United States securities and exchange commission logo
December 30, 2022
David Chung
Chief Executive Officer
Pathfinder Acquisition Corporation
1950 University Avenue
Suite 350
Palo Alto, CA 94303
Re: Pathfinder
Acquisition Corporation
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 15,
2022
File No. 333-268068
Dear David 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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 28, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Selected Definitions, page 1
1. Please revise to
include a definition of the Equity Grant Agreement entered into on
November 14, 2022 and
referred to throughout the filing.
David Chung
FirstName LastNameDavid Chung
Pathfinder Acquisition Corporation
Comapany30,
December NamePathfinder
2022 Acquisition Corporation
December
Page 2 30, 2022 Page 2
FirstName LastName
Questions and Answers for Shareholders of Pathfinder
What equity stake will current Pathfinder shareholders and current
equityholders of Movella
hold..., page 11
2. It appears the ownership chart here excludes the 10.75 million
warrants, per your
disclosure in note (4) to the table. If true, please revise notes (2)
and (3) to the table to
clarify this or advise. Similar concerns apply to pages 39 and 152.
Summary of the Proxy Statement/Prospectus
Interests of Pathfinder's Directors and Executive Officers in the Business
Combination, page 44
3. We note your disclosure here, as well as on pages 62, 183 and 275,
that there was
$500,000 outstanding under the Working Capital loan as of September
30, 2022.
However, we also note that your September 30, 2022 balance sheet on
page F-26 and the
pro forma information, including pro forma adjustment (E), reflect a
balance of $750,000.
Please revise to consistently disclose the amount due under this loan.
Comparative Per Share Data, page 55
4. We note your revised disclosures and response to prior comment 8. It
appears the
Movella equivalent per share pro forma share information is actually
computed by taking
the combined pro forma share information and dividing by the exchange
ratio, rather than
multiplying by the exchange ratio as disclosed in note (3) to the
table. Please revise or
advise. Also, please explain in greater detail what you intend to
convey by disclosing this
information and why it is useful to an investor.
Proposal No. 1 - Business Combination Proposal
Opinion of Duff & Phelps, Pathfinder's Financial Advisor, page 173
5. We note your response to prior comment 15. Please clarify that the
discounted cash flow
analysis prepared by Duff & Phelps used the same financial projections
as the model
prepared by Movella, but that it was adjusted to include $1.2 million
of projected stock-
based compensation expense per year, as instructed by Movella s
management.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 246
6. Revise to disclose Pro Forma Combined net loss per share for the year
ended December
31, 2021 for the no redemption and maximum redemptions scenarios.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 248
7. You disclose on page F-41 that the remaining deferred underwriters
commission of $5.1
million will be payable solely in the event the company completes a
business
combination. However, pro forma adjustment (C) and (ii) states these
fees will be waived
and written-off. Please revise to reconcile this apparent discrepancy
or advise.
David Chung
Pathfinder Acquisition Corporation
December 30, 2022
Page 3
Information about Movella, page 290
8. We note your response to prior comment 18. Throughout the filing, you
continue to
reference Movella's "leading-edge sensor fusion technology" and that you
believe your
"proprietary sensor fusion technology is a critical element of our
industry leading
movement digitization solutions. Provide disclosure to support
Movella's status as a
leader in the industry with leading technology.
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572
or Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Jeff Kauten, Staff Attorney, at
(202) 551-3447 with
any other questions.
Sincerely,
FirstName LastNameDavid Chung
Division of
Corporation Finance
Comapany NamePathfinder Acquisition Corporation
Office of Technology
December 30, 2022 Page 3
cc: Matthew R. Pacey
FirstName LastName