Movella Inc. executed the letter of intent to acquire Pathfinder Acquisition Corporation (NasdaqCM:PFDR) from Pathfinder Acquisition LLC, FP Credit Partners, L.P., Alpha Wave Global, LP and others in a reverse merger transaction on September 10, 2022. Movella Inc. entered into a definitive business combination agreement to acquire Pathfinder Acquisition Corporation (NasdaqCM:PFDR) from Pathfinder Acquisition LLC, FP Credit Partners, L.P., Alpha Wave Global, LP and others for approximately $380 million in a reverse merger transaction on October 3, 2022. The business combination transaction values Movella at a pro forma enterprise value of $537 million. Existing shareholders of Movella, including Kleiner Perkins, GIC and Columbia Threadneedle, will roll 100% stake into the combined company. The transaction is supported by $75 million of committed financing from affiliates of Francisco Partners. Upon closing of the transaction will result in Movella Holdings, Inc. being publicly listed on the Nasdaq Stock Market. Movella will continue to be led by Movella President and Chief Executive Officer Ben Lee and the Board shall initially consist of up to 7 directors.

The business combination, which has been approved by the Boards of Directors of Movella and Pathfinder. The deal is subject to approval by shareholders of Pathfinder and Movella, the New Movella Common Stock and the New Movella Warrants are expected to be listed on the Nasdaq Capital Markets, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the Registration Statement on Form S-4, Pathfinder having at least $5,000,001 of net tangible assets, the receipt of the applicable funding from FP Credit Partners, L.P. and its affiliates and other customary closing conditions. On February 8, 2023, the shareholders of Pathfinder approved the transaction. The transaction is expected to close in the first quarter of 2023. As of February 9, 2023 the transaction is expected to close on February 10, 2023. As of January 25, 2023, Pathfinder Acquisition Corporation announced in its general meeting (the “Shareholder Meeting”) originally scheduled for Wednesday, February 1, 2023 is being postponed to February 17, 2023. As a result of the Postponement, the previously disclosed deadline of January 30, 2023 (two business days before the Shareholder Meeting, as originally scheduled) for delivery of redemption requests from the Company's shareholders to the Company's transfer agent has been extended to February 15, 2023 (two business days before the postponed Shareholder Meeting). Proceeds from the transaction will be used to fund organic and inorganic growth, transaction fees and expenses and general corporate purposes.

Pathfinder was advised by Travis Lee Nelson, Ryan Brissette, Matt Pacey, Sonali Jindal, Aditi Iyer and Patrick Salvo of Kirkland & Ellis LLP and Walkers, and Movella was advised by Stifel (as exclusive financial advisor) and Allison M. Leopold Tilley, Davina Kaile, Danielle de Zorzi, Philip Tendler, Joseph Fastiggi, Cindy Schlaefer, Nora Burke and Drew Simon-Rooke of Pillsbury Winthrop Shaw Pittman LLP in connection with the transaction. Francisco Partners was advised by Latham & Watkins LLP in connection with the transaction. Continental Stock Transfer & Trust Company acted as exchange agent to Pathfinder. Morrow & Co., LLC acted as information agent with a service fee of $32,500 to Pathfinder. Kroll, LLC acted as financial advisor and fairness opinion provider with a service fee of $475,000 to Pathfinder. Marsh LLC and PricewaterhouseCoopers LLP acted as due diligence providers to Pathfinder. Haim Zaltzman, Elizabeth Oh, Ryan Maierson, Erika Weinberg and Katharine Moir of Latham & Watkins LLP acted as legal advisor to FP.

Movella Inc. completed the acquisition of Pathfinder Acquisition Corporation (NasdaqCM:PFDR) from Pathfinder Acquisition LLC, FP Credit Partners, L.P., Alpha Wave Global, LP and others in a reverse merger transaction on February 10, 2023. The combined company will operate as “Movella Holdings Inc.”, and its common stock and warrants are expected to begin trading on the Nasdaq Stock Market under the ticker symbol “MVLA” and “MVLAW”, respectively, on February 13, 2023. The Business Combination was approved by the respective Boards of Directors and shareholders of Pathfinder and Movella Inc.