Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

On October 3, 2022, Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability ("Pathfinder"), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Pathfinder, Movella Inc., a Delaware corporation ("Movella"), and Motion Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Pathfinder ("Merger Sub"). The Business Combination Agreement and the transactions contemplated thereby (collectively, the "Business Combination") were approved by the boards of directors of each of Pathfinder, Movella and Merger Sub and Pathfinder in its capacity as the sole shareholder of Merger Sub.

The Business Combination and Consideration

The Business Combination Agreement provides for, among other things, the following transactions will occur on the date on which the Closing occurs (the "Closing Date"):

(i) Pathfinder will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (as revised), pursuant to which Pathfinder's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication"), and, in connection with the Domestication, (A) Pathfinder's name will be changed to "Movella Holdings, Inc." ("New Movella") and (B) each outstanding Class A ordinary share of Pathfinder and each outstanding Class B ordinary share of Pathfinder (other than those forfeited pursuant to the Sponsor Letter Agreement, as set forth below) will become one share of common stock of New Movella (the "New Movella Common Stock"); (C) each issued and outstanding whole warrant to purchase a Class A ordinary share of Pathfinder will automatically represent the right to purchase one share of New Movella Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Pathfinder warrant agreement (the "New Movella Warrants") and (D) the governing documents of Pathfinder will be amended and restated and become the certificate of incorporation and the bylaws of New Movella; and in connection with clauses (C) and (D) of this paragraph, each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Class A ordinary shares of Pathfinder and the underlying warrants of Pathfinder prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Movella Common Stock and one-fifth of one warrant representing the right to purchase one share of New Movella Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Pathfinder warrant agreement;

(ii) on the Closing Date prior to the time the Merger becomes effective (the "Effective Time") Movella will engage in a pre-closing recapitalization (the "Pre-Closing Recapitalization") on the terms and subject to the conditions set forth in the Business Combination Agreement;

(iii) following the Domestication, Merger Sub will merge with and into Movella, with Movella as the surviving company of the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of New Movella (the "Merger");





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(iv) in accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each share of capital stock of Movella (other than any dissenting shares and shares that may be cancelled and exchanged in accordance with the terms of the Business Combination Agreement) issued and outstanding as of immediately prior to the Effective Time will be exchanged for shares of New Movella Common Stock and outstanding Movella options to purchase shares of Movella (whether vested or unvested) will be exchanged for comparable options to purchase New Movella Common Stock, in each case, based on an implied Movella pre-transaction equity value of $375 million, subject to adjustment.

The Business Combination is expected to close in the first quarter of 2023, subject to the required approval by Pathfinder's shareholders, delivery of the certain written consents of Movella's shareholders and the fulfillment of other customary closing conditions.

Listing of Movella Post-Closing Common Shares and Percentage Ownership of Movella

The New Movella Common Stock and the New Movella Warrants are expected to be listed on the Nasdaq Capital Markets ("Nasdaq").

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including a covenant to use reasonable best efforts to consummate the Business Combination as promptly as reasonably practicable. Pathfinder has also agreed to take all actions as may be necessary or reasonably appropriate such that, effective immediately after the Effective Time, the New Movella board of directors shall consist of seven directors, who shall be divided into three classes, which directors shall include six individuals designated by Movella after consultation with Pathfinder, with one of those individuals being designated by FP Credit Partners, L.P. (together with certain of its affiliates "Francisco Partners"). One individual on the New Movella board of directors will be designated by Pathfinder. In addition, Pathfinder has agreed to adopt an equity incentive plan and employee stock purchase plan, as described in the Business Combination Agreement.

