SC 13G

NAME OF REPORTING PERSON

Temasek Holdings (Private) Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

0001193125-21-353050.txt : 20211210 0001193125-21-353050.hdr.sgml : 20211210 20211209210629 ACCESSION NUMBER: 0001193125-21-353050 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20211210 DATE AS OF CHANGE: 20211209 GROUP MEMBERS: ELBRUS INVESTMENTS PTE. LTD. GROUP MEMBERS: FULLERTON MANAGEMENT PTE. LTD. GROUP MEMBERS: TEMASEK LIFE SCIENCES PRIVATE LTD GROUP MEMBERS: TLS BETA PTE. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pear Therapeutics, Inc. CENTRAL INDEX KEY: 0001835567 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 854103092 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92635 FILM NUMBER: 211483432 BUSINESS ADDRESS: STREET 1: 200 STATE STREET STREET 2: 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6469322774 MAIL ADDRESS: STREET 1: 200 STATE STREET STREET 2: 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: Thimble Point Acquisition Corp. DATE OF NAME CHANGE: 20201208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13G 1 d243715dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

PEAR THERAPEUTICS, INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

704723105

(CUSIP Number)

December 3, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G


CUSIP No. 704723105		Page 2 of 10

Percentage calculated based on 137,799,218 shares of Class A common stock, par value $0.0001 per share, being the shares of Class A common stock outstanding as of December 3, 2021, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2021.

SCHEDULE 13G


CUSIP No. 704723105		Page 3 of 10

SCHEDULE 13G


CUSIP No. 704723105		Page 4 of 10

SCHEDULE 13G


CUSIP No. 704723105		Page 5 of 10

†

SCHEDULE 13G


CUSIP No. 704723105		Page 6 of 10

‡

SCHEDULE 13G


CUSIP No. 704723105		Page 7 of 10

Item 1(a).

Name of Issuer

Pear Therapeutics, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices

200 State Street, Boston, Massachusetts 02109.

Item 2(a).

Name of Person Filing

This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

(i)

Temasek Holdings (Private) Limited (“Temasek”);

(ii)

Fullerton Management Pte Ltd (“FMPL”);

(iii)

Temasek Life Sciences Private Limited (“TLS”);

(iv)

Elbrus Investments Pte. Ltd. (“Elbrus”); and

(v)

TLS Beta Pte. Ltd. (“TLS Beta”).

Item 2(b).

Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

Item 2(c).

Citizenship

The citizenship of all Reporting Persons is the Republic of Singapore.

Item 2(d).

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share.

Item 2(e).

CUSIP Number

704723105

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

(a)

Amount beneficially owned:

(i) Elbrus directly owns 1,900,000 shares of the Issuer’s Class A Common Stock. Elbrus is a wholly owned subsidiary of TLS, which is a wholly owned subsidiary of FMPL, which is a wholly owned subsidiary of Temasek. Each of TLS, FMPL and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by Elbrus.

SCHEDULE 13G


CUSIP No. 704723105		Page 8 of 10

(ii) TLS Beta directly owns 24,903,573 shares of Issuer’s Class A Common Stock. TLS Beta is a wholly owned subsidiary of TLS, which is a wholly owned subsidiary of FMPL, which is a wholly owned subsidiary of Temasek. Each of TLS, FMPL and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by TLS Beta.

(b)

Percent of class:

See Row 11 of the cover page for each Reporting Person.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person.

(ii)

Shares power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

The response to Item 4(a) is incorporated herein by reference.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SCHEDULE 13G


CUSIP No. 704723105		Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 9, 2021


Temasek Holdings (Private) Limited
By:		/s/ Jason Norman Lee, Authorized Signatory


Fullerton Management Pte Ltd
By:		/s/ Gregory Tan, Director


Temasek Life Sciences Private Limited
By:		/s/ Lim Siew Lee Sherlyn, Director


Elbrus Investments Pte. Ltd.
By:		/s/ Fidah Alsagoff, Authorised Signatory


TLS Beta Pte. Ltd.
By:		/s/ Fidah Alsagoff, Authorised Signatory

SCHEDULE 13G


CUSIP No. 704723105		Page 10 of 10

EXHIBIT INDEX


Exhibit Number		Description

99.1		Joint Filing Agreement by Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd, Temasek Life Sciences Private Limited, Elbrus Investments Pte. Ltd. and TLS Beta Pte. Ltd., dated as of December 9, 2021.

EX-99.1 2 d243715dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

This joint filing agreement (this “Agreement”) is made and entered into as of December 9, 2021, by and among Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd, Temasek Life Sciences Private Limited, Elbrus Investments Pte. Ltd. and TLS Beta Pte. Ltd.

The parties to this Agreement agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, and any and all amendments thereto, and any other document relating thereto required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.


Temasek Holdings (Private) Limited
By:		/s/ Jason Norman Lee, Authorized Signatory


Fullerton Management Pte Ltd
By:		/s/ Gregory Tan, Director


Temasek Life Sciences Private Limited
By:		/s/ Lim Siew Lee Sherlyn, Director


Elbrus Investments Pte. Ltd.
By:		/s/ Fidah Alsagoff, Authorised Signatory


TLS Beta Pte. Ltd.
By:		/s/ Fidah Alsagoff, Authorised Signatory