The consummation of the Offer is not conditioned on financing or any minimum number of Shares being tendered
by Shareholders but is subject to certain other conditions as more fully described in The OfferSection 1General Terms and The
OfferSection 9Conditions; Termination; Waivers; Extensions; Amendments in the Offer to Purchase filed as Exhibit (a)(1)(A) to this Schedule 14D-9. The
foregoing summary of the Offer is qualified in its entirety by the descriptions contained in the Offer to Purchase and the Letter of Transmittal (including as the same may be amended, supplemented or otherwise modified).
Copies of the Offer to Purchase and the Letter of Transmittal, each dated as of December 5, 2022, are filed as Exhibits (a)(1)(A) and (a)(1)(B),
respectively, to this Schedule 14D-9 and are incorporated herein by reference. Copies of forms of certain letters distributed by the Purchasers in connection with the Offer as well as the Purchasers form
of Summary Advertisement published in the New York Times are filed as Exhibits (a)(1)(C) and (a)(1)(D), respectively, to this Schedule 14D-9. The press release, dated December 5, 2022, issued by
the Purchasers announcing the commencement of the Tender Offer is included as Exhibit (a)(1)(E) to this Schedule 14D-9.
As set forth in the
Schedule TO, the principal executive office of the Purchasers is located at 1114 Avenue of the Americas, 15th Floor, New York, NY 10036. The telephone number of the Purchasers is (646) 434-1343.
Information relating to the Offer, including the Offer to Purchase, the Letter of Transmittal and related documents and this Schedule 14D-9, can be found on the SECs website at https://www.sec.gov, or on the investor relations section of Pathfinders website at https://www.pathfinderacquisition.com/investor-relations.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Except as set forth or incorporated by reference in this Schedule 14D-9, to the Companys knowledge, as of the
date on which this Solicitation/Recommendation Statement was filed with the SEC, no material agreement, arrangement or understanding exists, nor is there an actual or potential conflict of interest, between (a) the Company, its executive
officers, directors or affiliates and (b) the Purchasers and any of their respective executive officers, directors or affiliates.
The purpose of the
Offer is to comply with provisions of the Commitment Letter, dated as of October 3, 2022, by and among the Company, Movella Inc., a Delaware corporation (Movella), Motion Merger Sub, Inc., a Delaware corporation
(Merger Sub), and FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles (collectively, FPCP) (the Commitment Letter), which
contemplated that the Purchasers would conduct the Offer for up to $75.0 million of the Shares in connection with providing up to $75.0 million of financing to support the transactions as contemplated by the Business Combination Agreement,
dated October 3, 2022, by and among the Company, Movella and Merger Sub (the Business Combination Agreement). The foregoing description of the purpose of the Offer is more fully described in the Offer to Purchase under
The OfferSection 5.BBackground and Purpose of the OfferEstablishment of Offer Terms and Purpose of the Offer and is incorporated as Exhibit (a)(1)(A) to this Schedule 14D-9.
Under the terms of the Commitment Letter, FPCP also committed to cause the Purchasers to launch the Offer and,
to the extent the total amount of Shares tendered and actually purchased upon expiration of the Offer is less than $75.0 million, to purchase from Pathfinder an amount of post-Domestication (as defined below) shares of common stock of New
Movella (as defined below), par value $0.00001 per share (New Movella Common Stock) equal to the difference between $75.0 million and the amount purchased by the Purchasers in the Offer (the Private
Placement).
Note Purchase Agreement
In
connection with the Commitment Letter, on November 14, 2022, Movella and certain of its subsidiaries, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and FP Credit Partners II AIV, L.P. and FP Credit Partners
Phoenix II AIV, L.P., as purchasers (the Note Purchasers), entered into a Note Purchase Agreement (the Note Purchase Agreement) pursuant to which, (a) Movella issued and sold to the Note Purchasers, and the
Note Purchasers purchased, senior secured notes of Movella in an aggregate original principal amount of $25.0 million (the Pre-Close Facility), and (b) subject to the fulfillment
of certain conditions precedent (including the consummation of the Merger (as defined below)), Movella agreed to make a deemed issuance and sale to the Note Purchasers, and the Note Purchasers agreed to make a deemed purchase, on the closing date of
the Domestication, the Merger and other transactions contemplated by the Business Combination Agreement (collectively, the Business Combination) (the Closing Date), of venture-linked senior secured notes in an
aggregate original principal amount of $75.0 million (the VLN Facility).
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