Cayman Islands* |
6770 |
98-1575384 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Matthew R. Pacey Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 Tel: (713) 836 3600 |
Matthew Jacobson Rachel Phillips Ropes & Gray LLP Three Embarcadero Center San Francisco CA 94111-4006 Tel: (415) 315-6300 Fax: (415) 315-6350 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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Title of Each Class of Securities to be Registered |
Amount to be Registered(4) |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee | ||||
New SM Common Stock(1) |
40,625,000 |
$9.85(5) |
$400,156,250 |
$43,658(8) | ||||
New SM Common Stock(2) |
10,750,000 |
$11.50(6) |
$123,625,000 |
$13,488(8) | ||||
Warrants to purchase New SM Common Stock(3) |
10,750,000 |
$1.10(7) |
$11,825,250 |
$1,291(8) | ||||
Total |
$58,435(8)(9) | |||||||
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(1) |
The number of shares of common stock of New SM (as defined below) being registered represents (i) 32,500,000 Class A ordinary shares underlying units issued in Pathfinder’s (as defined below) initial public offering and, (ii) 8,125,000 Class B ordinary shares held by the Initial Shareholders (as defined below) to be described in the proxy statement/prospectus forming part of this registration statement (the “ proxy statement/prospectus ”). |
(2) |
Represents shares of common stock of New SM (“ New SM Common Stock ”) to be issued upon the exercise of (i) 6,500,000 warrants to purchase Class A ordinary shares underlying units issued in Pathfinder’s initial public offering (“public warrants ”) and (ii) 4,250,000 warrants to purchase Class A ordinary shares underlying units issued in a private placement simultaneously with the closing of Pathfinder’s initial public offering (“private placement warrants ”). The foregoing (i) and (ii), together the “warrants ”. The warrants will convert into warrants to acquire shares of New SM Common Stock in connection with the Domestication (as defined below). |
(3) |
The number of warrants to acquire shares of New SM Common Stock being registered represents (i) 6,500,000 public warrants and (ii) 4,250,000 private placement warrants. |
(4) |
Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “ Securities Act ”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(5) |
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Pathfinder on the Nasdaq Capital Market (“ Nasdaq ”) on August 6, 2021 ($9.85 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. |
(6) |
Represents the exercise price of the warrants. |
(7) |
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Pathfinder public warrants on Nasdaq on August 6, 2021 ($1.10 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. |
(8) |
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by $0.0001091. |
(9) |
Previously paid. |
* |
Immediately prior to the consummation of the Business Combination, Pathfinder Acquisition Corporation, a Cayman Islands exempted company (“ 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 Delaware General Corporation Law and Part XII of the Cayman Islands Companies Act (as revised) (the “Domestication ”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “ServiceMax, Inc.” upon the consummation of the Domestication. As used herein, “New SM ” refers to Pathfinder after giving effect to the Domestication and the Business Combination. |
(a) | On the Closing Date, prior to the time at which the Merger (as defined below) becomes effective (the “ Effective Time ”), Pathfinder will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication ”), upon which Pathfinder will change its name to “ServiceMax, Inc.” (“New SM ”) (for further details, see “Proposal No. 2—The Domestication Proposal |
(b) | On the Closing Date, promptly following the Pre-Closing Reorganization of ServiceMax and the Domestication, Serve Merger Sub will merge with and into ServiceMax (the “Merger ”) at the Effective Time, with ServiceMax as the surviving company in the Merger and, after giving effect to such Merger, ServiceMax will be a wholly owned subsidiary of Pathfinder. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each share of ServiceMax outstanding as of immediately prior to the Effective Time (other than any shares held by dissenting holders of shares of common stock of ServiceMax who demand appraisal of such shares and comply with Section 262 of the General Corporation Law of the State of Delaware and the shares of ServiceMax that are cancelled pursuant to the Business Combination Agreement) shall be automatically cancelled and |
extinguished and converted into the right to receive a number of shares of “New SM Common Stock”, based on an implied ServiceMax pre-transaction equity value of $1.425 billion. Furthermore, at the Effective Time, each restricted stock award and restricted stock unit award with respect to ServiceMax Common Stock issued pursuant to the Rollover Plan outstanding as of immediately prior to the Effective Time (including the restricted stock awards and the restricted stock unit awards with respect to the ServiceMax Common Stock holders of unvested profits interests and cash awards of ServiceMax JV pursuant to the Pre-Closing Reorganization) will remain subject to the Rollover Plan but will be converted into the right to receive New SM Common Stock in lieu of ServiceMax Common Stock. The market value of the shares to be issued could vary significantly from the market value as of the date of this proxy statement/prospectus. |
• | Proposal No. 1—The Business Combination Proposal RESOLVED Business Combination Agreement ”), by and among Pathfinder, Serve Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pathfinder (“Serve Merger Sub ”), and ServiceMax, Inc., a Delaware corporation (“ServiceMax ”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, Pathfinder shall transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation, on the terms and subject to the conditions of the Business Combination Agreement, including by filing a certificate of domestication and deregistering as a Cayman Island exempt company, adopting the name “ServiceMax, Inc.”, (a) on the Closing Date, promptly following the Pre-Closing Reorganization of ServiceMax and the Domestication, Serve Merger Sub will merge with and into ServiceMax (the “Merger ”), with ServiceMax as the surviving company in the Merger and, after giving effect to such Merger, ServiceMax will be a wholly owned subsidiary of Pathfinder and (b) at the Effective Time, (i) each share of ServiceMax outstanding as of immediately prior to the Effective Time (other than any shares held by dissenting holders of shares of common stock of ServiceMax who demand appraisal of such shares and comply with Section 262 of the General Corporation Law of the State of Delaware and the shares of ServiceMax that are cancelled pursuant to the Business Combination Agreement) will be automatically cancelled and extinguished and converted into the right to receive a number of shares of New SM Common Stock, based on an implied ServiceMax pre-transaction equity value of $1.425 billion, and (ii) each restricted stock award and restricted stock unit award with respect to ServiceMax Common Stock issued pursuant to the Rollover Plan outstanding as of immediately prior to the Effective Time (including the restricted stock awards and the restricted stock unit awards with respect to the ServiceMax Common Stock holders of unvested profits interests and cash awards of ServiceMax JV pursuant to the Pre-Closing Reorganization) will remain subject to the Rollover Plan but will be converted into the right to receive New SM Common Stock in lieu of ServiceMax Common Stock, on the terms and subject to the conditions set forth in the Business Combination Agreement, certain related agreements (including the Subscription Agreements, Sponsor Letter Agreement, Company Transaction Support Agreement, Company Shareholder Transaction Support Agreement and the Registration and Shareholder Rights Agreement, each in the form attached to the proxy statement/prospectus as Annexes F, G, H, I and J, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects. |
• | Proposal No. 2—The Domestication Proposal RESOLVED |
Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, Pathfinder be continued and domesticated as a corporation under the laws of the state of Delaware and, conditional upon, and with effect from, the registration of Pathfinder as a corporation in the State of Delaware, the name of Pathfinder be changed from “ Pathfinder Acquisition Corporation” to “ServiceMax, Inc.” |
• | Proposal No. 3—The Charter Amendment Proposal—RESOLVED |
• | Advisory Governing Documents Proposals non-binding advisory basis, to approve the following material differences between the amended and restated memorandum and articles of association of Pathfinder (“Existing Governing Documents ”) and the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex B (the “Proposed Certificate of Incorporation ”) and the proposed new bylaws, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Proposed Bylaws ”) of “ServiceMax, Inc.” upon the Domestication (such proposals, collectively, the “Advisory Governing Documents Proposals ”). |
• | Proposal No. 4—Advisory Governing Documents Proposal A—RESOLVED non-binding advisory resolution, that the change in the authorized share capital of Pathfinder from (i) US$33,100.00 divided into 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) US$11,000 divided into 1,000,000,000 shares of common stock, par value $0.00001 per share, of New SM, and 100,000,000 shares of preferred stock, par value $0.00001 per share, of New SM, be approved. |
• | Proposal No. 5—Advisory Governing Documents Proposal B—RESOLVED, non-binding advisory resolution, that the authorization to the New SM Board to issue any or all shares of New SM Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SM Board and as may be permitted by the Delaware General Corporation Law be approved. |
• | Proposal No. 6—Advisory Governing Documents Proposal C—RESOLVED, non-binding advisory resolution, that certain provisions of the certificate of incorporation of New SM that are subject to the Registration and Shareholder Rights Agreement be approved. |
• | Proposal No. 7—Advisory Governing Documents Proposal D—RESOLVED, non-binding advisory resolution, that the removal of the ability of New SM stockholders to take action by written consent in lieu of a meeting unless investment fund(s) affiliated with or managed by Silver Lake or any of its affiliates, or any successor, transferee or affiliate thereof, beneficially own a majority of the voting power of all of the then-outstanding shares of capital stock of New SM entitled to vote on such action, or such action has been recommended or approved pursuant to a resolution approved by the affirmative vote of all of the directors then in office be approved. |
• | Proposal No. 8—Advisory Governing Documents Proposal E—RESOLVED, non-binding advisory resolution, that the amendment and restatement of the Existing Governing Documents be approved and that all other changes necessary or, as mutually agreed in good faith by Pathfinder and ServiceMax, desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex B and Annex C, respectively), including (i) changing the post-Business Combination corporate name from “Pathfinder Acquisition Corporation” to “ServiceMax, Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making New SM’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of |
America as the exclusive forum for litigation arising out of the Securities Act of 1933, as amended, and (iv) removing certain provisions related to Pathfinder’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination be approved. |
• | Proposal No. 9—Advisory Governing Documents Proposal F—RESOLVED, non-binding, advisory resolution, that the election of New SM not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested stockholders be approved. |
• | Proposal No. 10—The Nasdaq Proposal—RESOLVED |
• | Proposal No. 11—The Omnibus Incentive Plan Proposal RESOLVED |
• | Proposal No. 12—The ESPP Proposal RESOLVED |
• | Proposal No. 13—The Adjournment Proposal RESOLVED |
(i) | (a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares; |
(ii) | submit a written request to Continental, Pathfinder’s transfer agent, in which you (a) request that New SM redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and |
(iii) | deliver share certificates (if any) and other redemption forms (as applicable) to Continental, Pathfinder’s transfer agent, physically or electronically through The Depository Trust Company. |
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K-1 |
• | “Articles of Association” are to the second amended and restated articles of association of Pathfinder. |
• | “Business Combination” are to the Domestication, the Merger and other transactions contemplated by the Business Combination Agreement, collectively, including the Stronghold Private Placement; |
• | “Business Combination Agreement” are to that certain Business Combination Agreement, dated July 15, 2021, as amended and restated on August 11, 2021, by and among Pathfinder, ServiceMax and Serve Merger Sub, as amended; |
• | “Cayman Islands Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “Class A ordinary shares” are to the Class A ordinary shares, par value $0.0001 per share, of Pathfinder, which will automatically convert, on a one-for-one |
• | “Class B ordinary shares” are to the 8,125,000 Class B ordinary shares, par value $0.0001 per share, of Pathfinder outstanding as of the date of this proxy statement/prospectus that were initially issued to the Sponsor in a private placement prior to Pathfinder’s initial public offering and of which 75,000 were transferred to three of Pathfinder’s independent directors (25,000 each) in February 2021, and, in connection with the Domestication, will automatically convert, on a one-for-one |
• | “Closing” are to the closing of the Business Combination; |
• | “Closing Date” are to the date on which the Closing actually occurs; |
• | “Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal and the Charter Amendment Proposal, collectively; |
• | “Continental” are to Continental Stock Transfer & Trust Company; |
• | “Domestication” are to the transfer by way of continuation and deregistration of Pathfinder from the Cayman Islands under the Cayman Islands Companies Act and the continuation and domestication of Pathfinder as a corporation incorporated in the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, pursuant to which Pathfinder’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware; |
• | “Effective Time” are to the time at which the Merger becomes effective. |
• | “ESPP” are to the ServiceMax, Inc. 2021 Employee Stock Purchase Plan to be considered for adoption and approval by the shareholders pursuant to the ESPP Proposal; |
• | “extraordinary general meeting” are to the extraordinary general meeting of Pathfinder at , on , 2021, at , or at such other time, on such other date and at such other place to which the meeting may be adjourned; |
• | “Existing Governing Documents” are to the Memorandum of Association and Articles of Association of Pathfinder; |
• | “HGGC” are to HGGC, LLC, a Delaware limited liability company; |
• | “Industry Ventures” are to Industry Ventures, L.L.C., a Delaware limited liability company |
• | “initial public offering” are to Pathfinder’s initial public offering that was consummated on February 19, 2021; |
• | “Omnibus Incentive Plan” are to the ServiceMax, Inc. 2021 Omnibus Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Omnibus Incentive Plan Proposal; |
• | “Initial Shareholders” are to Sponsor and each of Pathfinder’s directors and officers; |
• | “Memorandum of Association” are to the second amended and restated memorandum of association of Pathfinder; |
• | “Merger” are to the merger of Serve Merger Sub with and into ServiceMax pursuant to the Business Combination Agreement, with ServiceMax as the surviving company in the Merger and, after giving effect to such Merger, ServiceMax becoming a wholly owned subsidiary of New SM; |
• | “Nasdaq” are to the Nasdaq Capital Market; |
• | “New SM” are to ServiceMax, Inc., a Delaware corporation, upon and after the consummation of the Domestication and the Business Combination; |
• | “New SM Board” are to the board of directors of New SM; |
• | “New SM Common Stock” are to the common stock, par value $0.00001 per share, of New SM; |
• | “New SM Preferred Stock” are to the preferred stock, par value $0.00001 per share, of New SM; |
• | “ordinary shares” are to Pathfinder’s Class A ordinary shares and Class B ordinary shares; |
• | “Pathfinder,” “we,” “us” or “our” are to Pathfinder Acquisition Corporation, a Cayman Islands exempted company, prior to the consummation of the Domestication and the Business Combination; |
• | “Pathfinder Board” are to Pathfinder’s board of directors; |
• | “private placement” are to the private placement of the private placement warrants by Pathfinder to the Sponsor that was consummated as part of the closing of Pathfinder’s initial public offering, at a price of $2.00 per private placement warrant, generating gross proceeds to Pathfinder of $8.5 million. |
• | “private placement warrants” are to the 4,250,000 private placement warrants outstanding as of the date of this proxy statement/ prospectus that were issued to the Sponsor in the private placement, each exercisable to purchase one Class A ordinary share at $11.50 per share, which are substantially identical to the public warrants sold as part of the units in the initial public offering, subject to certain limited exceptions; |
• | “pro forma” are to giving pro forma effect to the Business Combination, including the Merger and the Stronghold Private Placement; |
• | “Proposed Bylaws” are to the proposed bylaws of New SM to be effective upon the Domestication attached to this proxy statement/prospectus as Annex C; |
• | “Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New SM to be effective upon the Domestication attached to this proxy statement/prospectus as Annex B; |
• | “Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws; |
• | “public shareholders” are to holders of public shares, whether acquired in Pathfinder’s initial public offering or acquired in the secondary market; |
• | “public shares” are to the currently outstanding 32,500,000 Class A ordinary shares of Pathfinder, whether acquired in Pathfinder’s initial public offering or acquired in the secondary market; |
• | “public warrants” are to the currently outstanding 6,500,000 redeemable warrants to purchase Class A ordinary shares of Pathfinder that were issued by Pathfinder in its initial public offering; |
• | “redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents; |
• | “SEC” are to the Securities and Exchange Commission; |
• | “Serve Merger Sub” are to Serve Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pathfinder. |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “ServiceMax” are to ServiceMax, Inc., a Delaware corporation, prior to the consummation of the Business Combination; |
• | “ServiceMax Common Stock” are to the common stock, par value $0.01 per share, of ServiceMax; |
• | “ServiceMax JV” are to ServiceMax JV, LP, a Delaware limited partnership and the parent entity of ServiceMax; |
• | “ServiceMax Shareholders” are to the existing shareholders of ServiceMax, including Silver Lake and current and former management and other services providers of ServiceMax; |
• | “Silver Lake” are to SLP Snowflake Aggregator, L.P., a Delaware limited partnership., the general partner of which is an investment vehicle affiliated with Silver Lake. Silver Lake is a global technology investment firm, with more than $83 billion in combined assets under management and committed capital, and a team of investment and operating professionals based in North America, Europe and Asia; |
• | “Sponsor” are to Pathfinder Acquisition LLC, a Delaware limited liability company, which is a partnership among affiliates of HGGC and Industry Ventures; |
• | “Stronghold Private Placement” are to the transactions contemplated by the Subscription Agreements, pursuant to which the Stronghold Private Placement Investors have collectively committed to subscribe for an aggregate of up to 1,037,500 shares of New SM Common Stock for an aggregate purchase price of up to $10,375,000 to be consummated in connection with and immediately prior to Closing; |
• | “Stronghold Private Placement Investors” are to the investors participating in the Stronghold Private Placement, collectively; |
• | “Subscription Agreements” are to the subscription agreements, as may be amended, entered into by Pathfinder, ServiceMax and each of the Stronghold Private Placement Investors in connection with the Stronghold Private Placement; |
• | “transfer agent” are to Continental, Pathfinder’s transfer agent; |
• | “trust account” are to the trust account established at the consummation of Pathfinder’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee; |
• | “units” are to the units of Pathfinder, each unit representing one Class A ordinary share and one-fifth of one warrant to acquire one Class A ordinary share, that were offered and sold by Pathfinder in its initial public offering; and |
• | “warrants” are to the public warrants and the private placement warrants. |
• | Pathfinder’s ability to complete the Business Combination with ServiceMax or, if Pathfinder does not consummate such Business Combination, any other initial business combination; |
• | satisfaction or waiver of the conditions to the Business Combination including, among others; (i) the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”); (ii) no judicial or governmental order, prohibition or other legal restraint preventing the consummation of the transactions contemplated by the Business Combination Agreement; (iii) this Registration Statement on Form S-4 having become effective; (iv) the shareholders of Pathfinder and ServiceMax having consented to the Business Combination Agreement and consummation of the transactions contemplated therein; (v) Pathfinder having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the Stronghold Private Placement; (vi) the approval by Nasdaq of Pathfinder’s listing application in connection with the Business Combination; (vii) the aggregate cash proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement are equal to or greater than $162,500,000, after payment of any Pathfinder shareholder redemptions but before payment of Pathfinder’s unpaid expenses and ServiceMax’s unpaid expenses; and (viii) the aggregate cash proceeds available for release from the trust account in connection with the transaction contemplated in the Business Combination Agreement, together with the proceeds of the Stronghold Private Placement, being equal to or greater than $225,000,000. |
