PATHFINDER ACQUISITION CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

August 12, 2021 at 05:09 pm EDT

Item 1.01 Entry Into A Material Definitive Agreement.

Amended and Restated Business Combination Agreement

As previously disclosed on the Current Report on Form 8-K (the "Signing 8-K") filed on July 19, 2021 by Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability ("Pathfinder"), on July 15, 2021, Pathfinder entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among Pathfinder, ServiceMax, Inc., a Delaware corporation ("ServiceMax"), and Stronghold Merger Sub, Inc., a Cayman Islands exempted company incorporated with limited liability and a wholly owned subsidiary of ServiceMax. On August 11, 2021, Pathfinder, ServiceMax and Serve Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pathfinder ("Serve Merger Sub"), entered into an Amended and Restated Business Combination Agreement, (the "A&R Business Combination Agreement"), amending and restating the Business Combination Agreement to provide that, among other things, (i) Pathfinder will acquire in a tax-free reorganization all of the equity securities of ServiceMax and (ii) Pathfinder intends to transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (as revised) , pursuant to which PFDR's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication"). The A&R Business Combination Agreement and the transactions contemplated thereby (collectively, the "Business Combination") were approved by the boards of directors of each of Pathfinder, ServiceMax and Serve Merger Sub and Pathfinder in its capacity as the sole shareholder of Serve Merger Sub.

The Business Combination and Consideration

The A&R Business Combination Agreement provides that, among other things, the following transactions will occur prior to the closing of the Business Combination (the "Closing") as part of a pre-closing reorganization (the "Pre-Closing Reorganization") on the terms and subject to the conditions set forth in the A&R Business Combination Agreement:

? ServiceMax will effect a forward stock split of the shares of common stock of

ServiceMax pursuant to a fixed exchange ratio such that, after giving effect

thereto, ServiceMax JV, LP, a Delaware limited partnership and the sole

shareholder of ServiceMax ("Parent"), will hold a number of shares of common

stock of ServiceMax equal to the number of Pathfinder Shares equal to the

Transaction Share Consideration (as defined below);

? each outstanding unvested equity award of Parent will be adjusted into

comparable equity awards of ServiceMax; and

? Parent shall be terminated, dissolved and liquidated in accordance with the

applicable provisions of the A&R Business Combination Agreement, the governing

documents of ServiceMax, Parent and the general partner of Parent, any

applicable agreements with any shareholders of Parent to which ServiceMax or

any of its subsidiaries, Parent or the general partner of Parent is a party or

bound and applicable laws, pursuant to which all of the shares of common stock

of ServiceMax held by Parent, immediately following the consummation of the

stock split described above shall be allocated to the vested equityholders of

Parent in accordance with the A&R Business Combination Agreement.

In connection with the Domestication, on the date on which the Closing occurs (the "Closing Date") prior to the Effective Time (as defined in the A&R Business Combination Agreement): (i) Pathfinder's name will change to "ServiceMax, Inc." (Pathfinder upon and after the consummation of the Domestication being referred to herein as "New SM"), (ii) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the "Class A ordinary shares"), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the "Class B ordinary shares"), of Pathfinder will be converted into one share of common stock, par value $0.00001 per share, of New SM (the "New SM Common Stock"); (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of Pathfinder will automatically represent the right to purchase one share of New SM Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Pathfinder warrant agreement; (iv) the governing documents of Pathfinder will be amended and restated and become the certificate of incorporation and the bylaws of New SM; and in connection with clauses (ii) and (iii) of this paragraph, each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Class A ordinary shares of Pathfinder and the underlying warrants of Pathfinder prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New SM Common Stock and one-fifth of one warrant representing the right to purchase one share of New SM Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Pathfinder warrant agreement.

On the Closing Date, the parties to the Business Combination Agreement shall cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware, pursuant to which Serve Merger Sub will merge with and into ServiceMax, with ServiceMax as the surviving company in such merger and, after giving effect to such merger, ServiceMax will become a wholly-owned subsidiary of New SM. In accordance with the terms and subject to the conditions of the A&R Business Combination Agreement, at the Effective Time, (i) each share of common stock of ServiceMax (having been distributed to the former vested equityholders of Parent pursuant to the Pre-Closing Reorganization) will be exchanged for shares of New SM Common Stock, based on an implied ServiceMax pre-transaction equity value of $1.425 billion, subject to adjustment which would subtract (a) the amount of the cash payments being made to holders of vested profits interests of Parent pursuant to the Pre-Closing Reorganization and (b) the employer portion of any payroll, social security, employment or similar taxes payable in connection with the vesting or settlement of any vested profits interests and cash awards of Parent (the "Transaction Share Consideration"), and (ii) each equity award with respect to ServiceMax common stock pursuant to the ServiceMax Inc. 2021 Rollover Incentive Plan (the "Company Rollover Plan") outstanding as of immediately prior to the Effective Time (including the equity awards issued to holders of unvested equity awards of Parent pursuant to the Pre-Closing Reorganization) will be converted into the right to receive New SM Common Stock in lieu of ServiceMax Common Stock.

The Business Combination is expected to close in the fourth quarter of 2021, subject to the required approval by Pathfinder's shareholders, delivery of the written consent by Parent and the fulfillment of other customary closing conditions.

Representations and Warranties; Covenants

The A&R Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including a covenant to use reasonable best efforts to consummate the Business Combination as promptly as reasonably practicable. Pathfinder has also agreed to take all actions within its power as may be necessary or reasonably appropriate such that, effective immediately after the closing of the Business Combination, the New SM board of directors shall consist of up to ten directors, who shall be divided into three classes, which directors shall include up to nine individuals designated by SLP Snowflake Aggregator, L.P. and one individual designated by Pathfinder Acquisition LLC (the "Sponsor").

