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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pioneer Merger Corp - Warrants(07/01/2026)
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 14, 2023 |
SC 13G/A 1 d400214dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* PIONEER MERGER CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S24C103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat |
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| February 14, 2023 |
SC 13G 1 pacx20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pioneer Merger Corporation (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G7S24C103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 10, 2023 |
SC 13G/A 1 pacx13ga31dec2022.htm CUSIP NO. G7S24C103 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* PIONEER MERGER CORP. - (Name of Issuer) Class A ordinary shares, par value $0.0001 per |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39867 PIONEER MERGER CORP. (Exact name of registrant as specified in its |
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| January 19, 2023 |
SC 13D/A 1 tm233939d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pioneer Merger Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S24C 103 (CUSIP Number) 667 Madison Avenue, 19th Floor New York, New York, 10065 212-80 |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 Pioneer Merger Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G7S24C103 (CUSIP Number) Jacob Ma-Weaver |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 PIONEER MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39867 98-1563709 (State or other jurisdiction (Commission File Number) |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 18, 2022 |
Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, New York 10065 Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, New York 10065 May 18, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Livingston and David Lin Re: Pioneer Merger Corp. Request for Withdrawal of Registration Statement on Form S-4 File No. 333-257305 Dear Ms. Livington and Mr. Lin: Purs |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 30, 2022 |
Exhibit 21 ? Subsidiaries of the Company ? Pioneer SPAC Merger Sub Inc. |
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| March 30, 2022 |
Description of the Company's Securities* Exhibit 4.2 PIONEER MERGER CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Pioneer Merger Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the compan |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 4, 2022 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PIONEER MERGER CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S24C103 (CUSIP Number) January 24, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Pioneer Merger Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G7S24C103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PIONEER MERGER CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S24C103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 4, 2022 |
40,250,000 CUSIP NO. G7S24C103 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PIONEER MERGER CORP. - (Name of Issuer) Class A ordinary shares, par value $0.0001 per share - (Title of Class of |
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| January 21, 2022 |
SC 13D/A 1 tm224078d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pioneer Merger Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S24C 103 (CUSIP Number) 660 Madison Avenue New York, New York, 10065 212-803-9080 (Name |
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| January 18, 2022 |
Termination Fee Agreement, dated January 3, 2022, between the Sponsor and Acorns. Exhibit 10.1 TERMINATION FEE AGREEMENT This TERMINATION FEE AGREEMENT (the ?Agreement?), dated as of January 3, 2022 (the ?Effective Date?), is entered into by and between PIONEER MERGER SPONSOR LLC, a Cayman Islands limited liability company (?Sponsor?), and ACORNS GROW INCORPORATED, a Delaware corporation (?Company? or ?Acorns?) (each, a ?Party? and collectively, the ?Parties?). RECITALS WHEREAS |
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| January 18, 2022 |
Exhibit 10.2 JOINDER AGREEMENT January 15, 2022 (the ?Effective Date?) This Joinder Agreement (this ?Joinder?) to the Termination Fee Agreement, dated as of January 3, 2022 (the ?Agreement?), by and between PIONEER MERGER SPONSOR LLC, a Cayman Islands limited liability company (?Sponsor?), and ACORNS GROW INCORPORATED, a Delaware corporation (?Company? or ?Acorns?) is entered into effective as of |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2022 PIONEER MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39867 98-1563709 (State or other jurisdiction (Commission File Number) |
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| December 20, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 PIONEER MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39867 98-1563709 (State or other jurisdiction of (Commission Fi |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2021 |
Consent of Navroz Udwadia to be named as a director. Exhibit 99.8 CONSENT TO REFERENCE IN PROXY STATEMENT/ CONSENT SOLICITATION STATEMENT/PROSPECTUS November 10, 2021 Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, NY 10065 Pioneer Merger Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection ther |
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| November 12, 2021 |
