Item 1.01 Entry into a Material Definitive Agreement



On January 3, 2023, Pear Therapeutics, Inc. (the "Company") entered into an At
The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co.,
LLC ("Wainwright") and Virtu Americas LLC ("Virtu" and, collectively with
Wainwright, the "Managers" and each, a "Manager"), pursuant to which the Company
may offer and sell, from time to time through the Managers, shares of the
Company's Class A common stock, par value $0.0001 per share ("Common Stock"),
for aggregate gross proceeds of up to $150 million (the "Shares"). The issuance
and sale, if any, of Common Stock by the Company under the ATM Agreement is
subject to the effectiveness of the Company's registration statement on Form S-3
(File No. 333-269097) (the "Registration Statement"), filed with the Securities
and Exchange Commission on January 3, 2022. The Company makes no assurances as
to whether the Registration Statement will become effective or, if it does
become effective, as to the continued effectiveness of the Registration
Statement.

Pursuant to the ATM Agreement, the Manager selected by the Company (such
Manager, the "Designated Manager") may sell the Shares in sales deemed to be
"at-the-market" equity offerings as defined in Rule 415 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), including sales made
directly on or through the Nasdaq Capital Market. If agreed to in a separate
terms agreement, the Company may sell Shares to a Manager selected by the
Company as principal, at a purchase price agreed upon by such Manager and the
Company. The Designated Manager may also sell Shares in negotiated transactions
with the Company's prior approval. The offer and sale of the Shares pursuant to
the ATM Agreement will terminate upon the earlier of (a) the issuance and sale
of all of the Shares subject to the ATM Agreement or (b) the termination of the
ATM Agreement by the Managers or the Company pursuant to the terms thereof. The
Company has no obligation to sell any of the Shares, and may at any time suspend
offers under the Agreement or terminate the Agreement.

The Company has agreed to pay the Designated Manager a commission of up to 3.0%
of the aggregate gross proceeds from any Shares sold by the Designated Manager
and to provide the Managers with customary indemnification and contribution
rights, including for liabilities under the Securities Act. The Company also
will reimburse the Managers for certain specified expenses in connection with
entering into the ATM Agreement. The ATM Agreement contains customary
representations and warranties and conditions to the placements of the Shares
pursuant thereto.

The ATM Agreement contains customary representations, warranties and agreements
by the Company, and indemnification obligations of the Company and the Managers
and other obligations of the parties.

The foregoing summary of the ATM Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the ATM Agreement,
which is attached as an exhibit to the Registration Statement and incorporated
by reference into this Item 1.01.

This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the Shares, nor shall there be any offer,
solicitation, or sale of the Shares in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.               Description

1.1                         At the Market Offering Agreement by and among Pear Therapeutics, Inc.,
                          H.C. Wainwright & Co., LLC and Virtu Americas

LLC, dated January 3, 2023


                          (incorporated by reference to Exhibit 1.2 to the

Company's Registration


                          Statement on Form S-3 filed with the Securities

and Exchange Commission on

January 3, 2023)

104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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