Conditions to Each Party's Obligations

The obligation of Pathfinder and ServiceMax to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the absence of any order, law or other legal restraint or prohibition law issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction, in each case, preventing the consummation of the transactions contemplated by the A&R Business Combination Agreement, (iii) the effectiveness of the Registration Statement on Form S-4 to be filed by Pathfinder in connection with the Business Combination, (iv) the approval of Pathfinder's shareholders and the receipt of the Company Shareholder Written Consent (as defined in the A&R Business Combination Agreement), (v) the aggregate cash proceeds from Pathfinder's trust account being equal to or greater than $162,500,000, (vi) the approval of Pathfinder's listing application with the Designated Exchange (as defined in the A&R Business Combination Agreement) and (vii) after giving effect to the transactions contemplated by the A&R Business Combination Agreement, Pathfinder having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) immediately after the effective time of the Business Combination (the "Effective Time").

In addition, the obligation of ServiceMax to consummate the Business Combination . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above under the heading "Strategic Investor Financing" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Strategic Shares to be issued and sold to the Strategic Investors will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.





Additional Information

In connection with the proposed transaction, Pathfinder intends to file a registration statement on Form S-4 with the SEC that will include a prospectus with respect to the securities to be issued in connection with the proposed transaction and a proxy statement with respect to the shareholder meeting of Pathfinder to vote on the proposed transaction. Shareholders of Pathfinder and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these documents will contain important information about Pathfinder, ServiceMax and the proposed transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of Pathfinder as of a record date to be established for voting on the proposed transaction. Once available, shareholders of Pathfinder will also be able to obtain a copy of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Pathfinder Acquisition Corporation, 1950 University Avenue, Suite 350, Palo Alto, California 94303. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC's website (www.sec.gov).

Participants in the Solicitation

Pathfinder and ServiceMax and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of Pathfinder and their ownership is set forth in Pathfinder's filings with the SEC, including the final prospectus filed by Pathfinder on February 18, 2021 relating to Pathfinder's initial public offering and in its subsequent periodic reports and other filings with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Pathfinder shareholders in connection with the potential transaction will be set forth in the registration statement containing the preliminary proxy statement/prospectus when it is filed with the SEC. These documents are available free of charge at the SEC's website at www.sec.gov or by directing a request to: Pathfinder Acquisition Corporation, 1950 University Avenue, Suite 350, Palo Alto, California 94303.





No Offer or Solicitation

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Pathfinder or ServiceMax, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Pathfinder and ServiceMax. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans as they relate to the proposed transaction, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although each of Pathfinder and ServiceMax believes that it has a reasonable basis for each forward-looking statement contained in this Current Report on Form 8-K, each of Pathfinder and ServiceMax caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the proposed transaction, including the timing and structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither Pathfinder nor ServiceMax can assure you that the forward-looking statements in this Current Report on Form 8-K will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the shareholders of ServiceMax or Pathfinder is not obtained; the failure to realize the anticipated benefits of the business combination; risks relating to the uncertainty of the projected financial information with respect to ServiceMax; risks related to the timing and achievement of expected business milestones; the effects of competition on ServiceMax's business; the risk that the business combination disrupts current plans and operations of Pathfinder and ServiceMax as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; risks relating ServiceMax's history of no revenues and net losses; risks relating to ServiceMax's intellectual property portfolio; the amount of redemption requests made by Pathfinder's public shareholders; the ability of Pathfinder, ServiceMax or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the business combination or in the future and other risks and uncertainties, including those to be included under the heading "Risk Factors" in the registration statement on Form S-4 to be filed by ServiceMax with the SEC and those included under the heading "Risk Factors" in the final prospectus filed by Pathfinder on February 18, 2021 relating to Pathfinder's initial public offering and in its subsequent periodic reports and other filings with the SEC. The forward-looking statements in this Current Report on Form 8-K represent the views of Pathfinder and ServiceMax as of the date of this Current Report on Form 8-K. Subsequent events and developments may cause that view to change. However, while Pathfinder and ServiceMax may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Pathfinder or ServiceMax as of any date subsequent to the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                                  Description
2.1†        Amended and Restated Business Combination Agreement, dated as of
          August 11, 2021, by and among Pathfinder Acquisition Corporation,
          ServiceMax, Inc. and Serve Merger Sub, Inc.
10.1        Amended and Restated Sponsor Letter Agreement, dated as of August 11,
          2021, by and among Pathfinder Acquisition Corporation, Pathfinder
          Acquisition LLC, and each of Richard Lawson, David Chung, Lindsay
          Sharma, Jon Steven Young, Hans Swildens, Steven Walske, Lance Taylor,
          Omar Johnson and Paul Weiskopf.
10.2        Form of Amended and Restated Subscription Agreement.
10.3        Amended and Restated ServiceMax Transaction Support Agreement, dated
          as of August 11, 2021, by and among Pathfinder Acquisition Corporation,
          ServiceMax, Inc., Pathfinder Acquisition LLC, ServiceMax JV GP, LLC and
          ServiceMax JV, LP.
10.4        Amended and Restated ServiceMax Shareholder Transaction Support
          Agreement, dated as of August 11, 2021, by and among Pathfinder
          Acquisition Corporation, ServiceMax, Inc., Pathfinder Acquisition LLC
          and SLP Snowflake Aggregator, L.P.
10.5        Amended and Restated Registration and Shareholder Rights Agreement,
          dated as of August 11, 2021, by and among ServiceMax, Inc., Pathfinder
          Acquisition Corporation, Pathfinder Acquisition LLC, SLP Snowflake
          Aggregator, L.P. and the other parties named therein.

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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PATHFINDER ACQUISITION CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

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