Consent of Sarah Jones Simmer to be named as a director. Exhibit 99.2 CONSENT TO REFERENCE IN PROXY STATEMENT/ CONSENT SOLICITATION STATEMENT/PROSPECTUS November 9, 2021 Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, NY 10065 Pioneer Merger Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection there |
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| November 12, 2021 |
As filed with the Securities and Exchange Commission on November 12, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 12, 2021 Registration No. |
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| October 26, 2021 |
Offer Letter, dated September 21, 2021 between Seth Wunder and Acorns Grow Incorporated. Exhibit 10.14 September 21, 2021 Dear Seth, We are delighted to extend this offer of employment to join Acorns Grow Incorporated (?Acorns? or the ?Company?). We are impressed with your background and skills, and we look forward to partnering with you to help guide millions of people down a natural path to financial wellness. The specifics of our offer are as follows: Anticipated Start Date: Octobe |
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| October 26, 2021 |
As filed with the Securities and Exchange Commission on October 26, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 26, 2021 Registration No. |
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| October 26, 2021 |
Offer Letter, dated July 27, 2021, between David Hijirida and Acorns Grow Incorporated. Exhibit 10.13 Revised July 27, 2021 Dear David, We are delighted to extend this offer of employment to join Acorns Grow Incorporated (?Acorns? or the ?Company?). We are impressed with your background and skills, and we look forward to partnering with you to help guide millions of people down a natural path to financial wellness. The specifics of our offer are as follows: Anticipated Start Date: Au |
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| October 26, 2021 |
Offer Letter, dated November 24, 2020, between James Moorhead and Acorns Grow Incorporated. Exhibit 10.15 November 24, 2020 (revised) Dear James, We are delighted to extend this offer of employment to join Acorns Grow Incorporated d/b/a Acorns. We are impressed with your background and skills and we look forward to partnering with you to help guide millions of people down a natural path to financial wellness. The specifics of our offer are as follows: Anticipated Start Date: November 30, |
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| October 26, 2021 |
Offer Letter, dated July 11, 2021, between Rich Sullivan and Acorns Grow Incorporated. Exhibit 10.12 July 11, 2021 Dear Rich, We are delighted to extend this offer of employment to join Acorns Grow Incorporated (?Acorns? or the ?Company?). We are impressed with your background and skills, and we look forward to partnering with you to help guide millions of people down a natural path to financial wellness. The specifics of our offer are as follows: Anticipated Start Date: August 4, 2 |
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| October 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 12, 2021 PIONEER MERGER CORP. |
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| October 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 12, 2021 PIONEER MERGER CORP. |
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| October 12, 2021 |
Exhibit 99.1 Acorns Hires First Chief Investment Officer To Empower Customers To Evolve From Passive Investors to Active Participants IRVINE, Calif. and NEW YORK, Oct. 12, 2021 - Acorns Grow Incorporated ("Acorns"), the investing app that has helped its customers invest more than $9.6 billion, has appointed seasoned investment manager, Seth Wunder, CFA, as its first Chief Investment Officer (CIO) |
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| September 30, 2021 |
Consent of Joanne Bradford to be named as a director. Exhibit 99.2 CONSENT TO REFERENCE IN PROXY STATEMENT/ CONSENT SOLICITATION STATEMENT/PROSPECTUS September 5, 2021 Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, NY 10065 Pioneer Merger Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection ther |
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| September 30, 2021 |
Consent of Varsha Rao to be named as a director. Exhibit 99.6 ? CONSENT TO REFERENCE IN PROXY STATEMENT/ CONSENT SOLICITATION STATEMENT/PROSPECTUS ? September 5, 2021 ? Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, NY 10065 ? Pioneer Merger Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connect |
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| September 30, 2021 |
Consent of John Flynn to be named as a director. Exhibit 99.4 CONSENT TO REFERENCE IN PROXY STATEMENT/ CONSENT SOLICITATION STATEMENT/PROSPECTUS September 5, 2021 Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, NY 10065 Pioneer Merger Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection ther |
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| September 30, 2021 |
Consent of Dana Settle to be named as a director. Exhibit 99.7 ? CONSENT TO REFERENCE IN PROXY STATEMENT/ CONSENT SOLICITATION STATEMENT/PROSPECTUS ? September 5, 2021 ? Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, NY 10065 ? Pioneer Merger Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connect |
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| September 30, 2021 |