• | the projected financial information, growth rate and market opportunity of New SM; |
• | the ability to obtain and/or maintain the listing of the New SM Common Stock and the warrants on the Nasdaq, and the potential liquidity and trading of such securities; |
• | the effect of the announcement and consummation of the proposed Business Combination on the current plans and operations of ServiceMax; |
• | the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; |
• | costs related to the proposed Business Combination; |
• | New SM’s ability to raise financing in the future; |
• | New SM’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the completion of the Business Combination; |
• | ServiceMax’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | ServiceMax’s future financial performance; |
• | the ability of New SM to expand or maintain its existing customer base; |
• | the effect of global economic conditions or political transitions on ServiceMax’s customers and their ability to continue to purchase ServiceMax products; and |
• | Pathfinder’s ability to consummate the Business Combination. |
A: | Pathfinder shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, on the Closing Date prior to the Effective Time, (i) Pathfinder will be renamed “ServiceMax, Inc.”, and (ii) each share of ServiceMax outstanding as of immediately prior to the Effective Time (other than any shares held by dissenting holders of shares of common stock of ServiceMax who demand appraisal of such shares and comply with Section 262 of the General Corporation Law of the State of Delaware and the shares of ServiceMax that are cancelled pursuant to the Business Combination Agreement) will be exchanged for shares of New SM Common Stock, based on an implied ServiceMax pre-transaction equity value of $1.425 billion. Furthermore, at the Effective Time each restricted stock award and restricted stock unit award with respect to ServiceMax Common Stock issued pursuant to the Rollover Plan outstanding as of immediately prior to the Effective Time (including the restricted stock awards and the restricted stock unit awards with respect to ServiceMax Common Stock issued to holders of unvested profits interests and cash awards of ServiceMax JV pursuant to the Pre-Closing Reorganization) will remain subject to the Rollover Plan but will be converted into the right to receive New SM Common Stock in lieu of ServiceMax Common Stock. See “Business Combination Proposal |
Q: |
What proposals are shareholders of Pathfinder being asked to vote upon? |
A: | At the extraordinary general meeting, Pathfinder is asking holders of its ordinary shares to consider and vote upon thirteen (13) separate proposals: |
• | a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby: |
• | a proposal to approve by special resolution the Domestication; |
• | a proposal to approve by special resolution the Proposed Governing Documents; |
• | the following six (6) separate proposals to approve by special resolution (unless stated otherwise) the following material differences between the Existing Governing Documents and the Proposed Governing Documents: |
○ |
to authorize by way of ordinary resolution the change in the authorized share capital of Pathfinder from (i) US$33,100.00 divided into 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) US$11,000 divided into 1,000,000,000 shares New SM Common Stock and 100,000,000 shares of New SM Preferred Stock; |
○ |
to authorize the New SM Board to issue any or all shares of New SM Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SM Board and as may be permitted by the DGCL; |
○ |
to provide that certain provisions of the certificate of incorporation of New SM are subject to the Registration and Shareholder Rights Agreement; |
○ |
to authorize the removal of the ability of New SM stockholders to take action by written consent in lieu of a meeting unless investment fund(s) affiliated with or managed by Silver Lake or any of its affiliates, or any successor, transferee or affiliate thereof, beneficially own a majority of the voting power of all of the then-outstanding shares of capital stock of New SM entitled to vote on such action, or such action has been recommended or approved pursuant to a resolution approved by the affirmative vote of all of the directors then in office; |
○ |
to amend and restate the Existing Governing Documents and authorize all other changes necessary or, as mutually agreed in good faith by Pathfinder and ServiceMax, desirable in connection with the replacement of Existing Governing Documents with the Proposed Governing Documents as part of the Domestication; |
○ |
to authorize the election of New SM to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested stockholder; |
• | a proposal to approve by ordinary resolution the issuance of shares of New SM Common Stock in connection with the Business Combination and the Stronghold Private Placement in compliance with the Nasdaq Listing Rules; |
• | a proposal to approve and adopt by ordinary resolution the Omnibus Incentive Plan; |
• | a proposal to approve and adopt by ordinary resolution the ESPP; and |
• | a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. |
Q: |
Why is Pathfinder proposing the Business Combination? |
A: | Pathfinder is a blank check company incorporated on December 18, 2020, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although Pathfinder may pursue an acquisition opportunity in any business, industry, sector or geographical location, for purposes of consummating the initial business combination, Pathfinder has focused on a growth-oriented technology or technology-enabled target that is at a key inflection point in its evolution and a beneficiary of secular tailwinds in one of several rapidly changing segments of the global economy. Pathfinder is not permitted under its Existing Governing Documents to effect a business combination solely with a blank check company or a similar type of company with nominal operations. |
Q: |
Did the Pathfinder Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination? |
A: | No. The Pathfinder Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, Pathfinder’s management, the members of the Pathfinder Board and the other representatives of Pathfinder have substantial experience in evaluating the operating and financial merits of companies similar to ServiceMax and reviewed certain financial information of ServiceMax and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of Pathfinder’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, Pathfinder is relying solely on the judgment of the Pathfinder Board in valuing ServiceMax’s business and investors will be assuming the risk that the Pathfinder Board may not have properly valued such business. |
Q: |
What will ServiceMax’s equityholders receive in return for the Business Combination with Pathfinder? |
A: | On the Closing Date, promptly following the consummation of the Domestication, Serve Merger Sub will merge with and into ServiceMax, with ServiceMax as the surviving company in the Merger and, after giving effect to such Merger, ServiceMax will be a wholly owned subsidiary of Pathfinder. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each share of ServiceMax outstanding as of immediately prior to the Effective Time (other than any shares held by dissenting holders of shares of common stock of ServiceMax who demand appraisal of such shares and comply with Section 262 of the General Corporation Law of the State of Delaware and the shares of ServiceMax that are cancelled pursuant to the Business Combination Agreement) will be exchanged for shares of New SM Common Stock, based on an implied ServiceMax pre-transaction equity value of $1.425 billion. Furthermore, at the Effective Time, each restricted stock award and restricted stock unit award with respect to ServiceMax Common Stock issued pursuant to the Rollover Plan outstanding as of immediately prior to the Effective Time (including the restricted stock awards and the restricted stock unit awards with respect to ServiceMax Common Stock issued to holders of unvested profits interests and cash awards of ServiceMax JV pursuant to the Pre-Closing Reorganization) will remain subject to the Rollover Plan but will be converted into the right to receive New SM Common Stock in lieu of ServiceMax Common Stock. The market value of the shares to be issued could vary significantly from the market value as of the date of this proxy statement/prospectus. |
Q: |
How will the combined company be managed following the Business Combination? |
A: | Following the Closing, it is expected that the New SM Board will initially consist of ten directors, which will be divided as evenly as practicable into three classes (Class I, II and III). Pursuant to the Registration |
and Shareholder Agreement, upon the Closing, the New SM Board will initially consist of up to nine individuals designed by Silver Lake (including a sufficient quantity of independent directors as is required to meet the requirements of the SEC and Nasdaq) and one individual designated by Sponsor, who shall be David Chung. Please see the section entitled “ Management of New SM Following the Business Combination |
Q: |
What equity stake will current Pathfinder shareholders and current equityholders of ServiceMax hold in New SM immediately after the consummation of the Business Combination? |
A: | As of the date of this proxy statement/prospectus, there are (i) 32,500,000 Class A ordinary shares outstanding underlying units issued in Pathfinder’s initial public offering, and (ii) 8,125,000 Class B ordinary shares outstanding held by Pathfinder’s Initial Shareholders. As of the date of this proxy statement/prospectus, there are outstanding 4,250,000 private placement warrants held by the Sponsor and 6,500,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Merger, will entitle the holder thereof to purchase one share of New SM Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination or the Stronghold Private Placement and assuming that none of Pathfinder’s outstanding public shares are redeemed in connection with the Business Combination), Pathfinder’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 51,375,000 ordinary shares. |
Share Ownership in New SM |
||||||||
No redemptions |
Maximum redemptions(1) |
|||||||
Percentage of Outstanding Shares |
Percentage of Outstanding Shares |
|||||||
Pathfinder public shareholders(1)(2) |
19.6 | % | 14.9 | % | ||||
Sponsor and other initial shareholders(3) |
6.2 | % | 6.2 | % | ||||
ServiceMax Stockholders(2)(4) |
73.7 | % | 78.3 | % | ||||
Stronghold Private Placement Investors |
0.5 | % | 0.6 | % |
(1) | Assumes that 33.96% of Pathfinder’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum amount of redemptions while still satisfying the condition to the consummation of the Business Combination that proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement, together with the proceeds of the Stronghold Private Placement be equal to or greater than $225,000,000. |
(2) | Includes 6,500,000 public warrants as if fully exercised. |
(3) | Includes 4,250,000 private placement warrants as if fully exercised. |
(4) | Includes shares owned by Silver Lake as well as stock awards issued in respect of Rollover Plan. |
Q: |
Why is Pathfinder proposing the Domestication? |
A: | The Pathfinder Board believes that there are significant advantages to Pathfinder that will arise as a result of a change of its domicile to Delaware. Further, the Pathfinder Board believes that any direct benefit that the Delaware General Corporation Law (the “ DGCL ”) provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The Pathfinder Board believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of Pathfinder and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal—Reasons for the Domestication |
Q: |
What amendments will be made to the current constitutional documents of Pathfinder? |
A: | The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Pathfinder’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace Pathfinder’s Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects: |
Existing Governing Documents |
Proposed Governing Documents | |||
Authorized Shares (Advisory Governing Documents Proposal A) |
The share capital under the Existing Governing Documents is US$33,100.00 divided into 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. See paragraph 7 of the Memorandum of Association. |
The Proposed Governing Documents authorize US$11,000 divided into 1,000,000,000 shares New SM Common Stock and 100,000,000 shares of New SM Preferred Stock. See Article V of the Proposed Certificate of Incorporation. | ||
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent Advisory Governing Documents Proposal B) |
The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with par value US$0.0001 per share and with such designation, | The Proposed Governing Documents authorize the board of directors to issue all or any shares of preferred stock in one or more series and to fix for each such |
Existing Governing Documents |
Proposed Governing Documents | |||
rights and preferences as may be determined from time to time by the Pathfinder Board. Accordingly, the Pathfinder Board is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. See paragraph 7 of the Memorandum of Association and Article 8 of the Articles of Association. |
series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the board of directors may determine. See Article V subsection B of the Proposed Certificate of Incorporation. | |||
Registration and Shareholder Rights Agreement Advisory Governing Documents Proposal C |
The Existing Governing Documents are not subject to any director composition agreement. | The Proposed Governing Documents provide that certain provisions therein are subject to the Registration and Shareholder Rights Agreement. See Article VII subsections 3, 4 and 5 of the Proposed Certificate of Incorporation. | ||
Shareholder/Stockholder Written Consent In Lieu of a Meeting Advisory Governing Documents Proposal D |
The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution. See Article 1 of our Articles of Association. |
The Proposed Governing Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but prohibit the ability of stockholders to act by written consent in lieu of a meeting, unless Silver Lake or any of its affiliates, or any successor, transferee or affiliate thereof owns a majority of the voting power of the shares of capital stock of New SM then outstanding or such action has been recommended or approved pursuant to a resolution approved by the affirmative vote of all of the directors then in office. See Article VI subsection 1 of the Proposed Certificate of Incorporation. | ||
Corporate Name Advisory Governing Documents Proposal E |
The Existing Governing Documents provide the name of | The Proposed Governing Documents will provide that the |
Existing Governing Documents |
Proposed Governing Documents | |||
the company is “Pathfinder Acquisition Corporation” See paragraph 1 of our Memorandum of Association. |
name of the corporation will be “ServiceMax, Inc.” See Article I of the Proposed Certificate of Incorporation. | |||
Perpetual Existence Advisory Governing Documents Proposal E |
The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by February 19, 2023 (twenty-four months after the closing of Pathfinder’s initial public offering), Pathfinder will cease all operations except for the purposes of winding up and will redeem the shares issued in Pathfinder’s initial public offering and liquidate its trust account. See Article 163 of our Articles of Association. |
The Proposed Governing Documents do not include any provisions relating to New SM’s ongoing existence; the default under the DGCL will make New SM’s existence perpetual. This is the default rule under the DGCL. | ||
Exclusive Forum Advisory Governing Documents Proposal E |
The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States federal district courts as the exclusive forum for litigation arising out of the Securities Act. See Article XIII of the Proposed Certificate of Incorporation. | ||
Provisions Related to Status as Blank Check Company ( Advisory Governing Documents Proposal E |
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. See Articles 156 - 170 of our Articles of Association. |
The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. | ||
Takeovers by Interested Stockholders (Advisory Governing Documents Proposal F |
The Existing Governing Documents do not provide restrictions on takeovers of Pathfinder by a related shareholder following a business combination. | The Proposed Governing Documents provide that New SM will not be governed by Section 203 of the DGCL. See Article XII of the Proposed Certificate of Incorporation. |
Q: |
How will the Domestication affect my ordinary shares, warrants and units? |
A: | In connection with the Domestication, on the Closing Date prior to the Effective Time (as defined below): (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share, of Pathfinder will be converted into one share of New SM Common Stock; (ii) 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; (iii) the governing documents of Pathfinder will be amended and restated and become the certificate of incorporation and the bylaws of New SM as described in this proxy statement/prospectus; and (iv) Pathfinder’s name will change to “ServiceMax, Inc.” In connection with clauses (i) and (ii) 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. See “Domestication Proposal |
Q: |
What are the U.S. federal income tax consequences of the Domestication? |
A: | As discussed more fully under “ U.S. Federal Income Tax Considerations tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code ”). Such opinion of counsel is based on, and subject to, customary assumptions, qualifications and limitations, and the assumptions, qualifications and limitations discussed more fully under “U.S. Federal Income Tax Considerations” and in the opinion included as Exhibit 8.1 hereto, as well as representations of Pathfinder. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Pathfinder, this result is not entirely clear. In the case of a transaction, such as the Domestication, that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F), U.S. Holders (as defined in “U.S. Federal Income Tax Considerations—U.S. Holders |
• | a U.S. Holder whose public shares have a fair market value of less than $50,000 on the date of the Domestication generally should not recognize any gain or loss and should not be required to include any part of Pathfinder’s earnings in income; |
• | a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of |
our stock generally should recognize gain (but not loss) on the exchange of public shares for shares of New SM Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its public shares provided certain other requirements are satisfied; and |
• | a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally should be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its public shares provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend by virtue of the dividends received deduction for foreign-sourced dividends of foreign corporations under Section 245A of the Code. |
Q: |
Do I have redemption rights? |
A: | If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal How do I exercise my redemption rights? |
Q: |
How do I exercise my redemption rights? |
A: | In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, Pathfinder’s public shareholders may request that Pathfinder redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must: |
(i) | (a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; |
(ii) | submit a written request to Continental, Pathfinder’s transfer agent, in which you (a) request that we redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and |
(iii) | deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“ DTC ”). |
Q: |
If I am a holder of units, can I exercise redemption rights with respect to my units? |
A: | No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Pathfinder’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and your share certificates (if any) and other redemption forms (as applicable) delivered to Continental, Pathfinder’s transfer agent, by , on , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares. |
Q: |
What are the U.S. federal income tax consequences of exercising my redemption rights? |
A: | We expect that a holder of our public shares that exercises its redemption rights to receive cash from the trust account in exchange for its shares of New SM Common Stock will generally be treated as selling such shares of New SM Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of New SM Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “ U.S. Federal Income Tax Considerations. |
Q: |
What happens to the funds deposited in the trust account after consummation of the Business Combination? |
A: | Following the closing of our initial public offering, an amount equal to $325,000,000 ($10.00 per unit) of the net proceeds from our initial public offering and the sale of the private placement warrants was placed in the trust account. As of , funds in the trust account totaled $ . These funds will remain in the trust account, except for the withdrawal of interest earned on the funds held in the trust account to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law. |
Q: |
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights? |
A: | Pathfinder’s public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders. However, a condition to the consummation of the Business Consummation is that the aggregate cash proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement, together with the proceeds of the Stronghold Private Placement, is equal to or greater than $225,000,000. |
Q: |
What conditions must be satisfied to complete the Business Combination? |
