed Bylaws” means the proposed bylaws of New Acorns to be effective upon the Domestication attached to this proxy statement statement/consent solicitation statement/prospectus as Annex D.
Proposed Certificate of Incorporation” means the proposed certificate of incorporation of New Acorns to be effective upon the Domestication attached to this proxy statement/consent solicitation statement/prospectus as Annex C.
Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws.
Public Shares” means the Class A ordinary shares included in the units issued in the Initial Public Offering.
public shareholders” means holders of public shares, including the Sponsor, and Pioneer’s officers and directors to the extent they hold public shares; provided, that the holders of Founder Shares will be considered a “public shareholder” only with respect to any public shares held by them.
public warrants” means the warrants exercisable for Class A ordinary shares included in the units issued in the Initial Public Offering.
redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents.
 
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Registration Rights Agreement” means the Amended and Restated Registration rights Agreement entered into on May 26, 2021 among Pioneer, Sponsor, Alpha Wave, and certain stockholders of Acorns.
SEC” means the Securities and Exchange Commission.
Securities Act” means the Securities Act of 1933, as amended.
Senator” means Senator Investment Group.
Shareholders’ Agreement” means the Shareholders’ Agreement, dated May 26, 2021, by and among Pioneer, Sponsor and Acorns.
special meeting” means the extraordinary general meeting of Pioneer that is the subject of this proxy statement/consent solicitation statement/prospectus.
Sponsor” means Pioneer Merger Sponsor LLC, a Cayman Islands limited liability company and an affiliate of certain of Pioneer’s officers and directors.
Sponsor Lock-Up Agreement” means each of the Sponsor Lock-Up Agreements entered into on May 26, 2021 among Pioneer, Acorns, and each of Sponsor, Todd Davis, Mitchell Caplan, Oscar Salazar and Alpha Wave.
Sponsor Support Agreement” means each of the Sponsor Support Agreements entered into on May 26, 2021 among Pioneer, Acorns, and each of Sponsor, Todd Davis, Mitchell Caplan, Oscar Salazar and Alpha Wave.
Sponsor Warrant Forfeiture Agreement” means the Sponsor Warrant Forfeiture Agreement entered into on May 26, 2021 among Pioneer, Sponsor and Acorns.
Subscription Agreements” means the subscription agreements dated May 26, 2021, by and between Pioneer and the PIPE Investors.
transfer agent” means Continental, Pioneer’s transfer agent.
trustee” means Continental, in its capacity as the trustee of the Trust Account.
Trust Account” means the trust account established at the consummation of Pioneer’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee.
units” means the units of Pioneer, each unit representing one Class A ordinary share and one-third of one warrant to acquire one Class A ordinary share, that were offered and sold by Pioneer in its initial public offering and in its concurrent private placement.
U.S. GAAP” means generally accepted accounting principles in the United States.
warrants” means the public warrants and the private placement warrants.
Warrant Agreement” means the warrant agreement dated January 12, 2021, by and between Pioneer and Continental.
 
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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

The parties to the Business Combination are Pioneer, Merger Sub and Acorns. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Acorns, with Acorns surviving as a wholly owned subsidiary of Pioneer. See the Business Combination Agreement, a copy of which is attached hereto as Annex A.

Under the Business Combination Agreement, the shareholders and convertible noteholders of Acorns (other than the holders of the PIPE Convertible Notes) will receive an aggregate of approximately 130,517,664 shares of Pioneer common stock at the closing of the Business Combination. Holders of Acorns options, Acorns RSUs, and Acorns warrants will receive options, RSUs or warrants, as applicable, of Pioneer exercisable in the aggregate for approximately 25,307,572 shares of Pioneer common stock. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.

Immediately following the closing of the Business Combination, Acorns’ shareholders (other than the holders of the PIPE Convertible Notes) will hold approximately 64% of the issued and outstanding Pioneer common stock (on account of Pioneer shares issued in the Business Combination) and current shareholders of Pioneer will hold approximately 25% of the issued and outstanding Pioneer common stock, and the remaining approximately 11% will be held by the investors in the PIPE Financing that are purchasing Pioneer common stock and the holders of the PIPE Convertible Notes, in each case, based on the number of shares of Pioneer common stock outstanding as of June 30, 2021 (assuming no holder of Pioneer’s public shares exercises redemption rights as described in this proxy statement/consent solicitation statement/prospectus and that no Acorns stockholder makes a cash election). See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.

The Business Combination Agreement may be terminated at any time, but not later than the closing of the Business Combination, (i) by mutual written consent of Pioneer and Acorns; (ii) by either Pioneer or Acorns if the transactions are not consummated on or before January 15, 2022; (iii) by either Pioneer or Acorns if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, which order, decree, judgment, ruling or other action is final and non-appealable; (iv) by either Pioneer or Acorns if the other party has breached any of its covenants or representations and warranties such that the closing conditions regarding the accuracy thereof would not be satisfied, and has not cured its breach within thirty days (or any shorter time period that remains prior to the termination date provided in item (ii) above) of the notice of the breach, provided that the terminating party is itself not in breach; (v) by Pioneer if Acorns shareholder approval of the Business Combination Agreement and the transactions contemplated thereby has not been obtained within one business day following the date that this proxy statement/consent solicitation statement/prospectus is declared effective by the SEC; or (vi) by either Pioneer or Acorns if the Pioneer shareholder meeting (including any adjournment thereof) has been held, has concluded, Pioneer’s shareholders have duly voted and the Condition Precedent Proposals fail to be approved by the required votes described herein. See the section entitled “The Business Combination Proposal —  Termination.”

In addition to voting on the Business Combination Proposal, the shareholders of Pioneer will vote on separate proposals to approve amendments to Pioneer’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “Acorns Holdings, Inc.” as opposed to “Pioneer Merger Corp.”; (ii) change Pioneer’s capitalization so that it will have 321,700,000 authorized shares of a single class of common stock and 100,000 authorized shares of preferred stock, as opposed to Pioneer having 500,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares and 5,000,000 authorized preference shares; and (iii) delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time). The shareholders
 
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of Pioneer will also consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq, the issuance by Pioneer of New Acorns Common Stock, in connection with the Business Combination and the PIPE Financing. The shareholders of Pioneer will also vote on proposals (w) to approve appointment of seven directors who, upon consummation of the Business Combination, will become the directors of the Combined Company, (x) to approve the 2021 Plan, (y) to approve the Employee Stock Purchase Plan, and (z) to approve, if necessary, an adjournment of the special meeting. See the sections entitled “Proposal No. 3 — The Charter Proposal,” “Proposal No. 4 — The Governing Documents Proposal,” “Proposal No. 5 — The Nasdaq Proposal,” “Proposal No. 6 — The Director Election Proposal,” “Proposal No. 7 — The Long-Term Incentive Award Plan Proposal,”Proposal No. 8 — The Employee Stock Purchase Plan Proposal” and “Proposal No. 9 — The Adjournment Proposal.”

Upon completion of the Business Combination, the directors of the Combined Company will be Brent Callinicos, John Flynn, Sarah Jones Simmer, Noah Kerner, Varsha Rao, Dana Settle and Navroz Udwadia. See the section entitled “Proposal No. 6 — The Director Election Proposal.”

Upon completion of the Business Combination, the executive officers of the Combined Company will include Noah Kerner, Jasmine Lee, Manning Field, and the other persons described under “Proposal No. 6 — The Director Election Proposal — Information about Executive Officers, Directors and Nominees.”

Pursuant to the Registration Rights Agreement, certain of Acorns’ shareholders, the Sponsor and certain other shareholders of Pioneer will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of their securities of the Combined Company, subject to certain conditions set forth therein.

Pursuant to the Shareholders’ Agreement, for so long as the Sponsor maintains ownership of a certain percentage interest in Pioneer, Acorns will have the right to designate one nominee from a list of nominees provided by the Sponsor for election to Pioneer’s board of directors.

In connection with the execution of the Business Combination Agreement, certain of Acorns’ executive officers, directors and holders of 5% or more of Acorns’ common stock or preferred stock, who collectively hold approximately 71% of the outstanding shares of Acorns common stock as of May 26, 2021, including Acorns preferred stock voting on an as-converted to common stock basis, entered into agreements pursuant to which they have agreed to vote in favor of the Business Combination Agreement, the Business Combination and matters related thereto.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF PIONEER
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Pioneer’s shareholders. We urge shareholders to read this proxy statement/consent solicitation statement/​prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 9:00 a.m., Eastern Time, on            , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50 Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
Q: Why am I receiving this proxy statement/consent solicitation statement/prospectus?
A: Pioneer shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, on the Closing Date prior to the Effective Time, (i) Pioneer will be renamed “Acorns Holdings, Inc.”, (ii) any PIPE Convertible Notes that are outstanding as of immediately prior to the Closing and following the Domestication, will convert into a number of shares of New Acorns Common Stock at the Closing equal to the outstanding principal amount due in respect of such convertibles notes plus any accrued and unpaid interest thereunder, divided by $10, (iii) outstanding Acorns Common Stock (after giving effect to (a) the conversion of Acorns Preferred Stock and Acorns convertible notes to Acorns Common Stock and (b) the cash consideration which may be paid to Acorns shareholders if a cash election has been made), Acorns RSUs and Acorns options (vested and unvested) will be exchanged for shares of New Acorns Common Stock or comparable RSUs and options that are exercisable for shares of New Acorns Common Stock, as applicable, and (iv) outstanding Acorns warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Acorns Common Stock based on the number of shares of New Acorns Common Stock such holder would have received if it had exercised such warrant immediately prior to the Effective Time of the Merger, in the case of each of the foregoing clauses (iii) and (iv), based on the Acorns Equity Value plus the aggregate exercise price of all Acorns options and Acorns warrants. See “Proposal No. 1 —  Business Combination Proposal.”
A copy of the Business Combination Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.
The approval of each of the Domestication Proposal and the Charter Proposal of a special resolution under Cayman Islands law, being the affirmative vote of the holders at least a two-thirds (2/3) majority of the holders of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Each of the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Pioneer Governing Documents Proposals are voted upon on a non-binding advisory basis only.
In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary
 
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share of Pioneer will convert automatically by operation of law, on a one-for-one basis, into shares of New Acorns Common Stock; (ii) each issued and outstanding warrant to purchase Class A ordinary shares of Pioneer will automatically represent the right to purchase one share of New Acorns Common Stock at an exercise price of  $11.50 per share of New Acorns Common Stock on the terms and conditions set forth in the Warrant Agreement; and (iii) each issued and outstanding unit of Pioneer that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of New Acorns Common Stock and the number of whole warrants issuable upon separation (rounded down to the nearest whole number). The Proposed Governing Documents will be appropriately adjusted to give effect to any amendments contemplated by the Proposed Governing Documents that are not adopted and approved by the Pioneer shareholders. In connection with clause (i) and (ii), each issued and outstanding unit of Pioneer that has not been previously separated into the underlying Class A ordinary shares of Pioneer and underlying Pioneer warrants prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Acorns Common Stock and the number of whole warrants issuable upon separation (rounded down to the nearest whole number) representing the right to purchase one share of New Acorns Common Stock at an exercise price of  $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement. See “Domestication Proposal.”
The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “ — What amendments will be made to the current constitutional documents of Pioneer?” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/​CONSENT SOLICITATION STATEMENT/PROSPECTUS.
Q: What proposals are shareholders of Pioneer being asked to vote upon?
A:   At the extraordinary general meeting, Pioneer is asking holders of its ordinary shares to consider and vote upon separate proposals, as follows:

a proposal to approve by ordinary resolution and adopt the Business Combination Agreement and the Business Combination;

a proposal to approve by special resolution the Domestication;

a proposal to approve by way of special resolution the amendment and restatement of the Existing Governing Documents with the Proposed Governing Documents;

a proposal to approve, on a non-binding advisory basis, each of the Pioneer Governing Documents Proposals and thereby (i) authorize change to authorized share capital, (ii) authorize the Pioneer Board to make issuances of preferred stock, (iii) adopt (A) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court of the State of Delaware) as the exclusive forum for certain shareholder litigation and (B) the federal district courts of the United States as the exclusive forum for causes of action arising under the Securities Act, and (iv) approve other changes to be made in connection with the adoption of Proposed Governing Documents. A copy of the Proposed Certificate of Incorporation and Proposed Bylaws is attached to this proxy statement/consent solicitation statement/prospectus as Annex C and D, respectively;

a proposal to authorize the New Acorns Board to issue any or all shares of New Acorns Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Acorns Board and as may be permitted by the DGCL;

a proposal to approve the Pioneer Designee and the Company Designees to serve as directors on the New Acorns Board;

a proposal to authorize by way of special resolution, consequential upon the Domestication, the amendment and restatement of the Existing Governing Documents and authorize all other
 
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changes necessary or, as mutually agreed in good faith by Pioneer and Acorns, desirable in connection with the replacement of Existing Governing Documents with the Proposed Governing Documents as part of the Domestication;

a proposal to approve by ordinary resolution the issuance of shares of New Acorns Common Stock in connection with the Business Combination and the PIPE Financing in compliance with the Nasdaq listing requirements;

a proposal to approve and adopt by ordinary resolution the 2021 Plan;

a proposal to approve and adopt by ordinary resolution the Employee Stock Purchase Plan;

a proposal to approve each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to this proxy statement/consent solicitation statement/prospectus or in correspondence related thereto;

a proposal to approve each other proposal reasonably agreed by Pioneer and Acorns as necessary or appropriate in connection with the consummation of the transactions contemplated by the Business Combination Agreement, the Subscription Agreements in connection with the PIPE Financing or the other agreements, documents, instruments and/or certificates contemplated by the Business Combination Agreement or to be executed in connection with the Business Combination Agreement; and

a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.
If Pioneer’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement may be terminated and the Business Combination may not be consummated.
For more information, please see “Business Combination Proposal,” “Domestication Proposal,” “Pioneer Governing Documents Proposals,” “The Nasdaq Proposal,” “Director Election Proposal,” “Long-Term Incentive Award Plan Proposal,” “Employee Stock Purchase Plan Proposal” and “Adjournment Proposal.”
Pioneer will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/consent solicitation statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Pioneer should read it carefully.
After careful consideration, the Pioneer Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Pioneer Governing Documents Proposals, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are in the best interests of Pioneer and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of one or more of Pioneer’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Pioneer and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Pioneer’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Pioneer’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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Q: Why is Pioneer proposing the Business Combination?
A: Pioneer is a blank check company incorporated on October 21, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although Pioneer may pursue an acquisition opportunity in any business, industry, sector or geographical location for purposes of consummating an initial business combination, Pioneer has focused on prospective targets in the technology and consumer sectors that have attractive growth-oriented characteristics and strong underlying demand drivers. Pioneer is not permitted under its Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. Pioneer’s business strategy is to identify leading private companies that are potential industry disruptors or innovators in a growth market. We believe that our management team’s extensive experience and knowledge of local markets, access to leaders and innovators, and proven deal-sourcing capabilities presents an opportunity to create significant long-term value for our shareholders. Although we may pursue an opportunity in any business, industry, sector or geographic area, our management team believes that the technology and consumer sectors present some of the most attractive industries with large scale disruption opportunities
Pioneer has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. Pioneer has sought to acquire companies that are potential industry disruptors or innovators in a growth market, in the technology and consumer sectors, that would benefit from the network and managerial expertise that Pioneer has, and that can benefit from being publicly traded.
Based on its due diligence investigations of Acorns and the industry in which it operates, including the financial and other information provided by Acorns in the course of negotiations, the Pioneer Board believes that Acorns meets the criteria and guidelines listed above. However, there is no assurance of this. See “Business Combination Proposal — The Pioneer Board’s Reasons for the Business Combination.”
Although the Pioneer Board believes that the Business Combination with Acorns presents a unique business combination opportunity and is in the best interests of Pioneer and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The Pioneer Board’s Reasons for the Business Combination” and “Risk Factors —  Risks Related to the Business Combination and Pioneer.”
Q: Did the Pioneer Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A: No. The Pioneer Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, Pioneer’s management, the members of the Pioneer Board and the other representatives of Pioneer have substantial experience in evaluating the operating and financial merits of companies similar to Acorns and reviewed certain financial information of Acorns and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of Pioneer’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Pioneer Board in valuing Acorns’ business and assuming the risk that the Pioneer Board may not have properly valued such business.
Q: What will Acorns’ equityholders receive in return for the Business Combination with Pioneer?
A: Following the consummation of the Domestication and on the Closing Date, Merger Sub will merge with and into Acorns, with Acorns as the surviving corporation in the Merger and, after giving effect to such Merger, Acorns shall be a wholly-owned subsidiary of Pioneer. In accordance with
 
