BUSINESS OF PATHFINDER AND CERTAIN INFORMATION ABOUT PATHFINDER
References in this section to we, our, or us refer to Pathfinder Acquisition Corporation.
General
We are a blank check
company incorporated as an exempted company in the Cayman Islands on December 18, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business
combination with one or more businesses. We reviewed a number of opportunities to enter into an initial business combination with one or more operating businesses, and entered into the Business Combination Agreement on October 3, 2022.
IPO and Private Placement
On
February 19, 2021, we consummated our initial public offering of 32,500,000 units at $10.00 per unit (the Units), including 2,500,000 additional Units to partially cover over-allotments, generating gross proceeds of
$325,000,000. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252498). The SEC declared the
registration statement effective on February 16, 2021. Simultaneously with the closing of our initial public offering, we consummated the sale of 4,250,000 Private Placement Warrants to the Sponsor at a price of $2.00 per Pathfinder Private
Placement Warrant generating gross proceeds of $8,500,000. On April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters.
Following the closing of our initial public offering, an amount of approximately $325,000,000 ($10.00 per Pathfinder Unit) from the net
proceeds of the sale of the Units in our initial public offering and the sale of the Private Placement Warrants were placed in a Trust Account, and invested in U.S. government securities, within the meaning set forth in the Investment Company Act,
with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of
the Investment Company Act, as determined by us, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to our shareholders.
The Proposed Business Combination
As
previously announced on Pathfinders Current Form 8-K filed with the SEC on October 4, 2022, on October 3, 2022, Pathfinder, Motion Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Pathfinder (Merger Sub) and Movella Inc., a Delaware corporation (Movella), entered into a business combination agreement (as may be amended, supplemented or otherwise modified from time to time,
the Business Combination Agreement), contemplating several transactions (collectively, the Business Combination), including the domestication of Pathfinder as a Delaware corporation (the
Domestication, and, as Pathfinder is referred to immediately following the Domestication, New Movella), pursuant to which Movella will become a wholly owned subsidiary of New Movella.
In connection with the Business Combination Agreement, Pathfinder, Merger Sub and Movella entered into a debt commitment letter, dated as of
October 3, 2022 (the Commitment Letter), with FP Credit Partners, L.P., an affiliate of Francisco Partners (FP Credit Partners, L.P. and/or its managed funds, affiliates, financing parties or investment vehicles, collectively,
FP), pursuant to which FP committed to provide $75.0 million of financing to support the Business Combination. Under the terms of the Commitment Letter, FP committed (i) to provide a senior secured note facility in the aggregate
principal amount of $25.0 million prior to the closing of the Business Combination, (ii) to launch a tender offer for the purchase of up to $75.0 million of Pathfinders Class A Ordinary Shares (the Tender Offer), and (iii)
to the extent the total amount tendered and actually purchased upon expiration of the Tender Offer is less than $75.0 million, to purchase from Pathfinder an amount
40