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                              February 11, 2021

       David Chung
       Chief Executive Officer
       Pathfinder Acquisition Corp
       1950 University Avenue
       Suite 350
       Palo Alto, CA 94303

                                                        Re: Pathfinder
Acquisition Corp
                                                            Amendments No. 1
and 2 to Registration Statement on Form S-1
                                                            Filed February 11,
2021
                                                            File No. 333-252498

       Dear Mr. Chung:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendments No.1 and 2 to Registration Statement on Form S-1 filed
February 11, 2021

       Exhibits

   1.                                                   Please refer to
paragraphs (a) and (b) on page 2 of Exhibit 5.1 It is inappropriate for
                                                        counsel to include in
its opinion assumptions that are overly broad, that assume away the
                                                        relevant issue or that
assume any of the material facts underlying the opinion or any
                                                        readily ascertainable
facts. Please ask counsel to support the assumptions in those
                                                        paragraphs, or delete
them from its opinion.
   2.                                                   Paragraph (i) refers to
each unit consisting of 1/4 of a warrant, but the fee table and
                                                        prospectus indicates
that each unit includes 1/5 of a warrant. Please file a revised opinion
                                                        or revise your fee
table and prospectus. Also, it is inappropriate to assume that the
 David Chung
Pathfinder Acquisition Corp
February 11, 2021
Page 2
      "Documents . . . will be legal, valid, binding and enforceable," as
counsel does in
      paragraph 7 on page 3, given that counsel is to actually provide its
opinion as to whether
      the units and warrants will constitute legal, valid and binding
obligations of the registrant.
      Please file a revised opinion.
       You may contact Melissa Gilmore at (202) 551-3777 or Jean Yu at (202)
551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202)
551-3754 with any
other questions.



                                                             Sincerely,
FirstName LastNameDavid Chung
                                                             Division of
Corporation Finance
Comapany NamePathfinder Acquisition Corp
                                                             Office of
Manufacturing
February 11, 2021 Page 2
cc:       Matthew Pacey
FirstName LastName