Purpose of Amendment
This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Pathfinder Acquisition Corporation, a Cayman Islands exempted company (“Pathfinder” or the “Company”) filed with the United States Securities and Exchange Commission (the
“SEC”) on December 16, 2022 (as the same may further be amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9
relates to the tender offer (the “Offer”) by FP Credit Partners II, L.P., a Cayman Islands exempted limited partnership, and FP Credit Partners Phoenix II, L.P., a Cayman Islands exempted limited partnership, (collectively, the
“Purchasers”), to purchase up to 7,500,000 of Pathfinder’s issued and outstanding Class A ordinary shares, par value $0.0001 per share (each such share, a “Share” and, collectively, the “Shares”), held by
shareholders of the Company other than those Shares already held by the Purchasers or their affiliates, if any, at an offer price of $10.00 in cash per Share, without interest on the purchase price and less any applicable withholding taxes. The
Offer is on the terms and subject to the other conditions specified in the Offer to Purchase, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of
Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). The Offer is more fully described in the Tender Offer Statement on Schedule TO, as it may be amended or supplemented from time to time,
which was initially filed by the Purchasers with the SEC on November 10, 2022. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9,
respectively. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.
All information in the Schedule 14D-9 is incorporated into this Amendment by reference, except that
such information is hereby amended to the extent specifically provided herein. This Amendment is being filed to reflect the update set forth below.
| Item 8. |
Additional Information |
Item 8, “Additional Information,” is hereby amended and supplemented by adding the following at the end thereof:
“Termination of the Tender Offer
On January 4, 2023, the Purchasers announced that they had terminated the Offer.
As a result of this termination, no Shares will be purchased in the Offer and all Shares previously tendered and not withdrawn will be
promptly returned to tendering holders.
A copy of the press release issued by the Purchasers on January 4, 2023 announcing the
termination of the Offer is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.”