0001104659-21-002178.txt : 20210107 0001104659-21-002178.hdr.sgml : 20210107 20210107213322 ACCESSION NUMBER: 0001104659-21-002178 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210107 FILED AS OF DATE: 20210107 DATE AS OF CHANGE: 20210107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GERSON RICK MATTHEW CENTRAL INDEX KEY: 0001742201 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39867 FILM NUMBER: 21515437 MAIL ADDRESS: STREET 1: 70 GREENE STREET, APT. PH CITY: NEW YORK STATE: NY ZIP: 10012 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pioneer Merger Corp. CENTRAL INDEX KEY: 0001829797 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O FALCON EDGE CAPITAL STREET 2: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-803-9080 MAIL ADDRESS: STREET 1: C/O FALCON EDGE CAPITAL STREET 2: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 3 1 tm212070-8_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-01-07 0 0001829797 Pioneer Merger Corp. PACXU 0001742201 GERSON RICK MATTHEW C/O PIONEER MERGER CORP. 660 MADISON AVENUE NEW YORK NY 10065 0 1 0 0 Co-President Class B ordinary shares Class A ordinary shares 9942500 I By Pioneer Merger Sponsor LLC As described in the issuer's registration statement on Form S-1 (File No. 333-251556) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Class B ordinary shares beneficially owned by the reporting person include up to 1,312,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option. The securities reported herein are held by Sponsor. The reporting person has voting and investment discretion with respect to the securities held by the the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Exhibit List: Exhibit 24 - Power of Attorney /s/ Rick Gerson 2021-01-07 EX-24 2 tm212070d8_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

January 3, 2020

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Cathy Weist, Scott Carpenter and Matthew Corey signing singly, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1)

prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with respect to the securities of Pioneer Merger Corp., a Cayman Islands exempted company, or any successor thereto (the “Company”), with the U.S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2)

seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information of transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3)

perform any and all other acts which in the discretion of such attorney-in-fact is necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)

this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information;

(2)

any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)

neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for short swing profit disgorgement under Section 16(b) of the Exchange Act; and

(4)

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever, necessary or appropriate to be done in connection with any of the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

* * * * *

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

	/s/ Rick Gerson
	Rick Gerson