0000899243-23-004776.txt : 20230213 0000899243-23-004776.hdr.sgml : 20230213 20230213172558 ACCESSION NUMBER: 0000899243-23-004776 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230210 FILED AS OF DATE: 20230213 DATE AS OF CHANGE: 20230213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Industry Ventures Tech Buyout, LP CENTRAL INDEX KEY: 0001750697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40074 FILM NUMBER: 23620116 BUSINESS ADDRESS: STREET 1: 30 HOTALING PLACE, 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-273-4201 MAIL ADDRESS: STREET 1: 30 HOTALING PLACE, 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pathfinder Acquisition LLC CENTRAL INDEX KEY: 0001839205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40074 FILM NUMBER: 23620117 BUSINESS ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 650-321-4910 MAIL ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94303 FORMER NAME: FORMER CONFORMED NAME: Arrowhead Growth Acquisition, LLC DATE OF NAME CHANGE: 20210106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IV TECH BUYOUT GP, LLC CENTRAL INDEX KEY: 0001846908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40074 FILM NUMBER: 23620115 BUSINESS ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE, SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 650-321-4910 MAIL ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE, SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HGGC PATHFINDER HOLDINGS I, LLC CENTRAL INDEX KEY: 0001846373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40074 FILM NUMBER: 23620114 BUSINESS ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE, SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 650-321-4910 MAIL ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE, SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARROWHEAD HOLDINGS, LLC / NEW CENTRAL INDEX KEY: 0001846572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40074 FILM NUMBER: 23620113 BUSINESS ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE, SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 650-321-4910 MAIL ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE, SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94303 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-10 0 0001839132 Movella Holdings Inc. MVLA 0001839205 Pathfinder Acquisition LLC C/O PATHFINDER ACQUISITION CORPORATION 1950 UNIVERSITY AVENUE, SUITE 350 PALO ALTO CA 94303 0 0 1 0 0001750697 Industry Ventures Tech Buyout, LP 522 WASHINGTON ST. SAN FRANCISCO CA 94111 0 0 1 0 0001846908 IV TECH BUYOUT GP, LLC 522 WASHINGTON ST. SAN FRANCISCO CA 94111 0 0 1 0 0001846373 HGGC PATHFINDER HOLDINGS I, LLC 1950 UNIVERSITY AVENUE, SUITE 350 PALO ALTO CA 94303 0 0 1 0 0001846572 ARROWHEAD HOLDINGS, LLC / NEW 272 ROUND HILL ROAD GREENWICH CT 068319 0 0 1 0 Common Stock 2023-02-10 4 M 0 4025000 A 4025000 I See footnotes Class B Ordinary Shares 2023-02-10 4 M 0 4025000 D Common Stock 4025000 4025000 I See footnotes Class B Ordinary Shares 2023-02-10 4 D 0 4025000 D Common Stock 4025000 0 I See footnotes Warrants 2023-02-10 4 A 0 4125000 D Common Stock 4125000 4125000 I See footnotes 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. 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. 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. (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. 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. Pathfinder Acquisition LLC By: /s/ Lance Taylor, Chief Financial Officer 2023-02-13 Industry Ventures Tech Buyout, L.P.: /s/ Lindsay Sharma, Managing Director 2023-02-13 IV Tech Buyout GP, LLC: /s/ Lindsay Sharma, Managing Director 2023-02-13 Arrowhead Holdings, LLC: /s/ David Chung, Sole Manager 2023-02-13 HGGC Pathfinder Holdings I, LLC: /s/ Richard Lawson, Manager 2023-02-13