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 a press release issued
by Acorns Grow Incorporated, a Delaware corporation (“Acorns”) announcing that it held an Analyst Day presentation
virtually on September 15, 2021. Presentation slides will be available on the Company’s website: www.acorns.com. Attached as
Exhibit 99.2 is a transcript of the Analyst Day presentation.
The foregoing (including Exhibits 99.1
and 99.2) 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.
Additional Information
In connection
with the proposed Business Combination between Acorns and Pioneer Merger Corp., a Cayman Islands exempted company ("Pioneer") (the "Business Combination"), Pioneer filed with the U.S. Securities and Exchange Commission
(“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.