A: | The consummation of the Business Combination is conditioned upon, among other things, (i) the applicable waiting period under the HSR Act relating to the transactions contemplated by the Business Combination Agreement having expired or been terminated; (ii) no judicial or governmental order, prohibition or other legal restraint preventing the consummation of the transactions contemplated by the Business Combination Agreement; (iii) this Registration Statement on Form S-4 having become effective; (iv) the shareholders of Pathfinder and ServiceMax having consented to the Business Combination Agreement and consummation of the transactions contemplated therein; (v) Pathfinder having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the Stronghold Private Placement; (vi) the approval by Nasdaq of Pathfinder’s listing application in connection with the Business Combination; (vii) the aggregate cash proceeds available for release from the trust |
account in connection with the transactions contemplated in the Business Combination Agreement are equal to or greater than $162,500,000, after payment of any Pathfinder shareholder redemptions but before payment of Pathfinder’s unpaid expenses and ServiceMax’s unpaid expenses; and (viii) the aggregate cash proceeds available for release from the trust account in connection with the transaction contemplated in the Business Combination Agreement, together with the proceeds of the Stronghold Private Placement, being equal to or greater than $225,000,000. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. |
Q: |
When do you expect the Business Combination to be completed? |
A: | The consummation of the Business Combination is conditioned upon, among other things, (i) the applicable waiting period under the HSR Act relating to the transactions contemplated by the Business Combination Agreement having expired or been terminated; (ii) no judicial or governmental order, prohibition or other legal restraint preventing the consummation of the transactions contemplated by the Business Combination Agreement; (iii) this Registration Statement on Form S-4 having become effective; (iv) the shareholders of Pathfinder and ServiceMax having consented to the Business Combination Agreement and consummation of the transactions contemplated therein; (v) Pathfinder having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the Stronghold Private Placement; (vi) the approval by Nasdaq of Pathfinder’s listing application in connection with the Business Combination; (vii) the aggregate cash proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement are equal to or greater than $162,500,000, after payment of any Pathfinder shareholder redemptions but before payment of Pathfinder’s unpaid expenses and ServiceMax’s unpaid expenses; and (viii) the aggregate cash proceeds available for release from the trust account in connection with the transaction contemplated in the Business Combination Agreement, together with the proceeds of the Stronghold Private Placement, being equal to or greater than $225,000,000. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. |
Q: |
What happens if the Business Combination is not consummated? |
A: | Pathfinder will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If Pathfinder is not able to consummate the Business Combination with ServiceMax nor able to complete another business combination by February 19, 2023, Pathfinder will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Pathfinder to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pathfinder’s remaining shareholders and the Pathfinder Board, liquidate and dissolve, subject in the cases of clauses (ii) and (iii), to Pathfinder’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws. |
Q: |
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication? |
A: | Neither Pathfinder’s shareholders nor Pathfinder warrant holders have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL. |
Q: |
What do I need to do now? |
A: | You should read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. Pathfinder shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. |
Q: |
How do I vote? |
A: | If you were a holder of record of ordinary shares on , 2021, the record date for the extraordinary general meeting, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Q: |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: | No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. |
Q: |
When and where will the extraordinary general meeting be held? |
A: | The extraordinary general meeting will be held at , Eastern Time, on , 2021, at , and virtually live via webcast at , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. |
Q: |
How will the COVID-19 pandemic impact in-person voting at the General Meeting? |
A: | Pathfinder intends to hold the extraordinary general meeting in person. However, Pathfinder is sensitive to the public health and travel concerns its shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, Pathfinder may impose additional procedures or limitations on meeting attendees. Pathfinder plans to announce any such updates in a press release filed with the SEC and on its proxy website at , and Pathfinder encourages you to check this website prior to the meeting if you plan to attend. |
Q: |
What impact will the COVID-19 Pandemic have on the Business Combination? |
A: | Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the business of Pathfinder and ServiceMax, and there is no guarantee that efforts by Pathfinder and ServiceMax to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If Pathfinder or ServiceMax are unable to recover from a business disruption on a timely basis, the Business Combination and New SM’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus outbreak and become more costly. Each of Pathfinder and ServiceMax may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations. |
Q: |
Who is entitled to vote at the extraordinary general meeting? |
A: | We have fixed , 2021 as the record date for the extraordinary general meeting. If you were a shareholder of Pathfinder at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he, she or they is present in person or is represented by proxy at the extraordinary general meeting. |
Q: |
How many votes do I have? |
A: | Each Pathfinder shareholder is entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were ordinary shares issued and outstanding, of which were issued and outstanding public shares. |
Q: |
What constitutes a quorum? |
A: | A quorum of Pathfinder shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders holding at least a majority of the paid up voting share capital of Pathfinder entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, ordinary shares would be required to achieve a quorum for each proposal contained in this proxy statement. |
Q: |
What vote is required to approve each proposal at the extraordinary general meeting? |
A: | The following votes are required for each proposal at the extraordinary general meeting: |
(i) | Business Combination Proposal: |
(ii) | Domestication Proposal: two-thirds (2/3) of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. |
(iii) | Charter Amendment Proposal: two-thirds (2/3) of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting vote at the extraordinary general meeting. |
(iv) | Advisory Governing Documents Proposals: |
(v) | Nasdaq Proposal: |
(vi) | Omnibus Incentive Plan Proposal: |
(vii) | ESPP Proposal: |
(viii) | Adjournment Proposal: |
Q: |
What are the recommendations of the Pathfinder Board? |
A: | The Pathfinder Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Pathfinder and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the separate Advisory Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Omnibus Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. |
Q: |
How do Sponsor and the other Initial Shareholders intend to vote their shares? |
A: | Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Initial Shareholders have agreed to vote all of their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 20.0% of the issued and outstanding ordinary shares. As a result, in addition to the Initial Shareholder’s ordinary shares, Pathfinder would need 12,187,501 or approximately 37.5% (assuming all issued and outstanding ordinary shares are voted), or 2,031,251 or approximately 6.25% (assuming only the minimum number of ordinary shares representing a quorum are voted) of the issued and outstanding ordinary shares to be voted in favor of the business combination in order to have the business combination approved. |
Q: |
What happens if I sell my Pathfinder ordinary shares before the extraordinary general meeting? |
A: | The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting. |
Q: |
May I change my vote after I have mailed my signed proxy card? |
A: | Yes. Shareholders may send a later-dated, signed proxy card to Pathfinder’s Chief Executive Officer at the address set forth below so that it is received by the Chief Executive Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on , 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to the Chief Executive Officer, which must be received by the Chief Executive Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote. |
Q: |
What happens if I fail to take any action with respect to the extraordinary general meeting? |
A: | If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of New SM. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Pathfinder. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination. |
Q: |
What should I do if I receive more than one set of voting materials? |
A: | Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares. |
Q: |
Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting? |
A: | Pathfinder will pay the cost of soliciting proxies for the extraordinary general meeting. Pathfinder has engaged Morrow Sodali, LLC to assist in the solicitation of proxies for the extraordinary general meeting. Pathfinder has agreed to pay Morrow Sodali, LLC a fee of $32,500, plus disbursements, and will reimburse Morrow Sodali, LLC for its reasonable out-of-pocket |
Q: |
Where can I find the voting results of the extraordinary general meeting? |
A: | The preliminary voting results will be announced at the extraordinary general meeting. Pathfinder will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting. |
Q: |
Who can help answer my questions? |
A: | If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
• | Advisory Governing Documents Proposal A |
• | Advisory Governing Documents Proposal B |
• | Advisory Governing Documents Proposal C |
• | Advisory Governing Documents Proposal D |
by Silver Lake or any of its affiliates, or any successor, transferee or affiliate thereof, beneficially own a majority of the voting power of all of the then-outstanding shares of capital stock of New SM entitled to vote on such action, or such action has been recommended or approved pursuant to a resolution approved by the affirmative vote of all of the directors then in office. |
• | Advisory Governing Documents Proposal E |
• | Advisory Governing Documents Proposal F |
• | Meets the acquisition criteria that Pathfinder had established to evaluate prospective business combination targets. |
• | Exposure to an attractive market. |
• | Market positioning. |
• | Attractive financial profile |
• | Potential for accelerating organic growth. |
• | Experienced management team with strong sponsorship. |
• | Established strategic partnerships. |
• | Results of due diligence. |
• | Financial analysis conducted by Pathfinder’s management team and valuation. |
• | Other alternatives. |
• | Negotiated transaction. |
• | Benefits Not Achieved. |
• | Liquidation of Pathfinder. |
• | Redemption risk. |
• | Exclusivity. |
• | Shareholder vote. |
• | Future financial performance. |
• | Risk that the LiquidFrameworks acquisition may not be completed. |
• | Post-Business Combination corporate governance; terms of the Registration and Shareholder Rights Agreement. |
• | Limitations of review. |
• | Closing conditions. |
• | Litigation. |
• | Fees and expenses. |
• | Other risks. |
Share Ownership in New SM |
||||||||
No redemptions |
Maximum redemptions(1) |
|||||||
Percentage of Outstanding Shares |
Percentage of Outstanding Shares |
|||||||
Pathfinder public shareholders(1)(2) |
19.6 | % | 14.9 | % | ||||
Sponsor and other initial shareholders(3) |
6.2 | % | 6.2 | % | ||||
ServiceMax Stockholders(2)(4) |
73.7 | % | 78.3 | % | ||||
Stronghold Private Placement Investors |
0.5 | % | 0.6 | % |
(1) | Assumes that 33.96% of Pathfinder’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum amount of redemptions while still satisfying the condition to the consummation of the Business Combination that proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement, together with the proceeds of the Stronghold Private Placement be equal to or greater than $225,000,000. |
(2) | Includes 6,500,000 public warrants as if fully exercised. |
(3) | Includes 4,250,000 private placement warrants as if fully exercised. |
(4) | Includes shares owned by Silver Lake as well as stock awards issued in respect of Rollover Plan. |
(i) | Business Combination Proposal: |
(ii) | Domestication Proposal: two-thirds (2/3) of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. |
(iii) | Charter Amendment Proposal: two-thirds (2/3) of the ordinary shares who, being present in person or by proxy at the extraordinary general meeting, vote at the extraordinary general meeting. |
(iv) | Advisory Governing Documents Proposal: |
(v) | Nasdaq Proposal: |
(vi) | Omnibus Incentive Plan Proposal: |
(vii) | ESPP Proposal: |
(vi) | Adjournment Proposal: |
ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. |
(i) | (a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares; |
(ii) | submit a written request to Continental, Pathfinder’s transfer agent, in which you (a) request that Pathfinder redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and |
(iii) | deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, Pathfinder’s transfer agent, physically or electronically through DTC. |
• | the fact that the Initial Shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination; |
• | the fact that the Sponsor paid an aggregate of $25,000 (including direct and indirect capital contributions from certain of Pathfinder’s directors and officers) for the 8,125,000 Class B ordinary shares currently owned by the Initial Shareholders, which includes 25,000 Class B ordinary shares transferred to each to Steve Walske, Omar Johnson and Paul Weiskopf in consideration for their service as independent directors of Pathfinder. If unrestricted and freely tradable, such shares would be valued at approximately $ , based on the closing price of Pathfinder’s Class A ordinary shares of $ per share on , 2021. In the event that Pathfinder fails to consummate a business combination by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents), this investment will be lost; |
• | the fact that, because the Initial Shareholders purchased their Class B ordinary shares at approximately $0.003 per share, the Initial Shareholders could make a substantial profit after our initial business combination even if our public stockholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination); |
• | the fact that Sponsor paid $8,500,000 for its private placement warrants, and those warrants would be worthless if a business combination is not consummated by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents), which if unrestricted and freely tradable would be valued at approximately $ , based on the closing price of Pathfinder’s public warrants of $ per public warrant on , 2021; |
• | the fact that Sponsor has issued to Pathfinder a promissory note for up to $500,000 to enable Pathfinder to pay its expenses (the “Working Capital Note”), of which $ is outstanding as of , 2021. The ability of Pathfinder to repay the amounts drawn under the Working Capital Note is dependent upon the completion of an initial business combination; |
• | the fact that Sponsor, the other Initial Shareholders and Pathfinder’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Pathfinder fails to complete an initial business combination by February 19, 2023; |
• | the fact that the Registration and Shareholder Rights Agreement will be entered into by the Sponsor; |
• | the right of the Sponsor and Pathfinder’s independent directors to hold New SM Common Stock following the Business Combination, subject to certain lock-up periods in the case of the Sponsor; |
• | the continued indemnification of Pathfinder’s directors and officers and the continuation of Pathfinder’s directors’ and officers’ liability insurance after the Business Combination ( i.e. |
• | the fact that the Sponsor and Pathfinder’s officers and directors will lose their entire investment in Pathfinder if an initial business combination is not consummated by February 19, 2023; |
• | the fact that ServiceMax has entered into a definitive agreement to acquire LiquidFrameworks and that certain of Pathfinder’s directors are principals of Industry Ventures, which has a small indirect, passive interest in LiquidFrameworks; |
• | the fact that if the trust account is liquidated, including in the event Pathfinder is unable to complete an initial business combination by February 19, 2023, the Sponsor has agreed to indemnify Pathfinder to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Pathfinder has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Pathfinder, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and |
• | the fact that Pathfinder may be entitled to distribute or pay over funds held by Pathfinder outside the trust account to the Sponsor or any of its Affiliates prior to the Closing. |
Sources ($m) |
Uses ($m) | |||||
Cash in trust |
$325.0 | Cash to Balance Sheet |
$292.6 | |||
Sponsor Promote(1) |
41.0 | Sponsor Promote(1) |
41.0 | |||
Stronghold Private Placement |
10.4 | ServiceMax Equity |
1,425.0 | |||
ServiceMax Equity Rollover |
1425.0 | Transaction Costs |
42.8 | |||
Total |
$1,801.4 |
Total |
$1,801.4 |
(1) | Represents the 4,125,000 shares held by Sponsor at Closing not subject to transfer restrictions and potential forfeiture. |
Sources ($m) |
Uses ($m) | |||||
Cash in trust |
$214.6 | Cash to Balance Sheet |
$182.2 | |||
Sponsor Promote(1) |
41.0 | Sponsor Promote(1) |
41.0 | |||
Stronghold Private Placement |
10.4 | ServiceMax Equity Rollover |
1,425.0 | |||
ServiceMax Equity Rollover |
1425.0 | Transaction Costs |
42.8 | |||
Total |
$1,691.0 |
Total |
$1,691.0 |
(1) | Represents the 4,125,000 shares held by Sponsor at Closing not subject to transfer restrictions and potential forfeiture. |
• | We have a history of operating losses and may not achieve or sustain profitability in the future. |
• | If we are unable to attract new customers or continue to broaden our existing customers’ use of our solution, our revenue growth will be adversely affected. |
• | Any interruptions or delays in services from third parties, including data center hosting facilities, cloud computing platform providers and other hardware and software vendors, could impair the delivery of our services and harm our business. |
• | Fundamental elements of the ServiceMax operating system are built on the Salesforce Platform and we rely on our commercial agreements with Salesforce to provide our solution to our customers. |
• | Defects or disruptions in our services could, harm our reputation or the reputation of our brands, diminish demand for our services and subject us to substantial liability. |
• | Supporting our existing and growing customer base could strain our personnel resources and infrastructure, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan. |
• | We may not be able to sustain our revenue growth rate in the future. |
• | Sales to customers outside the United States expose us to risks inherent in international operations. |
• | If we do not accurately predict, prepare for, and respond promptly to rapidly evolving technological, market and customer developments, our competitive position and business prospects may be harmed. |
• | We use “open source” software in our solution, which may restrict how we use or distribute our solutions, require that we release the source code of certain software subject to open source licenses or subject us to litigation or other actions that could adversely affect our business. |
• | Our efforts to expand our service offerings and to develop and integrate our existing services in order to keep pace with technological developments may not succeed and may reduce our revenue growth rate and harm our business. |
• | New SM’s actual operating and financial results in any given period may differ from guidance New SM provides to the public. |
• | If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. |
• | Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand, cause us to incur significant expenses and harm our business. |
• | Our Sponsor and members of our management team have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. |
• | Neither the Pathfinder Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination. |
• | The COVID-19 pandemic triggered an economic crisis which may delay or prevent the consummation of the Business Combination. |
• | Since Pathfinder’s Initial Shareholders have interests that are different, or in addition to (and which may conflict with), the interests of our public shareholders, a conflict of interest may have existed in determining whether the Business Combination with ServiceMax is appropriate as our initial Business Combination. Such interests include that Pathfinder’s Initial Shareholders, will lose their entire investment in us if our Business Combination is not completed. |
• | Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel of New SM, some of whom may be from ServiceMax, and some of whom may join New SM following the Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of New SM. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | Sponsor, as well as ServiceMax, our directors, executive officers, advisors and their affiliates, may elect to purchase public shares prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our Class A ordinary shares. |
• | If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in our initial public offering). |
• | The other risks and uncertainties discussed in “Risk Factors” elsewhere in this proxy statement/prospectus. |
• | No redemption scenario |
• | Maximum redemption scenario |
Unaudited Pro Forma |
||||||||
Pro Forma Combined (No Redemption Scenario) |
Pro Forma Combined (Maximum Redemption Scenario) |
|||||||
