Item 8.01 Other Events.
Postponement of Shareholder Meeting
On January 25, 2023, Pathfinder Acquisition Corporation ("Pathfinder" or, the
"Company") issued a press release announcing that the extraordinary general
meeting (the "Shareholder Meeting") originally scheduled for Wednesday,
February 1, 2023, at 10:00 a.m., Eastern Time, is being postponed to
February 17, 2023, at 10:00 a.m., Eastern Time (the "Postponement").
At the Shareholder Meeting, shareholders will be asked to vote on the following
proposals: (1) to amend the Company's second amended and restated memorandum and
articles of association (the "Memorandum and Articles of Association") to
eliminate the requirement that Pathfinder retain at least $5,000,001 of net
tangible assets following the redemption of the Company's Class A ordinary
shares, par value $0.0001 per share, issued as part of the units sold in the
Company's initial public offering ("Public Shares" or "Class A ordinary
shares"), in connection with an initial business combination (such limitation,
the "Redemption Limitation") and to authorize the Company to redeem Public
Shares in amounts that would cause Pathfinder's net tangible assets to be less
than $5,000,001 (the "Redemption Limit Elimination Proposal"); (2) to amend the
Memorandum and Articles of Association to extend (the "Extension") the date by
which the Company has to consummate a business combination from February 19,
2023 to May 19, 2023 (the "Charter Extension Date") and to allow Pathfinder,
without another shareholder vote, by resolution of Pathfinder's board of
directors, to elect to further extend the Charter Extension Date by one month,
for a total of four months, until June 19, 2023, unless the closing of a
business combination has occurred prior thereto (the "Extension Amendment
Proposal"); and (3) to adjourn the Shareholder Meeting to a later date or dates,
if necessary, to permit further solicitation and vote of proxies if, based upon
the tabulated vote at the time of the Shareholder Meeting, there are
insufficient Class A ordinary shares and Class B ordinary shares, par value
$0.0001 per share (the "Class B ordinary shares"), in the capital of the Company
represented (either in person or by proxy) to constitute a quorum necessary to
conduct business at the Shareholder Meeting to approve the Redemption Limit
Elimination Proposal or the Extension Amendment Proposal.
As a result of this Postponement, the Shareholder Meeting will now be held at
10:00 a.m., Eastern Time, on February 17, 2023. The Shareholder Meeting will
still be held at the offices of Kirkland & Ellis LLP at 609 Main Street, Suite
4700, Houston, Texas 77002 and virtually via live webcast at
https://www.cstproxy.com/pathfinderacquisition/2023. Also, as a result of this
change, the Company has extended the deadline for delivery of redemption
requests from the Company's shareholders from 5:00 p.m., Eastern Time, on
January 30, 2023, to 5:00 p.m., Eastern Time, on February 15, 2023.
The Company plans to continue to solicit proxies from shareholders during the
period prior to the Shareholder Meeting. Only holders of record of Class A
ordinary shares and Class B ordinary shares as of the close of business on
January 10, 2023, the record date for the Shareholder Meeting are entitled to
vote at the Shareholder Meeting or any adjournment thereof.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Supplement to the Definitive Proxy Statement
The Company has determined to supplement the definitive proxy statement, filed
with the Securities and Exchange Commission ("SEC") on January 11, 2023,
relating to the Shareholder Meeting (the "Definitive Proxy Statement") as set
forth below (the "Proxy Supplement") to provide information about the
Postponement.
There is no change to the location, the record date, or any of the proposals to
be acted upon at the Special Meeting.
SUPPLEMENT TO PROXY STATEMENT
OF
PATHFINDER ACQUISITION CORPORATION
Dated January 25, 2023
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The following disclosures in this Current Report on Form 8-K supplement, and
should be read in conjunction with, the disclosures contained in the Company's
definitive proxy statement (the "Definitive Proxy Statement"), filed with the
Securities and Exchange Commission (the "SEC") on January 11, 2023, relating to
the Company's extraordinary general meeting (the "Shareholder Meeting")
originally scheduled for Wednesday, February 1, 2023, at 10:00 a.m., Eastern
Time, which in turn should be read in its entirety. To the extent the
information set forth herein differs from or updates information contained in
the Definitive Proxy Statement, the information set forth herein shall supersede
or supplement the information in the Definitive Proxy Statement. All other
information in the Definitive Proxy Statement remains unchanged.
Terms used herein, unless otherwise defined, have the meanings set forth in the
Definitive Proxy Statement.
Extraordinary General Meeting Date
On January 25, 2023, the Company issued a press release announcing that it has
determined to postpone (the "Postponement") the date of the Shareholder Meeting
from February 1, 2023 to February 17, 2023. As a result of this change, the
Shareholder Meeting will now be held at 10:00 a.m. Eastern Time on February 17,
2023 at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Suite
4700, Houston, TX 77002, and virtually via live webcast. It can be accessed by
visiting https://www.cstproxy.com/pathfinderacquisition/2023.
Extension of Redemption Deadline
As a result of the Postponement, the previously disclosed deadline of
January 30, 2023 (two business days before the Shareholder Meeting, as
originally scheduled) for delivery of redemption requests from the Company's
shareholders to the Company's transfer agent has been extended to February 15,
2023 (two business days before the postponed Shareholder Meeting).
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Redemption
Limit Elimination Proposal or the Extension Amendment Proposal. This
communication shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale 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 Securities Act of 1933,
as amended, or an exemption therefrom.
Participants in the Solicitation
Pathfinder its directors and certain of its respective executive officers and
other members of management and employees may be considered participants in the
solicitation of proxies with respect to the Extension. 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 Securities and Exchange
Commission ("SEC"), be deemed participants in the proxy solicitation of the
shareholders of Pathfinder and a description of their direct and indirect
interests are contained in the Definitive Proxy Statement.
Additional Information and Where To Find It
On January 11, 2023, the Company filed the Definitive Proxy Statement with the
SEC in connection with its solicitation of proxies for the Shareholder Meeting.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the Definitive Proxy
Statement (including any amendments or supplements thereto) and other documents
filed with the
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SEC through the web site maintained by the SEC at www.sec.gov or by directing a
request to: Pathfinder at 1950 University Avenue, Suite 350, Palo Alto, CA
94303.
Cautionary Statement Regarding Forward Looking Statements
This communication includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be
identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the date of the Shareholder Meeting. These statements are
based on current expectations on the date of this communication and involve a
number of risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update or revise
any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated January 25, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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