Blog: PATHFINDER ACQUISITION CORP : Regulation FD Disclosure … – Marketscreener.com

Item 7.01 Regulation FD Disclosure

As previously disclosed, on October 3, 2022, Pathfinder Acquisition Corporation,
a Cayman Islands exempted company (the “Pathfinder”), entered into a business
combination agreement with Movella Inc., a Delaware corporation (“Movella”), and
Motion Merger Sub, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Pathfinder. The transactions contemplated by the Business
Combination Agreement are referred to herein as the “Business Combination.”

Attached as Exhibit 99.1 is the transcript from Movella’s analyst day, which was
held on January 20, 2023 and related to the Business Combination.

The information in this Current Report on Form 8-K (the “Report”) furnished
pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to liability under that
section, and they shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing. By filing
this Report and furnishing this information pursuant to Item 7.01, the Company
makes no admission as to the materiality of any information in this Report,
including Exhibit 99.1, that is required to be disclosed solely by Regulation
FD.

No Offer or Solicitation

This Report is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the potential
Business Combination between Movella and Pathfinder. This Report does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities of Pathfinder or Movella, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.

Participants in the Solicitation

Pathfinder and Movella and their respective directors and certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the
Business Combination. Information about the directors and executive officers of
Pathfinder is set forth in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2021. Additional information regarding the persons who may,
under the rules of the SEC, be deemed participants in the proxy solicitation of
the shareholders of Pathfinder and a description of their direct and indirect
interests in Pathfinder, by security holdings or otherwise, will be included in
the proxy statement/prospectus and other relevant materials to be filed with the
SEC regarding the Business Combination when they become available. Shareholders,
potential investors and other interested persons should read the proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions. When available, these documents can be obtained
free of charge from the sources indicated above.

Additional Information and Where To Find It

In connection with the Business Combination, Pathfinder has filed a registration
statement on Form S-4 (File No. 333-268068) (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”), which includes a preliminary
proxy statement to be distributed to holders of Pathfinder’s ordinary shares in
connection with Pathfinder’s solicitation of proxies for the vote by
Pathfinder’s shareholders with respect to the Business Combination and other
matters as described in the Registration Statement, as well as the prospectus
relating to the offer of the securities to be issued to Movella’s shareholders
in connection with the Business Combination. On January 13, 2023, the SEC
declared the Registration Statement effective and Pathfinder commenced mailing
the definitive proxy statement/prospectus to holders of its ordinary shares as
of January 13, 2023, the record date to be established for voting on the
Business Combination. Investors and security holders and other interested
parties are urged to read the proxy statement/prospectus, any amendments thereto
and any other

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documents filed with the SEC carefully and in their entirety when they become
available because they will contain important information about Pathfinder,
Movella, and the Business Combination. Investors and security holders may obtain
free copies of the Registration Statement, preliminary proxy
statement/prospectus, definitive proxy statement/prospectus and other documents
filed with the SEC by Pathfinder through the website maintained by the SEC at
http://www.sec.gov. The documents filed by Pathfinder with the SEC also may be
obtained free of charge at Pathfinder’s website at https://ift.tt/7Jew0kF
or upon written request to Pathfinder at 1950 University Avenue, Suite 350, Palo
Alto, CA 94303.

Cautionary Statement Regarding Forward Looking Statements

This Report contains “forward-looking statements” regarding Pathfinder, Movella,
and the combined company. Statements in this Report that are not historical in
nature may constitute forward-looking statements. In addition, any statements
that refer to Pathfinder’s, Movella’s, or the combined company’s future
expectations, beliefs, plans, objectives, financial conditions, assumptions,
performance, projections, forecasts, or estimates, including with respect to
financial or other performance or valuation metrics or market size or
opportunity, or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. These
statements are based on various assumptions, whether or not identified in this
Report, and on the current expectations of Pathfinder’s or Movella’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. The words
“anticipate,” “believe,” “continue,” “could,” “enable,” “estimate,” “expect,”
“extend,” “future,” “intend,” “may,” “might,” “opportunity,” “outlook,” “plan,”
“position,” “possible,” “potential,” “predict,” “project,” “see,” “seem,”
“should,” “will,” “would,” and similar expressions, or the negative of such
expressions, may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking
statements in this Report include, but are not limited to, statements regarding
the following: Pathfinder’s or Movella’s management team’s expectations, hopes,
beliefs, intentions or strategies regarding the future; the anticipated timing
of the closing of the Business Combination and the transactions contemplated
thereby; the statements relating to the Francisco Partners financing, including
the funds to be provided in connection therewith.

These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond Pathfinder’s or Movella’s control) or other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. Although each of
Pathfinder and Movella believes that it has a reasonable basis for each
forward-looking statement contained in this Report, each of Pathfinder and
Movella caution you that these statements are based on a combination of facts
and factors currently known and projections of the future, which are inherently
uncertain. These risks and uncertainties include, but are not limited to, the
following: (i) Pathfinder’s and Movella’s ability to complete the Business
Combination, including the Francisco Partners financing, during the anticipated
timeframe or at all; (ii) Movella’s success in retaining or recruiting, or
changes required in, officers, key employees, or directors following the
Business Combination; (iii) the funds in the trust account being available to
Pathfinder or the combined company; (iv) Pathfinder’s or the combined company’s
ability to obtain additional financing to complete the Business Combination; (v)
Pathfinder’s public securities’ liquidity and trading and those of the combined
company; (vi) the lack of a market for Pathfinder’s or the combined company’s
securities; (vii) the use of funds not held in the trust account or available to
Pathfinder from interest income on the trust account balance; (viii) the trust
account not being subject to claims of third parties; (ix) general economic
conditions and Movella’s financial performance; (x) the impact of the COVID-19
pandemic, macroeconomic conditions, and geopolitical crises; (xi) the number of
Pathfinder shareholders voting against the business combination proposal;
(xii) the occurrence of any event, change or other circumstances that could give
rise to the termination of the definitive merger agreement; (xiii) the ability
to achieve and maintain the listing of the combined company’s shares on a
national securities exchange following the business combination; (xiv) changes
adversely affecting the businesses in which Movella is engaged; (xv) management
of growth; (xvi) Movella’s ability to execute on its business strategy and
plans; (xvii) the result of future financing efforts; and (xviii) risks related
to regulatory matters, as well as the factors described under the heading “Risk
Factors” in Pathfinder’s Annual Report on Form 10-K for the year ended
December 31, 2021, Pathfinder’s registration statement on Form
S-1 (File No. 333-252498), the registration statement on Form S-4 discussed
above, and other documents filed by Pathfinder from time to time with the SEC.

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If any of these risks materialize or the underlying assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither
Pathfinder nor Movella presently know or that Pathfinder and Movella currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect Pathfinder’s and Movella’s expectations, plans or forecasts
of future events and views as of the date of this Report. Pathfinder and Movella
anticipate that subsequent events and developments will cause Pathfinder’s and
Movella’s assessments to change. However, while Pathfinder and Movella may elect
to update these forward-looking statements at some point in the future,
Pathfinder and Movella specifically disclaim any obligation to do so, except to
the extent required by applicable law. These forward-looking statements should
not be relied upon as representing Pathfinder’s and Movella’s assessments as of
any date subsequent to the date of this Report. Accordingly, undue reliance
should not be placed upon the forward-looking statements.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit
Number                                    Description

99.1           Analyst Day Transcript dated January 20, 2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).



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