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
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001-39867
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98-1563709
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(State or other jurisdiction
of
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(Commission
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(I.R.S. Employer
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incorporation)
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File Number)
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Identification No.)
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660 Madison Avenue, 19th Floor
New York, NY
(Address
of principal executive offices)
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10065
(Zip Code)
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(212) 803-9080
Registrant’s telephone
number, including area code
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant
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PACXU
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The Nasdaq Stock Market LLC
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Class A Ordinary Shares included as part of the units
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PACX
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The Nasdaq Stock Market LLC
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Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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PACXW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging
growth company x
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 13(a) of the Exchange Act.
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Item 7.01
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Regulation FD Disclosure.
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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.
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Item 8.01
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Other Information.
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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 $8 million for the three months ended June 30, 2020.
Non-GAAP Financial Measures
Pioneer and Acorns believe
EBITDA and Adjusted EBITDA are useful to investors in evaluating Acorns’ financial performance. Pioneer and Acorns believe that
these non-GAAP financial measures provide enhanced insight into Acorns’ ongoing operations for comparisons of its business, as it
removes the effect of certain non-cash items and expenses. These non-GAAP measures may not be the same as measures used by other companies
due to possible differences in methods and in the items or events for which adjustments are made.
Acorns defines EBITDA as earnings
before: (i) interest expense (income), net and changes in fair value of embedded derivatives, (ii) income taxes and (iii) depreciation
and amortization on fixed assets and intangible assets. Acorns defines Adjusted EBITDA as EBITDA adjusted for: (i) in-kind service
amortization of preferred stock issued in exchange for branding, editorial and production services, (ii) stock-based compensation,
(iii) acquisition-related charges and (iv) gains or losses on investment securities.
EBITDA and Adjusted EBITDA
are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and may
be different from non-GAAP financial measures used by other companies. These measures should not be considered as measures of financial
performance under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessing
the financial performance of Acorns. These metrics should not be considered as alternatives to net loss or any other performance measures
derived in accordance with GAAP. The following preliminary unaudited table presents the reconciliation of net loss, the most directly
comparable GAAP measure, to EBITDA and Adjusted EBITDA:
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Three
Months Ended
June 30,
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($ in M)
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2021
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2020
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Net loss
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$
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(30
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)
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$
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(16)
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Non-GAAP adjustments:
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Income tax expense (benefit)
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-
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-
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Depreciation and amortization
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1
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1
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EBITDA
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(29
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)
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(15)
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Non-cash in-kind service amortization of preferred stock
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3
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7
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Stock-based compensation
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3
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1
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(Gain) loss on investment securities
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-
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(1)
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Acquisition-related charges
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3
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-
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Adjusted EBITDA
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$
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(20
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)
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$
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(8)
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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
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: September 15, 2021
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PIONEER MERGER CORP.
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By:
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/s/ Ryan Khoury
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Name:
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Ryan Khoury
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Title:
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Chief Executive Officer
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Acorns Analyst Day
September 2021
Confidential, © 2021 Acorns Grow Incorporated
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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 for information
purposes only.
This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in
connection with the proposed business combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions.
This communication is restricted by law, it is not intended for distribution to, or use by any person in any jurisdiction where such distribution or use would be contrary to local law or regulation.
Forward Looking Statements
This presentation contains “forward-looking statements” – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and
often contain words such as “anticipate,” “believe,” “ budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,’’ “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” “seem,” “seek,” “future,” “outlook,” or
similar expressions. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking
statements include: our ability to achieve or maintain profitability; our expectations and management of future growth; our market opportunity and our ability to estimate the size of our target market; the effects of increased competition as well as
innovations by new and existing competitors in our market; and our ability to retain our existing customers and to increase our number of customers. Forward-looking statements are predictions projections and other statements about future events that are
based on current expectations and assumption and, as a result are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Pioneer’s registration statement on Form S-1, the
Registration Statement on Form S-4 (File No. 333-257305) (the “Form S-4”) filed by Pioneer with the Securities and Exchange Commission (the “SEC”) and other documents filed by Pioneer from time to time with the SEC. Those filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward looking statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statements, and Pioneer and Acorns assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither Pioneer
nor Acorns gives any assurance that either Pioneer or Acorns will achieve its expectations.
Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Pioneer or Acorns following the announcement of the Transaction; (2) the inability to complete the Transaction,
including due to the inability to concurrently close the business combination and the private placement of common stock or due to failure to obtain approval of the stockholders of Pioneer; (3) delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals or complete regular reviews required to complete the Transaction; (4) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the
Transaction; (5) the inability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its key employees; (6) costs related to the Transaction; (7) changes in the applicable laws or regulations; (8) the possibility that the combined company may be adversely affected by other economic, business, and/or
competitive factors; (9) the impact of the global COVID-19 pandemic; and (10) other risks and uncertainties indicated from time to time described in Pioneer’s registration on Form S-1, including those under “Risk Factors” therein, and in Pioneer’s other
filings with the SEC, including the Form S-4.