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the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) outstanding Acorns Common Stock (after giving effect to (a) the conversion of Acorns Preferred Stock and Acorns convertible notes to Acorns Common Stock and (b) the cash consideration which may be paid to Acorns shareholders if a cash election has been made), Acorns RSUs and Acorns options (vested and unvested) of Acorns will be exchanged for shares of New Acorns Common Stock or comparable RSUs and options that are exercisable for shares of New Acorns Common Stock, as applicable, and (ii) outstanding Acorns warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Acorns Common Stock based on the number of shares of New Acorns Common Stock such holder would have received if it had exercised such warrant immediately prior to the Effective Time of the Merger, in the case of each of the foregoing clauses (i) and (ii), based on the Acorns Equity Value plus the aggregate exercise price of all Acorns options and Acorns warrants.
Q: What is Acorns’ business?
A: Acorns is a financial technology and financial services company based in Irvine, California that specializes in micro-investing and robo-investing. Acorns’ vision is to help everyday Americans save and invest every day. Acorns is the parent company of Acorns Securities, LLC (“Acorns Securities”) and Acorns Advisers, LLC (“Acorns Advisers”). Acorns Securities is registered with the SEC as a broker-dealer under the Exchange Act and in all 50 U.S. states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands and is a member of FINRA. Acorns Advisers is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”).
Acorns is building a financial wellness system so that individuals and families can responsibly manage and grow their money. Acorns charges an affordable monthly subscriber fee for access to most of its services, with clear, monthly-based subscription pricing. Historically, Acorns’ customers could subscribe to its investment account product, Acorns Invest, which allows subscribers to invest in a diversified portfolio of exchange traded funds and includes the Round-ups® feature that helps subscribers automatically invest spare change from everyday purchases by rounding each purchase to the nearest dollar. As Acorns has introduced new products, including individual retirement accounts, deposit accounts that help subscribers invest, accounts managed by Acorns subscribers for minor beneficiaries, cash-forward rewards, and a financial literacy platform, it has bundled them within premium subscription offerings for individuals and families. Acorns’ financial wellness system is being designed to help automate the act of depositing, allocating those deposits into the right accounts and services included in their subscription, and then helping the subscriber grow their money over the long-term.
Due to the nature of its business, including the services provided by Acorns’ registered financial adviser and broker-dealer subsidiaries, Acorns is subject to extensive and complex rules and regulations and examination by various federal, state and local government authorities, designed to, among other things, protect subscribers and investors. These rules and regulations are constantly evolving and adverse changes to these rules, regulations or requirements, or failure to comply with them, could adversely affect Acorns’ business, operating results and financial condition. For example, there has been growing regulatory attention on the use of certain digital engagement practices (“DEPs”) by broker-dealers and investment advisers, which could lead to new regulatory requirements on DEPs. While Acorns deploys certain DEPs, these DEPs are not game-like features currently designed to incentivize investors to trade more often but, rather, to encourage positive savings and investing behavior for the long-term. Examples of this include interactive visualization tools to help subscribers understand the impact of their relative investment and deposit decisions, financial education, a cash forward reward program to earn bonus investments, recognition for subscribers achieving investment milestones and a complementary sweepstakes program. Regulatory restrictions on DEPs that do not differentiate between DEPs that appear to be the focus of current regulatory attention and those deployed by Acorns could adversely impact its ability to use DEPs or result in additional regulatory obligations for Acorns when using them. If Acorns fails to satisfy these regulatory requirements, it could be subject to regulatory fines and civil penalties. Any of the foregoing may result in a material adverse effect on Acorns business, financial condition, and results of operations.
 
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For more information, please see the section of this proxy statement/prospectus entitled “Risk factors — Regulatory, Tax and Legal Risks — Our business is subject to an extensive, complex, overlapping and constantly changing regulatory landscape, and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, operating results and financial condition” and “Risk factors — Regulatory, Tax and Legal Risks — Possible regulatory restrictions on DEPs could adversely impact our business.”
Q: How will the Combined Company be managed following the business combination?
A: Following the Closing, it is expected that the current management of Acorns will become the management of New Acorns, and the New Acorns Board will consist of seven (7) directors. Pursuant to the Business Combination Agreement, the New Acorns Board will consist of  (i) one (1) individual designated by Acorns from a list of individuals agreed upon by Pioneer and Acorns, and (ii) six (6) individuals designated by Acorns in consultation with Pioneer. Please see the section entitled “Management of the Combined Company” for further information.
Q: What are the PIPE Convertible Notes?
A: Prior to the execution of the Business Combination Agreement, affiliates of Declaration and Senator entered into the PIPE Convertible Notes Agreement with Acorns, pursuant to which Acorns issued to Declaration and Senator convertible notes in an aggregate principal amount of $55 million. Pursuant to the terms of the PIPE Convertible Notes Agreement, any PIPE Convertible Notes that are outstanding as of immediately prior to the Closing will convert into a number of shares of New Acorns Common Stock at the Closing equal to the outstanding principal amount due in respect of such PIPE Convertibles Notes plus any accrued and unpaid interest thereunder in accordance with the terms thereof, in each case as of the Closing, divided by $10.
Q: What is the PIPE Financing?
A: In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Pioneer entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Pioneer has agreed to issue and sell to the PIPE Investors, an aggregate of 16,500,000 shares of New Acorns Common Stock at a price of  $10.00 per share, for aggregate gross proceeds of  $165 million. Falcon Edge, an affiliate of the Sponsor, is the investment manager of Alpha Wave. The Alpha Wave PIPE Investor will fund $7.5 million in the PIPE Financing. The shares of New Acorns Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pioneer will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.
Q: What equity stake will current Pioneer shareholders and current equityholders of Acorns hold in New Acorns immediately after the consummation of the Business Combination?
A: As of the date of this proxy statement/consent solicitation statement/prospectus, there are (i) 40,250,000 Class A ordinary shares outstanding and (ii) 10,062,500 Class B ordinary shares outstanding held by Pioneer’s initial shareholders. As of the date of this proxy statement/consent solicitation statement/prospectus, there are 6,700,000 private placement warrants outstanding held by Sponsor (3,350,000 of such warrants to be forfeited by the Sponsor immediately prior to the Closing pursuant to the Sponsor Warrant Forfeiture Agreement) and 13,416,625 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Acorns Common Stock. Therefore, as of the date of this proxy statement/consent solicitation statement/prospectus (without giving effect to the Business Combination and assuming that none of Pioneer’s outstanding public shares are redeemed in connection with the Business Combination), Pioneer’s fully-diluted
 
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share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 67,079,125 ordinary shares.
The following table illustrates varying ownership levels in New Acorns Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 150,000,000 shares of New Acorns Common Stock are issued to the holders of shares of Acorns Common Stock at Closing (including the holders of Acorns options and Acorns warrants and the holders of Acorns Preferred Stock and Acorns convertible notes that will convert to shares of Acorns Common Stock pursuant to their terms prior to completion of the Business Combination); (ii) 16,500,000 shares of New Acorns Common Stock are issued in the PIPE Financing; (iii) 5,740,254 shares of New Acorns Common Stock are issued to the holders of the PIPE Convertible Notes, (iv) no public warrants or private placement warrants to purchase New Acorns Common Stock that will be outstanding immediately following Closing have been exercised; (v) no vested and unvested options to purchase shares of New Acorns Common Stock that will be held by equity holders of Acorns immediately following the Closing have been exercised; and (vi) Acorns warrants will terminate pursuant to the terms of the Business Combination Agreement and holders of such warrants shall receive new warrants that are exercisable for shares of New Acorns Common Stock (in an amount and at an exercise prices pursuant to the terms set forth in the Business Combination Agreement). If the actual facts are different than these assumptions, the ownership percentages in New Acorns will be different.
The table below has been prepared using the assumptions below with respect to the potential redemption into cash of Pioneer’s common stock:

Assuming No Redemptions:   This scenario assumes that no public shareholders of Pioneer exercise redemption rights with respect to their public shares for a pro rata share of the funds in Pioneer’s trust account.

Assuming Maximum Redemptions:   This scenario assumes that the maximum number of Pioneer Class A Shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation are sufficient to satisfy the Closing Aggregate Cash Amount of  $340.0 million (which shall include $55 million from the PIPE Convertible Notes) as defined within the Business Combination Agreement. Under this scenario, approximately 28,290,100 Pioneer Class A Shares may be redeemed and still enable Pioneer to have sufficient cash to satisfy the cash closing conditions in the BCA. Under the terms of the BCA, the consummation of the Business Combination is conditioned upon Pioneer delivering to Acorns evidence that, immediately prior to the closing of the Business Combination (and following any redemptions of Public Shares), Pioneer will have net tangible assets of at least $5.0 million upon consummation of the Business Combination. Further, the BCA provides that Acorns is not required to consummate the Transactions if the Closing Aggregate Cash Amount as defined within the Business Combination Agreement is less than $340.0 million (which shall include $55 million from the PIPE Convertible Notes).
The existing Acorns stakeholders (other than the holders of PIPE Convertible Notes) will hold 140,835,687 of the public shares immediately after the Business Combination, which approximates a 66.0% ownership level on a fully diluted basis, assuming no redemptions and cash payments made to Acorns existing shareholders under the cash election clause of  $91.6 million. Assuming maximum redemptions and no cash payments to existing Acorns shareholders (other than the holders of PIPE Convertible Notes) under the cash election clause, the existing Acorns stakeholders will hold 150,000,000 of the public shares immediately after the Business Combination, which
 
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approximates a 77.1% ownership level. The following summarizes the pro forma common stock outstanding under the two scenarios (excluding the potential dilutive effect of warrants):
No Redemption
Maximum Redemption
Shares
Fully
Diluted
%
Shares
Fully
Diluted
%
Shareholders
Former Acorns shareholders and preferred shareholders(2)(3)
140,835,687 66.0% 150,000,000 77.1%
Sponsor
10,062,500 4.7% 10,062,500 5.2%
PIPE shareholders
16,500,000 7.7% 16,500,000 8.5%
PIPE convertible notes(1)
5,740,254 2.7% 5,740,254 3.0%
Pioneer public shareholders
40,250,000 18.9% 11,959,900 6.2%
Total shares of common stock outstanding at closing of the Transaction
213,388,441 100.0% 194,262,654 100.0%
(1)
Convertible notes funded to Acorns in 2021 carrying 10% PIK interest with aggregate principal amount of  $55 million are converted at the same price and on the same terms offered to the PIPE Investors.
(2)
Each holder of Acorns common stock, on an if-converted basis, may elect to receive the equivalent per share value of the merger consideration in cash rather than in shares for up to ten percent (10%) of the respective holder’s common stock ownership in Acorns prior to the closing of the merger, subject to adjustment by Acorns and subject to available cash at closing. The no redemption and maximum redemption scenarios assume cash payments made to Acorns existing shareholders under the cash election clause of  $91.6 million and $0, respectively. This estimate was calculated using the midpoint between $400 million and $500 million for the Company Designated Balance Sheet Amount as described within the Business Combination Agreement. The scenarios also assume that all shares of common stock underlying Acorns options, warrants and RSUs are issued and outstanding as of immediately prior to the Closing.
(3)
The amount of cash that will be available to pay to Acorns’ shareholders who elect to receive a portion of their merger consideration in cash: (a) cash remaining in the Trust Account (after giving effect to redemptions) plus cash raised in the PIPE Financing, minus (b) any unpaid Pioneer expenses and unpaid Company expenses, minus (c) an amount, which will be between $400 million and $500 million, to be designated by Acorns no later than 5 business days prior to closing and we made an assumption of  $450 million for the purpose of this analysis. If the resulting number is negative, no cash will be available for secondary liquidity. Regardless of the amount of cash available, no shareholder may receive cash consideration with respect to more than 10% of their Acorns shares.
See the section entitled “Summary of the Proxy Statement/Consent Solicitation Statement/​Prospectus — Structure of the Business Combination” for additional information regarding the pre- and post- business combination organizational structure.
Q: Why is Pioneer proposing the Domestication?
A: Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders. The board of directors believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of Pioneer and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the
 
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foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”
To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.
The approval of the Domestication Proposal and the Charter Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued ordinary shares that are present in person or represented by proxy, and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.
Q: What amendments will be made to the current constitutional documents of Pioneer?
A: The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Pioneer’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace Pioneer’s Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:
Existing Governing Documents
Proposed Governing Documents
Authorized Shares (Governing Documents Proposal A) The authorized share capital under the Existing Governing Documents is 500,000,000 Class A ordinary shares of par value $0.0001 per share, 50,000,000 Class B ordinary shares of par value $0.0001 per share and 5,000,000 preference shares of par value $0.0001 per share. The Proposed Governing Documents will authorize 321,700,000 shares of New Acorns Common Stock par value $0.0001 per share and 100,000 shares of New Acorns Preferred Stock par value $0.0001 per share.
See paragraph 5 of the Memorandum of Association. See Article IV of the Proposed Certificate of Incorporation.
Authorize the Board of Directors to Issue Preferred Stock Without Shareholder Consent (Governing Documents Proposal B)
The Existing Governing Documents authorize the issuance of 5,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, The Proposed Governing Documents authorize the board of directors to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the board of directors may determine.
 