(in thousands, except share and per share data) |
||||||||
Summary Unaudited Pro Forma Condensed Combined |
||||||||
Statement of Operations Data |
||||||||
Six Months Ended July 31, 2021 |
||||||||
Revenue |
$ | 62,195 | $ | 62,195 | ||||
Cost of revenue |
31,718 | 31,718 | ||||||
Total operating expenses |
67,036 | 67,036 | ||||||
Loss from operations |
(36,559 | ) | (36,559 | ) | ||||
Net loss |
(29,663 | ) | (29,663 | ) | ||||
Unaudited Pro Forma |
||||||||
Pro Forma Combined (No Redemption Scenario) |
Pro Forma Combined (Maximum Redemption Scenario) |
|||||||
(in thousands, except share and per share data) |
||||||||
Summary Unaudited Pro Forma Condensed Combined |
||||||||
Statement of Operations Data |
||||||||
Year Ended January 31, 2021 |
||||||||
Revenue |
$ | 109,150 | $ | 109,150 | ||||
Cost of revenue |
65,193 | 65,193 | ||||||
Total operating expenses |
156,231 | 156,231 | ||||||
Loss from operations |
(112,274 | ) | (112,274 | ) | ||||
Net loss |
(84,128 | ) | (84,128 | ) | ||||
Unaudited Pro Forma |
||||||||
Pro Forma Combined (No Redemption Scenario) |
Pro Forma Combined (Maximum Redemption Scenario) |
|||||||
(in thousands, except share and per share data) |
||||||||
Summary Unaudited Pro Forma Condensed Combined |
||||||||
Balance Sheet Data |
||||||||
As of July 31, 2021 |
||||||||
Total current assets |
$ | 405,374 | $ | 294,990 | ||||
Total assets |
895,114 | 784,730 | ||||||
Total current liabilities |
91,435 | 91,435 | ||||||
Total liabilities |
113,553 | 113,553 | ||||||
Common stock, subject to possible redemption |
— | — | ||||||
Total stockholders’ equity (deficit) |
781,561 | 671,177 |
• | third-party attempts to fraudulently induce our employees, partners or customers to disclose sensitive information such as user names, passwords or other information to gain access to our customers’ data or IT systems, or our data or our IT systems; |
• | efforts by individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations or nation-states, hacktivists, industrial espionage, malicious insiders, or other criminals to launch coordinated attacks, including ransomware, phishing attacks, distributed denial-of-service |
• | third-party attempts to abuse our marketing, advertising or social platforms to impersonate persons or organizations and disseminate information that is false or misleading; |
• | cyberattacks on our internally built infrastructure on which many of our service offerings operate, or on third-party cloud-computing platform providers; |
• | vulnerabilities resulting from enhancements and updates to our existing service offerings; |
• | vulnerabilities in the products or components across the broad ecosystem that our services operate in conjunction with and are dependent on; |
• | vulnerabilities existing within new technologies and infrastructures, including those from acquired companies; |
• | attacks on, or vulnerabilities in, the many different underlying networks and services that power the Internet that our products depend on, most of which are not under our control or the control of our vendors, partners, or customers; and |
• | employee or contractor errors or intentional acts that compromise our security systems. |
• | frequent changes to, and growth in complexity of, the techniques used to breach, obtain unauthorized access to, or sabotage IT systems and infrastructure, which are generally not recognized until launched against a target, and could result in our being unable to anticipate or implement adequate measures to prevent such techniques or difficulty to detect such techniques for long periods of time; |
• | the continued evolution of our internal IT systems; |
• | the acquisition of new companies, requiring us to incorporate and secure different or more complex IT environments; |
• | authorization by our customers to third-party technology providers to access their customer data, which may lead to our customers’ inability to protect their data that is stored on our servers; and |
• | our limited control over our customers or third-party technology providers, or the processing of data by third-party technology providers, which may not allow us to maintain the integrity or security of such transmissions or processing. |
• | our ability to retain current customers or attract new customers; |
• | the activation, delay in activation or cancelation of large blocks of users by customers; |
• | the timing of recognition of professional services revenues; |
• | the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; |
• | acquisitions of our customers, to the extent the acquirer elects not to continue using our solution or reduces subscriptions to it; |
• | customer renewal rates; |
• | increases or decreases in the number of users licensed or pricing changes upon renewals of customer contracts; |
• | network outages or security breaches; |
• | general economic, industry and market conditions; |
• | changes in our pricing policies or those of our competitors; |
• | seasonal variations in sales of our solution, which have historically been highest in the fourth quarter of our fiscal year; |
• | the timing and success of new product introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners; and |
• | the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies. |
• | natural disasters, acts of war, terrorism, and actual or threatened public health emergencies, including the ongoing COVID-19 pandemic and related public health measures and resulting changes to laws and regulations, including changes oriented toward protecting local businesses or restricting the movement of our or our customers’ employees; |
• | localization of our services, including translation into foreign languages and associated expenses; |
• | regulatory frameworks or business practices favoring local competitors; |
• | pressure on the creditworthiness of sovereign nations, where we have customers and a balance of our cash, cash equivalents and marketable securities; |
• | foreign currency fluctuations and controls, which may make our services more expensive for international customers and could add volatility to our operating results; |
• | compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including employment, tax, privacy, anti-corruption, import/export, customs, anti-boycott, sanctions and embargoes, antitrust, data transfer, storage and protection, and industry-specific laws and regulations, including rules related to compliance by our third-party resellers and our ability to identify and respond timely to compliance issues when they occur; |
• | liquidity issues or political actions by sovereign nations, including nations with a controlled currency environment, which could result in decreased values of these balances or potential difficulties protecting our foreign assets or satisfying local obligations; |
• | treatment of revenue from international sources, evolving domestic and international tax environments, and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding taxes in foreign jurisdictions; |
• | uncertainty regarding regulation, currency, tax, and operations resulting from the United Kingdom’s exit from the EU (“ Brexit ”) on January 31, 2020 and possible disruptions in trade, the sale of our services and commerce, and movement of our people between the United Kingdom, EU, and other locations; |
• | uncertainty regarding the imposition of and changes in the United States’ and other governments’ trade regulations, trade wars, tariffs, other restrictions or other geopolitical events, including the evolving relations between the United States and China; |
• | restrictions on the international transfer of certain data; |
• | regional data privacy laws and other regulatory requirements that apply to outsourced service providers and to the transmission of our customers’ data across international borders, which grow more complex as we scale, expand into new markets and enhance the breadth of our service offerings; |
• | different pricing environments; |
• | difficulties in staffing and managing foreign operations; |
• | different or lesser protection of our intellectual property, including increased risk of theft of our proprietary technology and other intellectual property; |
• | longer accounts receivable payment cycles and other collection difficulties; and |
• | regional economic and political conditions. |
• | our customers’ internally developed enterprise applications; |
• | vendors of packaged business software, as well as companies offering enterprise apps delivered through on-premises offerings from enterprise software application vendors and cloud computing application service providers, either individually or with others; |
• | software companies that provide their product or service free of charge as a single product or when bundled with other offerings, or only charge a premium for advanced features and functionality; |
• | vendors who offer software tailored to specific services that are more directed toward those specific services than our full suite of service offerings; |
• | suppliers of traditional business intelligence and data preparation products, as well as business analytics software companies; |
• | integration software vendors and other companies offering integration or API solutions; |
• | traditional platform development environment companies and cloud computing development platform companies who may develop toolsets and products that allow customers to build new apps that run on the customers’ current infrastructure or as hosted services. |
• | our inability to integrate or benefit from acquired technologies or services; |
• | unanticipated costs or liabilities associated with the acquisition; |
• | incurrence of acquisition-related costs; |
• | difficulty integrating the technology, accounting systems, operations, control environments and personnel of the acquired business and integrating the acquired business or its employees into our culture; |
• | difficulties and additional expenses associated with supporting legacy solutions and infrastructure of the acquired business; |
• | difficulty converting the customers of the acquired business to our solution and contract terms, including disparities in licensing terms; |
• | additional costs for the support or professional services model of the acquired company; |
• | diversion of management’s attention and other resources; |
• | adverse effects to our existing business relationships with business partners and customers; |
• | the issuance of additional equity securities that could dilute the ownership interests of our stockholders; |
• | incurrence of debt on terms unfavorable to us or that we are unable to repay; |
• | incurrence of substantial liabilities; |
• | difficulties retaining key employees of the acquired business; and |
• | adverse tax consequences, substantial depreciation or deferred compensation charges. |
• | the requirement that a majority of its board of directors consist of independent directors; |
• | the requirement that its director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is comprised entirely of independent directors and that it adopt a written charter or board resolution addressing the nominations process; and |
• | the requirement that it have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | the division of our board of directors into three classes and the election of each class for three-year terms; |
• | advance notice requirements for stockholder proposals and director nominations; |
• | the ability of the board of directors to fill a vacancy created by the expansion of the board of directors; |
• | the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; |
• | limitations on the ability of stockholders to call special meetings and to take action by written consent following the date that the funds affiliated with Silver Lake no longer beneficially own a majority of our common stock; and |
• | the required approval of holders of at least a majority of the voting power of the outstanding shares of our capital stock to adopt, amend or repeal certain provisions of our certificate of incorporation and bylaws or remove directors for cause, in each case following the date that the funds affiliated with Silver Lake no longer beneficially own a majority of our common stock. |
• | market conditions in the broader stock market; |
• | actual or anticipated fluctuations in our quarterly financial and operating results; |
• | introduction of new products or services by us or our competitors; |
• | our dependence on third party vendors and platforms; |
• | scaling our personnel resources and operational infrastructure; |
• | retention of customers; |
• | delayed revenue recognition; |
• | changing economic conditions; |
• | adoption of our latest technologies and products; |
• | regulatory, legal or political developments; |
• | public response to press releases or other public announcements by us or third parties, including our filings with the SEC; and |
• | changes in accounting principles. |
• | the fact that our Initial Shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination; |
• | the fact that the Sponsor paid an aggregate of $25,000 (including direct and indirect capital contributions from certain of Pathfinder’s directors and officers) for the 8,125,000 Class B ordinary shares currently owned by the Initial Shareholders, which includes 25,000 Class B ordinary shares transferred to each to Steve Walske, Omar Johnson and Paul Weiskopf in consideration for their service as independent directors of Pathfinder. If unrestricted and freely tradable, such shares would be valued at approximately $ , based on the closing price of Pathfinder’s Class A ordinary shares of $ per share on , 2021. In the event that Pathfinder fails to consummate a business combination by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents), this investment will be lost; |
• | the fact that, because the Initial Shareholders purchased their Class B ordinary shares at approximately $0.003 per share, the Initial Shareholders could make a substantial profit after our initial business combination even if our public stockholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination); |
• | the fact that Sponsor paid $8,500,000 for its private placement warrants, and those warrants would be worthless if a business combination is not consummated by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents), which if unrestricted and freely tradable would be valued at approximately $ , based on the closing price of Pathfinder’s public warrants of $ per public warrant on , 2021; |
• | the fact that Sponsor has issued to Pathfinder the Working Capital Note for up to $500,000 to enable Pathfinder to pay its expenses, of which $ is outstanding as of , 2021. The ability of Pathfinder to repay the amounts drawn under the Working Capital Note is dependent upon the completion of an initial business combination; |
• | the fact that Sponsor, the other Initial Shareholders and Pathfinder’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Pathfinder fails to complete an initial business combination by February 19, 2023; |
• | the right of the Sponsor and Pathfinder’s independent directors to hold New SM Common Stock following the Business Combination, subject to certain lock-up periods in the case of the Sponsor; |
• | the continued indemnification of Pathfinder’s directors and officers and the continuation of Pathfinder’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”); |
• | the fact that the Sponsor and Pathfinder’s officers and directors will lose their entire investment in Pathfinder if an initial business combination is not consummated by February 19, 2023; |
• | the fact that ServiceMax has entered into a definitive agreement to acquire LiquidFrameworks and that certain of Pathfinder’s directors are principals of Industry Ventures, which has a small indirect, passive interest in LiquidFrameworks; |
• | the fact that if the trust account is liquidated, including in the event Pathfinder is unable to complete an initial business combination by February 19, 2023, the Sponsor has agreed to indemnify Pathfinder to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Pathfinder has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Pathfinder, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and |
• | the fact that Pathfinder may be entitled to distribute or pay over funds held by Pathfinder outside the trust account to the Sponsor or any of its Affiliates prior to the Closing. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination. |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | changes in the industries in which New SM and its customers operate; |
• | variations in its operating performance and the performance of its competitors in general; |
• | material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy; |
• | actual or anticipated fluctuations in New SM’s quarterly or annual operating results; |
• | publication of research reports by securities analysts about New SM or its competitors or its industry; |
• | the public’s reaction to New SM’s press releases, its other public announcements and its filings with the SEC; |
• | New SM’s failure or the failure of its competitors to meet analysts’ projections or guidance that New SM or its competitors may give to the market; |
• | additions and departures of key personnel; |
• | changes in laws and regulations affecting its business; |
• | commencement of, or involvement in, litigation involving New SM; |
• | changes in New SM’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of New SM Common Stock available for public sale; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism. |
• | a limited availability of market quotations for New SM’s securities; |
• | reduced liquidity for New SM’s securities; |
• | a determination that New SM Common Stock is a “penny stock” which will require brokers trading in New SM Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New SM’s securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | a U.S. Holder of Pathfinder public shares whose Pathfinder public shares have a fair market value of less than $50,000 on the date of the Domestication, should generally not recognize any gain or loss and should generally not be required to include any part of Pathfinder’s earnings in income pursuant to the Domestication; |
• | a U.S. Holder of Pathfinder public shares whose Pathfinder public shares have a fair market value of $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Pathfinder public shares entitled to vote and less than 10% of the total value of all classes of Pathfinder public shares should generally recognize gain (but not loss) on the exchange of Pathfinder public shares for shares in New SM (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts” attributable to their Pathfinder public shares, provided certain other requirements are satisfied. Pathfinder does not expect to have significant cumulative earnings and profits on the date of the Domestication; and |
• | a U.S. Holder of Pathfinder public shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Pathfinder public shares entitled to vote or 10% or more of the total value of all classes of Pathfinder public shares should generally be required to include in income as a dividend the “all earnings and profits amount” attributable to its Pathfinder public shares, provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Pathfinder does not expect to have significant cumulative earnings and profits on the date of the Domestication. |
• | the ability of the New SM Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the limitation of the liability of, and the indemnification of, New SM’s directors and officers; |
• | a prohibition on stockholder action by written consent except under certain circumstances, which forces stockholder action to be taken at an annual or special meeting of stockholders after such date and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; |
• | the requirement that a special meeting of stockholders may be called only by a majority of the entire New SM Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; |
• | the ability of the New SM Board to amend the bylaws, which may allow the New SM Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to the New SM Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New SM Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New SM. |
• | a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby; |
• | a proposal to approve by special resolution the Domestication; |
• | a proposal to approve by special resolution the adoption and approval of the Charter Amendment Proposal; |
• | the following six separate proposals to approve on a non-binding advisory basis, by ordinary resolution the following material differences between the Existing Governing Documents and the Proposed Governing Documents: |
• | to authorize the change in the authorized share capital of Pathfinder from (i) US$33,100.00 divided into 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) US$11,000 divided into 1,000,000,000 shares New SM Common Stock and 100,000,000 shares of New SM Preferred Stock; |
• | to authorize the New SM Board to issue any or all shares of New SM Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SM Board and as may be permitted by the DGCL; |
• | to provide that certain provisions of the certificate of incorporation of New SM are subject to the Registration and Shareholder Rights Agreement; |
• | the removal of the ability of New SM stockholders to take action by written consent in lieu of a meeting unless investment fund(s) affiliated with or managed by Silver Lake or any of its affiliates, or any successor, transferee or affiliate thereof, beneficially own a majority of the voting power of all of the then-outstanding shares of capital stock of New SM entitled to vote on such action, or such action has been recommended or approved pursuant to a resolution approved by the affirmative vote of all of the directors then in office; |
• | to amend and restate the Existing Governing Documents and authorize all other changes in connection with the replacement of Existing Governing Documents with the Proposed Governing Documents as part of the Domestication, including (i) changing the post-Business Combination corporate name from “Pathfinder Acquisition Corporation” to “ServiceMax, Inc.” (which is expected to occur upon the effectiveness of the Domestication), (ii) making New SM’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States federal district courts as the exclusive forum for litigation arising out of the Securities Act, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Pathfinder Board believes is necessary to adequately address the needs of New SM after the Business Combination; |