Pioneer and Acorns caution that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Neither Pioneer nor Acorns undertakes or
accepts any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Use of Projections and Illustrative Presentations
The financial projections, estimates, targets and illustrative presentations in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond
Pioneer’s and Acorns’ control. While all financial projections, estimates, targets and illustrative presentation are necessarily speculative, Pioneer and Acorns believe that the preparation of prospective or illustrative financial information involves increasingly
higher levels of uncertainty the further out the projection, estimate, target or illustrative presentation extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are
subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial
projections, estimates, targets and illustrative presentations in this presentation should not be regarded as an indication that Pioneer and Acorns, or their representatives, considered or consider the financial projections, estimates, targets and illustrative
presentation to be reliable predictions of future events, Further, illustrative presentations are not necessarily based on management projections, estimates, expectations or targets but are presented for illustrative purposes only.
Industry and Market Data
In this presentation, Pioneer and Acorns rely on and refer to publicly available information and statistics regarding market participants in the sectors in which Acorns competes and other industry data. Any comparison of Acorns to the industry or to any of its
competitors is based on this publicly available information and statistics and such comparisons assume the reliability of the information available to Acorns. Acorns obtained this information and statistics from third-party sources, including reports by market
research firms and company filings. While Acorns believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Neither Pioneer nor Acorns has independently verified the
information provided by the third-party sources.
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Confidential, © 2021 Acorns Grow Incorporated
Disclaimer
Use of Data
The data contained herein is derived from various internal and external sources. All of the market data in the presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions.
Further, no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained
herein is not an indication as to future performance. Pioneer and Acorns assume no obligation to update the information in this presentation. Further, the historical financial data included in this presentation were audited on a September 30 year end basis,
but various data is presented on an annualized calendar year end basis by Acorns in accordance with private company AICPA standards. Accordingly, such information and data may not be included in, may be adjusted or may be presented differently in any
proxy statement/consent solicitation statement/prospectus to be filed with the SEC. In addition, this presentation includes estimates of certain financial metrics of Acorns that may differ from Acorns’ actual financial metrics presented in any such proxy
statement/prospectus. Acorns is currently in the process of uplifting its financials to comply with public company and SEC requirements.
Use of Non-GAAP Financial Metrics
This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses. These non-GAAP measures are an addition to, and not a
substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP.
Reconciliations of non-GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this presentation. Acorns believes that these non-GAAP measures of financial results (including on a forward-looking basis)
provide useful supplemental information to investors about Acorns. Acorns’ management uses forward-looking non-GAAP measures to evaluate Acorns’ projected financials and operating performance. However, there are a number of limitations related to
the use of these non-GAAP measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Acorns’ financial measures. In addition, other companies may calculate non-GAAP
measures differently, or may use other measures to calculate their financial performance, and therefore, Acorns’ non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-
looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are
necessary for such reconciliations.
Participation in Solicitation
Participation in Solicitation
Pioneer and Acorns and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Pioneer’s shareholders in connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the names and interests in the proposed business combination of Pioneer’s directors and officers in Pioneer’s filings with the SEC, including Pioneer’s registration statement on Form S-1,
which was originally filed with the SEC on January 12, 2021, and the Form S-4 which was initially filed with the SEC on June 23, 2021. To the extent that holdings of Pioneer’s securities have changed from the amounts reported in Pioneer’s registration
statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to
Pioneer’s shareholders in connection with the proposed business combination is set forth in Form S-4 for the proposed business combination.
Investors and security holders of Pioneer and Acorns are urged to read the Form S-4 and the related proxy statement/consent solicitation statement/prospectus and other relevant documents filed with the SEC carefully and in their entirely when they
become available because they will contain important information about the proposed business combination.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Pioneer and Acorns through the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by Pioneer can be obtained free of charge by directing a written request to Pioneer Merger Corp., 660 Madison Avenue, 19th Floor, New York, New York 10065
Trademarks
This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights
referred to in this presentation may be listed without the TM, SM © or ® symbols, but Pioneer and Acorns will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and
copyrights.