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Existing Governing Documents
Proposed Governing Documents
redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares.
See paragraph 5 of the Memorandum of Association and Article 3 of the Articles of Association. See Article IV subsection A of the Proposed Certificate of Incorporation
Shareholder/Shareholder Written Consent In Lieu of a Meeting (Governing Documents Proposal C)
The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution. The Proposed Governing Documents allow shareholders to vote in person or by proxy at a meeting of shareholders, but prohibit the ability of shareholders to act by written consent in lieu of a meeting.
See Articles I of our Articles of Association. See Article II subsection 2.04 of the Proposed Bylaws and Article VII subsection (C) of the Proposed Certificate of Incorporation.
Corporate Name (Governing Documents Proposal D) The Existing Governing Documents provide the name of the company is “Pioneer Merger Corp.” The Proposed Governing Documents will provide that the name of the corporation will be “Acorns Holdings, Inc.”
See paragraph 1 of our Memorandum of Association See Article I of the Proposed Certificate of Incorporation.
Perpetual Existence (Governing Documents Proposal D) The Existing Governing Documents provide that if Pioneer does not consummate a business combination (as defined in the Existing Governing Documents) by January 12, 2023 (twenty-four months after the closing of Pioneer’s initial public offering), Pioneer will cease all operations except for the purposes of winding up and will redeem the shares issued in Pioneer’s initial public offering and liquidate its trust account. The Proposed Governing Documents do not include any provisions relating to New Acorns’ ongoing existence; the default under the DGCL will make New Acorns’ existence perpetual.
See Article 49 subsection 49.7 of our Articles of Association. This is the default rule under the DGCL
Exclusive Forum (Governing Documents Proposal D) The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation The Proposed Governing Documents adopt (A) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the
 
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Existing Governing Documents
Proposed Governing Documents
federal district court of the State of Delaware) as the exclusive forum for certain shareholder litigation and (B) the U.S. federal district courts as the exclusive forum for causes of action arising under the Securities Act.
See Article XI of the Proposed Certificate of Incorporation.
Provisions Related to Status as Blank Check Company (Governing Documents Proposal D)
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time.
See Article 49 of our Articles of Association.
Q: How will the Domestication affect my ordinary shares, warrants and units?
A: In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of Pioneer will convert automatically by operation of law, on a one-for-one basis, into shares of New Acorns Common Stock; (ii) each issued and outstanding warrant to purchase Class A ordinary shares of Pioneer will automatically represent the right to purchase one share of New Acorns Common Stock at an exercise price of  $11.50 per share of New Acorns Common Stock on the terms and conditions set forth in the Warrant Agreement; and (iii) each issued and outstanding unit of Pioneer that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of New Acorns Common Stock and the number of whole warrants issuable upon separation (rounded down to the nearest whole number). See “Domestication Proposal.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) any PIPE Convertible Notes that are outstanding as of immediately prior to the Closing and following the Domestication will convert into a number of shares of New Acorns Common Stock at the Closing equal to the outstanding principal amount due in respect of such convertibles notes plus any accrued and unpaid interest thereunder, divided by $10 and (ii) at the Effective Time, (a) outstanding Acorns Common Stock (after giving effect to (x) the conversion of Acorns Preferred Stock and Acorns convertible notes to Acorns Common Stock and (y) the cash consideration which may be paid to Acorns shareholders if a cash election has been made), Acorns RSUs and Acorns options (vested and unvested) will be exchanged for shares of New Acorns Common Stock or comparable RSUs and options that are exercisable for shares of New Acorns Common Stock, as applicable, and (b) outstanding Acorns warrants not terminated pursuant to their terms will be exchanged for comparable warrants that are exercisable for shares of New Acorns Common Stock based on the number of shares of New Acorns Common Stock such holder would have received if it had exercised such warrant immediately prior to the Effective Time of the Merger, in the case of each of the foregoing clauses (a) and (b), based on the Acorns Equity Value plus the aggregate exercise price of all Acorns options and Acorns warrants.
 
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Q: What are the U.S. federal income tax consequences of the Domestication?
A: As discussed more fully under the section entitled “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders” below, the Domestication generally should constitute a reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as Pioneer, this result is not entirely clear. In the case of a transaction, such as the Domestication, that should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of Pioneer public shares will be subject to Section 367(b) of the Code and, as a result:

a U.S. Holder of Pioneer public shares whose Pioneer public shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Pioneer public shares entitled to vote and less than 10% of the total value of all classes of Pioneer public shares, will generally not recognize any gain or loss and will generally not be required to include any part of Pioneer’s earnings in income pursuant to the Domestication;

a U.S. Holder of Pioneer public shares whose Pioneer public shares have a fair market value of  $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Pioneer public shares entitled to vote and less than 10% of the total value of all classes of Pioneer public shares will generally recognize gain (but not loss) on the exchange of Pioneer public shares for shares in Acorns (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, any such U.S. Holder may file an election to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to such holder’s Pioneer public shares, provided certain other requirements are satisfied. Pioneer does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

a U.S. Holder of Pioneer public shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Pioneer public shares entitled to vote or 10% or more of the total value of all classes of Pioneer public shares will generally be required to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Pioneer public shares, provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Pioneer does not expect to have significant cumulative earnings and profits on the date of the Domestication.

If Pioneer were to be treated as a “passive foreign investment company” ​(“PFIC”) for U.S. federal income tax purposes, certain U.S. Holders may be subject to adverse tax consequences as a result of the Domestication. Pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if  (i) no predecessor of the corporation was a PFIC; (ii) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (iii) the corporation is not in fact a PFIC for either of those two years. Provided the Domestication and Business Combination are completed in 2021, Pioneer believes, although subject to uncertainty, that Pioneer’s 2021 taxable year may be the start-up year and that Pioneer may not be treated as a PFIC for 2021. The application of the start-up exception will depend, in part, on whether the Domestication and Business Combination is consummated in 2021 and whether Pioneer will not be treated as a PFIC for the two taxable years following the Domestication. In addition, the application of the start-up exception to the present transaction involves the application of complicated rules with respect to which there is no clear authority. Accordingly, there can be no assurance with respect to Pioneer’s status as a PFIC for 2021. All holders are urged to consult their tax advisors concerning the application of the PFIC rules
 
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to such securities under such holder’s particular circumstances, including the potential to make a “qualified electing fund” election or a protective “qualified electing fund election.” The requirement to qualify for the start-up exception and the potential application of the PFIC rules to the Domestication are discussed more fully under “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders − U.S. Holders − PFIC Considerations.”
For a description of the tax consequences for shareholders exercising redemption rights in connection with the Business Combination, see the sections entitled “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights” and “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights.”
Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s Acorns Common Stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, including with respect to public warrants, see “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders.”
Q: Do I have redemption rights?
A: If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/consent solicitation statement/prospectus. Public shareholders (other than those who have agreed not to do so by executing a Sponsor Support Agreement) may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The initial shareholders have agreed to waive their redemption rights with respect to all of their ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
Q: How do I exercise my redemption rights?
A: In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, Pioneer’s public shareholders (other than those who have agreed not to do so by executing a Sponsor Support Agreement) may request that Pioneer redeem all or a portion of such
 
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public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental, Pioneer’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
(iii)
deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
The address of Continental, Pioneer’s transfer agent, is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of October 26, 2021, this would have amounted to approximately $9.96 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public shares, may not be withdrawn once submitted to Pioneer unless the Board of Directors of Pioneer determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole of in part).
Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s share certificate (if any) and other redemption forms have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.
If a holder of public shares properly makes a request for redemption and the share certificates for the public shares (if any) along with the redemption forms are delivered as described above,
 
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then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of New Acorns Common Stock that will be redeemed immediately after consummation of the Business Combination.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
Q: If I am a holder of units, can I exercise redemption rights with respect to my units?
A: No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, our transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and delivered to Continental, our transfer agent, by 5:00 p.m., Eastern Time,            , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
Q: What are the U.S. federal income tax consequences of exercising my redemption rights?
We expect that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders — U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its shares of Acorns Common Stock will generally be treated as selling such shares of Acorns Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of Acorns Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders.
Additionally, because the Domestication will occur immediately prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will take into account the potential tax consequences of Section 367(b) of the Code. If we do not qualify for the start-up exception to the PFIC rules (e.g., in the unlikely event that the Domestication is not completed in 2021), U.S. Holders exercising redemption rights would also be subject to the potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders — U.S. Holders.” All holders of our public shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.
Q: What happens to the funds deposited in the trust account after consummation of the Business Combination?
A: Following the closing of our initial public offering, an amount equal to $402,500,000 ($10.00 per unit) of the net proceeds from our initial public offering and the sale of the private placement warrants was placed in the trust account. As of June 4, 2021, funds in the trust account totaled approximately $402,515,330.10 and were held in U.S. treasury securities. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or
 
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(ii) the redemption of all of the public shares if we are unable to complete a business combination by January 12, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.
If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of New Acorns, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital.
Q: What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A: Our public shareholders are not required to vote “AGAINST” the Business Combination in order to exercise their redemption rights, although redemption is only available if the Business Combination is consummated. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders. In addition, in no event will we redeem public shares in an amount that would cause New Acorns’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing and all of the Pioneer shareholder redemptions.
Additionally, as a result of redemptions, the trading market for the New Acorns Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the Nasdaq or another national securities exchange.
Q: What conditions must be satisfied to complete the Business Combination?
A: The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iii) Pioneer having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the Pioneer shareholder redemptions; (iv) the Closing Aggregate Cash Amount Condition; (v) the approval by the Nasdaq of our initial listing application in connection with the Business Combination; (vi) the approval of the Business Combination Agreement, the ancillary documents to the Business Combination Agreement to which Acorns will be a party and the transactions contemplated by each of the foregoing agreements (including the Merger) being obtained by the common and preferred shareholders of Acorns, (vii) the conversion of Acorns convertible notes and Acorns Preferred Stock into Acorns common stock, (viii) the consummation of the Domestication, and (ix) the approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”) granting approval of the FINRA Application. For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”
Q: When do you expect the Business Combination to be completed?
A: It is currently expected that the Business Combination will be consummated in the second half of 2021. This date depends, among other things, on the approval of the FINRA Application by FINRA and of the proposals to be put to Pioneer shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to
 
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approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to Pioneer shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Pioneer ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from Pioneer shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if Pioneer shareholders redeem an amount of public shares such that the Closing Aggregate Cash Amount Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal-Conditions to Closing of the Business Combination.”
Q: What happens if the Business Combination is not consummated?
A: Pioneer will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If Pioneer is not able to consummate the Business Combination with Acorns nor able to complete another business combination by January 12, 2023, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.
Q: Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
A: Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Q: What do I need to do now?
A: We urge you to read this proxy statement/consent solicitation statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.
Q: How do I vote?
A: If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on October 26, 2021, the record date for the extraordinary general meeting, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date does not apply to Pioneer shareholders that hold their shares in registered form and are registered as shareholders in Pioneer’s register of members. All holders of shares in registered form on the day of the extraordinary general meeting are entitled to vote at the extraordinary general meeting.
 
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Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A: No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/consent solicitation statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.
Q: When and where will the extraordinary general meeting be held?
A: The extraordinary general meeting will be held at 9:00 a.m., Eastern Time, on            , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50 Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of our precautions regarding COVID-19, we are planning for the extraordinary general meeting to also be held virtually over the internet. Only shareholders who held ordinary shares of Pioneer at the close of business on the Record Date will be entitled to vote at the extraordinary general meeting.
Q: Who is entitled to vote at the extraordinary general meeting?
A: We have fixed October 26, 2021 as the record date for the extraordinary general meeting. If you were a shareholder of Pioneer at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.
Q: How many votes do I have?
A: Pioneer shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 50,312,500 ordinary shares issued and outstanding, of which 40,250,000 were issued and outstanding public shares.
Q: What constitutes a quorum?
A: A quorum of Pioneer shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 25,156,251 ordinary shares would be required to achieve a quorum.
Q: What vote is required to approve each proposal at the extraordinary general meeting?
A: The following votes are required for each proposal at the extraordinary general meeting:
(i)
Business Combination Proposal: The Business Combination Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(ii)
Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a
 
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two-thirds (2/3) majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iii)
Charter Proposal: The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued ordinary shares present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iv)
Pioneer Governing Documents Proposals: Each of the Pioneer Governing Documents Proposals will be voted upon on a non-binding advisory basis only.
(v)
The Nasdaq Proposal: The Nasdaq Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(vi)
The Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.
(vii)
Long-Term Incentive Award Plan Proposal: The Long-Term Incentive Award Plan Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(viii)
Employee Stock Purchase Plan Proposal: The Employee Stock Purchase Plan Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(ix)
Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
As of the record date, Pioneer had 50,312,500 ordinary shares issued and outstanding. Pioneer shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. 14,512,500 ordinary shares are subject to the Sponsor Support Agreements, pursuant to which certain holders of Pioneer’s Class A ordinary shares agreed to vote all of their shares in favor of the Business Combination. 35,800,000 ordinary shares are not subject to the Sponsor Support Agreements. For additional information regarding the Sponsor Support Agreements, see “Business Combination Proposal — Related Agreements — Pioneer Sponsor Support Agreements.”
Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 25,156,251 shares, of which 10,643,751 shares are not subject to the Sponsor Support Agreements, will need to be voted in favor of each of the Business Combination Proposal, Governing Documents Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal in order to approve each of the Business Combination Proposal, Governing Documents Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal.
Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 33,541,667 shares, of which 19,029,167 shares are not subject to the Sponsor Support Agreements, will need to be voted in favor of the Domestication Proposal and the Charter Proposal in order to approve the Domestication Proposal and the Charter Proposal.
 
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Q: Why is Pioneer proposing the Pioneer Governing Documents Proposals?
A: Pioneer is requesting that its shareholders vote upon, on a non-binding advisory basis, proposals to approve certain governance provisions contained in the Proposed Certificate of Incorporation that materially affect shareholder rights. This separate vote is not required by Cayman Islands law separate and apart from the Charter Proposal, but pursuant to SEC guidance, Pioneer is required to submit these provisions to its shareholders separately for approval. However, the shareholder vote regarding this proposal is an advisory vote, and is not binding on Pioneer and the Pioneer Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Pioneer Governing Documents Proposals (separate and apart from approval of the Charter Proposal). Please see the section entitled “Proposal No. 4 — Pioneer Governing Documents Proposals” for additional information.
Q: What are the recommendations of the Pioneer Board?
A: The Pioneer Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Pioneer and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Pioneer Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Long-Term Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of Pioneer’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Pioneer and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Pioneer’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Pioneer’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q: How do Sponsor and the other initial shareholders intend to vote their shares?
A: Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders have agreed to vote all their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/consent solicitation statement/prospectus, our initial shareholders own approximately 28.84% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our initial shareholders, Acorns and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, Acorns and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) each of the Domestication Proposal
 
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and the Charter Proposal is approved by the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, (ii) each of the Business Combination Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal is approved by the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, (iii) otherwise limit the number of public shares electing to redeem and (iv) New Acorns’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the Pioneer shareholder redemptions.
Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.
Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Q: What happens if I sell my Pioneer ordinary shares before the extraordinary general meeting?
A: The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.
Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. Shareholders may send a later-dated, signed proxy card to our general counsel at our address set forth below so that it is received by our general counsel prior to the vote at the extraordinary general meeting (which is scheduled to take place on            , 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our general counsel, which must be received by our general counsel prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q: What happens if I fail to take any action with respect to the extraordinary general meeting?
A: If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder and/or warrant holder of New Acorns. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Pioneer. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.
 