• | to authorize the election of New SM to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested stockholders. |
• | a proposal to approve by ordinary resolution the issuance of shares of New SM Common Stock issued in connection with the Business Combination and the Stronghold Private Placement pursuant to Nasdaq Listing Rule 5635; |
• | a proposal to approve and adopt by ordinary resolution the Omnibus Incentive Plan; |
• | a proposal to approve and adopt by ordinary resolution the ServiceMax, Inc. 2021 Employee Stock Purchase Plan; and |
• | a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. |
• | You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Pathfinder Board “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the separate Advisory Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Omnibus Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted. |
• | You can attend the extraordinary general meeting and vote in person, or you may attend the extraordinary general meeting virtually and vote electronically. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way Pathfinder can be sure that the broker, bank or nominee has not already voted your shares. |
• | you may send another proxy card with a later date; |
• | you may notify Morrow Sodali, LLC in writing before the extraordinary general meeting that you have revoked your proxy; or |
• | you may attend the extraordinary general meeting, revoke your proxy, and vote in person or electronically, as indicated above. |
(i) | (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares; |
(ii) | submit a written request to Continental, Pathfinder’s transfer agent, in which you (i) request that Pathfinder redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and |
(iii) | deliver your public shares to Continental, Pathfinder’s transfer agent, physically or electronically through DTC. |
• | On the Closing Date, prior to the Effective Time, ServiceMax shall cause the following transactions to occur: (i) a forward stock split of the ServiceMax Common Stock will occur such that, after giving effect thereto, ServiceMax JV will hold a number of shares of ServiceMax Common Stock equal to the number of shares of New SM Stock constituting the Transaction Share Consideration (as defined |
below); (ii) ServiceMax JV will be terminated, dissolved and liquidated and in connection with such termination, dissolution and liquidation, the ServiceMax Common Stock held by ServiceMax JV (being all of the issued and outstanding ServiceMax Common Stock) immediately following the consummation of the stock split described in clause (i) shall be distributed to the holders of Class A Units and vested profits interests of ServiceMax JV, (iii) vested cash awards issued by ServiceMax JV will be cancelled and converted into the right to receive a replacement award or cash at the Closing; (iv) each unvested profits interest of ServiceMax JV subject only to time-vesting conditions will be cancelled and converted into an unvested restricted stock award with respect to ServiceMax Common Stock under the Rollover Plan; (v) each unvested profits interest of ServiceMax JV subject to performance-vesting conditions (whether or not also subject to time-vesting conditions) will be cancelled and converted into an unvested restricted stock unit award with respect to ServiceMax Common Stock under the Rollover Plan; and (vi) each unvested cash award of ServiceMax JV shall be converted into or cancelled and exchanged for an unvested cash-settled restricted stock unit award with respect to ServiceMax Common Stock under the Rollover Plan (the “ Pre-Closing Reorganization |
• | on the Closing Date, prior to the Effective Time, Pathfinder shall transfer by way of continuation and domestication from the Cayman Islands and Pathfinder shall domesticate as a corporation incorporated in the State of Delaware; (the “ Domestication ”); and |
• | 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 Pathfinder. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each share of ServiceMax Common Stock (having been distributed to the former holders of Class A Units and vested profits interests of ServiceMax JV pursuant to the Pre-Closing Reorganization) (other than any shares held by dissenting holders of shares of common stock of ServiceMax who demand appraisal of such shares and comply with Section 262 of the General Corporation Law of the State of Delaware and the shares of ServiceMax that are cancelled pursuant to the Business Combination Agreement) 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 ServiceMax JV 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 ServiceMax JV (the “Transaction Share Consideration ”), and (ii) each restricted stock award and restricted stock unit award with respect to ServiceMax Common Stock issued pursuant to the Rollover Plan outstanding as of immediately prior to the Effective Time (including the restricted stock awards and the restricted stock unit awards with respect to ServiceMax Common Stock issued to holders of unvested profits interests and cash awards of ServiceMax JV pursuant to the Pre-Closing Reorganization) will remain subject to the Rollover Plan but will be converted into the right to receive New SM Common Stock in lieu of ServiceMax Common Stock. |
• | each issued and outstanding Class A ordinary share will convert automatically by operation of law, on a one-for-one |
• | each issued and outstanding Class B ordinary share will convert automatically by operation of law, on a one-for-one |
• | each issued and outstanding whole warrant to purchase Class A ordinary shares of Pathfinder will 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; |
• | the governing documents of Pathfinder will be amended and restated and become the Proposed Certificate of Incorporation and the Proposed Bylaws and Pathfinder’s name will be changed to “ServiceMax, Inc.”; and |
• | in connection with the first three bullets above, each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Class A ordinary shares and underlying Pathfinder warrants 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. |
• | the applicable waiting period under the HSR Act relating to the transactions contemplated by the Business Combination Agreement shall have expired or been terminated; |
• | no order or law issued or threatened by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination Agreement shall be in effect; |
• | this registration statement / proxy statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to this registration statement / proxy statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; |
• | the approval of the Business Combination Agreement, the ancillary documents to which ServiceMax is or will be a party and the transactions contemplated by each of the foregoing documents (including the Pre-Closing Reorganization and the Merger) being obtained from ServiceMax JV, as the sole stockholder of ServiceMax; |
• | the approval of each Condition Precedent Proposal by the affirmative vote of the holders of the requisite number of ordinary shares entitled to vote thereon, whether in person or by proxy at the extraordinary general meeting, in accordance with governing documents of Pathfinder and applicable law; |
• | the aggregate cash proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement are equal to or greater than $162,500,000, after payment of any Pathfinder shareholder redemptions but before payment of Pathfinder’s unpaid expenses and ServiceMax’s unpaid expenses; |
• | Pathfinder’s listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement shall have been approved and, immediately following the Effective Time, Pathfinder shall satisfy any applicable initial and continuing listing requirements of the Nasdaq, and Pathfinder shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the New CM Common Stock (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the New CM Common Stock to be issued pursuant to the Merger) shall have been approved for listing on the Nasdaq; and |
• | after giving effect to the transactions contemplated by the Business Combination Agreement (including the Stronghold Private Placement), Pathfinder shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time. |
• | the representations and warranties of ServiceMax regarding organization and qualification of ServiceMax and its subsidiaries, certain representations and warranties regarding the capitalization of ServiceMax and its subsidiaries, the representations and warranties regarding the authority of ServiceMax to execute and deliver the Business Combination Agreement and each of the ancillary documents thereto to which it is or will be party and to consummate the transactions contemplated thereby, no occurrence of any Company Material Adverse Effect (as defined in the Business Combination Agreement) having occurred during the period beginning on January 31, 2021 and ending on the date of the Business Combination Agreement, no taking of certain actions that would require the consent of Pathfinder during the period beginning on July 15, 2021 and ending on the date of the Business Combination Agreement, broker fees and the activities of ServiceMax JV shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date; provided, that any representation and warranty made as of July 15, 2021 shall be true and correct in all material respects as of July 15, 2021 and as of the Closing Date, as though made on and as of the Closing Date); |
• | the representation and warranty of ServiceMax regarding no occurrence of any Company Material Adverse Effect having occurred during the period beginning on January 31, 2021 and ending on the date of the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date; |
• | the other representations and warranties of ServiceMax shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date; provided, that any representation and warranty made as of July 15, 2021 shall be true and correct in all respects as of July 15, 2021 and as of the Closing Date, as though made on and as of the Closing Date), except where the |
failure of such representations and warranties to be true and correct, individually or taken as a whole, does not cause and would not constitute a Company Material Adverse Effect; |
• | ServiceMax shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by ServiceMax under the Business Combination Agreement at or prior to the Closing; |
• | each of ServiceMax JV, ServiceMax JV GP, LLC and Silver Lake shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by each of them under the Company Transaction Support Agreement and/or the Company Shareholder Transaction Support Agreement, as applicable, at or prior to the Closing; |
• | since July 15, 2021, no Company Material Adverse Effect shall have occurred; |
• | Pathfinder must have received a certificate duly executed by an authorized officer of ServiceMax, dated as of the Closing Date, confirming that the conditions set forth in the first six (6) bullet points in this section have been satisfied; and |
• | the Pre-Closing Reorganization shall have been consummated in accordance with the applicable terms of the Business Combination Agreement. |
• | the representations and warranties of Pathfinder regarding organization and qualification of Pathfinder and Serve Merger Sub, the authority of Pathfinder to execute and deliver the Business Combination Agreement and each of the ancillary documents thereto to which it is or will be a party and to consummate the transactions contemplated thereby, the capitalization of Pathfinder and Serve Merger Sub and brokers fees shall be true and correct (without giving effect to any limitation as to “materiality” or “Pathfinder Material Adverse Effect” (as defined in the Business Combination Agreement) or any similar limitation set forth herein) in all material respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); |
• | the other representations and warranties of Pathfinder and Serve Merger Sub shall be true and correct (without giving effect to any limitation as to “materiality” or “Pathfinder Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Pathfinder Material Adverse Effect; |
• | Pathfinder shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
• | ServiceMax must have received a certificate duly executed by an authorized officer of Pathfinder, dated as of the Closing Date, confirming that the conditions set forth in the first three (3) bullet points in this section have been satisfied; and |
• | the aggregate cash proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement after payment of any Pathfinder shareholder redemptions, plus the aggregate cash proceeds actually received (or deemed received) by either Pathfinder or Serve Merger Sub in respect of the Stronghold Private Placement (in each case, for the avoidance of doubt, not taking into account any payment of fees, expenses or other amounts on or after the Closing Date (including any of Pathfinder’s unpaid expenses and ServiceMax’s unpaid expenses)), shall be equal to or greater than $225,000,000. |
• | Subject to certain exceptions or as consented to in writing by Pathfinder (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing, Pathfinder will, and will cause its subsidiaries to, operate the business of Pathfinder and its subsidiaries in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of Pathfinder and its subsidiaries, taken as a whole. |
• | Pursuant to the Business Combination Agreement, if the LiquidFrameworks acquisition is not reasonably expected to be consummated by November 1, 2021, ServiceMax may raise debt or equity financing for purposes of funding the LiquidFrameworks acquisition, which financing may, in certain circumstances, require the consent of Pathfinder (which may not be unreasonably withheld or delayed). |
• | Subject to certain exceptions, prior to the Closing, ServiceMax will and will cause its subsidiaries to, not do any of the following without Pathfinder’s consent (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first, second, third, fourth, seventh, ninth, twelfth, thirteenth, fourteenth, fifteenth and sixteenth (to the extent related to any of the foregoing) sub-bullets below): |
• | declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase any outstanding, any equity securities of ServiceMax or any subsidiary of ServiceMax; |
• | merge, consolidate, combine or amalgamate ServiceMax and its subsidiaries with any person or otherwise acquire any business entity or organization; |
• | adopt any amendments, supplements, restatements or modifications to the governing documents of ServiceMax’s and its subsidiaries; |
• | transfer, sell, assign, abandon, lease, license, permit to lapse or expire, or otherwise dispose of any material assets or material properties of ServiceMax and its subsidiaries or create, subject to or incur any lien on any material assets or properties of ServiceMax and its subsidiaries (other than permitted liens); |
• | transfer, issue, sell, grant, pledge or otherwise directly or indirectly dispose of, or subject to a lien, any equity securities of ServiceMax and its subsidiaries or any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating ServiceMax and its subsidiaries to issue, deliver or sell any equity securities of ServiceMax and its subsidiaries, as applicable; |
• | incur, create or assume any indebtedness, other than ordinary course trade payables; |
• | make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person, subject to certain exceptions; |
• | adopt or materially amend any material benefit plan or materially increase the compensation or benefits payable to any current or former director, manager, officer, employee, individual, independent contractor or service provider, take any action to accelerate any payment or benefit payable to any such person, waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider; negotiate, enter into, amend or extend any collective bargaining agreement or other contract with a union or hire or engage or terminate any employee or individual independent contractor with annual compensation in excess of $500,000 other than for cause; implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other actions that could implicate the Worker Adjustment Retraining and Notification Act of 1988, as well as analogous applicable state or local laws; |
• | make, change or revoke any material election concerning taxes, enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business; |
• | enter into any settlements in excess of a certain threshold or that impose any material non-obligations on ServiceMax or any of its subsidiaries; |
• | authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving ServiceMax and its subsidiaries (or Pathfinder or any of its affiliates following the Closing); |
• | change the methods of accounting of ServiceMax or any of its subsidiaries in any material respect, other than changes that are made in accordance with Public Company Accounting Oversight Board standards; |
• | enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; |
• | make any change of control payment that is disclosed to Pathfinder on the ServiceMax disclosure schedules; |
• | amend, modify or terminate any contract that limits, in any material respect, the freedom of ServiceMax or any of its subsidiaries to engage in or compete in any line of business or with any person or in any area, any material affiliate contracts or material contracts providing for any “change of control” payment; and |
• | enter into any contract to take, or cause to be taken, any of the actions set forth in the sub-bullets above. |
• | As promptly as reasonably practicable (and in any event within two business days) following the date of the Business Combination Agreement, ServiceMax is required to obtain and deliver to Pathfinder a true and correct copy of a written consent approving the Business Combination Agreement, the ancillary documents to which the Company is party to and the transactions contemplated each of the foregoing documents (including the Pre-Closing Reorganization and the Merger), duly executed by Parent, as the sole stockholder of ServiceMax, required to approve and adopt such matters (the “Company Shareholder Written Consent ”). |
• | At least five Business Days prior to the Closing, ServiceMax is required to deliver an allocation schedule setting forth certain capitalization information of ServiceMax for purposes of allocating the New SM Common Stock among the ServiceMax equityholders. |
• | Subject to certain exceptions, prior to the Closing, ServiceMax will purchase a “tail” policy providing liability insurance coverage for ServiceMax directors and officers with respect to matters occurring on or prior to the Closing. |
• | Subject to certain exceptions, prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, ServiceMax shall not, and shall cause its subsidiaries, ServiceMax JV, ServiceMax JV GP, LLC and its and their respective representatives not to, directly or indirectly: (i) solicit, initiate, seek, knowingly encourage, knowingly facilitate, accept, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer with respect to a Company Acquisition Proposal (as defined in the Business Combination Agreement); (ii) furnish or provide any non-public information or documents to any person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into, participate in or continue in any discussion or negotiations with any third party in connection with or related or, or approve, accept or entered into any letter of intent, term sheet or contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public or other offering or sale of any equity securities of Pathfinder or its subsidiaries (or any affiliate, current or future parent entity or successor of Pathfinder or its subsidiaries); (v) consummate any Company Acquisition Proposal; or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing. |
• | ServiceMax will, and will cause its representatives to, reasonably consult with and reasonably cooperate with Pathfinder and its representatives in connection with the Pre-Closing Reorganization and otherwise keep Pathfinder and its representatives apprised, in reasonable detail, of the status of the Pre-Closing Reorganization. |
• | ServiceMax shall give Pathfinder prompt written notice of any demands for appraisal of any shares of ServiceMax Common Stock, attempted withdrawals of such demands and any other documents or instruments served pursuant to the DGCL relating to ServiceMax’s stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the DGCL. ServiceMax will not, except with the prior written consent of Pathfinder (which consent shall not be unreasonably withheld, conditioned, or delayed), settle or offer or agree to settle, or make any payment, or deliver any consideration, with respect to, any such demand. |
• | As promptly as reasonably practicable following the date of the Business Combination Agreement, ServiceMax shall deliver to Pathfinder the ServiceMax consolidated audited financial statements for the years ended January 31, 2020 and January 31, 2021 and the ServiceMax consolidated unaudited financial statements for the six-month period ended June 30, 2021. |
• | At least two business days prior to the Closing Date, ServiceMax will change its name to “ServiceMax Subsidiary, Inc.” (or another name as may be determined by ServiceMax in its sole discretion). |
• | Subject to certain exceptions (including the ability of Pathfinder or Serve Merger Sub to use funds held by Pathfinder outside the trust account to pay any Pathfinder expenses or liabilities to distribute or pay over any funds held by Pathfinder outside the trust account to Sponsor or any of its affiliates, in each case, prior to the Closing) or as consented to in writing by ServiceMax, prior to the Closing, Pathfinder will, and will cause its subsidiaries to, not do any of the following: |
• | adopt any amendments, supplements, restatements or modifications to, or waive any provisions of, the trust agreement, warrant agreement or the governing documents of any Pathfinder Party or any of its subsidiaries; |
• | declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any equity securities of Pathfinder or any of its subsidiaries, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding equity securities of Pathfinder or any of its subsidiaries, as applicable; |