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Confidential, © 2021 Acorns Grow Incorporated
Rich Sullivan
CFO
Agenda and Today’s Speakers
Acorns
Noah Kerner
CEO
Manning Field
CBO
4
James Moorhead
CMO
Agenda
Acorns Overview & Market Opportunity
Noah Kerner, CEO
Reaching and Growing Subscribers
James Moorhead, CMO
Growth Strategy
Manning Field, CBO
Financial Overview and Long-Term Value Creation
Rich Sullivan, CFO
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Confidential, © 2021 Acorns Grow Incorporated
Why We’re Here Today - Acorns’ Path to Becoming a Public Company
Acorns entered business combination agreement with Pioneer Merger Corp. (NASDAQ:
PACX) on May 26, 2021
• Transaction valued Acorns at $2.2 billion pro forma equity value
• Expected to close in second half of 2021
• Acorns expects to trade under the symbol “OAKS” on Nasdaq
Secured backing through a PIPE investment from top-tier investors including Wellington, TPG
and funds and accounts managed by BlackRock
• Combined public company expected to have over $450M cash balance at closing for
organic and inorganic growth
Public listing accelerates Acorns’ ability to deliver financial wellness system to everyday
Americans
5
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Acorns Overview & Market Opportunity
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Confidential, © 2021 Acorns Grow Incorporated
Positioned to address the unmet needs of the largest consumer market in the world: everyday consumers,
including 222M Americans(2)
Category leader and creator in Financial Wellness, with differentiated marketing capabilities, product
positioning and consumer trust with NPS in the 93rd percentile
Acorns Investment Highlights
We believe Acorns is the largest subscription service in US consumer finance today with attractive, recurring
revenues from a base of 4.3M sticky, engaged subscribers with nearly 99% monthly retention(1), and 79%
revenue growth in Q3
Full-stack, scalable infrastructure with gross margin rates currently above 80%+ and significant operating
leverage, managed by an experienced leadership team with deep financial, tech, product and marketing expertise
Opportunity for meaningful ARPU expansion through execution of long-term product roadmap to deliver a
comprehensive money management solution for individuals and families
1
2
3
4
5
7
(1) LTM as of 6/30/21
(2) As of 2020
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Confidential, © 2021 Acorns Grow Incorporated
Acorns Vision
To build a financial wellness system so that individuals and families
responsibly manage and grow their money over the long-term.
An Iron-Clad Mission and Vision
8
Acorns Mission
With benevolence and courage, we look after the financial best interests of the
up-and-coming; beginning with the empowering, proud step of micro-investing.
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Confidential, © 2021 Acorns Grow Incorporated
Jasmine Lee / COO
CFO & COO PayPal Consumer
Business; CFO Xoom
Manning Field / Chief Business Officer
Head of Product & Loyalty at Chase;
invented Chase Sapphire
Ashley Good / Chief Legal Officer
CLO at Arbonne; Latham & Watkins,
JD , Duke, BA & MA, Stanford
An Experienced Team to Scale the Business
Hugh Tamassia / CTO
Chief Architect at JPMorgan Chase,
CTO Chase Card Services
James Moorhead / CMO
CMO Upstart; CMO & COO
MetroMile; CMO Dish Network, P&G
brand leader, BA, Williams College
Patricia Gonzales / Head of HR
Experian, eTrade, CBRE;
BA, Berkeley
9
Rich Sullivan / CFO
VP, Corporate Finance at Twitter; CFO/COO
at STX Entertainment; Deputy CFO at
Dreamworks
Noah Kerner / CEO
4x Entrepreneur; Founder of Noise (top millennial
product/marketing agency) and Say (investor
rights).; Author of Chasing Cool; DJ for JLO.
David Hijirida / President
CEO Simple Finance; Led
Advertising & Payments at Amazon
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Confidential, © 2021 Acorns Grow Incorporated
● Median household income is $50,000-$75,000
● Average age is 34 years old and diverse
● 60% are first-time investors
● 50% are parents
Currently Serving 4.3M Everyday American Subscribers
0% 20% 40% 60% 80% 100%
10% 28% 46% 16%
18-23 24-35 36-50 >50
Age
0% 20% 40% 60% 80% 100%
1% 43% 56%
Male Female Non-binary
Gender
0% 20% 40% 60% 80% 100%
12% 19% 35% 21% 13%
< $25k $25k - $50k $50k - 100k
$100k - $150k > $150k
Household
Income
10
Note: Age and location demographics of investment accounts as of 6/30/21.
HHI, Gender, first time investor demographics from Acorns Customer Profile Research, September 2020
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99% of Americans do not get professional financial advice
Source: 2020 US Census, Market research
(1) Number of people 18 years old and over with no income or less than $100k in income. (US Census 2019). (2) $490/person, represents annual average spend on investing fees based
on average 401K balance fees, average annual bank fees, and credit card interest. 401K balance fees based on the average annual fee of 0.91% multiplied by the median annual
investment in 401Ks (Business Insider, CNBC). Average annual bank fees based on the average annual household bank fees, and the average household size of 2.53 people (Statista,
Census). Average annual credit card interest is calculated using the annual average revolving balance and rate of 16% (Interest.com)
The Market is Massive and Left Out
11
Acorns Subscribers
1.9%
In Need of Help
98.1%
U.S. adults with HHI of <$100k are underserved by the financial services industry
and represent over $100B in potential annual revenue to Acorns today
45% of Americans do not invest in the stock market
222M
(1)
(2)
40% of Americans have less than $400 in emergency savings
56% of Americans fail a basic financial literacy test
73% of Americans die with debt
53% of American parents have no savings or investments for their kids
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Strong Subscriber Growth Since Inception
2015 - Q1 2015 - Q2 2015 - Q3 2015 - Q4 2016 - Q1 2016 - Q2 2016 - Q3 2016 - Q4 2017 - Q1 2017 - Q2 2017 - Q3 2017 - Q4 2018 - Q1 2018 - Q2 2018 - Q3 2018 - Q4 2019 - Q1 2019 - Q2 2019 - Q3 2019 - Q4 2020 - Q1 2020 - Q2 2020 - Q3 2020 - Q4 2021 - Q1 2021 - Q2
$1.78
4265912
4009828
3488635
3355386
3197474
2970395
2677935
2416374
2205228
2004874
1809713
1757147
1560970
1343651
1064580
944904
845002
713135
575244
460003
383562
309812
230341
213713 202259
155807
1M 12 Quarters
2M
7 Quarters
3M 4 Qs
4M 3 Qs
Acorns has 4.3M subscribers today and plans to serve 10M by 2025
12
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Disruptive Product and Business Strategy
13
Personal line Family line
$10 $5 $15
+Products +Benefits +Smarts +Add-ons
$1 $3
+Transactional Revenue
Basic Investing Investing System Holistic System Investing System Holistic System
+Banking and
Retirement
+Debt and Expense
Management
+Total Family
Solution
Assets Debt Debt + Assets Assets Debt Debt + Assets
Tier not yet offered
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Confidential, © 2021 Acorns Grow Incorporated
Three Subscription Tiers Today Offering Significant Value
• Each tier offers a bundle of products that unlock saving, investing, and earning benefits. In depth research
validated the product offering, bundles, and pricing levels (including future tier pricing)
Acorns Lite: Basic investing, education and earning through Acorns Invest, diversified
portfolios built by experts with Round-Ups®, Recurring Investments, dividend
reinvestment, and auto-rebalancing; Acorns Grow, education powered by Acorns and
CNBC; and Acorns Earn, bonus investments from purchases at hundreds of partner stores.