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Q: What should I do if I receive more than one set of voting materials?
A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
Q: Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
A: Pioneer will pay the cost of soliciting proxies for the extraordinary general meeting. Pioneer has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. Pioneer has agreed to pay Morrow a fee of  $37,500, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Pioneer will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Pioneer’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q: Where can I find the voting results of the extraordinary general meeting?
A: The preliminary voting results will be announced at the extraordinary general meeting. Pioneer will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.
Q: Who can help answer my questions?
A: If you have questions about the Business Combination or if you need additional copies of the proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact:
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: PACX@investor.morrowsodali.com
You also may obtain additional information about Pioneer from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Pioneer’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the Condition Precedent Proposals to be considered at the Extraordinary General Meeting, you should read this entire proxy statement/consent solicitation statement/prospectus carefully, including the attached annexes. See also the section entitled “Where You Can Find More Information.
Parties to the Business Combination
Pioneer Merger Corp.
Pioneer is a blank check company incorporated as a Cayman Islands exempted company in October 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
The Pioneer Class A Shares and Pioneer Warrants are currently listed on Nasdaq under the symbols “PACX” and “PACXW,” respectively. Certain Pioneer Class A Shares and Pioneer Warrants currently trade as units consisting of one Pioneer Class A Share and one-third of one Pioneer Warrant, and are listed on Nasdaq under the symbol “PACXU.” The units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, the shares of New Acorns Common Stock and New Acorns Warrants received in exchange for the Pioneer Class A Shares and Pioneer Warrants will be listed on Nasdaq under the symbols “OAKS” and “OAKW,” respectively.
Pioneer’s principal executive offices are located at 660 Madison Avenue, 19th Floor, New York, NY 10065 and its phone number is (212) 803-9080.
Acorns Grow Incorporated
Acorns Grow Incorporated (“Acorns”) is a financial technology and financial services company based in Irvine, California that specializes in micro-investing and robo-investing. Acorns is building a financial wellness system so that individuals and families can responsibly manage and grow their money.
The mailing address of Acorns’ principal executive office is 5300 California Avenue, Irvine, CA 92617, and its telephone number is 855-739-2859.
Pioneer SPAC Merger Sub Inc.
Pioneer Merger Sub is a Delaware corporation and wholly-owned subsidiary of Pioneer formed for the purpose of effecting the Business Combination. Pioneer Merger Sub owns no material assets and does not operate any business. In the Business Combination, Pioneer Merger Sub will merge with and into Acorns, with Acorns continuing as the surviving entity.
Pioneer Merger Sub’s principal executive office is located at 660 Madison Avenue, 19th Floor, New York, NY 10065.
 
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Structure of the Business Combination
The following diagram illustrates the ownership of Pioneer, as of the date of this proxy statement/​consent solicitation statement/prospectus.
[MISSING IMAGE: tm2116619d9-fc_pioneerbw.jpg]
The following diagram illustrates the ownership of Acorns, as of the date of this proxy statement/consent solicitation statement/prospectus.
[MISSING IMAGE: tm2116619d9-fc_acornbw.jpg]
 
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The following diagram illustrates the ownership of New Acorns after the Closing of the Business Combination and assumes that no public shareholders of Pioneer exercise redemption rights with respect to their public shares for a pro rata share of the funds in Pioneer’s trust account.
[MISSING IMAGE: tm2116619d9-fc_ownerbw.jpg]
(1)
Holders of shares of Acorns Common Stock after giving effect to the conversion of Acorns Preferred Stock and Acorns convertible notes to Acorns Common Stock based on the implied fully-diluted equity value of Acorns of  $1.5 billion plus the aggregate exercise price of all Acorns options and Acorns warrants.
(2)
Convertible notes funded to Acorns in 2021 carrying 10% PIK interest with aggregate principal amount of  $55 million are converted at the same price and on the same terms offered to the PIPE Investors.
The following diagram illustrates the ownership of New Acorns after the Closing of the Business Combination and assumes that the maximum number of Pioneer Class A Shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation are sufficient to satisfy the Closing Aggregate Cash Amount of  $340.0 million (which shall include $55 million from the PIPE Convertible Notes). Under this scenario, approximately 28,290,100 Pioneer Class A Shares may be redeemed and still enable Pioneer to have sufficient cash to satisfy the cash closing conditions in the Business Combination Agreement. Under the terms of the Business Combination Agreement, the consummation of the Business Combination is conditioned upon Pioneer delivering to Acorns evidence that, immediately prior to the Closing of the Business Combination (and following any redemptions of Public Shares), Pioneer will have net tangible assets of at least $5.0 million upon consummation of the Business Combination. Further, the Business Combination Agreement provides that Acorns is not required to consummate the transactions contemplated thereby if the Closing Aggregate Cash Amount is less than $340.0 million (which shall include $55 million from the PIPE Convertible Notes).
 
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[MISSING IMAGE: tm2116619d9-fc_publicbw.jpg]
(1)
Holders of shares of Acorns Common Stock after giving effect to the conversion of Acorns Preferred Stock and Acorns convertible notes to Acorns Common Stock based on the implied fully-diluted equity value of Acorns of  $1.5 billion plus the aggregate exercise price of all Acorns options and Acorns warrants.
(2)
Convertible notes funded to Acorns in 2021 carrying 10% PIK interest with aggregate principal amount of  $55 million are converted at the same price and on the same terms offered to the PIPE Investors.
Consideration to Acorns Equityholders in the Business Combination
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) outstanding Acorns Common Stock (including Acorns Common Stock issuable upon conversion of Acorns Preferred Stock and Acorns convertible notes), with respect to which an election to receive cash has been effectively made, up to the Maximum Permitted Cash Election Shares, will be exchanged for cash equal to the Equity Value Per Share, (ii) outstanding Acorns Common Stock (including Acorns Common Stock issuable upon conversion of Acorns Preferred Stock and Acorns convertible notes), with respect to which an election to receive New Acorns Common Stock has been effectively made and has not been revoked or no election to receive New Acorns Common Stock or cash has been made, will be exchanged for shares of New Acorns Common Stock equal to the Equity Value Per Share divided by $10.00, and (iii) all Acorns options (vested and unvested), Acorns warrants and Acorns RSUs will be exchanged for options, warrants and RSUs that are exercisable for shares of New Acorns Common Stock, with such adjustments to the number of shares and exercise prices, as applicable, determined based on the Acorns Equity Value plus the aggregate exercise price of all Acorns options and Acorns warrants.
For further details, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Business Combination Consideration.”
Conditions to the Closing of the Business Combination
The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iii) Pioneer having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of
 
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the Pioneer shareholder redemptions; (iv) the Closing Aggregate Cash Amount Condition; (v) the approval by Nasdaq of our initial listing application in connection with the Business Combination; (vi) the approval of the Business Combination Agreement, the ancillary documents to the Business Combination Agreement to which Acorns will be a party and the transactions contemplated by each of the foregoing agreements (including the Merger) being obtained by the common and preferred shareholders of Acorns and (vii) the conversion of Acorns preferred shares into common stock, and (viii) the consummation of the Domestication.
For further details, see “Proposal No. 1 — Business Combination Proposal — Conditions to Closing of the Business Combination.”
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The form of Subscription Agreement, the Registration Rights Agreement, the Shareholders’ Agreement, the Sponsor Support Agreements, the form of Sponsor Lock-Up Agreement, the Company Support Agreement, the form of Company Lock-Up Agreement and the Sponsor Warrant Forfeiture Agreement are attached hereto as Annex I, Annex J, Annex G, Annex E, Annex N, Annex K, Annex F and Annex H, respectively. You are urged to read such agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.
Subscription Agreements
In connection with and substantially concurrent with the execution of the Business Combination Agreement, Pioneer entered into the Subscription Agreements with each of the PIPE Investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Pioneer has agreed to issue and sell to the PIPE Investors, an aggregate of 16,500,000 shares of New Acorns Common Stock at a price of  $10.00 per share, for aggregate gross proceeds of  $165,000,000, which we refer to as the “PIPE Financing”. Alpha Wave will fund $7,500,000 in the PIPE Financing. The shares of New Acorns Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Pioneer will grant the investors in the PIPE Financing certain customary registration rights and indemnification, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Subscription Agreements.”
Registration Rights Agreement
Concurrently with the execution of the Business Combination Agreement, Pioneer, Sponsor, Alpha Wave Ventures, LP, certain stockholders of Acorns, Todd Davis, Mitchell Caplan and Oscar Salazar, entered into the Registration Rights Agreement relating to, among other things, certain customary registration rights, including demand and piggy-back rights, which will become effective upon Closing, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Registration Rights Agreement.”
Pioneer Shareholders’ Agreement
Concurrently with the execution of the Business Combination Agreement, Pioneer, Sponsor and Acorns entered into a shareholders’ agreements (the “Shareholders’ Agreement”) pursuant to which the parties thereto agreed, among other things, following the Effective Time and until the occurrence of the first date following the Closing on which the Sponsor Investors (as defined therein) beneficially own, in the aggregate, a number of Pioneer Common Stock less than 50% of the number of shares of Pioneer Common Stock beneficially owned by the Sponsor Investors immediately following the Closing (as adjusted for any stock splits, stock dividends, reorganizations, recapitalizations and the like), Acorns will nominate one director to the board of directors of
 
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Pioneer from a list of individuals mutually agreed to by the Sponsor and Acorns as set forth in the Business Combination Agreement, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Shareholders’ Agreement.”
Sponsor Support Agreements
Concurrently with the execution of the Business Combination Agreement, Pioneer, the Sponsor, certain directors and executive officers of Pioneer (the “Supporting Directors and Officers”) and Alpha Wave Ventures, LP (together with the Sponsor and the Supporting Directors and Officers, the “Supporting Sponsor Shareholders”) entered into support agreements (the “Sponsor Support Agreements”), pursuant to which each of the Supporting Sponsor Shareholders, as a holder of Class A and/or Class B ordinary shares has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger), (ii) waive any adjustment to the conversion ratio set forth in the governing documents of Pioneer or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, and (iv) to the extent the Supporting Sponsor Shareholder may be required to do so pursuant to the Loyalty Program, contribute certain shares of such shareholder’s Pioneer Common Stock to Pioneer for use in the Loyalty Program, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreements, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Support Agreements.”
Sponsor Lock-Up Agreements
Concurrently with the execution of the Business Combination Agreement, Pioneer, Acorns, and the Supporting Sponsor Shareholders entered into lock-up agreements (the “Sponsor Lock-Up Agreements”), pursuant to which each of the Supporting Sponsor Shareholders, as a holder of Restricted Securities (as defined therein) has agreed to, among other things, to be subject to a lock-up period which will last from the Closing until the earlier of   (i) the 12 month anniversary of the Closing, (ii) the date after the Closing on which Pioneer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pioneer’s shareholders having the right to exchange their Class A ordinary shares of Pioneer for cash securities, or other property, (iii) if after the Closing a third party makes a tender offer or similar transaction to all of Pioneer’s shareholders to acquire greater than 50% (which minimum condition will be non-waivable) of the outstanding shares of Pioneer Common Stock for cash, securities or other property (a “Third Party Tender”), the last day on which shares of Pioneer Common Stock may be tendered or otherwise committed in connection with such Third Party Tender, provided that, if such Third Party Tender is not completed, the Sponsor Lock-Up Period will be revived and continue in accordance with its terms, and (iv) the trading day, if any, on which the closing price of the Class A ordinary shares of Pioneer equals or exceeds $12.00 per share (as adjusted for share subdivisions, share recapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 consecutive trading days within a 30-trading day period commencing at least 150 days after the Closing Date (the “Sponsor Lock-Up Period”) in respect of their Restricted Securities. During the Sponsor Lock-Up Period, the holders of Restricted Securities may not transfer any Restricted Securities or engage in any short sales or other hedging or derivative transactions, subject to certain limited exceptions, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Lock-Up Agreement.”
Company Support Agreements
Concurrently with the execution of the Business Combination Agreement, Pioneer, Acorns, and certain shareholders of Acorns (the “Supporting Company Shareholders”) entered into support agreements (the “Company Support Agreements”), pursuant to which each of the Supporting Company Shareholders has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger), (ii) be bound by certain other covenants and agreements related to the Business Combination, and (iii) to the extent the Supporting Company Shareholder may be required to do so pursuant to the Loyalty
 
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Program, contribute certain shares of such shareholder’s Pioneer Common Stock to Pioneer for use in the Loyalty Program, in each case, on the terms and subject to the conditions set forth in the Company Support Agreements, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Company Support Agreements.”
Company Lock-Up Agreements
Concurrently with the execution of the Business Combination Agreement, Pioneer, Acorns, and the Supporting Company Shareholders entered into lock-up agreements (the “Company Lock-Up Agreements”), pursuant to which each of the Supporting Company Shareholders, as a holder of Restricted Securities (as defined therein) has agreed to, among other things, to be subject to a lock-up period which will last from the Closing until the earlier of   (i) the six month anniversary of the Closing, (ii) the date after the Closing on which Pioneer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pioneer’s shareholders having the right to exchange their Pioneer Common Stock for cash, securities or other property, (iii) if after the Closing a third party makes a Third Party Tender, the last day on which shares of Pioneer Common Stock may be tendered or otherwise committed in connection with such Third Party Tender, provided that, if such Third Party Tender is not completed, the Company Lock-Up Period will be revived and continue in accordance with its terms, and (iv) certain other events (the “Company Lock-Up Period”). During the Company Lock-Up Period, the holders of Restricted Securities may not transfer any Restricted Securities or engage in any short sales or other hedging or derivative transactions, subject to certain limited exceptions, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Company Lock-Up Agreements.”
Pioneer Sponsor Warrant Forfeiture Agreement
Concurrently with the execution of the Business Combination Agreement, Acorns, Pioneer and Pioneer Merger Sponsor LLC, a Cayman Islands exempted limited company (the “Sponsor”), entered into the Sponsor Warrant Forfeiture Agreement (the “Sponsor Warrant Forfeiture Agreement”), pursuant to which, the Sponsor has agreed to, among other things, (i) immediately prior to the Closing, forfeit for no consideration and automatically cancel 3,350,000 private placement warrants of Pioneer held by the Sponsor (the “Sponsor Forfeiture Warrants”), and (ii) prior to the Closing, not transfer, pledge, encumber or otherwise subject to any lien, or otherwise dispose of, any of the Sponsor Forfeiture Warrants. In addition, the Sponsor and Pioneer have agreed to execute and deliver to Continental or any successor Warrant Agent (as defined in the Warrant Agreement), written instructions to register the transfer and cancellation of the Sponsor Forfeiture Warrants, effective as of immediately prior to the Closing, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Pioneer Sponsor Warrant Forfeiture Agreement.”
Loyalty Program Framework (Acorns Customer Loyalty Share Program)
In order to reward Acorns customers for their loyalty to Acorns and its products, New Acorns intends to establish the Acorns Customer Loyalty Share Program (the “Loyalty Program“). The Loyalty Program would be adopted by the New Acorns Board of Directors following the closing of the Business Combination and implemented promptly after New Acorns receives any other approvals that may be necessary to implement the program. The specific terms and conditions have not yet been established, but it is anticipated that such terms and conditions will relate to, among other things, the opportunity for certain eligible Acorns customers (such eligibility criteria initially to be agreed to between Pioneer and Acorns and thereafter established in accordance with the to be agreed terms of the Loyalty Program) to elect to receive shares of New Acorns’ Common Stock to be deposited into their respective Acorns brokerage accounts, subject to eligibility and regulatory requirements, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Loyalty Program Framework (Acorns Customer Loyalty Share Program).”
Interests of Pioneer’s Directors and Executive Officers in the Business Combination
When you consider the recommendation of the Pioneer Board in favor of approval of the Business Combination Proposal, you should keep in mind that the initial shareholders, including
 
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Pioneer’s directors and executive officers, have interests in such proposal that are different from, or in addition to (which may conflict with), those of Pioneer shareholders and warrant holders generally.
These interests include, among other things, the interests listed below:

the fact that our initial shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

the fact that the Sponsor paid an aggregate of  $25,000 for the 10,062,500 Class B ordinary shares currently owned by the initial shareholders and such securities will have a significantly higher value at the time of the Business Combination;

the fact that the Sponsor paid $10,050,000 for its private placement of 6,700,000 private placement warrants to purchase Class A ordinary shares and such private placement warrants will expire worthless if an initial business combination is not consummated by January 12, 2023;

Navroz Udwadia of Pioneer, is expected to be a director of the Company after the consummation of the Business Combination. As such, in the future, he may receive cash fees, stock options, stock awards or other remuneration that the New Acorns Board determines to pay to its directors;

the fact that the initial shareholders and Pioneer’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Pioneer fails to complete an initial business combination by January 12, 2023;

the fact that the Registration Rights Agreement will be entered into by the initial shareholders;

the fact that Jonathan Christodoro is a holder of 12,500 shares of the Series A preferred stock of Acorns;

the fact that Alpha Wave has entered into a subscription agreement to purchase 750,000 shares in the PIPE Financing;

the fact that the Sponsor and Pioneer’s officers and directors will lose their entire investment in Pioneer and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by January 12, 2023;

the fact that if the trust account is liquidated, including in the event Pioneer is unable to complete an initial business combination by January 12, 2023, the Sponsor has agreed to indemnify Pioneer to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Pioneer has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Pioneer, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

following the completion of the Business Combination, the Sponsor, Pioneer’s officers and directors and their respective affiliates will be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and completing an initial business combination (which will be the Business Combination should it occur), and repayment of any other loans, if any, and on such terms as to be determined by Pioneer from time to time, made by the Sponsor or certain of Pioneer’s officers and directors to finance transaction costs in connection with an intended initial business combination (which will be the Business Combination should it occur). If Pioneer fails to complete a Business Combination within the required period, the Sponsor and Pioneer’s officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement; and

pursuant to the Registration Rights Agreement, the Sponsor and certain of Pioneer’s directors and officers will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New Acorns common stock and New Acorns warrants held by such parties.
 
