SCHEDULE TO
This Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. (the “Offerors”). This Schedule TO relates to an offer (the “Offer”) by the Offerors to purchase up to outstanding Class A ordinary shares of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), with a nominal or par value of $0.0001 each per share (the “Class A Shares”), at the tender offer price of $10.00 in cash per Class A Share, without interest on the purchase price and less any applicable withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase (as defined below) and in the related Letter of Transmittal. Each Class A Share was sold in the Company’s initial public offering, which closed on February 19, 2021 (the “IPO”), pursuant to a prospectus dated February 16, 2021, as part of a unit (each, a “Unit”), each of which contained one Class A Share and one-fifth of one redeemable warrant (the “Public Warrants”). The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B).
This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference as set forth below.
The Offer is being made pursuant to the Commitment Letter, dated as of October 3, 2022, among the Company, Movella Inc., a Delaware corporation (“Movella”), Motion Merger Sub, Inc., a Delaware corporation, and FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles, a copy of which is attached hereto as Exhibit (b)(ii).
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled “Summary” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the issuer is Pathfinder Acquisition Corporation. The Company’s principal executive offices are located at 1950 University Avenue, Suite 350, Palo Alto, CA 94303. The Company’s telephone number is (650) 321-4910.
(b) Securities. The subject securities include the Company’s Class A Shares. According to the Company, as of the close of business on , there were Class A Shares issued and outstanding.
(c) Trading Market and Price. The information set forth in the section of the Offer to Purchase entitled “The Offer—6. Price Range of Class A Shares” is incorporated herein by reference.
The Class A Shares are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PFDR.”
Item 3. Identity and Background of Filing Person.
(a) Name and Address. The name of the filing persons are FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. The business address and telephone of the Offerors is Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands and 646-434-1343. As of , neither FP Credit Partners II, L.P. nor FP Credit Partners Phoenix II, L.P. beneficially own any Class A Shares or Public Warrants.
(b) Business and Background of Filing Person. The principal business of both FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., is to make investments in technology and technology-enabled companies.
(c) Not applicable.
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