Consent of Noah Kerner to be named as a director. Exhibit 99.5 ? CONSENT TO REFERENCE IN PROXY STATEMENT/ CONSENT SOLICITATION STATEMENT/PROSPECTUS ? September 5, 2021 ? Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, NY 10065 ? Pioneer Merger Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connect |
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| September 30, 2021 |
As filed with the Securities and Exchange Commission on September 30, 2021 Table of Contents As filed with the Securities and Exchange Commission on September 30, 2021 Registration No. |
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| September 30, 2021 |
Consent of Brent Callinicos to be named as a director. Exhibit 99.3 CONSENT TO REFERENCE IN PROXY STATEMENT/ CONSENT SOLICITATION STATEMENT/PROSPECTUS September 5, 2021 Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, NY 10065 Pioneer Merger Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection ther |
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| September 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 15, 2021 PIONEER MERGER CORP. |
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| September 15, 2021 |
Filed by Pioneer Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Acorns Grow Incorporated Commission File No.: 001-39867 The following is an article published by CNBC on September 15, 2021, detailing an interview by Noah Kerner, Chief Executive Officer of |
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| September 15, 2021 |
ACORNS HIGHLIGHTS BUSINESS, GROWTH AND PRODUCT PLANS, AND FINANCIALS AT VIRTUAL ANALYST DAY Exhibit 99.1 Filed by Pioneer Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Acorns Grow Incorporated Commission File No.: 001-39867 ACORNS HIGHLIGHTS BUSINESS, GROWTH AND PRODUCT PLANS, AND FINANCIALS AT VIRTUAL ANALYST DAY IRVINE, CA, September 15, 2021 |
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| September 15, 2021 |
Exhibit 99.1 Acorns Analyst Day September 2021 Confidential, ? 2021 Acorns Grow Incorporated Confidential, ? 2021 Acorns Grow Incorporated Disclaimer Disclosures This presentation (the ?presentation?) has been prepared for use by Pioneer Merger Corp. (?Pioneer?) and Acorns Grow Incorporated (?Acorns?) in connection with their proposed business combination (the ?Transaction?). This presentation is |
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| September 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 15, 2021 PIONEER MERGER CORP. |
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| September 15, 2021 |
Acorns Analyst Day Presentation Webcast Transcript September 15, 2021 Exhibit 99.2 Filed by Pioneer Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Acorns Grow Incorporated Commission File No.: 001-39867 Acorns Analyst Day Presentation Webcast Transcript September 15, 2021 C O R P O R A T E P A R T I C I P A N T S Jay Li, He |
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| September 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 15, 2021 PIONEER MERGER CORP. |
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| September 15, 2021 |
425 1 tm2116619d21425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 15, 2021 PIONEER MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39867 98-1563709 (State or other jurisdic |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 11, 2021 |
Offer Letter, dated July 11, 2021, between Rich Sullivan and Acorns Grow Incorporated. Exhibit 10.12 July 11, 2021 Dear Rich, We are delighted to extend this offer of employment to join Acorns Grow Incorporated (?Acorns? or the ?Company?). We are impressed with your background and skills, and we look forward to partnering with you to help guide millions of people down a natural path to financial wellness. The specifics of our offer are as follows: Anticipated Start Date: August 4, 2 |
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| August 11, 2021 |
Exhibit 99.1 Acorns Hires Twitter Executive Rich Sullivan As Chief Financial Officer Announcement comes as the company prepares for its expected public listing this fall IRVINE, Calif. and NEW YORK, August 11, 2021 - Acorns Grow Incorporated ("Acorns"), the saving and investing app that has helped its customers invest more than $9.6 billion, has appointed veteran finance executive, Rich Sullivan, |
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| August 11, 2021 |
Exhibit 4.4 CERTIFICATE OF CORPORATE DOMESTICATION OF PIONEER MERGER CORP. Pursuant to Section 388 of the General Corporation Law of the State of Delaware (the ?DGCL?) Pioneer Merger Corp., presently a Cayman Islands exempted company limited by shares (the ?Company?), DOES HEREBY CERTIFY: 1. The Company was first incorporated on October 21, 2020 under the laws of the Cayman Islands. 2. The name of |
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| August 11, 2021 |
Form of Proxy for Extraordinary General Meeting. Exhibit 99.1 PRELIMINARY PROXY CARD SUBJECT TO COMPLETION Pioneer Merger Corp. 660 Madison Avenue, 19th Floor New York, New York 10065 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PIONEER MERGER CORP. YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON , 2021. The undersigned, revoking any previous proxies |
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| August 11, 2021 |
Exhibit 99.1 Acorns Hires Twitter Executive Rich Sullivan As Chief Financial Officer Announcement comes as the company prepares for its expected public listing this fall IRVINE, Calif. and NEW YORK, August 11, 2021 - Acorns Grow Incorporated ("Acorns"), the saving and investing app that has helped its customers invest more than $9.6 billion, has appointed veteran finance executive, Rich Sullivan, |