Acorns Personal: Everything in Acorns Lite, plus Acorns Later, a retirement planning
account; Acorns Checking, a bank account and debit card that invests in you; and
Smart Deposit, which automatically invests your paycheck across all products.
Acorns Family: Everything in Acorns Personal, plus Acorns Early, an
investment account for kids, along with family financial literacy, family
rewards, and a gifting feature so extended family members can
contribute.
$1
$3
$5
14
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50%
100%
2018-03 2019-06 2020-09 2021-12E
Premium Tier Mix $1 Tier Mix
Premium Tier Mix
Introduced
Acorns Later
($2/mo)
Introduced Acorns
Family ($5/mo) and
new registration funnel
Introduced
Acorns Personal
($3/mo)
Migration of $1
tier users to $3,
with opt out
Upgrades
50%
New Customers
50%
Upgrades
45%
New Customers
55%
$5 Family
$3 Personal
Customer Breakdown(1)
Proven Success Launching and Driving Premium Tiers Upgrades
15
● As Acorns launches new products and premium tiers, we drive strong shifts in subscriber mix
(1) As of 6/30/21
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CY2018 CY2019 CY2020 LTM 6/30/21
12 Mo Retention Premium Tier Mix
44%
36%
24%
9%
85% 82%
72% 68%
44%
36%
24%
9%
Retention & Premium Tier Mix(2) New Customer Mix(1)
8%
92%
Premium Tier $1 Tier
16
Improving Retention and Tier Upgrade Levels
● Cohorts are sticky and retention improves YoY as we enhance the product, service, and add premium tiers
(1) New customer mix measured by new verified accounts, based on month ending 8/31/21
(2) As of period end
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Sticky Customers, Getting Stickier
17
80%
85%
90%
95%
100%
2019-01 2019-05 2019-09 2020-01 2020-05 2020-09 2021-01 2021-05
Monthly
98.7%
All Cohorts, Total Monthly Retention
● Our total monthly retention is nearly 99%. After the first 12 months, we retain nearly 80% of subscribers for the
next 5 years.
(1) Retention based on net churn, defined as gross churn plus win-backs. 98.7% represents rolling
12 mo. avg. 2019 adjusted to normalize for billing policy changes. (2) Retention is weighted
average across all cohorts since 2014
(1) Monthly Retention After 12 Mos. (2)
25%
50%
75%
100%
12 15 18 21 24 27 30 33 36 39 42 45 48 51 54 57 60 63 66 69 72
5-Year Retention
79%
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18
50%
75%
100%
M0 M2 M4 M6 M8 M10 M12 M14 M16 M18 M20 M22 M24 M26 M28 M30 M32 M34 M36 M38 M40 M42 M44 M46 M48 M50 M52 M54 M56 M58 M60 M62 M64
2016 2017 2018 2019 2020
Cohort Revenue Retention
(1) Revenue by month from the aggregate of all subscribers within that cohort at that point in time
(1)
Revenue Retention Improves as Sticky Customers Upgrade and Engage
● Revenue retention improves each year as we enhance the product and add premium tiers
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19
A Customer Experience Delivering Continuous Value at Each Tier
Growth
Money In
Money Allocated
Money Nurtured
Simple, automated money manager delivering growth
for everyday individuals and families
• Full suite of products, maximizing long term saving &
investing consistently over time
• Easy to set up products; easy to add and allocate money
across products
• Continuously celebrates growth, diversification, milestones,
and compounding potential
• Opportunities to earn and in the future, manage debt, and
get insured
• Advice, education, and community built-in
• Clear pricing, trusted long term relationship
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The Customer Experience in Action - $3 Personal Tier
20
Money In Money Allocated Money Nurtured Money Compounded
Note: Your Potential is an interactive hypothetical value calculator tool
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The Customer Experience in Action - Available at all Tiers
21
Earn (shopping) Earn (jobs) Learn Fee Negotiations
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The Experience is Supported by Experts
Dr. Harry Markowitz
Dr. Richard Thaler
Nobel laureate, 1990 -
Economics
Nobel laureate, 2017 -
Economics
22
• Diversified portfolios
using low-cost ETFs
• Behavioral economics
embedded in product
• Financial education
powered by CNBC
Designed for Growth
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Growth
Money In
Money Allocated
Money Nurtured
23
Using Data Responsibly to Customize the Experience
• Product and investment suitability
• Advice
• Allocation (Smarts)
• Offers
• Active learning
