Pioneer Merger Corp. - FORM S-1/A

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EX-4.4 - EXHIBIT 4.4 - Pioneer Merger Corp.	tm2034020d11_ex4-4.htm

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
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

660 Madison Avenue
New York, New York 10065
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
New York, New York 10065
212-803-9080

(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies:
	Christian O. Nagler James S. Rowe Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800			Alexander D. Lynch, Esq. Corey R. Chivers, Esq. Weil, Gotshal & Manges LLP 767 5th Avenue New York, NY 10153 (212) 310-8000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) 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, please 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(c) 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, 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 Securities Exchange Act of 1934, as amended (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. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2)	40,250,000 units		$	10.00		$	402,500,000		$	43,913.00
Class A ordinary shares included as part of the units(3)	40,250,000 shares			—			—			—(4)
Redeemable warrants included as part of the units(3)	13,416,667 warrants			—			—			—(4)
Total						$	402,500,000		$	43,913.00(5)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.

(2)

Includes 5,250,000 units, consisting of 5,250,000 Class A ordinary shares and 1,750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any.

(3)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends, or similar transactions.

(4)

No fee pursuant to Rule 457(g).

(5)

Previously paid.

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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Pioneer Merger Corp. is filing this Amendment No. 2 to its registration statement on Form S-1 (File No. 333-251556) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) The Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
	1.1	Form of Underwriting Agreement.*
	3.1	Memorandum and Articles of Association.*
	3.2	Form of Amended and Restated Memorandum and Articles of Association.*
	4.1	Specimen Unit Certificate.*
	4.2	Specimen Class A Ordinary Share Certificate.*
	4.3	Specimen Warrant Certificate.*
	4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
	5.1	Opinion of Kirkland & Ellis LLP.*
	5.2	Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.*
	10.1	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
	10.2	Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*
	10.3	Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*
	10.4	Form of Indemnity Agreement.*
	10.5	Form of Administrative Services Agreement between the Registrant and the Sponsor.*
	10.6	Promissory Note, dated as of October 22, 2020, between the Registrant and the Sponsor.*
	10.7	Securities Subscription Agreement, dated October 23, 2020, between the Registrant and the Sponsor.*
	10.8	Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*
	23.1	Consent of WithumSmith+Brown, PC*
	23.2	Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).*
	23.3	Consent of Maples and Calder (included on Exhibit 5.2).*
	99.1	Consent of Mitchell Caplan*
	99.2	Consent of Todd Davis*
	99.3	Consent of Oscar Salazar*

Previously filed.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on the 6th day of January, 2021.

				PIONEER MERGER CORP.
				By:			/s/ Matthew Corey
				Name:			Matthew Corey
				Title:			Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
* Jonathan Christodoro	Chairman	January 6, 2021
* Ryan Khoury	Chief Executive Officer (Principal Executive Officer)	January 6, 2021
/s/ Matthew Corey Matthew Corey	Chief Financial Officer (Principal Financial and Accounting Officer)	January 6, 2021
*By: /s/ Matthew Corey Matthew Corey Attorney-in-Fact

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Pioneer Merger Corp. has signed this registration statement or amendment thereto in New York, New York on January 6, 2021.

				Authorized U.S. Representative
				Pioneer Merger Corp.
				By:			/s/ Ryan Khoury
							Name: Ryan Khoury
							Title: Chief Executive Officer

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Pioneer Merger Corp. - FORM S-1/A - January 6, 2021

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