Item 7.01 Regulation FD Disclosure
As previously disclosed, on
Attached as Exhibit 99.1 is the transcript from Movella's analyst day, which was
held on
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
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
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
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documents filed 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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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 AnalystDay Transcript datedJanuary 20, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5
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