| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Movella Holdings Inc. [ MVLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/10/2023 | M(1) | 4,025,000 | A | (1) | 4,025,000 | I | See footnotes(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 02/10/2023 | M(1) | 4,025,000 | (1) | (1) | Common Stock | 4,025,000(1) | (1) | 4,025,000(1) | I | See footnotes(3)(4) | |||
| Class B Ordinary Shares | (1) | 02/10/2023 | D(2) | 4,025,000 | (2) | (2) | Common Stock | 4,025,000(2) | (2) | 0(2) | I | See footnotes(3)(4) | |||
| Warrants | (5) | 02/10/2023 | A(5) | 4,125,000 | (5) | (5) | Common Stock | 4,125,000 | (5) | 4,125,000 | I | See footnotes(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the Business Combination Agreement, dated October 3, 2022 (the "Business Combination Agreement"), by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the "Company"), Movella Inc., a Delaware corporation ("Movella"), and Motion Merger Sub, Inc., a Delaware corporation, the parties effected a business combination transaction ("Business Combination"), on February 10, 2023. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Movella Holdings Inc." ("New Movella"). In connection with the consummation of the Business Combination, 4,025,000 of Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company converted into shares of common stock, par value $0.00001 per share, of New Movella simultaneously with the closing of the Business Combination. |
| 2. Pursuant to the Sponsor Letter Agreement, dated October 3, 2022, by and among Movella, the Company, Pathfinder Acquisition LLC (the "Sponsor"), and certain other investors, immediately following the Domestication, the Sponsor forfeited, surrendered and transferred to the Company 4,025,000 Class B Ordinary Shares for no consideration. |
| 3. The securities reported herein are held directly by Pathfinder Acquisition LLC (the "Sponsor"). The board of managers of the Sponsor exercises voting and dispositive power over all securities held by the Sponsor. HGGC Pathfinder Holdings I, LLC has the power to appoint three members to the board of managers of the Sponsor. Arrowhead Holdings, LLC ("Arrowhead") has the power to appoint a member to the board of managers of the Sponsor. Industry Ventures Tech Buyout, LP ("Tech Buyout") has the power to appoint two members to the board of managers of the Sponsor, IV Tech Buyout GP, LLC ("Tech Buyout GP") is the general partner of Tech Buyout and has the power to direct the affairs of Tech Buyout. |
| 4. (continued from footnote 3) Accordingly, each of HGGC Holdings, Arrowhead, Tech Buyout and Tech Buyout GP may be deemed to share dispositive power over the securities held by the Sponsor, and thus, may be deemed to be the beneficial owners of these securities. Each of HGGC Holdings, Arrowhead, Tech Buyout and Tech Buyout GP disclaims beneficial ownership of any securities held by the Sponsor except to the extent of such entity's pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| 5. Pursuant to the Business Combination Agreement, private placement warrants held by the Reporting Person which were held as of the effectiveness of the Company's initial public offering but were not exercisable until the consummation of the Business Combination were converted into warrants of New Movella. |
| Remarks: |
| Pathfinder Acquisition LLC By: /s/ Lance Taylor, Chief Financial Officer | 02/13/2023 | |
| Industry Ventures Tech Buyout, L.P.: /s/ Lindsay Sharma, Managing Director | 02/13/2023 | |
| IV Tech Buyout GP, LLC: /s/ Lindsay Sharma, Managing Director | 02/13/2023 | |
| Arrowhead Holdings, LLC: /s/ David Chung, Sole Manager | 02/13/2023 | |
| HGGC Pathfinder Holdings I, LLC: /s/ Richard Lawson, Manager | 02/13/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||