Because Acorns subscribers provide transactional information from
most banks in America, we have unique insight into their financial
needs and behaviors to personalize the experience
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Proprietary Full-Stack Platform Enables Growth and Innovation
24
Being full-stack, Acorns controls its own destiny. Instead of relying
on a fragmented set of third-party service providers, Acorns owns the
investing platform, enabling efficient growth
Financial Wellness System
Broker-Dealer Investment Advisor
Proprietary Investment Platform
Ledger Fractional Share
Engine Rebalancing Engine
Rewards System Taxes KYC | AML | Fraud
Custom Portfolios
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Reaching and Growing Subscribers
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We Serve the Everyday American Consumer
26
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Differentiated Brand and Marketing Unlocks Growth
27
Community Advocates Disruptive Launches Education Platform
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28
Referral Operating System Channels Influencers
Web
Disruption
Diversified Customer Acquisition Strategy Maintains Growth
Subscriber Growth - Growth is driven by a diverse set of go-to-market strategies and tactics reducing our reliance
on any one operating system, channel or partner. 55% of our customer growth has historically come via organic
and word of mouth referral channels, reducing our reliance on paid channels.
Corona Babies
Cricket & Acorns
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High Customer Satisfaction Levels
êêêêê
Ratings and Reviews(1) Net Promoter Score Subscriber Sentiment(2)
4.7
777K Reviews
(1) App Store Rating and Reviews as of 8/31/21
(2) App Store Only, Acorns Proprietary Customer Study with 5,433 respondents
62
-15 Legacy Banks
32 Industry Average
STRONGLY AGREE OR AGREE WITH
THE FOLLOWING STATEMENTS
68%
66%
62%
“I feel that Acorns looks
after my financial best
interests.”
“Using Acorns has
increased my financial
confidence.”
“As a result of using
Acorns, I feel more
hopeful about my future.”
Rank
93%
29
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Growth Strategy
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31
Growth Strategy Summary
● Becoming a public company will unlock our growth potential as we scale to subscribers and ARPU
Existing
Subscriber
Base
Tier
Upgrades Global Growth New Products Strategic M&A New Tier Value
Not to scale or based on priority
New Tiers
Existing Forecast
= Existing Forecast.
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$0
$0
$0
$0
$0
$140 $10
$30
$5
$5
$10
$10
$20
$25
$30
Significant ARPU Upside Exists From Current and Future Product Plan
32
Illustrative Long-Term ARPU Potential Assuming Modest Penetration Rates(1)
(1) Annual revenue per user. Assumes: Total Personal Money Management: $120/year with 20% penetration, Total Family Money Management: $180/year with 10%
penetration, Portfolio Customization: $40/year with 25% penetration, Debit Card Spend: $10/year of interchange fees, Harvest: $30/year with 20% penetration, Earn: $6/year,
Short & Medium Term Loans: $7,500 avg. loan value with 5% net yield with 7.5% penetration, Debt Optimization: $120/year with 10% penetration; All Acorns Management
estimates. Debit Card, Harvest, and Earning are incremental to the base business which explains the different between the penetration assumptions
$0
$0
$0
$0
$0
$10
$30
$5
$5
$10
$10
$20
$25
$30
Premium Tier Expansion
2021E ARPU
$10 Tier: Holistic Personal Money Management
Portfolio Customization
Acorns Checking
(Debit card spend) Harvest by Acorns
(Fee negotiations)
Acorns Earn
Responsible Lending Debt Management LT Potential ARPU
Add-ons Increasing Penetration
$15 Tier: Holistic Family Money Management
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$10 Holistic Money Management Tier
33
$10
Simple and holistic personal money management
so everyday consumers can responsibly manage,
nurture and grow their money. Plus earning, fee
negotiation, responsible lending and custom tier
benefits (e.g. free life insurance)
Invest
Retirement
Banking
Expense
Mgmt
Debt Mgmt
Emergency
Savings
Money Nurtured Growth
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34
Family Opportunity Allows Acorns to Own the Relationship, Cradle to Grave
• Starting at birth, Acorns is building tiers and benefits to help current parents and the next generation build
healthy financial habits and savings.
