Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On
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
(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
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
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
Conditions to
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
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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
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
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
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
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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
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
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1† Business Combination Agreement, dated as ofOctober 3, 2022 , by and amongPathfinder Acquisition Corporation ,Movella Inc. andMocha Merger Sub, Inc. 10.1 Sponsor Letter Agreement, dated as ofOctober 3, 2022 , by and amongPathfinder Acquisition Corporation ,Pathfinder Acquisition LLC , and each ofRichard Lawson ,David Chung ,Lindsay Sharma ,Jon Steven Young , Hans Swildens,Steven Walske ,Lance Taylor ,Omar Johnson andPaul Weiskopf . 10.2 Form of Company Shareholder Transaction Support Agreement, by and amongPathfinder Acquisition Corporation ,Movella Inc. ,Pathfinder Acquisition LLC and certain shareholders of Movella. 10.3 Registration and Shareholder Rights Agreement, dated as ofOctober 3, 2022 , by and amongMovella Inc. ,Pathfinder Acquisition LLC and the other parties named therein. 10.4 Second Amended and Restated Promissory Note, dated as ofOctober 3, 2022 , by and amongPathfinder Acquisition Corporation andPathfinder Acquisition LLC . 99.1 Press Release, datedOctober 4, 2022 99.2 Investor Presentation, datedOctober 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 theSEC upon its request. 9
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