0001193125-23-041547.txt : 20230217 0001193125-23-041547.hdr.sgml : 20230217 20230217075236 ACCESSION NUMBER: 0001193125-23-041547 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230217 DATE AS OF CHANGE: 20230217 GROUP MEMBERS: TSMC PARTNERS, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Movella Holdings Inc. CENTRAL INDEX KEY: 0001839132 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93379 FILM NUMBER: 23640303 BUSINESS ADDRESS: STREET 1: 3535 EXECUTIVE TERMINAL DRIVE STREET 2: SUITE 110 CITY: HENDERSON STATE: NV ZIP: 89052 BUSINESS PHONE: 310-481-1800 MAIL ADDRESS: STREET 1: 3535 EXECUTIVE TERMINAL DRIVE STREET 2: SUITE 110 CITY: HENDERSON STATE: NV ZIP: 89052 FORMER COMPANY: FORMER CONFORMED NAME: Pathfinder Acquisition Corp DATE OF NAME CHANGE: 20210106 FORMER COMPANY: FORMER CONFORMED NAME: Arrowhead Growth Acquisition Corp DATE OF NAME CHANGE: 20210105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD CENTRAL INDEX KEY: 0001046179 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: NO. 8, LI-HSIN ROAD 6 STREET 2: SCIENCE-BASED INDUSTRIAL PARK CITY: HSINCHU STATE: F5 ZIP: 00000 BUSINESS PHONE: 886-3-5636688 MAIL ADDRESS: STREET 1: NO. 8, LI-HSIN ROAD 6 STREET 2: SCIENCE-BASED INDUSTRIAL PARK CITY: HSINCHU STATE: F5 ZIP: 00000 SC 13G 1 d396508dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    ) *

 

 

Movella Holdings Inc.

(Name of Issuer)

Common Stock, $0.00001 Par Value Per Share

(Title of Class of Securities)

62459N105

(CUSIP Number)

February 10, 2023

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

* 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 62459N105    13G    Page 1 of 6 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Taiwan Semiconductor Manufacturing Company Limited (“TSMC”)

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Taiwan, Republic of China

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  3,095,359 (1)

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  3,095,359 (1)

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  3,095,359 (1)

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  6.1% (2)

12.  

  TYPE OF REPORTING PERSON

 

  CO

 

(1) 

Represents 3,095,359 shares of common stock held by TSMC Partners, Ltd., a wholly-owned subsidiary of TSMC.

(2)

The percentage used in this Schedule 13G is calculated based on approximately 50,877,511 shares of common stock of Movella Holdings Inc. (formerly known as Pathfinder Acquisition Corporation, the “Issuer”) issued and outstanding as of February 10, 2023, as reported on the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 13, 2023, which do not take into account shares issuable upon the exercise of warrants to purchase up to approximately 10,750,000 shares of common stock of the Issuer that remain outstanding after the Closing (as defined in the same Form 8-K).

CUSIP No. 62459N105    13G    Page 2 of 6 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  TSMC Partners, Ltd. (“TSMC Partners”)

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  British Virgin Island

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  3,095,359 (1)

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  3,095,359 (1)

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  3,095,359 (1)

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  6.1% (2)

12.  

  TYPE OF REPORTING PERSON

 

  CO

 

(1) 

Represents 3,095,359 shares of common stock held by TSMC Partners.

(2) 

The percentage used in this Schedule 13G is calculated based on approximately 50,877,511 shares of common stock of the Issuer issued and outstanding as of February 10, 2023, as reported on the Issuer’s Current Report on Form 8-K filed with the SEC on February 13, 2023, which do not take into account shares issuable upon the exercise of warrants to purchase up to approximately 10,750,000 shares of common stock of the Issuer that remain outstanding after the Closing (as defined in the same Form 8-K).

CUSIP No. 62459N105    13G    Page 3 of 6 Pages

 

Item 1.

 

  (a)

Name of Issuer

Movella Holdings Inc. (formerly known as Pathfinder Acquisition Corporation)

 

  (b)

Address of Issuer’s Principal Executive Offices

Suite 110, 3535 Executive Terminal Drive, Henderson, NV 89052, United States

Item 2.

 

  (a)

Name of Person Filing

TSMC

TSMC Partners (together with TSMC, the “Reporting Persons”)

The shares reported herein are directly held by TSMC Partners. TSMC Partners is a wholly-owned subsidiary of TSMC. Accordingly, TSMC may be deemed to indirectly beneficially own the securities of the Issuer held by TSMC Partners.

 

  (b)

Address of the Principal Office or, if none, residence

For each of the Reporting Persons: No. 8, Li-Hsin Road 6, Hsinchu Science Park, Hsinchu, Taiwan, Republic of China

 

  (c)

Citizenship

TSMC: Taiwan, Republic of China

TSMC Partners: British Virgin Island

 

  (d)

Title of Class of Securities

Common Stock, $0.00001 Par Value Per Share

 

  (e)

CUSIP Number

62459N105

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

CUSIP No. 62459N105    13G    Page 4 of 6 Pages

 

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)

The information required by Item 4(a) is set forth in Row (9) of the cover page for each Reporting Person and is incorporated herein by reference.

 

  (b)

Percent of class determined is based on approximately 50,877,511 shares of common stock of the Issuer issued and outstanding as of February 10, 2023, as reported on the Issuer’s Current Report on Form 8-K filed with the SEC on February 13, 2023, which do not take into account shares issuable upon the exercise of warrants to purchase up to approximately 10,750,000 shares of common stock of the Issuer that remain outstanding after the Closing (as defined in the same Form 8-K).

The information required by Item 4(b) is set forth in Row (11) on the cover page for each Reporting Person and is incorporated herein by reference.

As of the date hereof, TSMC Partners directly owned 3,095,359 shares of the common stock of the Issuer. TSMC Partners is a wholly-owned subsidiary of TSMC. Accordingly, TSMC may be deemed to indirectly beneficially own 3,095,359 shares of the common stock of the Issuer held by TSMC Partners.

 

  (c)

The information required by Item 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

CUSIP No. 62459N105    13G    Page 5 of 6 Pages

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2023

 

TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
By:  

/s/ Wendell Huang

  Name: Wendell Huang
  Title: Vice President & Chief Financial Officer & Spokesperson
TSMC PARTNERS, LTD.
By:  

/s/ Jen-Chau Huang

  Name: Jen-Chau Huang
  Title: Director

CUSIP No. 62459N105    13G    Page 6 of 6 Pages

 

EXHIBIT INDEX

 

Exhibit No.   

Description

1    Joint Filing Agreement
 EX-99.1 2 d396508dex991.htm EX-99.1 EX-99.1
CUSIP No. 62459N105       EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

Date: February 17, 2023

 

TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
By:  

/s/ Wendell Huang

  Name: Wendell Huang
  Title: Vice President & Chief Financial Officer & Spokesperson
TSMC PARTNERS, LTD.
By:  

/s/ Jen-Chau Huang

  Name: Jen-Chau Huang
  Title: Director