• | split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock; |
• | incur, create or assume any indebtedness, except for indebtedness for borrowed money in an amount not to exceed $2,000,000 in the aggregate; |
• | make any loans or advances to, or capital contributions in, any other person, other than to, or in, Pathfinder or any of its subsidiaries; |
• | issue any equity securities of Pathfinder or any of its subsidiaries or grant any additional options, warrants or stock appreciation rights with respect to equity securities of the foregoing of Pathfinder or any of its subsidiaries; |
• | enter into, renew, modify or revise any Pathfinder related party transaction (or any contract or agreement that if entered into prior to the execution and delivery of the Business Combination Agreement would be a Pathfinder related party transaction), other than (i) the entry into any contract with a Pathfinder related party with respect to the incurrence of indebtedness permitted by the fourth sub-bullet above or (ii) for the avoidance of doubt, any expiration or automatic extension or renewal of any contract pursuant to its terms; |
• | engage in any activities or business, other than activities or business (i) in connection with or that are otherwise incidental or related to such Person’s organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, (ii) contemplated by, or incidental or related to, the Business Combination Agreement, any ancillary document thereto, the performance of covenants or agreements hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or (iii) those that are administrative or ministerial, in each case for purposes of this clause (iii), which are immaterial in nature; |
• | make, change or revoke any material election concerning taxes, enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business; |
• | authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; |
• | enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; or |
• | enter into any contract to take, or cause to be taken, any of the actions set forth in the sub-bullets above. |
• | As promptly as reasonably practicable following the time at which this registration statement/proxy statement is declared effective under the Securities Act, Pathfinder will duly give notice of and use its reasonable best efforts to duly convene and hold the extraordinary general meeting to approve the Transaction Proposals. |
• | As promptly as reasonably practicable (and in any event within one business day) following the date of the Business Combination Agreement, Pathfinder, as the parent and sole shareholder of Serve Merger Sub, is required to approve and adopt the Business Combination Agreement, the ancillary documents to which Serve Merger Sub is party to and the transactions contemplated by any of the foregoing documents (including the Merger). |
• | Subject to certain exceptions, Pathfinder shall use its reasonable best efforts to cause: (i) Pathfinder’s listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement to have been approved; (b) Pathfinder to satisfy all applicable initial and continuing listing requirements of Nasdaq; and (iii) the New SM Common Stock and new SM warrants issuable in accordance with the Business Combination Agreement, including the Domestication and the Merger, to be approved for listing on Nasdaq, in each case, as promptly as reasonably practicable after the date of the Business Combination Agreement and in any event prior to the Closing. |
• | Subject to certain exceptions, prior to the Closing, Pathfinder will purchase or maintain a “tail” policy providing liability insurance coverage for Pathfinder directors and officers with respect to matters occurring on or prior to the Closing. |
• | Subject to certain exceptions, prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, Pathfinder and Serve Merger Sub shall not, and each of them shall cause its respective representatives not to, directly or indirectly: (i) solicit, initiate, seek, knowingly encourage, knowingly facilitate, accept or negotiate, directly or indirectly, any inquiry, proposal or offer with respect to a Pathfinder Acquisition Proposal (as defined in the Business Combination Agreement); (ii) furnish or provide any non-public information or documents to any person in connection with, or that could reasonably be expected to lead to, a Pathfinder Acquisition Proposal; (iii) enter into, participate in or continue any discussions or negotiations with any third party in connection with or related to, or approve, accept or enter into any letter of intent, term sheet or contract or other arrangement or understanding regarding any Pathfinder Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with an offering of any securities of Pathfinder (or any controlled affiliate or successor of Pathfinder); (v) consummate any Pathfinder Acquisition Proposal; or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing. |
• | using reasonable best efforts to consummate the Business Combination; |
• | notify the other party in writing promptly after learning of any shareholder demands or other shareholder proceedings relating to the Business Combination Agreement, any ancillary document or any matters relating thereto and reasonably cooperate with one another in connection therewith; |
• | keeping certain information confidential in accordance with the existing non-disclosure agreements; |
• | making relevant public announcements; |
• | using reasonable best efforts to cause the each of the Domestication and the Merger to constitute a transaction treated as a “reorganization” within the meaning of Section 368 of the IRS Code; and |
• | cooperate in connection with certain tax matters and filings. |
• | by the mutual written consent of Pathfinder and ServiceMax; |
• | by Pathfinder, subject to certain exceptions, if any of the representations or warranties made by ServiceMax are not true and correct or if ServiceMax fails to perform any of its respective covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) or ServiceMax JV, ServiceMax JV GP, LLC or Silver Lake has failed to perform any covenant or agreement on the part of ServiceMax JV, ServiceMax JV GP, LLC or Silver Lake set forth in the Company Transaction Support Agreement and/or the Company Shareholder Transaction Support Agreement, as applicable, such that certain conditions to the obligations of Pathfinder, as described in the section entitled “— Conditions to Closing of the Business Combination Termination Date ”); |
• | by ServiceMax, subject to certain exceptions, if any of the representations or warranties made by Pathfinder and Serve Merger Sub are not true and correct or if Pathfinder or Serve Merger Sub fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to the obligations of ServiceMax, as described in the section entitled “— Conditions to Closing of the Business Combination |
• | by either Pathfinder or ServiceMax, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date, unless the breach of any |
covenants or agreements under the Business Combination Agreement by the party seeking to terminate (or by ServiceMax JV or ServiceMax JV GP, LLC of any of its covenants or agreements set forth in the Company Transaction Support Agreement and/or Company Shareholder Transaction Support Agreement, as applicable, if ServiceMax is seeking to terminate) proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement; |
• | by either Pathfinder or ServiceMax, |
• | if any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable; |
• | if the approval of the Condition Precedent Proposals are not obtained at the extraordinary general meeting (including any adjournment thereof); and |
• | by Pathfinder, if ServiceMax does not deliver, or cause to be delivered to Pathfinder, the Company Shareholder Written Consent when required under the Business Combination Agreement. |
Share Ownership in New SM |
||||||||
No redemptions |
Maximum redemptions(1) |
|||||||
Percentage of Outstanding Shares |
Percentage of Outstanding Shares |
|||||||
Pathfinder public shareholders(1)(2) |
19.6 | % | 14.9 | % | ||||
Sponsor and other initial shareholders(3) |
6.2 | % | 6.2 | % | ||||
ServiceMax Stockholders(4) |
73.7 | % | 78.3 | % | ||||
Stronghold Private Placement Investors |
0.5 | % | 0.6 | % |
(1) | Assumes that 33.96% of Pathfinder’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum amount of redemptions while still satisfying the condition to the consummation of the Business Combination that proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement together with the proceeds of the Stronghold Private Placement be equal to or greater than $225,000,000. |
(2) | Includes 6,500,000 public warrants as if fully exercised. |
(3) | Includes 4,250,000 private placement warrants as if fully exercised. |
(4) | Includes shares owned by Silver Lake as well as stock awards issued in respect of Rollover Plan. |
Fiscal Year Ending January 31, |
||||||||||||
($ in millions) | 2022E |
2023E |
2024E |
|||||||||
Subscription Revenue |
$ | 112 | $ | 136 | $ | 168 | ||||||
Adjusted Subscription Gross Profit (1) |
$ | 85 | $ | 107 | $ | 134 | ||||||
Revenue |
$ | 130 | $ | 155 | $ | 188 | ||||||
Adjusted Gross Profit (1) |
$ | 85 | $ | 107 | $ | 134 | ||||||
Adjusted EBITDA (1) |
$ | (21 | ) | $ | (6 | ) | $ | 13 | ||||
Adjusted Free Cash Flow (1) |
$ | (18 | ) | $ | 1 | $ | 21 |
(1) | The amounts are non-GAAP financial measures, which exclude depreciation and amortization, stock-based compensation, and purchase accounting adjustments related to acquired deferred commissions. These amounts shown do not reflect adjustments to give effect to ServiceMax’s acquisition of LiquidFrameworks. |
As of 7/13/2021 (in millions) |
Revenue Growth |
EBITDA Margin |
FV / Revenue |
FV / Revenue / Revenue Growth |
||||||||||||
Company Name |
CY2022E |
CY2022E |
CY2022E |
CY2022E |
||||||||||||
ServiceMax (1) |
20 | % | -4 | % | 9.2x | 0.5x | ||||||||||
RingCentral, Inc. Class A |
24 | % | 14 | % | 14.7x | 0.6x | ||||||||||
HubSpot, Inc. |
26 | % | 13 | % | 17.9x | 0.7x | ||||||||||
Zendesk, Inc. |
25 | % | 12 | % | 10.7x | 0.4x | ||||||||||
C3.ai, Inc. Class A |
34 | % | -32 | % | 21.5x | 0.6x | ||||||||||
Procore Technologies Inc |
23 | % | -5 | % | 21.5x | 0.9x | ||||||||||
nCino, Inc. |
23 | % | -2 | % | 19.1x | 0.8x | ||||||||||
Veeva Systems Inc Class A |
19 | % | 40 | % | 23.6x | 1.2x | ||||||||||
Five9, Inc. |
18 | % | 19 | % | 20.7x | 1.2x | ||||||||||
Anaplan, Inc. |
25 | % | 0 | % | 12.1x | 0.5x | ||||||||||
BlackLine, Inc. |
21 | % | 13 | % | 14.5x | 0.7x | ||||||||||
AppFolio Inc Class A |
19 | % | 16 | % | 11.1x | 0.6x | ||||||||||
Median |
23 |
% |
13 |
% |
17.9x |
0.7x |
• | the fact that our Initial Shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination; |
• | the fact that the Sponsor paid an aggregate of $25,000 (including direct and indirect capital contributions from certain of Pathfinder’s directors and officers) for the 8,125,000 Class B ordinary shares currently owned by the Initial Shareholders, which includes 25,000 Class B ordinary shares transferred to each to Steve Walske, Omar Johnson and Paul Weiskopf in consideration for their service as independent directors of Pathfinder. If unrestricted and freely tradable, such shares would be valued at approximately $ , based on the closing price of Pathfinder’s Class A ordinary shares of $ per share on , 2021. In the event that Pathfinder fails to consummate a business combination by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents), this investment will be lost; |
• | the fact that, because the Initial Shareholders purchased their Class B ordinary shares at approximately $0.003 per share, the Initial Shareholders could make a substantial profit after our initial business combination even if our public stockholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination); |
• | the fact that Sponsor paid $8,500,000 for its private placement warrants, and those warrants would be worthless if a business combination is not consummated by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents), which if unrestricted and freely tradable would be valued at approximately $ , based on the closing price of Pathfinder’s public warrants of $ per public warrant on , 2021; |
• | the fact that Sponsor has issued to Pathfinder a promissory note for up to $500,000 to enable Pathfinder to pay its expenses (the “Working Capital Note”), of which $ is outstanding as of , 2021. The ability of Pathfinder to repay the amounts drawn under the Working Capital Note is dependent upon the completion of an initial business combination; |
• | the fact that Sponsor, the other Initial Shareholders and Pathfinder’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Pathfinder fails to complete an initial business combination by February 19, 2023; |
• | the fact that the Registration and Shareholder Rights Agreement has been entered into by Sponsor; |
• | the right of the Sponsor and Pathfinder’s independent directors to hold New SM Common Stock following the Business Combination, subject to certain lock-up periods in the case of the Sponsor; |
• | the continued indemnification of Pathfinder’s directors and officers and the continuation of Pathfinder’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”); |
• | the fact that Sponsor and Pathfinder’s officers and directors will lose their entire investment in Pathfinder if an initial business combination is not consummated by February 19, 2023; |
• | the fact that if the trust account is liquidated, including in the event Pathfinder is unable to complete an initial business combination by February 19, 2023, Sponsor has agreed to indemnify Pathfinder to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Pathfinder has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Pathfinder, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; |
• | the fact that Pathfinder may be entitled to distribute or pay over funds held by Pathfinder outside the trust account to Sponsor or any of its affiliates prior to the Closing; |
• | the fact that ServiceMax has entered into a definitive agreement to acquire LiquidFrameworks and that certain of Pathfinder’s directors are principals of Industry Ventures, which has a small indirect, passive interest in LiquidFrameworks; and |
• | the fact that Sponsor may lend funds to Pathfinder pursuant to the Working Capital Loans, including funds under the Working Capital Note, and such funds become due and payable on the earlier of February 19, 2023 and the date on which the Business Combination is consummated. |
• | Prominence, Predictability, and Flexibility of Delaware Law |
• | Well-Established Principles of Corporate Governance |
• | Increased Ability to Attract and Retain Qualified Directors |
Existing Governing Documents |
Proposed Governing Documents | |||
Authorized Shares (Governing Documents Proposal A) |
The share capital under the Existing Governing Documents is (i) US$33,100.00 divided into 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. | The Proposed Governing Documents authorize US$11,000 divided into 1,000,000,000 shares New SM Common Stock and 100,000,000 shares of New SM Preferred Stock. | ||
See paragraph 7 of the Memorandum of Association. |
See Article V of the Proposed Certificate of Incorporation. | |||
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Governing Documents Proposal B) |
The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing Documents, without shareholder | The Proposed Governing Documents authorize the board of directors to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such |
Existing Governing Documents |
Proposed Governing Documents | |||
approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. | qualifications, limitations or restrictions thereof, as the board of directors may determine. | |||
See paragraph 7 of the Memorandum of Association and Article 8 of the Articles of Association. |
See Article V subsection B of the Proposed Certificate of Incorporation. | |||
Registration and Shareholder Rights Agreement (Governing Documents Proposal C |
The Existing Governing Documents are not subject to any director composition agreement. | The Proposed Governing Documents provide that certain provisions therein are subject to the Registration and Shareholder Rights Agreement. | ||
See Article VII subsections 3, 4 and 5 of the Proposed Certificate of Incorporation | ||||
Shareholder/Stockholder Written Consent In Lieu of a Meeting ( Governing Documents Proposal D |
The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution. | The Proposed Governing Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but prohibit the ability of stockholders to act by written consent in lieu of a meeting, unless investment fund(s) affiliated with or managed by Silver Lake or any of its affiliates, or any successor, transferee or affiliate thereof, beneficially own a majority of the voting power of all of the then-outstanding shares of capital stock of New SM entitled to vote on such action, or such action has been recommended or approved pursuant to a resolution approved by the affirmative vote of all of the directors then in office. | ||
See Article 1 of our Articles of Association. |
See Articl VI ubsection 1 of the Proposed Certificate of Incorporation. | |||
Corporate Name ( Governing Documents Proposal E |
The Existing Governing Documents provide the name of the company is “Pathfinder Acquisition Corporation” See paragraph 1 of our Memorandum of Association. |
The Proposed Governing Documents will provide that the name of the corporation will be “ServiceMax, Inc.” See Article I of the Proposed Certificate of Incorporation. |
Existing Governing Documents |
Proposed Governing Documents | |||
Perpetual Existence ( Governing Documents Proposal E |
The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by February 19, 2023 (twenty-four months after the closing of Pathfinder’s initial public offering), Pathfinder will cease all operations except for the purposes of winding up and will redeem the shares issued in Pathfinder’s initial public offering and liquidate its trust account. | The Proposed Governing Documents do not include any provisions relating to New SM’s ongoing existence; the default under the DGCL will make New SM’s existence perpetual. | ||
See Article 163 of our Articles of Association. |
This is the default rule under the DGCL. | |||
Exclusive Forum ( Governing Documents Proposal E |
The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States federal district courts as the exclusive forum for litigation arising out of the Securities Act. | ||
See Article XIII of the Proposed Certificate of Incorporation. | ||||
Provisions Related to Status as Blank Check Company ( Governing Documents Proposal E |
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. | The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. | ||
See Articles 156-170 of our Articles of Association. |
||||
Takeovers by Interested Stockholders (Governing Documents Proposal F ) |
The Existing Governing Documents do not provide restrictions on takeovers of Pathfinder by a related shareholder following a business combination. | The Proposed Governing Documents provide that New SM will not be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but will provide other restrictions regarding takeovers by interested stockholders. | ||
See Article XII of the Proposed Certificate of Incorporation. |
• | Stock options and SARs. |
(payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price per share of each stock option, and the base value of each SAR, granted under the Omnibus Incentive Plan shall be no less than 100% of the fair market value of a share on the date of grant (or 110% in the case of certain ISOs). Other than in connection with certain corporate transactions or changes to our capital structure, stock options and SARs granted under the Omnibus Incentive Plan may not be repriced, amended, or substituted for with new stock options or SARs having a lower exercise price or base value, nor may any consideration be paid upon the cancellation of any stock options or SARs that have a per share exercise or base price greater than the fair market value of a share on the date of such cancellation, in each case, without shareholder approval. Each stock option and SAR will have a maximum term of not more than ten years from the date of grant (or five years, in the case of certain ISOs). |
• | Restricted and unrestricted stock and stock units. |
• | Performance awards. |
• | Other share-based awards. |
• | Substitute awards. |
• | The assumption, substitution or continuation of some or all awards (or any portion thereof) by the acquiror or surviving entity; |
• | The acceleration of exercisability or delivery of shares in respect of any award, in full or in part; and/or |
• | The cash payment in respect of some or all awards (or any portion thereof) equal to the difference between the fair market value of the shares subject to the award and its exercise or base price, if any. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | S corporations; |
• | taxpayers that are subject to the mark-to-market |
• | tax-exempt entities; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies or real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares (except as specifically addressed below); |
• | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
• | foreign corporations with respect to which there are one or more United States shareholders within the meaning of Section 1.367(b)-3(b)(1)(ii); |
• | persons whose functional currency is not the U.S. dollar; |
• | controlled foreign corporations; |
• | accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code; or |
• | passive foreign investment companies. |
• | an individual citizen or resident of the United States; |
• | a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; |
• | an estate whose income is subject to U.S. federal income tax regardless of its source; or |
• | a trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person. |
A. |
U.S. Holders That Hold 10 Percent or More of Pathfinder |
B. |
U.S. Holders That Own Less Than 10 Percent of Pathfinder |
(i) | a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations); |
(ii) | a complete description of the Domestication; |
(iii) | a description of any stock, securities or other consideration transferred or received in the Domestication; |