Early Product is the Anchor of $5 Tier $15 Tier is Holistic Family Money Management
• Launched in June 2020
• Over 10% of subscribers have
adopted this tier, majority of new
subscribers now select this
• Best retention profile of all tiers
• Extended family can gift kids account
• Education for the entire family
• Joint Banking and Investing
• Allowance cards for kids
• Investing for kids
Note: Your Potential is an interactive hypothetical value calculator tool
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35
Strategic M&A to Drive Growth
M&A Track Record Types of Deals We Expect to Pursue
1 Accelerate the rollout of our Premium Tiers
2 Add products and benefits that grow ARPU
3 Expand our geographic footprint
• Powered and accelerated the
launch of our first premium tier
product, Acorns Later
(Nov 2017)
(Feb 2021)
(Mar 2021)
• AI-powered bank fee reduction
negotiation
• Student loan debt repayment
and planning platform
• Applying expertise and IP to our
roadmap
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Acorns Customers Have Little Overlap with Other Fintech Services
36
21%
15% 15%
8%
3% 3%
1% 0% 0%
Fintech and Incumbent Brand Overlap(1)
(1) Incumbent brand overlap drawn from Acorns’ proprietary data 10/2020-6/2021 about the other
financial accounts linked to Acorns
<1% <1% <1%
21%
15% 15%
8%
3% 3%
1% 0% 0%
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Financial Overview & Long-Term Value Creation
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~$28
Annualized ARPU(1)
4.3M
Subscribers
85%
LTM Retention(3)
80%+
Gross Margin Rate
~$120M
Jun 2021 Annualized
Run-Rate Revenue(2)
Acorns by the Numbers
(1) Based on quarter ending 6/30/21
(2) Represents revenue from June 2021 multiplied by 12
(3) Based on total customer retention, as of 6/30/21 38
60%+
2019-2023
Revenue CAGR
40%
2020-2022
ARPU CAGR
44%
Premium Tier Mix(3)
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Q3 6/20 Q2 3/21 Q3 6/21
$28 $27
$21
Q3 YoY Growth
34%
Annualized ARPU
Fiscal Q3 Highlights
39
Subscribers
Q3 6/20 Q2 3/21 Q3 6/21
4.3M
4.0M
3.2M
Q3 YoY Growth
33%
Q3 6/20 Q2 3/21 Q3 6/21
$29M
$26M
$16M
Revenue
Q3 YoY Growth
79%
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How We Generate Revenue Today
Revenue Breakdown
40
Subscription Revenue
Monthly subscription fee based on the
subscriber’s tier choice. High quality recurring
revenue with nearly 99% monthly total subscriber
retention
Transactional Revenue
Transactional revenue from brand partnerships,
debit card interchange fees and bank fee
negotiations. We expect to invest in growing
these revenue sources, especially our banking
product
15-20%
80-85%
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FY19A FY20A FY21E
79% 29% 13%
21%
71%
87%
$1 Tier Premium Tiers
New Subscriber Tier Mix(1)
Improving New Subscriber Tier Mix
Key Takeaways
• Continued funnel optimization
has driven increased
penetration of new subscribers
at premium tiers
• As we launch our $10 and $15
tiers, we expect to see this mix
shift continue to improve,
driving LTV higher
41
(1) New subscriber mix measured by new verified accounts
E=Acorns Management Estimates
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FY19A FY20A FY21E FY22E FY23E
$280M
$185M
$107M
$63M
$40M
’19A-23E CAGR
63%
Revenue
$49M $78M $132M $226M $334M ARR(1)
FY19A FY20A FY21E FY22E FY23E
$45
$41
$27
$21
$19
’19A-23E CAGR
25%
Annualized ARPU
Consistent and Strong Revenue and ARPU Growth
(1) ARR is calculated by taking Sept revenue for each year multiplied by 12
E=Acorns Management Estimates
42
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FY19A FY20A FY21E FY22E FY23E FY24E FY25E FY19A FY20A FY21E FY22E FY23E FY24E FY25E
10.0M
4.4M
3.4M
2.4M
Strong Track Record of Subscriber Growth With Path to 10M
Ending Subscribers Key Takeaways
•
43
’21-’25 CAGR
23%
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FY19A FY20A FY21E FY22E FY23E
LTV LTV:CAC
3.1x
2.7x
$250
$230
$150
$73
$54
3.1x
2.7x
New Subscriber LTV:CAC(1)
Attractive LTV:CAC Profile
(1) LTV and CAC are weighted average for new subscribers. LTV is calculated by using a
discounted cash flow analysis using a 10% discount rate over the customer’s avg. lifetime.
E=Acorns Management Estimates
Key Takeaways
• New registration funnel rolled
out in July 2020 created a step
function improvement in LTV
from improved premium tier mix
• Continued LTV growth driven by
improvement in our new
subscriber tier mix
• The LTV expansion is driving our
acceleration in growth
marketing, but we will remain
disciplined in our approach
44
3.5x 3.5x
3.0x 3.0x
3.5x
3.0x
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FY19A FY20A FY21E FY22E FY23E
86% 86%
83%
75%
71%
High Margins Driven by Scale & ARPU Growth
Gross Margin Key Takeaways
• Scalable full-stack investment
platform enables Acorns to
achieve attractive margins
• Margin expansion driven by
growth in subscriber base and
ARPU expansion from higher
premium tier mix
• Continued focus on cost saving
initiatives has lowered per
subscriber costs by over 20%
since 2019
45
~ ~
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Significant Operating Leverage
46
Adjusted Operating Expenses as % of Revenue
FY19A FY20A FY21E FY22E FY23E
115%
135%
160% 155%
273%
Adjusted Operating Expenses
Key Takeaways Key Takeaways
• Customer acquisition spend is
the largest component of S&M.