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The initial shareholders have, pursuant to the Sponsor Support Agreements, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their redemption rights with respect to such ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/consent solicitation statement/prospectus, Pioneer’s initial shareholders own approximately 28.84% of the issued and outstanding ordinary shares. See “Related Agreements  —  Sponsor Support Agreements” in the accompanying proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreements.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our initial shareholders, Acorns and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, Acorns and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) each of the Domestication Proposal and the Charter Proposal is approved by the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, (ii) each of the Business Combination Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal is approved by the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, (iii) otherwise limit the number of public shares electing to redeem and (iv) New Acorns’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the Pioneer shareholder redemptions.
Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Reasons for Approval of the Business Combination
Pioneer’s board of directors considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, Pioneer’s board of directors,
 
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as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of Pioneer’s board of directors may have given different weight to different factors.
For a more complete description of Pioneer’s reasons for the approval of the Business Combination and the recommendation of Pioneer’s board of directors, see the section entitled “The Business Combination — The Pioneer Board’s Reasons for the Business Combination."
Redemption Rights
Pursuant to the Existing Governing Documents, a public shareholder may request of Pioneer that New Acorns redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental, Pioneer’s transfer agent, in which you (a) request that New Acorns redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
(iii)
deliver your public shares to Continental, Pioneer’s transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Pioneer’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders (other than those who have agreed not to do so by executing a Sponsor Support Agreement) may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Pioneer’s transfer agent, New Acorns will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of October 26, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and accordingly it is shares of New Acorns Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Pioneer — Redemption Rights” in this proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a
 
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“group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The initial shareholders have, pursuant to the Sponsor Support Agreements, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/consent solicitation statement/prospectus, the initial shareholders own approximately 28.84% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Pioneer Sponsor Support Agreements” in the accompanying proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreements.
Holders of the warrants will not have redemption rights with respect to the warrants.
Material U.S. Federal Income Tax Considerations
As discussed more fully under the section entitled “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders” below, the Domestication generally should constitute a reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as Pioneer, this result is not entirely clear. In the case of a transaction, such as the Domestication, that should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of Pioneer public shares will be subject to Section 367(b) of the Code and, as a result:

a U.S. Holder of Pioneer public shares whose Pioneer public shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Pioneer public shares entitled to vote and less than 10% of the total value of all classes of Pioneer public shares, will generally not recognize any gain or loss and will generally not be required to include any part of Pioneer’s earnings in income pursuant to the Domestication;

a U.S. Holder of Pioneer public shares whose Pioneer public shares have a fair market value of  $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Pioneer public shares entitled to vote and less than 10% of the total value of all classes of Pioneer public shares will generally recognize gain (but not loss) on the exchange of Pioneer public shares for shares in Acorns (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to such holder’s Pioneer public shares, provided certain other requirements are satisfied. Pioneer does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

a U.S. Holder of Pioneer public shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Pioneer public shares entitled to vote or 10% or more of the total value of all classes of Pioneer public shares will generally be required to include in income as a dividend the “all earnings and profits amount” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Pioneer public shares, provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from
 
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taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Pioneer does not expect to have significant cumulative earnings and profits on the date of the Domestication.
If Pioneer were to be treated as a PFIC for U.S. federal income tax purposes, certain U.S. Holders may be subject to adverse tax consequences as a result of the Domestication. Pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if  (i) no predecessor of the corporation was a PFIC; (ii) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (iii) the corporation is not in fact a PFIC for either of those two years. Provided the Domestication and Business Combination are completed in 2021, Pioneer believes, although subject to uncertainty, that Pioneer's 2021 taxable year may be the start-up year and that Pioneer may not be treated as a PFIC for 2021. The application of the start-up exception will depend, in part, on whether the Domestication and Business Combination is consummated in 2021 and whether Pioneer will not be treated as a PFIC for the two taxable years following the Domestication. In addition, the application of the start-up exception to the present transaction involves the application of complicated rules with respect to which there is no clear authority. Accordingly, there can be no assurance with respect to Pioneer's status as a PFIC for 2021. If we have been a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of Pioneer public shares or public warrants who or that is a “U.S. Holder” as that term is defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders,” such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements, including as a result of the Domestication. Our PFIC status for any taxable year will not be determinable until after the end of each taxable year. Upon written request, Pioneer will endeavor to provide to a U.S. Holder such information as the IRS may require, including a “PFIC Annual Information Statement,” in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to public warrants in all cases. All holders are urged to consult their tax advisors concerning the application of the PFIC rules to such securities under such holder's particular circumstances, including the potential to make a “qualified electing fund” election or a protective “qualified electing fund election.” The requirement to qualify for the start-up exception and the potential application of the PFIC rules to the Domestication are discussed more fully under “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders — U.S. Holders — PFIC Considerations.”
For a description of the tax consequences for shareholders exercising redemption rights in connection with the Business Combination, see the sections entitled “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights” and “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights.”
Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s Acorns Common Stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, including with respect to public warrants, see “Material U.S. Federal Income Tax Consequences of the Domestication to Pioneer Shareholders.”
Board of Directors of Acorns Following the Business Combination
Following the Closing, it is expected that the current management of Acorns will become the management of New Acorns, and the New Acorns Board will consist of seven (7) directors. Pursuant
 
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to the Business Combination Agreement, the New Acorns Board will consist of  (i) one (1) individual designated by Acorns from a list of individuals agreed upon by Pioneer and Acorns, and (ii) six (6) individuals designated by Acorns in consultation with Pioneer.
Please see the section entitled “Management of the Combined Company” for further information.
Expected Accounting Treatment
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Pioneer as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New Acorns immediately following the Domestication will be the same as those of Pioneer immediately prior to the Domestication.
The Business Combination
The Business Combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Under this method of accounting, Pioneer has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on existing Acorns shareholders comprising a relative majority of the voting power of the Combined Company, Acorns’ operations prior to the acquisition comprising the only ongoing operations of New Acorns, and Acorns’ senior management comprising a majority of the senior management of New Acorns. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Acorns with the Business Combination being treated as the equivalent of Acorns issuing stock for the net assets of Pioneer, accompanied by a recapitalization. The net assets of Pioneer will be stated at historical costs, with no goodwill or other intangible assets recorded.
Appraisal Rights
Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proposals to be Put to the Shareholders of Pioneer at the Extraordinary General Meeting of Pioneer
The following is a summary of the Condition Precedent Proposals to be put to the extraordinary general meeting of Pioneer.
The Business Combination Proposal.   The Business Combination Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
The Domestication Proposal.   The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Charter Proposal. The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued ordinary shares present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Pioneer Governing Documents Proposals.   Each of the Pioneer Governing Documents Proposals will be voted upon on a non-binding advisory basis only.
 
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The Nasdaq Proposal.   The Nasdaq Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
The Director Election Proposal.   The approval of the Director Election Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.
The Long-Term Incentive Award Plan Proposal.   The 2021 Plan is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
The Employee Stock Purchase Plan Proposal.   The Employee Stock Purchase Plan Proposal is being proposed as an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
The Adjournment Proposal.   The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the issued ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Date, Time and Place of Extraordinary General Meeting of Pioneer
The extraordinary general meeting will be held at 9:00 a.m., Eastern Time, on            , 2021 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50 Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of our precautions regarding COVID-19, we are planning for the extraordinary general meeting to also be held virtually over the internet.
Voting Power; Record Date
Pioneer shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on October 26, 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. As of the close of business on the record date, there were 50,312,500 ordinary shares issued and outstanding, of which 40,205,000 were issued and outstanding public shares.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Pioneer has engaged Morrow to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Pioneer — Revoking Your Proxy.”
Quorum and Required Vote for Proposals for the Extraordinary General Meeting of Pioneer
A quorum of Pioneer shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary
 
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general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 25,156,251 ordinary shares would be required to achieve a quorum.
Recommendation to Pioneer Shareholders
The Pioneer Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Pioneer and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the Pioneer Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Long-Term Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of Pioneer’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Pioneer and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Pioneer’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Pioneer’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Comparison of Corporate Governance and Shareholders’ Rights
For a summary of the material differences among the rights of holders of New Acorns Common Stock and holders of ordinary shares, see “Comparison of Corporate Governance and Shareholders’ Rights.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder, certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the Federal Trade Commission (“FTC”) and certain waiting period requirements have been satisfied. The Pioneer portion of the Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC. Pioneer and Acorns filed the required forms under the HSR Act with the Antitrust Division and the FTC on June 10, 2021 and received clearance on July 12, 2021.
At any time before or after consummation of the Business Combination, notwithstanding expiration or termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of New Acorns’ assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Pioneer cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Pioneer cannot assure you as to its result.
At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business
 
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Combination upon divestiture of New Acorns’ assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Pioneer cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Pioneer cannot assure you as to its result.
None of Pioneer and Acorns are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Acorns Securities and Acorns Advisers
Acorns is the parent company of Acorns Securities and Acorns Advisers. Acorns Securities is registered with the SEC as a broker-dealer under the Exchange Act and in all 50 U.S. states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands and is a member of FINRA. Acorns Advisers is registered with the SEC as an investment adviser under the Advisers Act.
Approvals Related to the Change of Control of Acorns Securities
As a registered broker-dealer, Acorns Securities is required to obtain approval from FINRA in advance of any change of control or change in direct or indirect ownership of twenty-five percent (25%) or more, which will occur in connection with the consummation of the transactions contemplated by the BCA. Accordingly, on June 11, 2021, Acorns Securities submitted a Continuing Membership Application (a “CMA”) pursuant to FINRA Rule 1017 to seek FINRA approval. On October 25, 2021, FINRA issued a written approval of Acorns Securities’ CMA, which approval is a condition to closing under the BCA.
Further, Acorns Securities is registered as a broker-dealer in every U.S. state, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. As such, Acorns Securities will need to follow the applicable state approval process for a change in ownership or control. This process varies from state to state, but states generally take one of three approaches: (1) advance notice and pre-approval of the change of control/ownership; (2) notice prior to or immediately after the change occurs; or (3) FINRA notice filing and/or other notice after the change of control/ownership. In addition, it is possible that any state may request additional information prior to granting such approval. While filing such notices and obtaining such consents in not a condition to closing under the BCA, Acorns has undertaken to use commercially reasonable efforts to prepare and submit any such required applications for approval or notice filings.
Acorns Advisers Advisory Contract Consents
Under the Advisers Act, Acorns Advisers is required to include in each client advisory agreement a provision indicating that such agreement cannot be assigned without obtaining the consent of the client. The Advisers Act’s definition of  “assignment” includes a direct or indirect change of control of a registered investment adviser, which will occur with respect to Acorns Advisers as a result of the consummation of the transactions contemplated by the BCA, and Acorns Advisers must seek the consent of its clients in accordance with its client advisory agreements and the Advisers Act.
Acorns Advisers’ advisory agreements with its clients provide that a client will be deemed to have consented to an assignment of its advisory agreement if, within sixty (60) calendar days of being notified through the Acorns Website, the Acorns mobile application or by email of any intent of Acorns to assign a client’s advisory agreement, the client has not objected to such assignment. On June 14, 2021, Acorns sent an email to all of its existing clients, informing them of the transactions contemplated by the BCA, that such transactions are expected to result in a deemed assignment of their advisory agreements under the Advisers Act, and informing them if they do not object to such assignment prior to August 13, 2021 they will be deemed to have consented to such assignment.
 
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In connection with obtaining client consent, if a client objects to the assignment of its advisory agreement, then the advisory relationship with respect to such client will be wound down.
Additionally, Acorns Advisers amended its form client advisory agreement on June 11, 2021 to provide that, by entering into a new agreement, any such new client is also affirmatively providing its consent to the anticipated deemed assignment of such client’s advisory agreement under the Advisers Act in connection with the consummation of the transactions contemplated under the BCA. As a result, additional notices and/or consents will not be required with respect to any clients that enter into a relationship with Acorns Advisers following the date of such amendment.
Other Required Regulatory Filings
Within a reasonable period of time following the consummation of the transactions contemplated by the BCA (generally within 30 days), Acorns Securities will amend its Form BD and Acorns Advisers will amend its Form ADV, in each case, to reflect the indirect changes in their ownership.
Summary of Risk Factors
You should consider carefully the risks described under “Risk Factors” in this proxy statement/​consent solicitation statement/prospectus. A summary of the risks that could materially and adversely affect our business, financial condition, operating results and prospects include the following:
Risks Related to Acorns’ Business and Industry
Unless the context otherwise requires, references in this subsection to “we,” “us,” “our” and the “Company” refer to Acorns and its subsidiaries and affiliates in the present tense or from and after the consummation of the Business Combination, as the context requires.

We have a history of losses and may not achieve profitability in the future.

Our results of operations and future prospects depend on our ability to retain existing, and attract new, subscribers. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.

If we fail to effectively manage any future growth, our business, operating results, and financial condition could be adversely affected.

We may experience fluctuations in our quarterly operating results.

We rely significantly on revenue from subscribers purchasing our subscription plans, and we may not be successful in maintaining the appeal of or expanding those offerings.

Our estimates of the size of our addressable market may prove to be inaccurate.

Our markets change rapidly, and we may not be successful adapting to these market changes.

Our projections and key performance metrics are subject to significant risks, assumptions, estimates and uncertainties. As a result, our financial and operating results may differ materially from our expectations.

We have in the past consummated, and from time to time we may evaluate and potentially consummate, acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

We rely on third-party service providers for payment processing, API connections to financial services solutions, transactional data collection, the custody and clearing of securities transactions and other functions that are important to our operations. The loss of those service providers could materially and adversely affect our business, results of operations, and financial condition. Additionally, if a third-party service provider fails to comply with legal or regulatory requirements or otherwise to perform these functions properly, our business may be adversely affected.
 
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Our business is subject to the regulatory framework applicable to investment advisers and broker-dealers, including regulation by the SEC and FINRA.

Possible regulatory restrictions on DEPs could adversely impact our business.

Our business is subject to an extensive, complex, overlapping and constantly changing regulatory landscape, and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, operating results and financial condition.

Our relationship with Lincoln Savings Bank exposes us to substantial regulatory risks that could adversely affect our business operations.

Expansion and enforcement of consumer protection laws and regulations could adversely impact our business.

Regulations relating to privacy, information security, and data protection could increase our costs, affect or limit how we collect and use personal information, and adversely affect our business opportunities.