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| August 11, 2021 |
Offer Letter, dated July 27, 2021, between David Hijirida and Acorns Grow Incorporated. Exhibit 10.13 Revised July 27, 2021 Dear David, We are delighted to extend this offer of employment to join Acorns Grow Incorporated (?Acorns? or the ?Company?). We are impressed with your background and skills, and we look forward to partnering with you to help guide millions of people down a natural path to financial wellness. The specifics of our offer are as follows: Anticipated Start Date: Au |
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| August 11, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 11, 2021 PIONEER MERGER CORP. |
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| August 11, 2021 |
As filed with the Securities and Exchange Commission on August 11, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 11, 2021 Registration No. |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 11, 2021 PIONEER MERGER CORP. |
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| July 7, 2021 |
EX-99.1 2 tm2116619d13ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Three Experts Offer Fintech App Marketing Tips You Can Bank On Peggy Anne Salz Senior Contributor Enterprise & Cloud Economic life this summer is picking up at such a rapid pace that The Guardian recently compared the rebound to the Roaring 20s, when "people came out from the gloom of a devastating flu pandemic and a global war to foxtrot |
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| July 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 7, 2021 PIONEER MERGER CORP. |
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| July 7, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 7, 2021 PIONEER MERGER CORP. |
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| July 7, 2021 |
Exhibit 99.1 Three Experts Offer Fintech App Marketing Tips You Can Bank On Peggy Anne Salz Senior Contributor Enterprise & Cloud Economic life this summer is picking up at such a rapid pace that The Guardian recently compared the rebound to the Roaring 20s, when "people came out from the gloom of a devastating flu pandemic and a global war to foxtrot and make merry." People are out, about and cel |
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| June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 23, 2021 PIONEER MERGER CORP. |
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| June 24, 2021 |
CNN Markets Now Interview with Noah Kerner Exhibit 99.1 CNN Markets Now Interview with Noah Kerner CNN 0:00 One of the most recently announced deals, saving and investing app Acorns will go public by merging with Pioneer Merger Corp., a corporation. The $2.2 billion deal is expected to close in the back half of the year. Noah Kerner is the CEO of Acorns and he joins me live. Great to see you Noah. Noah Kerner Great to be here, thanks for h |
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| June 24, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 23, 2021 PIONEER MERGER CORP. |
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| June 23, 2021 |
Power of Attorney (see page II-5 of the original filing of this Registration Statement on Form S-4). TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 22, 2021 Registration No. |
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| June 23, 2021 |
EX-4.6 2 tm2116619d4ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 26, 2021 (the “Effective Date”) by and among Acorns Grow Incorporated, a Delaware corporation (the “Company”), and the individuals and entities listed on the Schedule of Lenders attached hereto (individually, a “Lender” and collectively, |
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| June 23, 2021 |
Exhibit 10.11 SPONSOR LOCK-UP AGREEMENT This SPONSOR LOCK-UP AGREEMENT (this ?Agreement?), dated as of May 26, 2021, is made by and among (i) Pioneer Merger Corp, a Cayman Islands exempted company (?Pioneer?), (ii) Alpha Wave Ventures, LP, a Cayman Islands limited partnership (the ?Supporting Sponsor Shareholder?) and holder of Class A ordinary shares, par value $0.0001 per share, Class B ordinary |
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| June 15, 2021 |
EX-99.1 2 tm2116619d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Dear Investor: We recently announced the news that we are planning to become a publicly traded company. We’re not there yet, but in this part of the process, we are required to share a legal notice with you regarding changes to your Advisory Agreement. Please carefully read the details below. Remember, this does not impact your Acorns app o |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2021 PIONEER MERGER CORP. |
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| June 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2021 PIONEER MERGER CORP. |
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| June 15, 2021 |
EX-99.2 3 tm2116619d5ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 I got an email saying I need to consent to the assignment of my advisory agreement - what does that mean? We recently announced that we intend to become a public company later this year through a business combination with Pioneer Merger Corp., a publicly traded special purpose acquisition company. When it is complete, this transaction will |