Excluding this spend, we would
be profitable on an adjusted
EBITDA basis
• We expect to generate
significant leverage on our
operating expenses while
investing in new products & tiers
46
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Capital Allocation Priorities
47
Acorns expects
~$450M
cash balance
post-close (1)
• Continue to innovate on marketing and
customer acquisition on our path towards
10M subscribers
• Launch additional premium tiers and add-ons
with new products and capabilities
• Create additional features to further the
financial wellness platform
• Accelerate roadmap of our premium tiers
• Add products and benefits that grow ARPU
• Expand our geographic footprint
Grow
Subscribers to
10M
Launch New
Tiers &
Products
Disciplined
Acquisition
Strategy
(1) Cash and cash equivalents assumes $500M net proceeds from transaction with Pioneer Merger Corp.
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Positioned to address the unmet needs of the largest consumer market in the world: everyday consumers,
including 222M Americans(2)
Category leader and creator in Financial Wellness, with differentiated marketing capabilities, product
positioning and consumer trust with NPS in the 93rd percentile
Acorns Investment Highlights
We believe Acorns is the largest subscription service in US consumer finance today with attractive, recurring
revenues from a base of 4.3M sticky, engaged subscribers with nearly 99% monthly retention(1), and 79%
revenue growth in Q3
Full-stack, scalable infrastructure with gross margin rates currently above 80%+ and significant operating
leverage, managed by an experienced leadership team with deep financial, tech, product and marketing expertise
Opportunity for meaningful ARPU expansion through execution of long-term product roadmap to deliver a
comprehensive money management solution for individuals and families
1
2
3
4
5
48
(1) LTM as of 6/30/21
(2) As of 2020
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49
From tiny acorns mighty oaks do grow
Confidential, © 2021 Acorns Grow Incorporated
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Transaction Summary
Transaction Details Pro Forma Ownership
Rollover Shares to Existing Acorns Shareholders
SPAC Public Shareholders
PIPE Investors
Sponsor Shares
66%
19%
10%
5%
Overview • Pioneer Merger Corp. (NASDAQ: PACX) is a publicly-listed special
purpose acquisition company with $403M in cash
• Acorns shareholders can take cash for 10% of their shares, subject to cash
availability
• $165M PIPE raised in conjunction with the transaction, with an additional
$55M already funded at the company level from Declaration / Senator
Capital Structure • $505M of pro forma cash held on the balance sheet
Ownership • 66% existing shareholders; 19% SPAC IPO; 5% sponsor shares; 10%
PIPE investors
• Both the Sponsor and CEO Noah Kerner will contribute a percentage
of their ownership for the benefit of Acorns customers
(1) Based on pro forma equity value less pro forma cash, details on slide 50. (2) Following the Sponsor’s
forfeiture of 3.4M sponsor warrants. (3) Based on cash balance of $57M as of 6/30/21. (4) Does not include
effect of Acorns loyalty share program or liquidity option. Assumes no redemptions by the Pioneer public
shareholders. May not add up to 100% due to rounding 50
(4)
Valuation • Pre-money equity valuation of $1.5B, pro forma equity value of
$2.2Bn, enterprise value of $1.6B, which equates to 12.9x CY2021E
revenue of $126M and 7.8x CY2022E revenue of $207M
• Excludes additional 13.4M of public warrants and 3.4M of sponsor
warrants. (2)
(1)
(4)
(3)
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Transaction Overview
51
Pro Forma Valuation of Transaction at Signing Sources and Uses
(1) All numbers assume no redemptions by public shareholders of Pioneer and no shareholders exercise liquidity option. (2) Contributed Sponsor Promote refers to warrants. (3) Based on
cash balance of $83M as of 3/31/21. (4) Amount between $400mm and $500mm to be determined by the company in consultation with the sponsor. (5) Management projections. (6)
$55M funded at the company level from Declaration / Senator that will convert on the same terms as the PIPE. (7) Based on proceeds from the transaction
Shares (M) Value @ $10.00 Per
Share
Pre-Money Equity Valuation 150.0 $1,500
(+) Pioneer Cash in Trust 40.3 403
(+) Total Cash from PIPE 16.5 165