(iv) | a statement describing the amounts required to be taken into account for U.S. federal income tax purposes; |
(v) | a statement that the U.S. Holder is making the election including (A) a copy of the information that the U.S. Holder received from Pathfinder establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s public shares and (B) a representation that the U.S. Holder has notified Pathfinder (or New SM) that the U.S. Holder is making the election; and |
(vi) | certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations. |
C. |
U.S. Holders that Own Public Shares with a Fair Market Value of Less Than $50,000 |
A. |
Definition of a PFIC |
B. |
Effects of PFIC Rules on the Domestication |
• | the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s public shares or public warrants; |
• | the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Pathfinder was a PFIC, will be taxed as ordinary income; |
• | the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder. |
C. |
QEF Election and Mark-to-Market |
(i) | such non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of such disposition and certain other requirements are met, in which case any gain realized will generally be subject to a flat 30% U.S. federal income tax; |
(ii) | the gain is effectively connected with a trade or business of such non-U.S. Holder in the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. Holder), in which case such gain will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders, and, if the non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply; or |
(iii) | New SM is or has been a “U.S. real property holding corporation” at any time during the shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period and either (A) the shares of New SM Common Stock has ceased to be regularly traded on an established securities market or (B) such non-U.S. Holder has owned or is deemed to have owned, at any time during the |
shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period more than 5% of outstanding shares of New SM Common Stock. |
Historical |
No Redemption Scenario |
Maximum Redemption Scenario |
||||||||||||||||||||||||||||||
Pathfinder Acquisition Corporation (As of 6/30/2021) |
ServiceMax (As of 7/31/2021) |
Pro Forma Adjustments |
Pro Forma Combined |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
333 | 77,254 | 325,009 | (A) | 369,631 | (110,384 | ) | (L | ) | 259,247 | ||||||||||||||||||||||
10,375 | (B) | |||||||||||||||||||||||||||||||
(19,875 | ) | (G1) | ||||||||||||||||||||||||||||||
(23,465 | ) | (I1) | ||||||||||||||||||||||||||||||
Accounts receivable, net |
— | 27,853 | — | 27,853 | — | 27,853 | ||||||||||||||||||||||||||
Accounts receivable – related party |
— | 1,406 | — | 1,406 | — | 1,406 | ||||||||||||||||||||||||||
Prepaid expenses |
1,041 | 1,992 | (1,028 | ) | (H) | 2,005 | — | 2,005 | ||||||||||||||||||||||||
Deferred sales commissions |
— | 2,269 | — | 2,269 | — | 2,269 | ||||||||||||||||||||||||||
Other assets |
— | 2,210 | — | 2,210 | — | 2,210 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current assets |
1,374 | 112,984 | 291,016 | 405,374 | (110,384 | ) | 294,990 | |||||||||||||||||||||||||
Investments held in Trust Account |
325,009 | — | (325,009 | ) | (A) | — | — | — | ||||||||||||||||||||||||
Property and equipment, net |
— | 436 | — | 436 | — | 436 | ||||||||||||||||||||||||||
Internally developed software, net |
— | 2,529 | — | 2,529 | — | 2,529 | ||||||||||||||||||||||||||
Operating lease right-of-use |
— | 8,094 | — | 8,094 | — | 8,094 | ||||||||||||||||||||||||||
Goodwill |
— | 373,825 | — | 373,825 | — | 373,825 | ||||||||||||||||||||||||||
Intangible assets, net |
— | 99,394 | — | 99,394 | — | 99,394 | ||||||||||||||||||||||||||
Deferred sales commissions, noncurrent |
— | 4,568 | — | 4,568 | — | 4,568 | ||||||||||||||||||||||||||
Deferred public offering costs |
— | 5,129 | (5,129 | ) | (I2) | — | — | — | ||||||||||||||||||||||||
Deposits and other long-term assets |
— | 894 | — | 894 | — | 894 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total Assets |
326,383 | 607,853 | (39,122 | ) | 895,114 | (110,384 | ) | 784,730 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||||||||||
Accounts payable |
400 | 5,118 | — | 5,518 | — | 5,518 | ||||||||||||||||||||||||||
Accounts payable – related parties |
— | 1,789 | — | 1,789 | — | 1,789 | ||||||||||||||||||||||||||
Accrued expenses |
189 | 14,922 | (2,602 | ) | (I5) | 12,509 | — | 12,509 | ||||||||||||||||||||||||
Operating lease liabilities |
— | 3,143 | — | 3,143 | — | 3,143 | ||||||||||||||||||||||||||
Unearned revenue |
— | 68,476 | — | 68,476 | — | 68,476 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current liabilities |
589 | 93,448 | (2,602 | ) | 91,435 | — | 91,435 |
Historical |
No Redemption Scenario |
Maximum Redemption Scenario |
||||||||||||||||||||||||||||||
Pathfinder Acquisition Corporation (As of 6/30/2021) |
ServiceMax (As of 7/31/2021) |
Pro Forma Adjustments |
Pro Forma Combined |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||||||||||||
Derivative warrant liabilities |
11,180 | — | — | 11,180 | — | 11,180 | ||||||||||||||||||||||||||
Operating lease liabilities, noncurrent |
— | 5,266 | — | 5,266 | — | 5,266 | ||||||||||||||||||||||||||
Unearned revenue, noncurrent |
— | 2,077 | — | 2,077 | — | 2,077 | ||||||||||||||||||||||||||
Deferred tax liability, net |
— | 3,182 | — | 3,182 | — | 3,182 | ||||||||||||||||||||||||||
Deferred underwriting commissions |
11,375 | — | (11,375 | ) | (G2) | — | — | — | ||||||||||||||||||||||||
Other long-term liabilities |
— | 413 | — | 413 | — | 413 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities |
23,144 | 104,386 | (13,977 | ) | 113,553 | — | 113,553 | |||||||||||||||||||||||||
Class A ordinary shares subject to possible redemption |
298,239 | — | (298,239 | ) | (C) | — | — | — | ||||||||||||||||||||||||
Stockholders’ equity: |
||||||||||||||||||||||||||||||||
ServiceMax Shares, $0.00001 par value |
— | — | 1 | (D) | 1 | — | (L | ) | 1 | |||||||||||||||||||||||
— | (B) | |||||||||||||||||||||||||||||||
— | (C) | |||||||||||||||||||||||||||||||
— | (E) | |||||||||||||||||||||||||||||||
— | (F) | |||||||||||||||||||||||||||||||
Class A common stock, $0.01 par value |
— | — | — | (D) | — | — | — | |||||||||||||||||||||||||
Class A ordinary shares, $0.0001 par value |
— | — | — | (F) | — | — | — | |||||||||||||||||||||||||
Class B ordinary Shares, $0.0001 par value |
1 | — | (1 | ) | (E) | — | — | — | ||||||||||||||||||||||||
Additional paid-in capital |
998 | 663,540 | 298,239 | (C) | 967,062 | (110,384 | ) | (L | ) | 856,678 | ||||||||||||||||||||||
10,375 | (B) | |||||||||||||||||||||||||||||||
(1 | ) | (D) | ||||||||||||||||||||||||||||||
(25,888 | ) | (I3) | ||||||||||||||||||||||||||||||
4,001 | (J) | |||||||||||||||||||||||||||||||
— | (F) | |||||||||||||||||||||||||||||||
1 | (E) | |||||||||||||||||||||||||||||||
(1,028 | ) | (H) | ||||||||||||||||||||||||||||||
(8,500 | ) | (G3), (J) | ||||||||||||||||||||||||||||||
25,325 | (K) | |||||||||||||||||||||||||||||||
(Accumulated deficit) / Retained earnings |
4,001 | (160,073 | ) | — | (G3), (J) | (185,502 | ) | — | (185,502 | ) | ||||||||||||||||||||||
(104 | ) | (I4) | ||||||||||||||||||||||||||||||
(4,001 | ) | (J) | ||||||||||||||||||||||||||||||
(25,325 | ) | (K) | ||||||||||||||||||||||||||||||
Total stockholders’ equity |
5,000 | 503,467 | 273,094 | 781,561 | (110,384 | ) | 671,177 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities and stockholders’ deficit |
326,383 | 607,853 | (39,122 | ) | 895,114 | (110,384 | ) | 784,730 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
No Redemption Scenario |
Maximum Redemption Scenario |
||||||||||||||||||||||||||
Pathfinder Acquisition Corporation (As of 12/31/2020) |
ServiceMax (As of 1/31/2021) |
Pro Forma Adjustments |
Pro Forma Combined |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||||||||
Revenue |
||||||||||||||||||||||||||||
Subscription |
— | 91,326 | — | 91,326 | — | 91,326 | ||||||||||||||||||||||
Professional services |
— | 17,824 | — | 17,824 | — | 17,824 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total revenue |
— | 109,150 | — | 109,150 | — | 109,150 | ||||||||||||||||||||||
Cost of revenue |
||||||||||||||||||||||||||||
Subscription |
— | 44,854 | — | 44,854 | — | 44,854 | ||||||||||||||||||||||
Professional services |
— | 20,339 | — | 20,339 | — | 20,339 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total cost of revenue |
— | 65,193 | — | 65,193 | — | 65,193 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross Profit |
— | 43,957 | — | 43,957 | — | 43,957 | ||||||||||||||||||||||
Operating expenses |
— | — | — | — | — | — | ||||||||||||||||||||||
Sales and marketing |
— | 68,305 | — | 68,305 | — | 68,305 | ||||||||||||||||||||||
Research and development |
— | 26,445 | — | 26,445 | — | 26,445 | ||||||||||||||||||||||
General and administrative |
8 | 16,136 | 396 | (AA) | 61,481 | — | 61,481 | |||||||||||||||||||||
8,500 | (BB) | |||||||||||||||||||||||||||
25,325 | (EE) | |||||||||||||||||||||||||||
9,523 | (FF) | |||||||||||||||||||||||||||
1,593 | (GG) | |||||||||||||||||||||||||||
General and administrative - related party |
— | — | — | — | — | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
8 | 110,886 | 45,337 | 156,231 | — | 156,231 | ||||||||||||||||||||||
Loss from operations |
(8 | ) | (66,929 | ) | (45,337 | ) | (112,274 | ) | — | (112,274 | ) | |||||||||||||||||
Interest income |
— | 107 | — | 107 | — | 107 | ||||||||||||||||||||||
Loss on foreign exchange transactions |
— | (7 | ) | — | (7 | ) | — | (7 | ) | |||||||||||||||||||
Other income (expense), net |
— | (13 | ) | — | (13 | ) | — | (13 | ) | |||||||||||||||||||
Change in fair value of derivative warrant liabilities |
— | — | — | — | — | — | ||||||||||||||||||||||
Financing costs - derivative warrants liabilities |
— | — | — | — | — | — | ||||||||||||||||||||||
Income from investments held in Trust Account |
— | — | — | — | — | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total other income (expense), net |
— | 87 | — | 87 | — | 87 |
Historical |
No Redemption Scenario |
Maximum Redemption Scenario |
||||||||||||||||||||||||||
Pathfinder Acquisition Corporation (As of 12/31/2020) |
ServiceMax (As of 1/31/2021) |
Pro Forma Adjustments |
Pro Forma Combined |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||||||||
Loss before income taxes |
(8 | ) | (66,842 | ) | (45,337 | ) | (112,187 | ) | — | (112,187 | ) | |||||||||||||||||
Income tax benefit |
— | 17,006 | 11,053 | (DD) | 28,059 | — | 28,059 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss and comprehensive loss |
(8 |
) |
(49,836 |
) |
(34,284 |
) |
(84,128 |
) |
— |
(84,128 |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Weighted average shares outstanding of New ServiceMax common stock—basic and diluted |
180,100,000 | 169,061,627 | ||||||||||||||||||||||||||
Weighted average shares outstanding of common stock—basic and diluted |
100 | |||||||||||||||||||||||||||
Weighted average shares outstanding of Class A common stock—basic and diluted |
32,500,000 |
Historical |
No Redemption Scenario |
Maximum Redemption Scenario |
||||||||||||||||||||||||||
Pathfinder Acquisition Corporation (As of 6/30/2021) |
ServiceMax (As of 7/31/2021) |
Pro Forma Adjustments |
Pro Forma Combined |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Subscription |
— | 53,237 | — | 53,237 | — | 53,237 | ||||||||||||||||||||||
Professional services |
— | 8,958 | — | 8,958 | — | 8,958 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total revenue |
— | 62,195 | — | 62,195 | — | 62,195 | ||||||||||||||||||||||
Cost of Revenue |
||||||||||||||||||||||||||||
Subscription |
— | 22,527 | — | 22,527 | — | 22,527 | ||||||||||||||||||||||
Professional services |
— | 9,191 | — | 9,191 | — | 9,191 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total cost of revenue |
— | 31,718 | — | 31,718 | — | 31,718 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross Profit |
— | 30,477 | — | 30,477 | — | 30,477 | ||||||||||||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||||
Sales and marketing |
— | 33,385 | — | 33,385 | — | 33,385 | ||||||||||||||||||||||
Research and development |
— | 15,691 | — | 15,691 | — | 15,691 | ||||||||||||||||||||||
General and administrative |
534 | 11,526 | 292 | (AA | ) | 17,910 | — | 17,910 | ||||||||||||||||||||
4,762 | (FF | ) | ||||||||||||||||||||||||||
796 | (GG | ) | ||||||||||||||||||||||||||
General and administrative - related party |
50 | — | — | 50 | — | 50 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
584 | 60,602 | 5,850 | 67,036 | — | 67,036 | ||||||||||||||||||||||
Loss from operations |
(584 | ) | (30,125 | ) | (5,850 | ) | (36,559 | ) | — | (36,559 | ) | |||||||||||||||||
Interest income |
— | 9 | — | 9 | — | 9 | ||||||||||||||||||||||
Loss on foreign exchange transactions |
— | (150 | ) | — | (150 | ) | — | (150 | ) | |||||||||||||||||||
Other income (expense), net |
— | 25 | — | 25 | — | 25 | ||||||||||||||||||||||
Change in fair value of derivative warrant liabilities |
5,160 | — | — | 5,160 | — | 5,160 | ||||||||||||||||||||||
Financing costs - derivative warrants liabilities |
(576 | ) | — | — | (576 | ) | — | (576 | ) | |||||||||||||||||||
Income from investments held in Trust Account |
9 | — | (9 | ) | (CC | ) | — | — | — | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total other income, net |
4,593 | (116 | ) | (9 | ) | 4,468 | — | 4,468 | ||||||||||||||||||||
Loss before income taxes |
4,009 | (30,241 | ) | (5,859 | ) | (32,091 | ) | — | (32,091 | ) | ||||||||||||||||||
Income tax benefit |
— | 1,188 | 1,240 | (DD | ) | 2,428 | — | 2,428 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net (loss) income |
4,009 |
(29,053 |
) |
(4,619 |
) |
(29,663 |
) |
— |
(29,663 |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Weighted average shares: |
||||||||||||||||||||||||||||
Basic and diluted |
100 | |||||||||||||||||||||||||||
Weighted average Class A ordinary shares outstanding, basic and diluted |
32,500,000 | |||||||||||||||||||||||||||
Weighted average Class B ordinary shares outstanding, basic and diluted |
7,955,801 |
1. |
Description of the Business Combination |
(i) | upon the occurrence of First Trigger Price of $12.50 per share, one-third of the aggregate Sponsor Earn-Out Shares, |
(ii) | upon the occurrence of Second Trigger Price of $15.00 per share, one-third of the aggregate Sponsor Earn-Out Shares, and |
(iii) | upon the occurrence of Third Trigger Price of $17.50 per share, one-third of the aggregate Sponsor Earn-Out Shares. |
No Redemption Scenario |
Maximum Redemption Scenario (1) |
|||||||||||||||
(in millions) | Assuming No Redemption |
Ownership % |
Assuming Maximum Redemption |
Ownership % |
||||||||||||
ServiceMax shareholders (1) |
142.5 | 79.1 | 142.5 | 84.3 | ||||||||||||
Pathfinders’ public shareholders (2) |
32.5 | 18.0 | 21.5 | 12.7 | ||||||||||||
Sponsor and initial shareholders |
4.1 | 2.3 | 4.1 | 2.4 | ||||||||||||
Stronghold Private Placement investors |
1.0 | 0.6 | 1.0 | 0.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro forma shares outstanding (3) |
180.1 |
100 |
% |
169.1 |
100 |
% |
(1) | Includes shares owned by Silver Lake. |
(2) | Assumes that 33.96% of Pathfinder’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum amount of redemptions while still satisfying the condition to the consummation of the Business Combination that proceeds available for release from the trust account in |
connection with the transactions contemplated in the Business Combination Agreement, together with the proceeds of the Stronghold Private Placement be equal to or greater than $225.0 million. |
(3) | Excludes Sponsor Earn-Out Shares of 4,062,500 which are subject to forfeiture if vesting does not occur. |
2. |
Basis of Presentation |
• | The pre-combination equity holders of ServiceMax will hold the majority of voting rights in New SM; |
• | The pre-combination equity holders of ServiceMax will have the right to appoint the majority of the directors on the New SM Board; |
• | Senior management of ServiceMax will comprise the senior management of New SM; and |
• | Operations of ServiceMax will comprise the ongoing operations of New SM. |
• | Assuming No Redemptions: |
• | Assuming Maximum Redemptions |
number of redemptions which may occur but which would still provide (i) the minimum aggregate Business Combination and Stronghold Private Placement proceeds to be equal or greater than $225.0 million, consisting of Pathfinder trust account funds of approximately $325.0 million and Stronghold Private Placement proceeds of $10.4 million and (ii) minimum funds required of $225.0 million, less Pathfinder’s unpaid expenses, to be delivered at Closing of the Business Combination. The number of public redemption shares of approximately 11.0 million shares was calculated based on the cash in trust less the minimum funds required plus Stronghold Private Placement proceeds divided by $10 per share of New SM Common Stock. |
3. |
Pro Forma Adjustments |
(A) | Reflects the reclassification of approximately $325.0 million in cash and cash equivalents, including interest income held in the Trust Account at the balance sheet date that becomes available for transaction consideration, redemption of public shares and the operating activities following the Business Combination assuming no redemptions. No impact has been recorded for any potential transaction tax on the transfer of cash on the Trust Account. |
(B) | Reflects the gross cash proceeds from the Stronghold Private Placement consisting of 1,037,500 shares at par value of $0.00001 of New SM Shares at a purchase price of $10.00 per share for proceeds of approximately $10.4 million. |
(C) | Represents the reclassification of $298.2 million of common stock subject to possible redemption to permanent equity assuming no redemptions. |
(D) | Pursuant to the Business Combination Agreement, this adjustment reflects the recapitalization of ServiceMax and issuance of 142.5 million of the post-combination company’s shares to ServiceMax’s equity holders. |
(E) | Reflects the conversion of 50% of all outstanding, non-forfeited Pathfinder Sponsor Shares ($813 of Class B ordinary shares at $0.0001 par value) through the reclassification of $41 to New SM Shares. The remaining 50% of outstanding, non-forfeited Pathfinder Sponsor Shares are converted into unvested Sponsor Earn-Out Shares. Currently, Sponsor Earn-Out Shares are equity classified based on management’s understanding of the terms and conditions. Upon further analysis and evaluation, the classification of these shares may change. |
(F) | Reflects the conversion of Pathfinder’s Class A ordinary shares not subject to redemption to New SM Shares. |
(G) | Reflects the cash payment of Pathfinder’s total estimated unpaid public offering and business combination costs of approximately $19.9 million. The $19.9 million in unpaid costs consist of: (1) approximately $8.5 million of legal and accounting fees to be expensed by Pathfinder prior to or in connection with the Business Combination and (2) approximately $11.4 million of accrued deferred underwriting commissions relating to its public offering in January 2021. These costs are adjusted to Pathfinder’s retained earnings and subsequently adjusted against Additional paid-in-capital as a part of the Business Combination. The following summarizes the transaction costs by type. |
Public Offering Costs (Deferred) as of June 30, 2021 |
||||||||||||||||||||||||
Incurred and unpaid |
Remaining to be incurred |
Cash payment to be made |
||||||||||||||||||||||
Deferred underwriting commissions |
$ | 11,375,000 | $ | — | $ | 11,375,000 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total public offering costs |
$ |
11,375,000 |
G2 |
$ |
— |
$ |
11,375,000 |
|||||||||||||||||
Other BCA Costs (Expensed) as of June 30, 2021 |
||||||||||||||||||||||||
Incurred and unpaid |
Remaining to be incurred |
Cash payment to be made |
||||||||||||||||||||||
Legal and accounting fees |
$ | — | $ | 4,700,000 | $ | 4,700,000 | ||||||||||||||||||
Director and officer insurance |
— | 3,500,000 | 3,500,000 | |||||||||||||||||||||
Other |
— | 300,000 | 300,000 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Pathfinder transaction costs |
$ |
— |
$ |
8,500,000 |
G3 |
$ |
8,500,000 |
|||||||||||||||||
|
|
|||||||||||||||||||||||
Total Cash Payment |
$ |
19,875,000 |
G1 |
|||||||||||||||||||||
|
|
(H) | Reflects $1.0 million of prepaid expenses related to an existing two-year Director & Officer insurance policy. |
(I) | Reflects the cash payment of ServiceMax’s total estimated public offering and other business combination related costs of approximately $23.3 million. Incurred costs to date consist of: (1) legal and accounting fees of approximately $4.5 million, and (2) consulting fees of $0.9 million. Remaining estimated costs consist of: (1) legal and accounting fees of approximately $4.1 million, (2) merger and acquisition fees of $15.0 million, and (3) consulting fees of $1.6 million. The following summarizes the transaction costs by type: |
Other BCA Costs (Deferred) as of July 31, 2021 |
||||||||||||||||||||||||||||||||
Incurred and paid |
Incurred and unpaid |
Remaining to be incurred |
Cash payment to be made |
|||||||||||||||||||||||||||||
Legal and accounting fees |
$ | 1,929,247 | $ | 2,369,336 | $ | 4,231,333 | $ | 6,600,669 | ||||||||||||||||||||||||
Consulting fees |
743,805 | 86,600 | 1,527,567 | 1,614,167 | ||||||||||||||||||||||||||||
Merger and acquisition fees |
— | — | 15,000,000 | 15,000,000 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total ServiceMax transaction costs |
2,673,052 |
I2,I3 |
2,455,936 |
I2,I3 |
20,758,900 |
I3 |
23,214,836 |
I3 |
||||||||||||||||||||||||
Other BCA Costs (Expensed) as of July 31, 2021 |
||||||||||||||||||||||||||||||||
Incurred and paid |
Incurred and unpaid |
Remaining to be incurred |
Cash payment to be made |
|||||||||||||||||||||||||||||
Legal and accounting fees |
$ | 146,087 | $ | 57,056 | $ | 73,203 | $ | 130,259 | ||||||||||||||||||||||||
Consulting fees |
— | 89,332 | 30,736 | 120,068 | ||||||||||||||||||||||||||||
Merger and acquisition fees |
— | — | — | — | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total ServiceMax transaction costs |
146,087 |
146,388 |
103,939 |
I4 |
250,327 |
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total |
$ |
2,819,139 |
$ |
2,602,324 |
I5 |
$ |
20,862,839 |
$ |
23,465,163 |
I1 |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