We have in the past, and continue to be, subject to inquiries, subpoenas, exams, pending investigations, or enforcement matters by state and federal regulators, the outcome of which are uncertain and could harm our business and results of operations, including by subjecting us to significant fines, penalties, judgments, remediation costs, negative publicity, changes to our business model, and requirements resulting in increased expenses.

If we fail to comply with applicable securities and banking laws, rules and regulations, either domestically or internationally, we could be subject to disciplinary actions, litigation, investigations, damages, penalties or restrictions that could significantly harm our business.

Providing investment education tools could subject us to additional risks if such tools are construed to be investment advice or recommendations.

If we do not maintain the capital and liquidity levels required by regulators or do not comply with customer reserve requirements, we may be fined or subject to other disciplinary or corrective actions.

Changes in tax law and differences in interpretation of tax laws and regulations may adversely impact our financial statements.

We rely on our management team and will require additional key personnel to grow our business, and the loss of key management members, or an inability to hire key personnel, could harm our business.

Employee misconduct, which can be difficult to detect and deter, could harm our reputation and subject us to significant legal liability.

We face risks related to natural disasters, health epidemics and other significant operational disruptions, which could adversely affect our business, financial condition or results of operations.

Although we maintain insurance coverage that we believe is adequate for our business, we may not be able to get adequate insurance to cover all known risks and our insurance policies may not be sufficient to cover all claims.

We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. Our internal control over financial reporting did not result in proper accounting recognition of compensation expense related to secondary sales of common stock, which, due to its impact on our financial statements, we determined to be a material weakness. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Cyber incidents or attacks directed at us and other security breaches could result in information theft, data corruption, operational disruption and/or financial loss.
 
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Some aspects of our business processes include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.

We may be unable to sufficiently obtain, maintain, protect, or enforce our intellectual property and other proprietary rights.
Risks Related to Pioneer and the Business Combination

The Sponsor and our executive officers and directors have entered into support agreements with us to vote in favor of the Business Combination, regardless of how our public shareholders vote.

The Sponsor, as well as Acorns, our directors, executive officers, advisors and their affiliates may elect to purchase public shares prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our Class A ordinary shares.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in our initial public offering).

Subsequent to consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.

Neither the Pioneer Board nor any committee thereof has obtained an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price Pioneer is paying for the business is fair to Pioneer’s shareholders from a financial point of view.

The ability of Pioneer’s shareholders to exercise redemption rights with respect to Pioneer’s Public Shares may prevent Pioneer from completing the Business Combination or optimizing its capital structure.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel of New Acorns, some of whom may be from Pioneer and Acorns, and some of whom may join New Acorns following the Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of New Acorns.

Since the initial shareholders, including Pioneer’s directors and executive officers, have interests that are different, or in addition, to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Acorns is appropriate as our initial business combination. Such interests include that the Sponsor, as well as our executive officers and directors, will lose their entire investment in us if our business combination is not completed, and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of New Acorns Common Stock to drop significantly, even if New Acorns’ business is doing well.

The public shareholders will experience immediate dilution as a consequence of the issuance of New Acorns Common Stock as consideration in the Business Combination and in the PIPE Financing.
 
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Risks Related to Acorns Following the Consummation of the Business Combination and Related to Ownership of New Acorns Common Stock Following the Business Combination
Unless the context otherwise requires, references in this subsection to “we,” “us” and “our” refer to Acorns and its subsidiaries and affiliates in the present tense or from and after the consummation of the Business Combination, as the context requires.

A market for our common stock may not develop or be sustained, which would adversely affect the liquidity and price of our common stock. If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price and liquidity of our common stock could decline.

After the closing of the business combination, a significant number of our common stock are subject to issuance upon exercise of outstanding warrants and options or we may issue additional shares of common stock, which may result in dilution to our shareholders or cause our share price to decline.

Our management team has limited skills related to experience managing a public company.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

Our stock price has fluctuated historically, and may continue to fluctuate.
Emerging Growth Company
Pioneer is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Pioneer has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Pioneer, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Pioneer’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Pioneer’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
 
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Consideration to Acorns Shareholders
At the Effective Time, Acorns Common Stock, Acorns Preferred Stock, Acorns convertible notes, Acorns options and Acorns warrants will be converted into the right to receive the following consideration:

each share of Acorns Common Stock, including Acorns Common Stock issuable upon the conversion of Acorns Preferred Stock and Acorns convertible notes, with respect to which an election to receive cash has been effectively made and has not been revoked (each such share, a “Cash Election Share”) will be converted into the right to receive an amount in cash equal to the Equity Value Per Share. The “Equity Value Per Share” is determined by dividing (i) the sum of the implied fully-diluted equity value of Acorns of  $1.5 billion (the “Acorns Equity Value”) plus the aggregate exercise price of Acorns options and Acorns warrants, by (ii) the aggregate number of shares of Acorns Common Stock that are (A) outstanding as of immediately prior to the Effective Time, (B) issuable upon conversion of shares of Acorns Preferred Stock and Acorns convertible notes that are outstanding as of immediately prior to the Effective Time, and (C) issuable upon exercise of Acorns options and Acorns warrants and the vesting of Acorns RSUs.
The maximum number of shares of Acorns Common Stock (including Acorns Common Stock issuable upon the conversion of Acorns Preferred Stock and Acorns convertible notes) with respect to which each Acorns shareholder may elect to receive cash (the “Maximum Permitted Cash Election Shares”) is limited to 10% of the aggregate number of shares of Acorns Common Stock (including Acorns Common Stock issuable upon the conversion of Acorns Preferred Stock and Acorns convertible notes) held by such shareholder. In addition, the amount of cash available to distribute in respect of all Cash Election Shares is limited to the portion of the aggregate cash proceeds to be received by Pioneer from the trust account in connection with the Business Combination together with the aggregate gross proceeds from the PIPE Financing (collectively, the “Aggregate Cash Amount”) that remains after deductions for (i) unpaid Acorns and Pioneer expenses and (ii) an amount designated by Acorns prior to the Closing to fulfill the cash requirements of New Acorns. Accordingly, if the portion of the Aggregate Cash Amount remaining after such deductions is insufficient to pay cash with respect to all Cash Election Shares, then the amount of cash paid to each Acorns shareholder holding Cash Election Shares will be reduced on a pro rata basis;

each share of Acorns Common Stock, including Acorns Common Stock issuable upon the conversion of Acorns Preferred Stock and Acorns convertible notes, with respect to which (i) an election to receive New Acorns Common Stock has been effectively made and has not been revoked (each such share, a “Stock Election Share”), or (ii) no election to receive cash or New Acorns Common Stock has been made (each such share, a “No Election Share”), will be converted into the right to receive a number of shares of New Acorns Common Stock equal to the Equity Value Per Share divided by $10.00 (the “Exchange Ratio”);

each Acorns option (whether vested or unvested) will be assumed by New Acorns and will be cancelled in exchange for options to purchase New Acorns Common Stock (each such Acorns option, a “Rollover Option”). Each Rollover Option will be exercisable for a number of shares of New Acorns Common Stock (rounded down to the nearest whole share) equal to (i) the number of shares of Acorns Common Stock subject to the corresponding Acorns option, multiplied by (ii) the Exchange Ratio. Each Rollover Option will have an exercise price (rounded up to the nearest whole cent) equal to (x) the exercise price per share applicable to the corresponding Acorns option, divided by (y) the Exchange Ratio (such number of Pioneer Shares resulting from the conversion of all of the Rollover Options, the “Converted Rollover Option Shares”). Each Rollover Option will be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Acorns option as of immediately prior to the Effective Time, except for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement or for other immaterial administrative or ministerial changes as the New Acorns
 
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Board (or the compensation committee thereof) may determine in good faith are appropriate to effectuate the administration of the Rollover Options;

each Acorns RSU (whether vested or unvested) will be assumed by New Acorns and will be cancelled in exchange for options to purchase Acorns Common Stock (each such Acorns RSU, a “Rollover RSU”). Each Rollover RSU will represent the right to receive a number of shares of New Acorns Common Stock (rounded down to the nearest whole share) equal to (i) the number of shares of Acorns common stock subject to the corresponding Acorns RSU, multiplied by (ii) the Exchange Ratio. Each Rollover RSU will be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Acorns RSU as of immediately prior to the Effective Time, except for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement or for such other immaterial administrative or ministerial changes as the New Acorns Board (or the compensation committee thereof) may determine in good faith are appropriate to effectuate the administration of the Rollover RSUs; and

each Acorns warrant will be assumed by New Acorns and will be cancelled in exchange for a warrant to purchase shares of New Acorns Common Stock (each such Acorns warrant, a “Rollover Warrant”). Each Rollover Warrant will be exercisable for a number of shares of New Acorns Common Stock (rounded down to the nearest whole share) equal to (i) the number of shares of Acorns Common Stock subject to the corresponding Acorns warrant, multiplied by (ii) the Exchange Ratio. Each Rollover Warrant will have an exercise price per share of New Acorns Common Stock (rounded up to the nearest whole cent) subject to such Rollover Warrant equal to (x) the exercise price per share of Acorns Common Stock applicable to the corresponding Acorns warrant, divided by (y) the Exchange Ratio. Each Rollover Warrant will be subject to the same terms and conditions (including applicable expiration and termination provisions) that applied to the corresponding Acorns warrant as of immediately prior to the Effective Time, except for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement or for such other immaterial administrative or ministerial changes as the New Acorns Board may determine in good faith are appropriate to effectuate the administration of the Rollover Warrants.
Pro Forma Fully Diluted Ownership of New Acorns Upon Closing
It is anticipated that, upon the completion of the Business Combination, the ownership of New Acorns will be as follows:

current holders of Acorns common stock, warrants, and options (other than the holders of PIPE Convertibles Notes) will own securities representing 140,835,687 shares of New Acorns Common Stock (excluding any PIPE Shares), representing approximately 66.0% of the fully diluted shares under the no redemption scenario, and 150,000,000 shares of New Acorns Common Stock (excluding any PIPE Shares), representing approximately 77.1% of the fully diluted shares under the maximum redemption scenario;

the PIPE Investors will own 16,500,000 shares of New Acorns Common Stock acquired as PIPE Shares, representing approximately 7.7% of the fully diluted shares under the no redemption scenario and approximately 8.5% of the fully diluted shares under the maximum redemption scenario;

the holders of PIPE Convertible Notes, will own 5,740,254 shares of New Acorns Common Stock, representing approximately 2.7% of the fully diluted shares under the no redemption scenario and approximately 3.0% of the fully diluted shares under the maximum redemption scenario; and

the current Pioneer shareholders will own 50,312,500 shares of New Acorns Common Stock (excluding any PIPE Shares and shares issuable upon exercise of Pioneer warrants), representing approximately 23.6% of the fully diluted shares under the no redemption scenario, and 22,022,400 shares of New Acorns Common Stock (excluding any PIPE Shares and shares issuable upon exercise of Pioneer warrants), representing approximately 11.4% of the fully diluted shares outstanding under the maximum redemption scenario.
 
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The numbers of shares and percentage interests set forth above reflect two different redemption scenarios laid out below.

Assuming no redemption scenario: This presentation assumes that no public shareholders exercise redemption rights with respect to their Public Shares.

Assuming maximum redemption scenario: This presentation assumes that the public shareholders holding 28,290,100 of the Public Shares exercise redemption rights with respect to their Public Shares for an aggregate redemption payment of approximately $282.9 million. This maximum redemption scenario is based on a minimum cash condition of  $340 million, together with aggregate gross proceeds from the PIPE Financing and PIPE Convertible Notes, at Closing (as defined in the Business Combination Agreement attached hereto) of the Business Combination, consisting of Trust Account funds, PIPE Financing proceeds and all other Pioneer cash and cash equivalents of Pioneer less the aggregate amount of cash proceeds that will be required to satisfy the redemption of the Public Shares.
The presentation set forth above does not give effect to any performance vesting provisions applicable to any shares of Pioneer Common Stock and assumes (i) that the Closing Date (as defined in the BCA attached hereto) will be August 31, 2021, (ii) the issuance of all shares reserved for issuance under Acorns’ existing equity incentive plans, including pursuant to outstanding options and (iii) that the current Acorns shareholders elect to receive cash of  $91.6 million as consideration in the Business Combination in the no redemption scenario and no cash consideration in the Business Combination in the maximum redemption scenario. In the event that current Acorns shareholders cash elect for less than $91.6 million in cash as consideration in the Business Combination in the no redemption scenario, additional shares of New Acorns Common Stock will be issued to current Acorns shareholders in place of such cash and such cash will be available on the New Acorns balance sheet. For example, if none of the current Acorns shareholders elect to receive any cash as consideration in the Business Combination, in the no redemption scenario, an additional 9,164,313 shares of New Acorns Common Stock will be issued to current Acorns shareholders and an additional $91.6 million will be available on the New Acorns balance sheet at Closing.
The numbers of shares and percentage interests set forth above have been presented for illustrative purposes only and do not necessarily reflect what New Acorns’ share ownership will be had the Business Combination occurred on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information.”
Acorns Solicitation of Written Consents
The BCA provides that Acorns will seek the approval of the Business Combination Proposal pursuant to this proxy statement/consent solicitation statement/prospectus, and, to the extent the Business Combination Proposal is approved by written consent and Acorns is not expected to call or convene any meeting of its shareholders in connection with the approval of the Business Combination Proposal. Acorns shareholders are being asked to approve the Business Combination Proposal by executing and delivering the written consent furnished with this proxy statement/​consent solicitation statement/prospectus.
Only Acorns shareholders of record as of the close of business on the Acorns Record Date will be entitled to execute and deliver a written consent. Each holder of Acorns Common Stock is entitled to one vote for each share of Acorns Common Stock held as of the Acorns Record Date. Each holder of Acorns Preferred Stock is entitled to a number of votes equal to the number of shares of Acorns Common Stock into which the shares of Acorns Preferred Stock held by such holder could be converted as of the Acorns Record Date.
The approval of the Business Combination Proposal requires the written consent or affirmative vote of the holders of a majority of the shares of Acorns Common Stock and Acorns Preferred Stock outstanding (voting together on an as-converted basis to Acorns Common Stock basis) (the “Acorns Shareholder Approval”).
 