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| June 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PIONEER MERGER CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S24C103** (CUSIP Number) June 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| June 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pioneer Merger Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S24C 103 (CUSIP Number) 660 Madison Avenue New York, New York, 10065 212-803-9080 (Name, Address and Telephone Number of Person |
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| May 27, 2021 |
EX-99.3 6 tm2116619d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Acorns in a Nutshell May 2021 Confidential, © 2021 Acorns Grow Incorporated Disclosures This presentation (the “presentation”) has been prepared for use by Pioneer Merger Corp. (“Pioneer”) and Acorns Grow Incorporated (“Acorns”) in connection with their proposed business combination (the “Transaction”). This presentation is for information |
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| May 27, 2021 |
Project Oak Webcast Transcript Exhibit 99.2 Project Oak Webcast Transcript C O R P O R A T E P A R T I C I P A N T S Jonathan Christodoro, Chairman, Pioneer Merger Corp. Noah Kerner, Chief Executive Officer, Acorns Manning Field, Chief Business Officer and Chief Executive Officer, Acorns Securities Jasmine Lee, Chief Financial Officer, Chief Operating Officer Acorns P R E S E N T A T I O N Operator Good morning, ladies and gent |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 26, 2021 PIONEER MERGER CORP. |
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| May 27, 2021 |
ACORNS, THE LARGEST SUBSCRIPTION SERVICE IN CONSUMER FINANCE, TO BECOME PUBLICLY TRADED COMPANY Exhibit 99.1 ACORNS, THE LARGEST SUBSCRIPTION SERVICE IN CONSUMER FINANCE, TO BECOME PUBLICLY TRADED COMPANY ? 4+ million loyal everyday American subscribers, expected to grow to 10 million by 2025 ? 2X subscriber base growth since 2019, with high premium tier sign-up rates and attractive operating gross margins ? Acorns to enter business combination agreement with Pioneer Merger Corp. ? Instituti |
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| May 27, 2021 |
Form of Subscription Agreement (Other) Exhibit 10.4 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between Pioneer Merger Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (?SPAC?), and the undersigned sub |
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| May 27, 2021 |
? Exhibit 2.1 ? BUSINESS COMBINATION AGREEMENT ? BY AND AMONG ? PIONEER MERGER CORP., ? PIONEER SPAC MERGER SUB INC., ? AND ? ACORNS GROW INCORPORATED ? DATED AS OF MAY 26, 2021 ? ? ? ? TABLE OF CONTENTS ? Page ? Article?1 CERTAIN DEFINITIONS 4 Section?1.1??? Definitions 4 ? ? Article?2 CLOSING TRANSACTIONS 25 Section?2.1??? Closing Transactions 25 Section?2.2??? Closing of the Transactions Contem |
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| May 27, 2021 |
425 1 tm2116619d2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 26, 2021 PIONEER MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39867 98-1563709 (State or other jurisdiction of |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39867 SEC FILE NUMBER G7S24C 103 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ?Form 11-K x Form 10-Q and Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran |
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| March 31, 2021 |
Exhibit 14.1 PIONEER MERGER CORP. CODE OF ETHICS 1. Introduction The Board of Directors of Pioneer Merger Corp. has adopted this code of ethics (the ?Code?), which is applicable to all directors, officers and employees, to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ? promote the |
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| March 31, 2021 |
Exhibit 21 Subsidiaries of the Company None. |
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| March 31, 2021 |
10-K 1 tm2111151d110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PIONEER MERGER |
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| February 25, 2021 |
Exhibit 99.1 Pioneer Merger Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 1, 2021 New York, New York, February 25, 2021— Pioneer Merger Corp. (Nasdaq: PACXU) (the “Company”) announced today that, commencing March 1, 2021, holders of the units sold in the Company’s initial public offering of 40,250,000 units, completed on January 12, 2021, may ele |
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| February 25, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm217953d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 PIONEER MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39867 98-1563709 (State or oth |
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| February 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pioneer Merger Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S24C 103 (CUSIP Number) 660 Madison Avenue, 19th Floor New York, New York, 10065 212-803-9080 (Name, Address and Telephone Number o |
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| January 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Pioneer Merger Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G7S24C129 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| January 19, 2021 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 PIONEER MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39867 98-1563709 (State or other jurisdiction of incorporation |
