Sec Form 13G Filing - SB Global Advisers Ltd filing for Pear Therapeutics Inc. (PEAR) - 2022-02-14

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Pear Therapeutics, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

704723105

(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 Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in 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).

Pear Therapeutics, Inc. (the “Issuer”).

200 State Street, 13th Floor, Boston, MA 02109.

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SB Global Advisers Limited

SoftBank Vision Fund II-2 L.P.

SVF II AIV (DE) LLC

SVF II Cobbler (DE) LLC

The principal business address for SB Global Advisers Limited is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The principal business address for SoftBank Vision Fund II-2 L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The principal business address for each of SVF II AIV (DE) LLC and SVF II Cobbler (DE) LLC is 251 Little Falls Drive, Wilmington, DE 19808.

SB Global Advisers Limited is organized under the laws of England and Wales. SoftBank Vision Fund II-2 L.P. is organized under the laws of Jersey. Each of SVF II AIV (DE) LLC and SVF II Cobbler (DE) LLC is organized under the laws of the State of Delaware.

Class A common stock, par value $0.0001 per share (“Class A Common Stock”).

704723105

Not applicable.

(a-c)

The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer based upon 137,799,218 shares of Class A Common Stock outstanding as of December 3, 2021, as reported in the Issuer’s prospectus filed with the SEC on January 3, 2022.

SVF II Cobbler (DE) LLC is the record holder of 12,100,078 shares of Class A Common Stock. SoftBank Vision Fund II-2 L.P. is the managing member of SVF II AIV (DE) LLC, which is the sole member of SVF II Cobbler (DE) LLC.

SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my 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.

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.

Date: February 14, 2022

LIST OF EXHIBITS