Conditions to Each Party's Obligation

The obligation of Pathfinder and Movella to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (ii) the absence of any order, law or other legal restraint or prohibition law issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction, in each case, preventing the consummation of the transactions contemplated by the Business Combination Agreement, (iii) the effectiveness of the Registration Statement on Form S-4 to be filed by Movella in connection with the Business Combination, (iv) the approval of Movella's shareholders, (v) the required approvals of Pathfinder's shareholders, (vi) the approval of Pathfinder's initial listing application with Nasdaq, (vi) after giving effect to the transactions contemplated by the Business Combination Agreement, Pathfinder having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) immediately after the Effective Time and (vii) the receipt of the applicable funding from FP Credit Partners, L.P. and its affiliates pursuant to the commitment letter provided by Francisco Partners at signing.





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. . .

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Second Amended and Restated Working Capital Note is incorporated by reference herein.





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Item 7.01 Regulation FD Disclosure

On October 4, 2022, Pathfinder, issued a press release announcing that it had entered into the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Pathfinder and Movella have prepared for use in connection with the announcement of the entry into the Business Combination Agreement.

The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information and Where to Find It

In connection with the Business Combination, Pathfinder intends to file a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), which will include 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. After the Registration Statement has been filed and declared effective, Pathfinder will mail a definitive proxy statement to holders of its ordinary shares as of 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 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 and definitive proxy statement/prospectus (when available) 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 www.pathfinderacquisition.com or upon written request to Pathfinder at 1950 University Avenue, Suite 350, Palo Alto, CA 94303.





Participants in 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.





No Offer or Solicitation

This communication 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 communication 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.





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Cautionary Statement Regarding Forward Looking Statements

This communication contains "forward-looking statements" regarding Pathfinder, Movella, and the combined company. Statements in this communication 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 communication, 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 communication 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 potential impact of the transaction on Movella and the combined company, including allowing Movella to continue to rapidly scale its platform and further invest in market-leading movement capture and digitization solutions; the ability of Movella's solutions to enable real-time digitized movement in the emerging high-growth areas of the Metaverse, next-generation gaming, live streaming and other applications; the anticipated use of capital raised from the transaction to further scale and grow the business; the expectation that Movella and the combined company, as applicable, may achieve breakeven on an Adjusted EBITDA basis as early as the third quarter of 2023 and profitability on an Adjusted EBITDA basis as early as the third quarter of 2023; the belief that Movella's proprietary technology, scalable business model, and experienced leadership team will position Movella to extend its leadership position and continue to deliver innovations that drive the industry; the anticipated or potential features, benefits, and applications for Movella's products and technology and timing thereof; the market opportunity for Movella's products and technology; the anticipated timing of the closing of the Business Combination; and the anticipated gross proceeds the Business Combination, including the Francisco Partners financing, is expected to deliver to the combined company.

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 communication, 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 below, and other documents filed by Pathfinder from time to time with the SEC.





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. . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                                  Description
2.1†        Business Combination Agreement, dated as of October 3, 2022, by and
          among Pathfinder Acquisition Corporation, Movella Inc. and Mocha Merger
          Sub, Inc.
10.1        Sponsor Letter Agreement, dated as of October 3, 2022, by and among
          Pathfinder Acquisition Corporation, Pathfinder Acquisition LLC, and each
          of Richard Lawson, David Chung, Lindsay Sharma, Jon Steven Young, Hans
          Swildens, Steven Walske, Lance Taylor, Omar Johnson and Paul Weiskopf.
10.2        Form of Company Shareholder Transaction Support Agreement, by and
          among Pathfinder Acquisition Corporation, Movella Inc., Pathfinder
          Acquisition LLC and certain shareholders of Movella.
10.3        Registration and Shareholder Rights Agreement, dated as of October 3,
          2022, by and among Movella Inc., Pathfinder Acquisition LLC and the
          other parties named therein.
10.4        Second Amended and Restated Promissory Note, dated as of October 3,
          2022, by and among Pathfinder Acquisition Corporation and Pathfinder
          Acquisition LLC.
99.1        Press Release, dated October 4, 2022
99.2        Investor Presentation, dated October 4, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

† Certain of the exhibits and schedules to this exhibit have been omitted in


   accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
   supplementally a copy of all omitted exhibits and schedules to the SEC upon its
   request.




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