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Concurrently with the execution of the BCA, Pioneer, and the Supporting Company Shareholders entered into the Company Support Agreements. Each Company Support Agreement provides, among other things, that each Supporting Company Shareholder will execute and deliver a written consent with respect to the outstanding shares of Acorns Common Stock and Acorns Preferred Stock held by such Supporting Company Shareholder approving and adopting the BCA and the Business Combination. As of the date of the BCA, certain of Acorns’ executive officers, directors and holders of 5% or more of Acorns’ common stock or preferred stock, collectively hold approximately 71% of the outstanding shares of Acorns common stock, including Acorns preferred stock voting on an as-converted to common stock basis. The execution and delivery of written consents by all of the Supporting Company Shareholders will constitute the Acorns Shareholder Approval at the time of such delivery.
You may consent to the Business Combination Proposal with respect to your shares of Acorns Common Stock and/or Acorns Preferred Stock by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to Acorns by the consent deadline.
You may execute a written consent to approve the Business Combination Proposal (which is equivalent to a vote for such proposal), or disapprove, or abstain from consenting with respect to, the Business Combination Proposal (which is equivalent to a vote against such proposal). If you do not return your written consent, it will have the same effect as a vote against the Business Combination Proposal. If you are a record holder of shares of Acorns Common Stock and/or Acorns Preferred Stock and you return a signed written consent without indicating your decision on the Business Combination Proposal, you will have given your consent to approve such proposal.
Due to the obligations of the Supporting Company Shareholders under the Company Support Agreements, a failure of any other Acorns shareholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Acorns shareholder, is not expected to have any effect on the approval of the Business Combination Proposal.
Acorns shareholders should not send stock certificates with their written consents. Concurrently with the mailing of this proxy statement/consent solicitation statement/prospectus, a letter of transmittal and written instructions for the surrender of Acorns stock certificates or electronic certificates, as applicable, will be mailed to Acorns shareholders. Do not send in your certificates now.
The expense of preparing, printing and mailing these consent solicitation statement materials is being borne by Acorns. Officers and employees of Acorns may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF PIONEER
Pioneer is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. Such data as of June 30, 2021 and December 31, 2020, and for the six months ended June 30, 2021 and for the period from October 21, 2020 (inception) through December 31, 2020, are derived from Pioneer’s audited and unaudited financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus.
The information is only a summary and should be read in conjunction with Pioneer’s consolidated financial statements and related notes and “Pioneer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/consent solicitation statement/prospectus. Pioneer’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
For the six
Months ended
June 30, 2021
Period from October 21,
2020 (inception) through
December 31, 2020
Statement of Operations Data
General and administrative expenses
$ 1,038,239 $ 35,012
General and administrative expenses — related party
Loss from operations
$ (1,038,239) $ 35,012
Other Income (expenses)
Loss on excess of fair value over cash received for Private
Placement warrants
(737,000)
Change in fair value of derivative warrant liabilities
(4,023,500)
Financing costs – derivative warrant liabilities
(1,080,020)
Interest income from investments held in Trust Account
15,330
Net Income
$ (6,863,429)
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares
40,250,000
Basic and diluted net income per share, Class A
$ 0.00
Basic and diluted weighted average shares outstanding Class B non-redeemable ordinary shares
9,982,735 8,750,000
Basic and diluted net income (loss) per share, Class B
$ (0.69) $ (0.00)
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF ACORNS
We are providing the following selected historical financial information of Acorns to assist you in your analysis of the financial aspects of the Business Combination.
The balance sheet data as of June 30, 2021 and statement of operations data for the nine months ended June 30, 2021 and 2020 are derived from the unaudited condensed consolidated financial statements of Acorns included elsewhere in this proxy statement/consent solicitation statement/​prospectus. The balance sheet data and statement of operations data as of and for the fiscal years ended September 30, 2020 and 2019 are derived from the audited consolidated financial statements of Acorns included elsewhere in this proxy statement/consent solicitation statement/prospectus.
The below selected historical financial information is only a summary and should be read in conjunction with the unaudited condensed consolidated financial statements, consolidated financial statements, related notes, and “Acorns’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/consent solicitation statement/prospectus. The historical results of Acorns are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
Nine Months Ended June 30,
Year Ended September 30,
2021
2020
2020
2019
(In thousands, except per share data)
Statement of Operations Data:
Revenue
$ 76,024 $ 45,012 $ 63,480 $ 39,646
Costs and expenses:
Cost of revenue
13,203 12,160 16,131 11,427
Sales and marketing
74,213 54,599 68,559 76,910
Research and development
30,565 26,338 33,741 26,289
General and administrative
38,419 20,244 27,409 29,734
Total costs and expenses
156,400 113,341 145,840 144,360
Loss from operations
(80,376) (68,329) (82,360) (104,714)
Interest and other income (expense), net
3,868 (1,236) (3,106) (4,396)
Loss before provision for income taxes
(76,508) (69,565) (85,466) (109,110)
(Provision) benefit for income taxes
1,647 (6) (5)
Net loss
(74,861) (69,565) (85,472) (109,115)
Undistributed accumulated dividends on preferred stock
(11,989) (11,313) (15,331) (11,648)
Net loss attributable to common shareholders
$ (86,850) $ (80,878) $ (100,803) $ (120,763)
Net loss per share attributable to common shareholders:
Basic and diluted
$ (6.52) $ (6.77) $ (8.41) $ (10.77)
Weighted-average shares used in
computing net loss per share attributable
to common shareholders:
Basic and diluted
13,312 11,948 11,992 11,216
 
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June 30,
2021
September 30,
2020
September 30,
2019
(In thousands)
Balance Sheet Data:
Total current assets
$ 144,857 $ 128,616 $ 140,043
Total assets
161,283 137,316 150,037
Total current liabilities
90,891 56,275 38,396
Total liabilities
171,169 87,604 45,084
Working capital
53,966 72,341 101,647
Redeemable convertible preferred stock
371,502 359,513 319,182
Total shareholders’ deficit
(381,388) (309,801) (214,229)
Nine Months Ended June 30,
Year Ended
September 30,
2021
2020
2020
2019
(In thousands)
Statement of Cash Flow Data:
Net cash used in operating activities
$ (41,011) $ (36,588) $ (45,289) $ (72,895)
Net cash used in investing activities
(815) (594) (685) (2,463)
Net cash provided by financing activities
51,749 22,798 23,126 103,230
Net increase (decrease) in cash and cash equivalents
$ 9,923 $ (14,384) $ (22,848) $ 27,872
 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following selected unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination and related transactions. The following Summary Pro Forma Information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/consent solicitation statement/prospectus.
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Pioneer will acquire all of the outstanding equity interests of Acorns in the Business Combination, Pioneer will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Acorns issuing shares for the net assets of Pioneer, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Acorns.
Pioneer and Acorns have different fiscal years. Pioneer’s fiscal year ends on December 31, whereas Acorns’ fiscal year ends on September 30. Concurrent with the consummation of the Business Combination, Pioneer will change its fiscal year end to September 30. The unaudited pro forma condensed combined statement of operations for the nine months ended June 30, 2021 combines the historical unaudited condensed statement of operations of Pioneer for the period from October 21, 2020 (inception) through June 30, 2021 with the historical unaudited condensed consolidated statement of operations of Acorns for the nine months ended June 30, 2021. Pioneer’s financial results for the nine months ended June 30, 2021 have been derived by adding its results of operations for the period from October 21, 2020 (inception) through December 31, 2020 to its results of operation for the six-month period ended June 30, 2021.
The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2020 has been prepared utilizing period ends that are within one fiscal quarter of Pioneer’s year end, as permitted by Rule 11-02 of Regulation S-X, as amended by the final rule Release No. 33-10786. The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2020 combines the audited historical statement of operations of Pioneer for the period from October 21, 2020 (inception) through December 31, 2020 with the audited historical consolidated statement of operations of Acorns for the fiscal year ended September 30, 2020.
Pioneer’s net loss per share of approximately $0.004 for the period from October 21, 2020 (inception) through December 31, 2020 was included in both the statement of operations for the year ended from October 21, 2020 (inception) through December 31, 2020 and the nine months ended October 21, 2020 (inception) through June 30, 2021.
The unaudited pro forma condensed combined statement of operations for the nine months ended June 30, 2021 is presented on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement, as summarized below, had been consummated on October 1, 2019.
The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2020 is presented on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement, as summarized below, had been consummated on October 1, 2019.
The Summary Pro Forma Information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in the is proxy statement/consent solicitation statement/prospectus:

the (a) historical audited financial statements of Pioneer as of December 31, 2020 and for the period from October 21, 2020 (inception) to December 31, 2020 and (b) the historical
 
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unaudited condensed financial statements of Pioneer as of and for the six months ended June 30, 2021; and

the (a) historical audited consolidated financial statements of Acorns as of and for the years ended September 30, 2020 and September 30, 2019 and (b) historical unaudited consolidated financial statements of Acorns as of and for the nine months ended June 30, 2021.
The Summary Pro Forma Information should be read together with Pioneer’s and Acorns’ audited financial statements and related notes, the sections titled “Pioneer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “AcornsManagement’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed Summary Pro Forma Information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/consent solicitation statement/prospectus and the accompanying notes thereto. The Summary Pro Forma Information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Pioneer and Acorns for the applicable periods included in this proxy statement/consent solicitation statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Pioneer’s financial position or results of operations actually would have been had the business combination and related transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Pioneer following the reverse recapitalization.
The aggregate merger consideration for the Business Combination will be $1.5 billion, payable in the form of shares of Pioneer’s common stock valued at $10.00 per share.
Upon the terms and subject to the conditions set forth in the BCA, at the Closing, Pioneer, Merger Sub and Acorns shall cause Merger Sub to be merged with and into Acorns (the “Business Combination”), with Acorns continuing as the surviving corporation under the DGCL (which is sometimes hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”) following the Business Combination, being a wholly-owned subsidiary of Acquiror and the separate corporate existence of Merger Sub shall cease. The Business Combination shall be consummated in accordance with the BCA. The pro forma adjustments giving effect to the Business Combination and related transactions are summarized below, and are discussed in further detail in the footnotes to the Summary Pro Forma Information included elsewhere in this proxy statement/​consent solicitation statement/prospectus:

the merger of Merger Sub, a wholly owned subsidiary of Pioneer, with and into Acorns, with Acorns continuing as the surviving corporation;

the consummation of the Business Combination and reclassification of cash held in Pioneer’s trust account to cash and cash equivalents, net of redemptions (see below);

the consummation of the PIPE Financing; and

the accounting for transaction costs incurred by both Pioneer and Acorns.
The Summary Pro Forma Information has been prepared using the assumptions below with respect to the potential redemption into cash of Pioneer’s common stock:

Assuming No Redemptions:   This scenario assumes that no public shareholders of Pioneer exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in Pioneer’s trust account.

Assuming Maximum Redemptions:   This scenario assumes that the maximum number of Pioneer Class A Shares are redeemed such that the remaining funds held in the trust account, after the payment of the redeeming shares’ pro-rata allocation are sufficient to satisfy the Closing Aggregate Cash Amount of $340.0 million, together with aggregate gross proceeds
 
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from the PIPE Financing and PIPE Convertible Notes, as defined within the Business Combination Agreement. Under this scenario, approximately 28,257,300 Pioneer Class A Shares may be redeemed and still enable Pioneer to have sufficient cash to satisfy the cash closing conditions in the BCA. Under the terms of the BCA, the consummation of the Business Combination is conditioned upon Pioneer delivering to Acorns evidence that, immediately prior to the closing of the Business Combination (and following any redemptions of Public Shares), Pioneer will have net tangible assets of at least $5.0 million upon consummation of the Business Combination. Further, the BCA provides that Acorns is not required to consummate the Transactions if the Closing Aggregate Cash Amount as defined within the Business Combination Agreement is less than $340.0 million, together with aggregate gross proceeds from the PIPE Financing and PIPE Convertible Notes.
Pro Forma Combined (1)
Summary Unaudited Pro Forma Condensed Combined
(Assuming No
Redemptions)
(Assuming Maximum
Redemptions)
(in thousands, except share data)
Statement of Operations Data
As of and for the nine months ended June 30, 2021
Revenue
$ 76,024 $ 76,024
Net loss per common share  –  basic and diluted
$ (0.38) $ (0.42)
Weighted-average common stock outstanding  –  basic and
diluted
213,626,035 194,342,244
As of and for the fiscal year ended September 30, 2020
Revenue
$ 63,480 $ 63,480
Net loss per common share  –  basic and diluted
$ (0.41) $ (0.46)
Weighted-average common stock outstanding  –  basic and
diluted
213,626,035 194,342,244
Summary Unaudited Pro Forma Condensed Combined
As of the nine months ended June 30, 2021
Total assets
$ 608,973 $ 416,135
Total liabilities
$ 123,709 $ 123,709
Total shareholders’ deficit
$ 485,264 $ 292,426
(1)
Each holder of Acorns common stock, on an if-converted basis, may elect to receive the equivalent per share value of the merger consideration in cash rather than in shares for up to ten percent (10%) of the respective holder’s common stock ownership in Acorns prior to the closing of the merger, subject to adjustment by Acorns and subject to available cash at closing. The no redemption and maximum redemption scenarios assume cash payments made to Acorns existing shareholders under the cash election clause of  $89.7 million and $0, respectively. This estimate was calculated using the midpoint between $400 million and $500 million for the Company Designated Balance Sheet Amount as described within the Business Combination Agreement.
 
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COMPARATIVE PER SHARE DATA
The following tables present Pioneer’s and Acorns’ historical and pro forma per share data as of and for the fiscal year ended September 30, 2020 and the nine months ended June 30, 2021. The pro forma net loss per common share data for the fiscal year ended September 30, 2020 and the nine months ended June 30, 2021 is presented as if the merger had been completed on October 1, 2019. The pro forma book value per share information is presented as if the merger had been completed on the last day of the period. The information provided in the table below is unaudited.
The historical per share data was derived from the following audited and interim unaudited financial statements:

Pioneer as of  (a) December 31, 2020 and for the period from October 21, 2020 (inception) through December 31, 2020 and (b) June 30, 2021 and for the six months then ended, included elsewhere in this proxy statement/consent solicitation statement/prospectus.

Acorns as of  (a) September 30, 2020 for the fiscal year ended September 30, 2020, and (b) June 30, 2021 and for the nine months then ended, included elsewhere in this proxy statement/consent solicitation statement/prospectus.
This information should be read together with Pioneer’s and Acorns’ audited annual financial statements and unaudited interim financial statements and related notes, the section titled “Unaudited Pro Forma Condensed Combined Financial Information” and other financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus.
The pro forma data set forth below has been prepared using the assumptions below with respect to the potential redemption into cash of Pioneer’s common stock:

Assuming No Redemptions:   This scenario assumes that no public shareholders of Pioneer exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in Pioneer’s trust account.

Assuming Maximum Redemptions:   This scenario assumes that the maximum number of Pioneer Class A Shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation are sufficient to satisfy the Closing Aggregate Cash Amount of  $340.0 million, together with aggregate gross proceeds from the PIPE Financing and PIPE Convertible Notes, as defined within the Business Combination Agreement. Under this scenario, approximately 28,257,300 Pioneer Class A Shares may be redeemed and still enable Pioneer to have sufficient cash to satisfy the cash closing conditions in the BCA. Under the terms of the BCA, the consummation of the Business Combination is conditioned upon Pioneer delivering to Acorns evidence that, immediately prior to the closing of the Business Combination (and following any redemptions of Public Shares), Pioneer will have net tangible assets of at least $5.0 million upon consummation of the Business Combination. Further, the BCA provides that Acorns is not required to consummate the Transactions if the Closing Aggregate Cash Amount as defined within the Business Combination Agreement is less than $340.0 million, together with aggregate gross proceeds from the PIPE Financing and PIPE Convertible Notes.
The pro forma data set forth below is presented for illustrative purposes only and is not necessarily indicative of the results of operations or the financial condition that would have occurred if the merger had been completed as of the dates described above.
 