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| January 19, 2021 |
Exhibit 99.1 PIONEER MERGER CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Pioneer Merger Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Pioneer Merger Corp. (the "Company") as of |
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| January 14, 2021 |
Administrative Services Agreement between the Company and the Sponsor (1) Exhibit 10.5 PIONEER MERGER CORP. 660 Madison Avenue New York, NY 10065 January 12, 2021 Pioneer Merger Sponsor LLC 660 Madison Avenue New York, NY 10065 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities |
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| January 14, 2021 |
Underwriting Agreement between the Company and Citigroup Global Markets Inc. Exhibit 1.1 Pioneer Merger Corp. 35,000,000 Units1 UNDERWRITING AGREEMENT New York, New York January 7, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As the Representative Ladies and Gentlemen: Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedul |
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| January 14, 2021 |
EX-10.4 8 tm213097d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 January 12, 2021 Pioneer Merger Corp. c/o Falcon Edge Capital 660 Madison Avenue New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pioneer Merger Cor |
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| January 14, 2021 |
Private Placement Warrants Purchase Agreement between the Company and the Sponsor Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 7, 2021, is entered into by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Pioneer Merger Sponsor LLC, a Cayman Islands lim |
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| January 14, 2021 |
8-K 1 tm213097d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2021 PIONEER MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39867 98-1563709 (State or other |
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| January 14, 2021 |
EX-10.2 6 tm213097d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 12, 2021 by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s reg |
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| January 14, 2021 |
Amended and Restated Memorandum and Articles of Association Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Pioneer Merger Corp. (ROC #367259) (the "Company") TAKE NOTICE that by written resolution of the shareholders of the Company dated 4 January 2021 and effective on 7 January 2021, the following special resolution was passed: Adoption of Amended and Restated Memorandum and Articles of Asso |
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| January 14, 2021 |
EX-10.3 7 tm213097d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2021, is made and entered into by and among Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), Pioneer Merger Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor” |
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| January 14, 2021 |
Exhibit 4.1 WARRANT AGREEMENT PIONEER MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 12, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January 12, 2021, is by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant |
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| January 11, 2021 |
Pioneer Merger Corp. $350,000,000 35,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No.333-251556 P R O S P E C T U S Pioneer Merger Corp. $350,000,000 35,000,000 Units Pioneer Merger Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or mor |
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| January 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PIONEER MERGER CORP. |
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| January 6, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT PIONEER MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHERE |
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| January 6, 2021 |
300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200 January 6, 2021 VIA EDGAR Irene Barberena-Meissner Office of Energy and Transportation Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Pioneer Merger Corp. Registration Statement on Form S-1 Filed December 21, 2020 Amendment No. 1 to Reg |
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| January 6, 2021 |
CORRESP 1 filename1.htm January 6, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Irene Barberena-Meissner Re: Pioneer Merger Corp. Registration Statement on Form S-1 Filed December 21, 2020, as amended File No. 333-251556 Dear Ms. Barberena-Meissner: Pursuant to Rule 461 of the General Rules and |
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| January 6, 2021 |
Pioneer Merger Corp. 660 Madison Avenue New York, New York 10065 January 6, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Irene Barberena-Meissner Re: Pioneer Merger Corp. Registration Statement on Form S-1 File No. 333-251556 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amen |
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| January 6, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 6, 2021 under the Securities Act of 1933, as amended. No. 333-251556 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pioneer Merger Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1563709 |
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| December 30, 2020 |
Memorandum and Articles of Association. Exhibit 3.1 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PIONEER MERGER CORP. Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PIONEER MERGER CORP. The name of the Company is Pioneer Merger Corp. The Registered Office o |