(+) Conversion of 2021 Notes 5.5 55
(+) Sponsor Promote (Retained) 9.1 91
(+) Sponsor Promote (Contributed)(2) 1.0 10
(-) Secondary Sale (7.3) (73)
Pro Forma Equity Valuation 215.1 $2,151
(+) Pro Forma Corporate Debt and
Preferred Equity --
(-) Pro Forma Cash(3)(4) (548)
Pro Forma Enterprise Value $1,603
Implied Multiples
EV / 2021E Revenue(5) ($126M) 12.7x
EV / 2022E Revenue(5) ($207M) 7.7x
Sources
Pioneer Cash in Trust $403
Total Cash from PIPE 165
2021 Convertible Notes(6) 55
Sponsor Promote (Retained) 91
Sponsor Promote (Contributed) 10
Existing Acorns Shareholders(7) 1,428
Total Sources $2,151
Uses
Cash to Balance Sheet(4)(7) $465
Existing Acorns Shareholders 1,428
Conversion of 2021 Notes 55
Secondary Sale 73
Sponsor Promote (Retained) 91
Sponsor Promote (Contributed) 10
Estimated Transaction Fees 30
Total Uses $2,151
($ in millions) ($ in millions)
(1) (1)
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Illustrative Share Count
52
Category
All figures in M
Share Count as
of 6/30/21
Shares at
$12.50
Shares at
$15.00
Shares at
$17.50
Notes
Public Shares 40.3 40.3 40.3 40.3 Shares held by public shareholders
Former Acorns Shareholders and Preferred
Shareholders 140.8 140.8 140.8 140.8 Held by pre-Business Combination Acorns equity holders
PIPE Shares 16.5 16.5 16.5 16.5 Issued to PIPE investors in connection with the Business
Combination
PIPE Convertible Note Shares 5.8 5.8 5.8 5.8
5.5M shares issued to PIPE Convertible Note investors in connection
with the Business Combination; includes 10% PIK interest on PIPE
Convertible Notes(1)
Sponsor Shares 10.1 10.1 10.1 10.1 Not subject to forfeiture; not in escrow
Basic Shares Outstanding 213.4 213.4 213.4 213.4
Public Shares - Warrants 1.1 3.1 4.6 13.4M public warrants, each exercisable for one Class A ordinary
share at an exercise price of $11.50
Sponsor Shares - Warrants 0.3 0.8 1.1 3.350M private placement warrants, each exercisable for one Class
A ordinary share at an exercise price of $11.50(2)
Fully Diluted Shares Outstanding 213.4 214.8 217.4 219.2
Assumes no redemptions
(1) Assumes Convertible Note execution date of 3/26/21 and deSPAC merger date of 10/31/21; Convertible Note PIKs at 10% per annum, accruing daily and compounding quarterly
(2) Sponsor forfeited an additional 3.350M warrants immediately prior to Closing, pursuant to the Sponsor Warrant Forfeiture Agreement
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LTM Quarterly Financial Results
Quarter Ending (Unaudited)
($ in M) 9/30/20 12/31/20 3/31/21 6/30/21
Ending Subscribers (M) 3.4 3.5 4.0 4.3
Total Revenue $18 $22 $26 $29
Cost of Revenue ($4) ($4) ($5) ($5)
Operating Expenses ($29) ($39) ($50) ($54)
% of Revenue (154%) (181%) (196%) (187%)
Operating Income ($14) ($21) ($29) ($30)
% of Revenue (76%) (99%) (114%) (104%)
Other Income / (Expenses) ($2) $1 $4 ($1)
Income Tax Provision $0 $0 $2 $0
Net Income (Loss) ($16) ($21) ($24) ($30)
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Confidential, © 2021 Acorns Grow Incorporated
Adjusted EBITDA
Fiscal Year Ended September 30 Quarter Ending (Unaudited)
($ in M) 2019A 2020A 9/30/20 12/31/20 3/31/21 6/30/21
Net Loss ($109) ($85) ($16) ($21) ($24) ($30)
Non-GAAP adjustments:
Income tax expense (benefit) $0 $0 $0 $0 ($2) $0
Interest expense (income), net $5 $3 $3 $0 ($1) $1
Depreciation & amortization $1 $2 $0 $0 $1 $1
EBITDA ($103) ($81) ($13) ($20) ($26) ($29)
Non-cash in-kind amortization of preferred $18 $31 $4 $3 $4 $3
Stock-based compensation $10 $5 $1 $9 $2 $3
(Gain) loss on investment securities $0 $1 ($1) ($1) ($2) $0
Acquisition-related charges $0 $0 $0 $0 $1 $2
Adjusted EBITDA ($75) ($44) ($8) ($9) ($22) ($20)
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Confidential, © 2021 Acorns Grow Incorporated
Adjusted Operating Expense Reconciliation
Fiscal Year Ended September 30 Quarter Ending (Unaudited)
($ in M) 2019A 2020A 9/30/20 12/31/20 3/31/21 6/30/21
Total operating expenses $133 $130 $29 $39 $50 $54
Non-GAAP adjustments:
Non-cash in-kind amortization ($18) ($31) ($4) ($3) ($4) ($3)
Stock-based compensation ($10) ($5) ($1) ($9) ($2) ($3)
Acquisition-related expenses $0 $0 $0 $0 ($1) ($2)
Adjusted operating expenses $105 $94 $24 $27 $43 $46
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From tiny acorns mighty oaks do grow
Confidential, © 2021 Acorns Grow Incorporated
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