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Historical
Pro Forma Combined
Acorns Equivalent Pro
Forma Per Share Data(4)
Acorns
(Historical)
Pioneer
Merger
Corp.
(Historical)
Assuming
No
Redemptions
Assuming
Maximum
Redemptions
Assuming
No
Redemptions
Assuming
Maximum
Redemptions
As of and for the nine months
ended June 30, 2021
Net loss per share  –  Common Stock  –  basic and
diluted(2)
$ (6.52) $ (0.38) $ (0.42) $ (0.66) $ (0.72)
Book value per share  –  Common Stock  –  basic and
diluted(1)
$ (27.98) $ 2.27 $ 1.50 $ 3.94 $ 2.61
Weighted Average shares outstanding  –  Common Stock  –  basic and diluted
13,311,958 213,626,035 194,324,244 N/A N/A
Net loss per share  –  Class A
Ordinary Shares  –  basic and
diluted(2)
$
Book value per share  –  Class A
Ordinary Shares  –  basic and
diluted(1)
$ 0.10
Weighted Average shares
outstanding  –  Class A
Ordinary Shares  –  basic and
diluted
40,250,000
Net income per share  –  Class B
Ordinary Shares- basic and
diluted(2)
$ (0.72)
Book value per share  –  Class B
Ordinary Shares  –  basic and
diluted(1)
$ 0.10
Weighted Average shares
outstanding  –  Class B
Ordinary Shares  –  basic and
diluted
9,638,944
As of and for the fiscal year
ended September 30, 2020
Net loss per share  –  Common Stock  –  basic and
diluted(2)
$ (8.41) $ (0.41) $ (0.46) $ (0.72) $ (0.79)
Book value per share  –  Common Stock  –  basic and
diluted(3)
$ (25.83) N/A(3) N/A(3) N/A(3) N/A(3)
Weighted Average shares outstanding  –  Common Stock  –  basic and diluted
11,992,015 213,626,035 194,342,244 N/A N/A
Net loss per share  –  Class A Ordinary Shares- basic and diluted(2)
N/A
Book value per share  –  Class A
Ordinary Shares  –  basic and
diluted(1)
N/A
Weighted Average shares
outstanding  –  Class A
Ordinary Shares  –  basic and
diluted
N/A
Net loss per share  –  Class B
Ordinary Shares  –  basic and
diluted(2)
$
Book value per share  –  Class B
Ordinary Shares  –  basic and
diluted(1)
$
Weighted Average shares
outstanding  –  Class B
Ordinary Shares  –  basic and
diluted
8,750,000
 
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(1)
Book value per share is computed as total shareholders’ equity (deficit) divided by common stock outstanding. Common stock outstanding for the purpose of calculating the book value per share of Pioneer shares is comprised of the Class A and Class B shares outstanding.
(2)
Net income (loss) per common share is based on the net income (loss) and weighted average number of common stock outstanding.
(3)
Pro forma balance sheet information as of September 30, 2020 is not required and as such is not included in the table.
(4)
Equivalent net loss per common share  —  basic and diluted equivalent book value per share information is computed by multiplying the combined pro forma per share data by the exchange ratio defined in the BCA. The purpose of equivalent pro forma per share data is to equate the respective per share values to one share of Acorns.
 
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FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
This proxy statement/consent solicitation statement/prospectus may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/consent solicitation statement/prospectus in relation to Acorns has been provided by Acorns and its respective management, and forward-looking statements include statements relating to our and its respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this proxy statement/consent solicitation statement/​prospectus and the documents incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to:

factors relating to the business, operations and financial performance of Pioneer and the Business Combination, including:

the occurrence of any event, change or other circumstances that could result in the failure to consummate the Business Combination;

the outcome of any legal proceedings that may be instituted against Pioneer and Acorns regarding the Business Combination;

satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”) relating to the Business Combination Agreement having expired or been terminated; (iii) Pioneer having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and all of the Pioneer shareholder redemptions; (iv) the Closing Aggregate Cash Amount Condition; (v) the approval by Nasdaq of our initial listing application in connection with the Business Combination; (vi) the approval of the Business Combination Agreement, the ancillary documents to the Business Combination Agreement to which Acorns will be a party and the transactions contemplated by each of the foregoing agreements (including the Merger) being obtained by the common and preferred shareholders; (vii) the conversion of Acorns Preferred Stock into New Acorns Common Stock and (viii) the consummation of the Domestication;

changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

the ability to meet and maintain Nasdaq’s listing standards following the consummation of the Business Combination;

the projected financial information, growth rate and market opportunity of New Acorns;

the amount of redemption requirements made by public shareholders;
 
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the inability to develop and maintain effective internal controls;

costs related to the Business Combination;

changes in applicable laws or regulations;

the risk that the Business Combination disrupts current plans and operations of Acorns as a result of the announcement and consummation of the Business Combination;

the risk that Acorns may not be able to retain its current subscribers or attract new subscribers;

the risk that Acorns’ estimates of its addressable market are inaccurate;

the risk that Acorns may fail to maintain its reputation and protect its brand;

the risk that we may not be able to raise financing in the future;

the risk that we may not be able to retain or recruit necessary officers, key employees or directors following the Business Combination;

the risk that Acorns may lose third-party service providers that are important to its operations and function;

the risk that regulations relating to privacy, information security and data protection increase the costs of Acorns’ operations;

the risk that Acorns’ investment education tool are construed as investment advice by regulators;

the risk that cyber attacks directed at Acorns could result in information theft, data corruption and operation disruption;

the risk that our public securities will be illiquid;

the effect of COVID-19 on the foregoing, including Pioneer’s ability to consummate the Business Combination due to the uncertainty resulting from the COVID-19 pandemic;

other risks and uncertainties indicated from time to time in filings made with the SEC, including those risk factors described under “Item 1A. Risk Factors” of Pioneer’s Annual Report on Form 10-K filed with the SEC on March 30, 2021; and

other factors detailed in this proxy statement/consent solicitation statement/prospectus under the section entitled “Risk Factors”.

factors relating to the business, operations and financial performance of Acorns and its subsidiaries, including:

the effect of uncertainties related to the global COVID-19 pandemic on its business, results of operations, and financial condition;

its ability to achieve and maintain profitability in the future;

the impact of the regulatory environment and complexities with compliance related to such environment on Acorns;

its ability to grow market share in existing markets or any new markets it may enter;

its ability to respond to general economic conditions;

its ability to manage its growth effectively and its expectations regarding the development and expansion of its business;

the success of Acorns’ marketing efforts and its ability to expand its subscriber base;

its ability to develop new products, features and functionality that are competitive and meet market needs;

the ability of Acorns to maintain an effective system of internal controls over financial reporting;
 
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its ability to retain and hire necessary employees and staff its operations appropriately; and

other factors detailed in this proxy statement/consent solicitation statement/prospectus under the section entitled “Risk Factors”.
Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements in deciding how to grant your proxy or instruct how your vote should be cast on the Condition Precedent Proposals set forth in this proxy statement/consent solicitation statement/prospectus.
 
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RISK FACTORS
Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/consent solicitation statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/consent solicitation statement/prospectus.
The value of your investment in Pioneer following consummation of the Business Combination will be subject to the significant risks affecting Acorns and inherent to the industry in which it operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/consent solicitation statement/prospectus. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of its common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment. As used in the risks described in this subsection, references to “we,” “us” and “our” are intended to refer to Acorns unless the context clearly indicates otherwise. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Pioneer and Acorns.
Risks Related to Acorns’ Business and New Acorns Following the Business Combination
Throughout this subsection, references to “we,” “us” and “our” are intended to refer to Acorns unless the context clearly indicates otherwise.
Risks Related to Our Financial Results and Growth
We have a history of losses and may not achieve profitability in the future.
Our net losses were $85.5 million and $109.1 million for the years ended September 30, 2020 and 2019, respectively. As of September 30, 2020, we had an accumulated deficit of  $309.8 million. We may continue to incur net losses in the future, and such losses may fluctuate significantly from quarter to quarter. We will need to generate and sustain significant revenue for our business generally, and achieve greater scale and generate greater operating cash flows from our customer subscriptions in particular, in future periods in order to achieve and maintain profitability. We intend to continue to invest in sales and marketing, technology and new products and services in order to enhance our brand recognition and our value proposition to our subscribers, and these additional costs will create further challenges to generating near term profitability. We also expect general and administrative expenses to increase to meet the increased compliance and other requirements associated with operating as a public company and evolving regulatory requirements.
Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue sufficiently to offset our higher operating expenses. We may continue to incur significant losses, and we may not achieve or maintain future profitability, due to a number of reasons, including the risks described in this proxy statement/consent solicitation statement/​prospectus, unforeseen expenses, difficulties, complications and delays, and other unknown events. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could make it difficult for you to evaluate our current business and our future prospects and have a material adverse effect on our business, financial condition and results of operations.
Our results of operations and future prospects depend on our ability to retain existing, and attract new, subscribers. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.
We define a “subscriber” as someone who has subscribed to one of our subscription plans. We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend on, among others:

the continued growth of our subscriber base,
 
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our ability to retain our subscriber base,

our ability to attract and retain our subscribers at higher revenue subscription plans above our lowest cost plan,

our ability to acquire subscribers at a lower cost, and

our ability to increase the overall value to us of each of our subscribers while they remain on our platform.
We expect our competition to continue to increase. In addition to established enterprises, we may also face competition from early-stage companies attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have longer operating histories, particularly with respect to our financial services products, significantly greater financial, technical, marketing, and other resources and a larger customer base than we do. Any of these advantages would allow competitors to potentially offer more competitive pricing (including through a “freemium” model) or other terms or features, a broader range of investment and financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in customer preferences, among other items. Our existing or future competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services, which could attract new customers away from our services and reduce our market share in the future. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our market share or ability to capitalize on new market opportunities.
We currently compete at multiple levels with a variety of competitors, including:

traditional banks and other non-bank financial institutions for cash management accounts;

other brokerage firms, including online or mobile platforms, for investment accounts; and

other financial services firms offering a comprehensive platform to build financial well-being through retirement plan contributions, educational tools, and financial resources.
We believe that our ability to compete depends upon many factors both within and beyond our control, including, among others, the following:

the size of our subscriber base and the proportion of subscribers at higher revenue subscription plans;

our ability to introduce successful new products or services;

the timing and market acceptance of products and services, including developments and enhancements to those products and services, offered by us and our competitors;

customer service and support efforts;

selling and marketing efforts;

the ease of use, performance, price and reliability of solutions developed either by us or our competitors;

changes in economic conditions, regulatory and policy developments;

general investment market conditions and their impact on our subscribers’ portfolios;

the ongoing impact of the COVID-19 pandemic on the investment and financial services markets we serve; and

our brand strength relative to our competitors.
Our current and future business prospects demand that we act to meet these competitive challenges but, in doing so, we may, for example, increase marketing expenditures or make other
 
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expenditures relative to increases in revenue or otherwise. All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects.
If we fail to acquire and retain new subscribers, or fail to do so in a cost-effective manner, we may be unable to increase revenue, improve margins or achieve profitability.
Our success depends on our ability to acquire and retain new subscribers and to do so in a cost-effective manner. We have made significant investments related to subscriber acquisition and expect to continue to spend significant amounts to acquire additional subscribers, and we cannot assure you that the revenue from the new subscribers we acquire will ultimately exceed the cost of acquiring those subscribers. Many of our subscribers are first-time investors, and we may not be successful in providing them with an experience that causes them to continue as subscribers over the longer term. Moreover, during the time that we have offered our products and services, the stock market has generally increased without a substantial sustained downturn, and many of our current and target customers may be hesitant to participate in the markets if there were a sudden or sustained decrease in the markets, which could materially and adversely affect our revenue.
Additionally, if we fail to deliver a quality user experience, or if consumers do not perceive the products and services we offer to be of high value and quality, we may be unable to acquire or retain subscribers. Additionally, if we are unable to acquire or retain subscribers above our lowest price product in volumes sufficient to grow our business, we may be unable to achieve our operational objectives. Consequently, our prices may increase, or may not decrease to levels sufficient to generate subscriber interest, our revenue may decrease, our margins may decline, and we may not achieve or maintain profitability. As a result, our business, financial condition, and results of operations may be materially and adversely affected.
We believe that many of our new subscribers originate from non-paid and paid referrals from our subscribers. Therefore, we must ensure that our subscribers remain loyal to us in order to continue receiving those referrals. If our efforts to satisfy our subscribers are not successful, we may be unable to acquire new subscribers in sufficient numbers to continue to grow our business, and we may be required to incur significantly higher marketing expenses in order to acquire new subscribers.
We also use paid advertising, such as display, television, social media, app store and e-mail advertising, and we pay for search engine optimization and search engine marketing. We drive a significant amount of traffic to our website via search engines, which frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our website can be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its search algorithms or results, causing our website to place lower in search query results.
We also drive a significant amount of traffic to our website via social media or other internet channels used by our current and prospective subscribers. As social media and internet channels continue to rapidly evolve, we may be unable to develop or maintain a presence within these channels. If we are unable to cost-effectively drive traffic to our website through a mobile app store, our ability to acquire new subscribers and our financial condition would be materially and adversely affected. Additionally, our advertising is concentrated in a small number of internet channels, and if any of our other current marketing channels becomes less effective, if we are unable to continue to use any of these channels, if the cost of using these channels was to significantly increase or if we are not successful in generating new channels, we may not be able to attract new subscribers in a cost-effective manner or increase the activity of our subscribers. If we fail to generate new monthly subscriptions, increase our revenue per subscriber or maintain high levels of subscriber engagement, our business, financial condition, and results of operations could be materially and adversely affected.
If we fail to effectively manage any future growth, our business, operating results, and financial condition could be adversely affected.
We have experienced significant growth in our subscribers and have expanded and intend to continue to significantly expand our operations, including our employee headcount. This growth
 
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has placed, and will continue to place, significant demands on our management and operational and financial infrastructure, and we may not be able to sustain revenue growth consistent with prior periods, or at all.
To manage our growth effectively, we must continue to improve our operational, financial, and management systems and controls by, among other things:

effectively attracting, training, integrating, and retaining a large number of new employees, particularly our marketing, engineering and investment operations teams;

further improving our key business systems, processes, and information technology infrastructure, including our and third-party cloud services, to support our business needs;

enhancing our information, training, and communication systems to ensure that our employees are well-coordinated and can effectively communicate with each other and our subscribers; and

improving our internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of our operational and financial results.
If we fail to manage our expansion, implement improvements, or maintain effective internal controls and procedures, our costs and expenses may increase more than we plan and we may lose the ability to increase our subscriber adoption, enhance our existing solutions, develop new solutions, satisfy our subscribers, respond to competitive pressures, or otherwise execute our business plan. If we are unable to manage our growth, our business, financial condition, and results of operations could be materially and adversely affected.
We may experience fluctuations in our quarterly operating results.
We experience fluctuations in our quarterly operating results due to a number of factors, including a change in the number of our subscribers, the level of our expenses, the degree to which we encounter competition in our markets, general economic conditions, the investment market environment, legal or regulatory developments, legislative or policy changes and the ongoing impact of the COVID-19 pandemic. For example, we have in the past experienced an outsized increase in new subscriptions during periods when there is increased publicity, social media activity and consumer interest related to investing-related topics, including cryptocurrency fluctuations and “meme stocks.” In light of these and other external factors beyond our control, results for any period should not be relied upon as being indicative of performance in future periods.
We rely significantly on revenue from subscribers purchasing our subscription plans, and we may not be successful in maintaining the appeal of or expanding those offerings.
To date, the vast majority of our revenue has been derived from subscribers who subscribe to one of our subscription plans. Subscribers can choose between $5, $3 and $1 subscription products. In September 2021, we began migrating away from our entry level $1 subscription product into more premium offerings including a premium individual and family product and removed the legacy basic Invest product from our registration funnel. We will continue to offer basic Invest products to our customers on an as-needed basis through a hardship assistance program, and we may offer promotional pricing from time to time in the future. We significantly rely, and expect to continue to significantly rely, on these subscribers for a substantial majority of our revenue. The introduction of competitors’ offerings with lower prices for consumers, a lack of subscriber satisfaction with our products, fluctuations in prices subscribers are willing to pay for our products, changes in consumer investment habits, including an increase in the use of competitors’ products or offerings, and other factors could resul