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| December 30, 2020 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Pioneer Merger Corp. Incorporated Under the Laws of the Cayman Islands CUSIP G7S24C 111 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) (the “Wa |
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| December 30, 2020 |
Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are provided with adequate |
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| December 30, 2020 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-25155 |
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| December 30, 2020 |
Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), Pioneer Merger Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the |
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| December 30, 2020 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], is entered into by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Pioneer Merger Sponsor LLC, a Cayman Islands limited liabili |
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| December 30, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 Pioneer Merger Corp. 35,000,000 Units1 UNDERWRITING AGREEMENT New York, New York [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As the Representative Ladies and Gentlemen: Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I he |
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| December 30, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 30, 2020 under the Securities Act of 1933, as amended. No. 333-251556 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pioneer Merger Corp. (Exact name of registrant as specified in its charter) Cayman Isl |
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| December 30, 2020 |
EX-4.2 6 tm2034020d7ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES PIONEER MERGER CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G7S24C 103 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF PIONEER MERG |
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| December 30, 2020 |
Promissory Note, dated as of October 22, 2020, between the Registrant and the Sponsor. Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 30, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT PIONEER MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHERE |
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| December 30, 2020 |
Securities Subscription Agreement, dated October 23, 2020, between the Registrant and the Sponsor. Exhibit 10.7 Pioneer Merger Corp. 660 Madison Avenue New York, NY 10065 October 23, 2020 Pioneer Merger Sponsor LLC 660 Madison Avenue New York, NY 10065 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on October 23, 2020 by and between Pioneer Merger Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Pioneer |
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| December 30, 2020 |
Form of Administrative Services Agreement between the Registrant and the Sponsor. Exhibit 10.5 PIONEER MERGER CORP. 660 Madison Avenue New York, NY 10065 [●] Pioneer Merger Sponsor LLC 660 Madison Avenue New York, NY 10065 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Pioneer Me |
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| December 30, 2020 |
Exhibit 10.8 [●] Pioneer Merger Corp. c/o Falcon Edge Capital 660 Madison Avenue New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”) and |
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| December 30, 2020 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Pioneer Merger Corp. CUSIP G7S24C 129 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary S |
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| December 30, 2020 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Pioneer Merger Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Pioneer Merger Corp. |
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| December 21, 2020 |
EX-99.1 3 tm2034020d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF MITCHELL CAPLAN Pioneer Merger Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned her |
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| December 21, 2020 |
Exhibit 99.3 CONSENT OF OSCAR SALAZAR Pioneer Merger Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration |
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| December 21, 2020 |
300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200 December 21, 2020 VIA EDGAR Irene Barberena-Meissner Office of Energy and Transportation Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Pioneer Merger Corp. Draft Registration Statement on Form S-1 Confidentially Submitted November 2, 2 |
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| December 21, 2020 |
Exhibit 99.2 CONSENT OF TODD DAVIS Pioneer Merger Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration St |
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| December 21, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 21, 2020 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pioneer Merger Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-156 |
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| November 2, 2020 |
TABLE OF CONTENTS As confidentially submitted to the U.S. Securities and Exchange Commission on October 30, 2020. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FO |
