PATHFINDER ACQUISITION CORPORATION Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. The Business Combination Proposal - To consider and vote upon a proposal to
approve and adopt, by ordinary resolution, the Business Combination Agreement,
dated as of
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions Broker Non-Votes 27,347,412 2,967,399 3 N/A
The Business Combination Proposal was approved, having received "for" votes from at least a majority of the votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
2. The Domestication Proposal - To consider and vote upon a proposal to approve, by special resolution, the Domestication (as defined in the Proxy Statement):
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions Broker Non-Votes 27,347,412 2,967,399 3 N/A
The Domestication Proposal was approved, having received "for" votes from a majority of at least two-thirds of votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
3. The Charter Amendment Proposal - To consider and vote upon a proposal to approve and adopt, by special resolution, the Proposed Certificate of Incorporation and Proposed Bylaws (as each term is defined in the Proxy Statement):
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions Broker Non-Votes 26,715,837 3,598,974 3 N/A
The Charter Amendment Proposal was approved, having received "for" votes from a majority of at least two-thirds of votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
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4. Advisory Governing Documents Proposals - To consider and vote upon the following four (4) separate resolutions, each as an ordinary resolution and on a non-binding advisory basis, to approve the following material differences between the Existing Governing Documents (as defined in the Proxy Statement) and the Proposed Certificate of Incorporation the Proposed Bylaws upon the Domestication.
A. Advisory Governing Documents Proposal A - To consider and vote upon a
proposal to approve, by a non-binding advisory resolution, the change in
the authorized share capital of Pathfinder from (i) US$33,100.00 divided
into 300,000,000 Class A ordinary shares, par value $0.0001 per share,
30,000,000 Class B ordinary shares, par value $0.0001 per share, and
1,000,000 preference shares, par value $0.0001 per share, to
(ii) US$9,200 divided into 900,000,000 shares of common stock, par value
$0.00001 per share, of New Movella, and 20,000,000 shares of preferred
stock, par value $0.00001 per share, of New Movella:
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares
Votes For Votes Against Abstentions Broker Non-Votes
22,986,141 7,328,670 3 N/A
Advisory Governing Documents Proposal A was approved, having received "for" votes from at least a majority of the votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
B. Advisory Governing Documents Proposal B - To consider and vote upon a
proposal to approve, by a non-binding advisory resolution, the
authorization to the New Movella Board (as defined in the Proxy
Statement) to issue any or all shares of New Movella Preferred Stock (as
defined in the Proxy Statement) in one or more classes or series:
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions Broker Non-Votes 22,354,567 7,960,244 3
N/A
Advisory Governing Documents Proposal B was approved, having received "for" votes from at least a majority of the votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
C. Advisory Governing Documents Proposal C - To consider and vote upon a
proposal to approve, by a non-binding advisory resolution, the removal of
the ability of New Movella stockholders to take action by written consent
in lieu of a meeting be approved:
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions Broker Non-Votes 25,516,037 4,798,774 3
N/A
Advisory Governing Documents Proposal C was approved, having received "for" votes from at least a majority of the votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
D. Advisory Governing Documents Proposal D - To consider and vote upon a
proposal to approve, by a non-binding advisory resolution, the amendment
and restatement of the Existing Governing Documents and all other changes
necessary or, as mutually agreed in good faith by Pathfinder and Movella,
desirable in connection with the replacement of Existing Governing
Documents with the Proposed Certificate of Incorporation and Proposed
Bylaws as part of the Domestication:
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares
Votes For Votes Against Abstentions Broker Non-Votes
22,986,171 7,328,600 43 N/A
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Advisory Governing Documents Proposal D was approved, having received "for" votes from at least a majority of the votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
5. The Nasdaq Proposal - To consider and vote upon a proposal to approve, by ordinary resolution, for the purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), the issuance of shares of New Movella Common Stock (as defined in the Proxy Statement):
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions Broker Non-Votes 27,347,452 2,967,359 3 N/A
The Nasdaq Proposal was approved, having received "for" votes from at least a majority of the votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
6. The Stock Incentive Plan Proposal - To consider and vote upon a proposal to approve, by ordinary resolution, theMovella Holdings Inc. 2022 Stock Incentive Plan: Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions Broker Non-Votes 23,554,438 6,760,373 3 N/A
The Stock Incentive Plan Proposal was approved, having received "for" votes from at least a majority of the votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
7. The ESPP Proposal - To consider and vote upon a proposal to approve and adopt, by ordinary resolution, theMovella Holdings Inc. 2022 Employee Stock Purchase Plan: Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions Broker Non-Votes 24,185,801 6,129,000 13 N/A
The ESPP Proposal was approved, having received "for" votes from at least a majority of the votes cast by the holders of the Pathfinder Shares represented in person or by proxy and entitled to vote at the Meeting.
As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to shareholders.
Based on the results of the Meeting, and subject to the satisfaction or waiver
of the remaining closing conditions, as described in the Proxy Statement, the
Business Combination is expected to be consummated on
Item 8.01 Other Events.
In connection with the Business Combination, holders of 28,961,090 Class A
ordinary shares exercised their right to redeem their shares for cash at a
redemption price of approximately
Following such redemptions, 3,538,910 Class A ordinary shares remain
outstanding, representing
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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
Additional Information and Where to Find It
In connection with the Business Combination, Pathfinder filed a registration
statement on Form S-4 (File No. 333-268068) (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
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the
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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