PIONEER MERGER CORP.

PACX
Delayed Quote. Delayed  - 09/23 03:50:25 pm
9.921USD -0.09%

PIONEER MERGER CORP. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

09/15/2021 | 09:33am

Item 7.01 Regulation FD Disclosure.



Attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current
Report"), and incorporated into this Item 7.01 by reference, is an Analyst Day
presentation being used in connection with the proposed business combination
(the "Business Combination"), between Pioneer Merger Corp., a Cayman Islands
exempted company ("Pioneer"), and Acorns Grow Incorporated, a Delaware
corporation ("Acorns").



The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be
subject to the liabilities of that section, nor will it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act.





Item 8.01 Other Information.





Pioneer is providing the following brief summary of certain preliminary
financial results for the three months ended June 30, 2021 for Acorns.



Acorns' preliminary financial results for the three months ended June 30, 2021,
includes revenue of approximately $29 million, as compared to approximately $16
million
for the three months ended June 30, 2020. For the three months ended
June 30, 2021, Acorns' preliminary net loss was approximately $30 million, as
compared to approximately $16 million for the three months ended June 30, 2020.
For the three months ended June 30, 2021, Acorns' preliminary annual revenue per
user was approximately $28, as compared to approximately $21 for the three
months ended June 30, 2020. For the three months ended June 30, 2021, Acorns'
preliminary Adjusted EBITDA was approximately negative $20 million, as compared
to approximately negative $8 million for the three months ended June 30, 2020.






Non-GAAP Financial Measures




Pioneer and Acorns believe EBITDA and Adjusted EBITDA are useful to investors in
evaluating Acorns' financial performance. Pioneer and Acorns believe that these
non-GAAP financial measures provide enhanced insight into Acorns' ongoing
operations for comparisons of its business, as it removes the effect of certain
non-cash items and expenses. These non-GAAP measures may not be the same as
measures used by other companies due to possible differences in methods and in
the items or events for which adjustments are made.



Acorns defines EBITDA as earnings before: (i) interest expense (income), net and
changes in fair value of embedded derivatives, (ii) income taxes and
(iii) depreciation and amortization on fixed assets and intangible assets.
Acorns defines Adjusted EBITDA as EBITDA adjusted for: (i) in-kind service
amortization of preferred stock issued in exchange for branding, editorial and
production services, (ii) stock-based compensation, (iii) acquisition-related
charges and (iv) gains or losses on investment securities.



EBITDA and Adjusted EBITDA are not prepared in accordance with generally
accepted accounting principles in the United States ("GAAP") and may be
different from non-GAAP financial measures used by other companies. These
measures should not be considered as measures of financial performance under
GAAP, and the items excluded from or included in these metrics are significant
components in understanding and assessing the financial performance of Acorns.
These metrics should not be considered as alternatives to net loss or any other
performance measures derived in accordance with GAAP. The following preliminary
unaudited table presents the reconciliation of net loss, the most directly
comparable GAAP measure, to EBITDA and Adjusted EBITDA:






Three Months Ended
June 30,
($ in M) 2021 2020
Net loss $ (30 ) $ (16)
Non-GAAP adjustments:
Income tax expense (benefit) - -
Depreciation and amortization 1 1
EBITDA (29 ) (15)
Non-cash in-kind service amortization of preferred stock 3 7
Stock-based compensation 3 1
(Gain) loss on investment securities - (1)
Acquisition-related charges 3 -
Adjusted EBITDA $ (20 ) $ (8)











These results are unaudited and do not present all information necessary for an
understanding of Acorns' results of operations for the three months ended
June 30, 2021. See "Cautionary statement about forward looking information,"
"Risk factors," "Acorns' Management's Discussion and Analysis of Financial
Condition and Results of Operations," and Acorns' financial statements and
related notes included in the preliminary proxy statement relating to the
Business Combination filed by the Company with the U.S. Securities and Exchange
Commission
("SEC").






