Item 8.01 Other Events.
As previously disclosed, On
On
While Pathfinder believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, Pathfinder has determined to voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. To the contrary, Pathfinder specifically denies all allegations in the demand letters that any additional disclosure was or is required. Pathfinder believes these purported shareholders' claims are without merit.
Supplemental Disclosures to the Proxy Statement
The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Supplements to the disclosure in the Proxy Statement are marked, with new text bold and underlined, and deleted text bold and stricken through.
The Proxy Statement is hereby amended as follows:
The following disclosure supplements the first Question and Answer on page 10 of the Proxy Statement and replaces the first full paragraph under the heading "Fees and Expenses" on page 183 of the Proxy Statement.
As compensation for Duff & Phelps' services in connection with the rendering of
the Opinion to the Pathfinder Board, Pathfinder agreed to pay Duff & Phelps a
fee of
The following disclosure supplements and replaces the second full paragraph on page 156 of the Proxy Statement under the heading "Background to the Business Combination."
Following the termination of the A&R ServiceMax BCA, Pathfinder's officers and directors recommenced an active search for potential business combination targets using the aforementioned criterion and resources. During this search, as of the middle of 2021, Pathfinder, Sponsor, its affiliates and its representatives initiated contact with or were contacted by various representatives and advisors of more than 100 companies with respect to a potential
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business combination. Pathfinder entered into non-disclosure agreements with 19 of these potential business combination targets for purposes of performing due diligence and evaluating and analyzing these companies as potential business combination targets, and Pathfinder submitted non-binding term sheets to three of these potential business combination targets that Pathfinder believed, based on, among other things, its preliminary due diligence and evaluation and the business experience and existing industry knowledge of its directors and officers, were suitable for a potential business combination. The confidentiality agreement between Movella and Pathfinder contained customary non-disclosure, non-solicit, standstill and non-use provisions and obligated the parties thereto to protect confidential information thereunder for so long as such information is retained by any such party.
The following supplements and replaces the disclosure in the first full paragraph on page 162 of the Proxy Statement under the heading "Background to the Business Combination."
Between
Extraordinary General Meeting
As previously announced, the Extraordinary General Meeting will be held at
No Offer or Solicitation
This Current Report on Form 8-K (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
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
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Additional Information and Where To Find It
In connection with the Business Combination, Pathfinder filed the Registration
Statement with the
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
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
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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 Business Combination 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
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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