Additional Information




In connection with the proposed Business Combination between Acorns and Pioneer,
Pioneer filed with the SEC a Registration Statement on Form S-4 (the
"Registration Statement"), including a preliminary proxy statement and
prospectus. Pioneer will mail a definitive proxy statement/final prospectus and
other relevant documents to its shareholders. This communication is not a
substitute for the Registration Statement, the definitive proxy statement/final
prospectus or any other document that Pioneer will send to its shareholders in
connection with the Business Combination. Investors and security holders of
Pioneer are advised to read the preliminary proxy statement/prospectus and, when
available, any amendments thereto, the definitive proxy statement/final
prospectus and other documents filed in connection with Pioneer's solicitation
of proxies for its extraordinary general meeting of shareholders to be held to
approve the Business Combination (and related matters) because the definitive
proxy statement/final prospectus will contain important information about the
Business Combination and the parties to the Business Combination. After the
Registration Statement is declared effective, the definitive proxy
statement/final prospectus to be included in the Registration Statement will be
mailed to shareholders of Pioneer as of a record date to be established for
voting on the Business Combination. Shareholders will also be able to obtain
copies of the Registration Statement, including the preliminary proxy
statement/prospectus and, when available, any amendments thereto, the definitive
proxy statement/final prospectus and other documents filed with the SEC without
charge at the SEC's website at www.sec.gov or by directing a request to: 660
Madison Avenue
, 19th Floor, New York, New York 10065.



Participants in the Solicitation



Pioneer, Acorns and their respective directors, executive officers, other
members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Pioneer's shareholders in
connection with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests in the
Business Combination of Pioneer's directors and officers in Pioneer's filings
with the SEC, including Pioneer's Form 10-K for the year ended December 31,
2020
, the Registration Statement filed with the SEC by Pioneer, which includes
the preliminary proxy statement of Pioneer for the Business Combination, and
such information and names of Acorns' directors and executive officers will also
be in an Amendment to the Registration Statement to be filed with the SEC by
Pioneer, which will include the definitive proxy statement of Pioneer for the
Business Combination. These documents can be obtained free of charge at the
SEC's website at www.sec.gov or by directing a request to: 660 Madison Avenue,
19th Floor, New York, New York 10065.












Forward Looking Statements




Certain statements made herein are not historical facts but are forward-looking
statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act that are based on beliefs and assumptions and on
information currently available. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate," "continue,"
"ongoing," "target," "anticipate," "intend," "expect," "could," "should,"
"would," "plan," "predict," "potential," "project," "seem," "seek," "future,"
"outlook" or the negative or plural of these words, or other similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters, although not all forward-looking statements contain these
words. These forward-looking statements include, but are not limited to,
statements regarding future events, the Business Combination between Pioneer and
Acorns, the estimated or anticipated future results and benefits of the combined
company following the Business Combination, including the likelihood and ability
of the parties to successfully consummate the Business Combination, future
opportunities for the combined company, and other statements that are not
historical facts. These statements are based on the current expectations of
Pioneer's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on, by any investor as a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Pioneer and Acorns. These statements are subject to a
number of risks and uncertainties regarding Pioneer's businesses and the
Business Combination, and actual results may differ materially. These risks and
uncertainties include, but are not limited to, general economic, political and
business conditions; the inability of the parties to consummate the Business
Combination; the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the Business Combination; the receipt
of an unsolicited offer from another party for an alternative business
transaction that could interfere with the Business Combination; the risk that
the approval of the shareholders of Pioneer or Acorns for the potential
transaction is not obtained; failure to realize the anticipated benefits of the
Business Combination, including as a result of a delay in consummating the
potential transaction or difficulty in integrating the businesses of Pioneer and
Acorns; the risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the Business
Combination; the ability of the combined company to grow and manage growth
profitably and retain its key employees; the amount of redemption requests made
by Pioneer's shareholders; the inability to obtain or maintain the listing of
the post-acquisition company's securities on Nasdaq following the Business
Combination; costs related to the Business Combination; and those to be included
under the heading "Risk Factors" in the Registration Statement filed with the
SEC and those included under the heading "Risk Factors" in the annual report on
Form 10-K for year ended December 31, 2020 of Pioneer and other of Pioneer's
filings with the SEC. There may be additional risks that Pioneer presently does
not know or that Pioneer currently believes are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements provide Pioneer's expectations, plans or
forecasts of future events and views as of the date of this communication.
Pioneer anticipates that subsequent events and developments will cause Pioneer's
assessments to change. However, while Pioneer may elect to update these
forward-looking statements at some point in the future, Pioneer specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing Pioneer's assessments as of any date subsequent
to the date of this communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements.






Disclaimer




This communication is for informational purposes only. This communication is not
a proxy statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Business Combination and does not
constitute an offer to sell or a solicitation of an offer to buy any securities
of Pioneer or Acorns, nor shall there be any sale, issuance or transfer of any
such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities
Act.



Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number Description
99.1 Analyst Day Presentation, dated September 15, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRLdocument)

© Edgar Online, source Glimpses

© Acquiremedia 2021
Copier lien
All news about PIONEER MERGER CORP.
09/15
09/15
09/15
08/13
08/11