(J) | Reflects the elimination of $12.5 million of Pathfinder’s historical retained earnings, recorded under the provisions of ASC 805 Business Combinations under the acquisition method of accounting. |
(K) | Represents the acceleration of the stock-based compensation expense associated with ServiceMax’s performance awards which the performance condition is deemed to be satisfied upon the Closing. The actual compensation expense recorded may differ from this estimate and such difference may be material. |
(L) | Reflects the maximum redemption of 11,038,373, at a par value of $0.0001 per share in order to achieve the minimum cash of $225.0 million before cash expenditures pursuant to the Business Combination Agreement, of Pathfinder’s Class A ordinary shares for an aggregate payment of $110.4 million at $10.00 per share. |
(AA) | Represents $0.3 million of transaction-related costs, unrelated to the issuance of equity, which have been incurred and expensed by ServiceMax prior to July 31, 2021. The remaining expected transaction related costs to be incurred by ServiceMax subsequent to July 31, 2021 is $0.1 million. The total of $0.4 million in transactions costs is reflected in the unaudited pro forma combined condensed statement of operations for the period ended January 31, 2021. These costs are non-recurring and therefore will not affect New SM’s statement of operations beyond 12 months after the acquisition. As such, $0.4 million in expenses is eliminated from the unaudited pro forma combined condensed statement of operations for the six months ended July 31, 2021. |
(BB) | Represents estimated $8.5 million of Pathfinder transaction costs to be incurred subsequent to June 30, 2021 adjusted for in the unaudited pro forma combined condensed statement of operations for the period ended January 31, 2021. These costs are non-recurring and therefore will not affect New SM’s statements of operations beyond 12 months after the acquisition. As these have not been incurred as of June 30, 2021, which was included in the unaudited pro forma condensed combined statements of operations for the six months ended July 31, 2021, no adjustments were made for the six months ending July 31, 2021. |
(CC) | Investment income of $8,727 from Pathfinder’s cash in trust has been removed from the statement of operations. |
(DD) | Reflects the income tax effect of pro forma adjustments using the estimated blended tax rate of 24% for the year ended January 31, 2021 and for the six months ended July 31, 2021. |
(EE) | Represents the estimated stock-based compensation expense associated with ServiceMax performance awards which the performance condition is deemed to be satisfied upon the Business Combination. The estimated fair value of the performance awards was based on the estimated fair value of ServiceMax’s underlying common shares as of the date of the Business Combination. The actual compensation expense recorded may differ from this estimate and such difference may be material. |
(FF) | 2,897,488 shares of Restricted Stock Units (“ RSUs ”) are issued on account of unvested profits interests in ServiceMax JV pursuant to the Rollover Plan as well as to replace expiring cash awards. The RSUs are subject to time-based vesting over the three years following the Business Combination and estimated grant date fair value of the RSUs was based on Pathfinder’s public trading value per share as of the date of the Business Combination. The actual compensation expense recorded may differ from this estimate and such difference may be material. |
(GG) | The company plans to incur additional compensation expense for restricted stock units that will be granted to new hire employees. These awards have a three year vesting period, 33% for first year and a quarterly vesting schedule after that. Accordingly, $1.6 million and $0.8 million was included as additional adjustments as incremental estimated compensation expense for the year ended January 31, 2021 and six month period ended July 31, 2021, respectively, of the unaudited pro forma combined condensed statement of operations. Certain portion of the new hire employees have already commenced their employment contracts prior to the filing of this proxy/prospectus while others will commence shortly after. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | conducting the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | filing proxy materials with the SEC. |
Name |
Age |
Position | ||
Richard Lawson |
49 | Chairman of the Board of Directors | ||
David Chung |
54 | Chief Executive Officer and Director | ||
Lindsay Sharma |
38 | Chief Investment Officer and Director | ||
Lance Taylor |
50 | Chief Financial Officer | ||
J. Steven Young |
59 | Director | ||
Hans Swildens |
51 | Director | ||
Steve Walske |
69 | Director | ||
Paul Weiskopf |
54 | Director | ||
Omar Johnson |
46 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent |
auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of the initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of Pathfinder as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to Pathfinder and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Richard Lawson |
HGGC, LLC | Private Equity | Chairman, Chief Executive Officer and Co-Founder | |||
Idera, Inc. | Information Management | |||||
Denodo Technologies Inc. | Information Management | Director | ||||
Davies Group Limited | Management Consulting | Director | ||||
Beauty Industry Group Inc. | Cosmetics | Director | ||||
RPX Corp. | IP Risk Management Services | Director | ||||
AMI Cayman HoldCo Ltd | Information Technology | Director | ||||
Monotype Imaging Holdings Inc. | Digital Content Licensing and Software | Director | ||||
AutoAlert, LLC | Information Management | Director |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Dealer-FX Group Inc. |
Information Technology | Director | ||||
FPX, LLC | Information Management | Director | ||||
4Over, LLC | Online Trade Printer | Director | ||||
Aventri, Inc. | Information Management | Director | ||||
PCF Insurance | Insurance Brokerage | Director | ||||
David Chung |
HGGC, LLC | Private Equity | Executive Director | |||
RPX Corp. | IP Risk Management Services | Director | ||||
Monotype Imaging Holdings Inc. | Digital Content Licensing and Software | Director | ||||
Arrowhead Holdings LLC | Crossover Investments, Services | Managing Member | ||||
Fine Arts Museums of San Francisco | Non-Profit Organization |
Trustee | ||||
Lindsay Sharma |
Industry Ventures | Private Equity | Managing Director | |||
Lance Taylor |
HGGC, LLC | Private Equity | Chief Financial Officer | |||
Right to Play USA | Non-Profit Organization |
Director | ||||
Capital Impact Foundation | Foundation | Treasurer | ||||
J. Steven Young |
HGGC, LLC | Private Equity | President and Co-Founder Director | |||
Idera, Inc. | Information Management | Director | ||||
Integrity Marketing Group | Insurance Brokerage | Director | ||||
Dealer-FX Group Inc. |
Information Technology | Director | ||||
AutoAlert, LLC | Information Management | Director | ||||
Innovative Interfaces Holdings, Ltd | Information Management | Director | ||||
Dynata, LLC | Information Management | Director | ||||
FPX, LLC | Information Management | Director | ||||
4Over, LLC | Online Trade Printer | Director |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Aventri, Inc. | Information Management | Director | ||||
Davies Group Limited | Management Consulting | Director | ||||
Denodo Technologies Inc. | Information Management | Director | ||||
Nutraceutical Corporation | Health Food Products | Director | ||||
Beauty Industry Group Inc. | Cosmetics | Director | ||||
HelpSystems, LLC | Information Management | Director | ||||
RPX Corp. | IP Risk Management Services | Director | ||||
AMI Cayman HoldCo Ltd | Information Technology | Director | ||||
Monotype Imaging Holdings Inc. | Information Technology | Director | ||||
PCF Insurance | Insurance Brokerage | Director | ||||
Hans Swildens |
Industry Ventures | Private Equity | Chief Executive Officer and Founder | |||
Steven Walske |
Medallia Inc. | Information Management | Director | |||
BigPanda, Inc. | Information Technology | Director | ||||
Sila Nanotechnologies, Inc. | Information Technology | Director | ||||
Myriad Investments, LLC | Venture Capital | Managing Director | ||||
Omar Johnson |
Mission Advancement Corp. ØPUS United |
Special Purpose Acquisition Company Brand Management |
Director Founder | |||
Paul Weiskopf |
Power Factors, LLC | Information Technology | Director | |||
Domo, Inc. | Information Technology | Independent Advisor |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses (including the activities of HGGC and Industry Ventures). We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business |
endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our Sponsor subscribed for 8,125,000 Class B ordinary shares prior to the date of our initial public offering (of which 75,000 Class B ordinary shares were subsequently transferred to our independent directors) and purchased 4,250,000 private placement warrants in a transaction that closed simultaneously with the closing of the initial public offering. |
• | Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Class B ordinary shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its Class B ordinary shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, pursuant to a registration rights agreement which shall terminate on the Effective Date, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Class B ordinary shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors owns ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Sponsor, officers and directors may Sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | Connected assets and sensors |
• | Digital twins |
• | AI/machine learning and predictive data models |
• | Augmented reality (“ AR ”), virtual reality (“VR ”), and knowledge-based, real-time collaboration |
• | Asset-centric approach to field service. |
• | Best-in-class . |
• | Cloud delivery model and mobile-forward technology. |
• | Industry thought leadership |
• | Expand within and across our existing customers. |
• | Expand with new customer acquisition. |
• | Expand with new strategic partnerships. |
• | Expand in new segments. |
• | Drive growth in emerging markets . |
• | Selectively pursue strategic acquisitions. |
• | Service contract management. |
• | Installed base management. as-maintained equipment via one source of truth for the entire organization. Technicians know precisely what is on site and can automatically access the knowledge needed for the appointment, even when there is no internet connectivity. The installed base also provides the home and context for the data and diagnostics that will be generated by the product itself from IoT data. |
• | Contractor management. |
• | Parts and returns. |
• | Crews and geo-location. drag-and drop interface. This allows dispatchers to instantly assign tasks to assembled service crews. Integration with ServiceMax Go also provides geo-location capabilities and notifications triggered by geo-fencing (such as leaving the job site). |
• | Scheduling and optimization. re-optimization for high priority work orders, as well as pre-configured predictive metrics reports that show optimization projections for utilization, drive time, service level agreements, and skill violations. |
• | Analytics. |
• | ServiceMax Go. |
• | ServiceMax Zinc. |
• | ServiceMax Engage. |
• | Manual, paper-based processes |
• | Internally developed enterprise applications |
• | Vendors with point solutions |
• | Add-on offerings from existing enterprise package software (e.g. ERP, CRM) |
• | Breadth and depth of functionality |
• | Total cost of ownership and return on investment |
• | Level of customer satisfaction |
• | Ease of deployment, implementation, and use |
• | Quality of implementation and customer support services |
• | Domain expertise in asset-centric service industries |
• | Ability to support compliance with legal and regulatory requirements |
• | Integrations with third-party applications and systems |
• | Ability to deliver on roadmap and strategic initiatives |
• | Leaders work for you |
• | We make decisions based on what creates value for the customer |
• | We work with urgency and a high level of collaboration because our customers need us to do so |
• | We care first about what is best for our customer, not what is best for a functional group |
• | We are brave, take risks together, and learn from failures together |
• | We care about each other’s families, communities, and environments that we live and work within |
• | We lead, not follow |
• | #Customerobsessed: first what is best for our customer |
• | #Wintogether: |
• | Conversion and implementation of new customers: SI ”) partners who will be increasingly responsible for delivering professional services to new customers, and therefore, professional services as a percentage of total revenue should decline. |
• | Long-term customer relationships: |
• | Expansion of solution adoption from existing customers: |
• | Investment in Research & Development: |
• | Investment in Sales and Marketing: COVID-19 pandemic. We plan to continue to invest in our sales and marketing efforts to grow our sales capacity, expand globally, enter new verticals, grow our strategic partnership programs, and strengthen our customer success |
organization. As the business continues to grow, we will increase investment in sales and marketing expenses, while decreasing sales and marketing expenses as a percentage of revenue. |
• | Proposed Business Combination with Pathfinder: Pathfinder ”) and Merger Sub, Serve Merger Sub (the “Business Combination Agreement ”). Pursuant to the Business Combination Agreement, and assuming a favorable vote of Pathfinder stockholders at the Pathfinder extraordinary general meeting and satisfaction or waiver of all other closing conditions, Serve Merger Sub, a newly formed direct, wholly-owned Delaware subsidiary of Pathfinder will merge with and into ServiceMax, Inc., with ServiceMax, Inc. surviving the merger. Existing stockholders of ServiceMax, Inc. will receive shares of common stock of Pathfinder in exchange for their shares of ServiceMax, Inc. based on an implied ServiceMax pre-transaction equity value of $1.425 billion. |
• | Acquisition of LiquidFrameworks: go-to-market |
• | Business Combination Accounting |
(In Thousands of US Dollars) |
July 31, 2020 |
October 31, 2020 |
January 31, 2021 |
April 30, 2021 |
July 31, 2021 |
|||||||||||||||
DBNR |
108 | % | 109 | % | 111 | % | 115 | % | 118 | % |
Year Ended January 31, |
Change in |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
Revenue |
||||||||||||||||
Subscription |
$ | 91,326 | $ | 65,146 | $ | 26,180 | 40 | % | ||||||||
Professional services |
17,824 | 21,732 | (3,908 | ) | (18 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenue |
109,150 | 86,878 | 22,272 | 26 | % | |||||||||||
Cost of revenue |
||||||||||||||||
Subscription |
44,854 | 45,183 | (329 | ) | (1 | %) | ||||||||||
Professional services |
20,339 | 21,355 | (1,016 | ) | (5 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cost of revenue |
65,193 | 66,538 | (1,345 | ) | (2 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
43,957 | 20,340 | 23,617 | 116 | % | |||||||||||
Operating expenses |
||||||||||||||||
Sales and marketing |
68,305 | 79,081 | (10,776 | ) | (14 | %) | ||||||||||
Research and development |
26,445 | 30,387 | (3,942 | ) | (13 | %) | ||||||||||
General and administrative |
16,136 | 18,905 | (2,769 | ) | (15 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
110,886 | 128,373 | (17,487 | ) | (14 | %) | ||||||||||
Loss from operations |
(66,929 | ) | (108,033 | ) | 41,104 | (38 | %) | |||||||||
Interest income |
107 | 129 | (22 | ) | (17 | %) | ||||||||||
Loss on foreign exchange transactions |
(7 | ) | (614 | ) | 607 | (99 | %) | |||||||||
Other income (expense), net |
(13 | ) | 21 | (34 | ) | (162 | %) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense), net |
87 | (464 | ) | 551 | (119 | %) | ||||||||||
Loss before income taxes |
(66,842 | ) | (108,497 | ) | 41,655 | (38 | %) | |||||||||
Income Tax Benefit |
17,006 | 27,313 | (10,307 | ) | (38 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ |
(49,836 |
) |
$ |
(81,184 |
) |
$ |
31,348 |
(39 |
%) | ||||||
|
|
|
|
|
|
|
|
For the Six Months Ended July 31, |
Change in |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
Revenue |
||||||||||||||||
Subscription |
53,237 | 43,720 | 9,517 | 22 | % | |||||||||||
Professional services |
8,958 | 9,398 | (440 | ) | (5 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenue |
62,195 | 53,118 | 9,077 | 17 | % | |||||||||||
Cost of revenue |
||||||||||||||||
Subscription |
22,527 | 22,532 | (5 | ) | (0 | %) | ||||||||||
Professional services |
9,191 | 10,714 | (1,523 | ) | (14 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cost of revenue |
31,718 | 33,246 | (1,528 | ) | (5 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
30,477 | 19,872 | 10,605 | 53 | % | |||||||||||
Operating expenses |
||||||||||||||||
Sales and marketing |
33,385 | 32,954 | 431 | 1 | % | |||||||||||
Research and development |
15,691 | 13,731 | 1,960 | 14 | % | |||||||||||
General and administrative |
11,526 | 8,792 | 2,734 | 31 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
60,602 | 55,477 | 5,125 | 9 | % | |||||||||||
Loss from operations |
(30,125 | ) | (35,605 | ) | 5,480 | (15 | %) | |||||||||
Interest income |
9 | 96 | (87 | ) | (91 | %) | ||||||||||
Gain (toss) on foreign exchange transactions |
(150 | ) | (107 | ) | (43 | ) | 40 | % | ||||||||
Other income (expense), net |
25 | (14 | ) | 39 | (279 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expenses), net |
(116 | ) | (25 | ) | (91 | ) | 364 | % | ||||||||
Loss before income taxes |
(30,241 | ) | (35,630 | ) | 5,389 | (15 | %) | |||||||||
Income tax benefit |
1,188 | 8,398 | (7,210 | ) | (86 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss and comprehensive loss |
(29,053 |
) |
(27,232 |
) |
(1,821 |
) |
7 |
% | ||||||||
|
|
|
|
|
|
|
|
Year Ended January 31, |
||||||||
2021 |
2020 |
|||||||
Net cash used in operating activities |
$ | (17,079 | ) | $ | (48,893 | ) | ||
Net cash used in investing activities |
$ | (3,028 | ) | $ | (9,416 | ) | ||
Net cash provided by financing activities |
$ | 84,457 | $ | 1,500 | ||||
Net increase/(decrease) in cash and cash equivalents |
$ | 64,350 | $ | (56,809 | ) |
Six Months Ended July 31, |
||||||||
2021 |
2020 |
|||||||
Net cash used in operating activities |
$ | (1,513 | ) | $ | (12,837 | ) | ||
Net cash used in investing activities |
$ | (93 | ) | $ | (1,114 | ) | ||
Net cash provided by (used in) financing activities |
$ | (2,309 | ) | $ | 84,716 | |||
Net decrease/increase in cash and cash equivalents |
$ | (3,915 | ) | $ | 70,765 |
• | Revenue Recognition |
• | Valuation of Goodwill and Intangible Assets |
• | Stock-based Compensation |
• | Identification of the contract, or contracts, with a customer. |
• | Identification of the performance obligations in the contract. |
• | Determination of the transaction price. |
• | Allocation of the transaction price to the performance obligations in the contract. |
• | Recognition of revenue when, or as, the Company satisfies a performance obligation. |
As of July 31, |
As of January 31, | |||||
2021 |
2021 |
2020 | ||||
Time to liquidity event (years) |
1.0 – 1.8 | 1.0 – 2.3 | 2.3 – 4.0 | |||
Equity volatility |
40% - 50% |
40% - 50% | 40% | |||
Risk-free interest rate |
0.10% - 1.32% |
0.10% - 1.32% |
1.32% - 2.47% | |||
Discount |
30% | 30% | 30% |
• | Neil Barua, Chief Executive Officer; |
• | Mike Jerich, Chief Revenue Officer; and |
• | Dave Kahley, Senior Vice President, Customer Solutions. |
• | Base Salary. |
• | Bonuses. |
• | Equity Awards. |
Name and Position |
Year |
Salary ($) |
Bonuses ($) (1) |
Stock Awards ($) (2) |
Non-Equity Incentive Plan Compensation ($) (3) |
All Other Compensation ($) (4) |
Total ($) |
|||||||||||||||||||||
Neil Barua Chief Executive Officer |
2021 | $ | 450,000 | — | — | $ | 452,088 | — | $ | 902,088 | ||||||||||||||||||
Mike Jerich Chief Revenue Officer |
2021 | $ | 350,000 | — | — | $ | 334,922 | $ | 24,998 | $ | 709,920 | |||||||||||||||||
Dave Kahley Senior Vice President, Customer Solutions |
2021 | $ | 325,000 | $ | 150,000 | $ | 101,429 | $ | 146,384 | $ | 18,956 | $ | 741,769 |
(1) | The amount in this column represents the 2021 fiscal year portion of a sign-on cash bonus payable over three years made to Mr. Kahley in connection with the commencement of his employment during the 2020 fiscal year. In addition, Mr. Kahley was paid $200,000 in respect of his sign-on bonus for the 2020 fiscal year and is owed $150,000 in respect of the 2022 fiscal year. |
(2) | The amount in this column represents the aggregate grant date fair value of ServiceMax JV profits interest awards granted to the NEOs under the ServiceMax JV, LP Third Amended and Restated Limited Partnership Agreement, dated February 24, 2020, during the 2021 fiscal year, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in the valuation of these awards are set forth in note 13 to the audited financial statements for fiscal year 2021. For details regarding the vesting conditions of these profits interests, see “ Outstanding Equity Awards at Fiscal Year-End |
(3) | The amounts in this column represent amounts earned in respect of services provided during the 2021 fiscal year pursuant to ServiceMax’s Executive Incentive Compensation Plan. Company performance achieved under the annual bonus plan for the 2021 fiscal year was at 90% of target. |
(4) | The amounts in this column represent ServiceMax’s 401(k) matching contributions made to Mr. Jerich and Mr. Kahley in the amounts of $6,750 and $5,147, respectively. In addition, the amount for Mr. Jerich includes imputed income resulting from a life insurance policy benefiting Mr. Jerich that was paid for by ServiceMax, and the amount for Mr. Kahley includes imputed income resulting from the receipt of sports memorabilia from ServiceMax. |
Name |
Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (2) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) |
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) |
|||||||||||||
Neil Barua |
5/9/2019 | — | — | 171,087 | $ | 1,545,087 | ||||||||||||
5/9/2019 | 421,033 | $ | 3,802,349 | 748,503 | $ | 6,759,731 | ||||||||||||
Mike Jerich |
7/31/2019 | 109,602 | $ | 989,815 | 175,363 | $ | 1,583,703 | |||||||||||
Dave Kahley |
12/30/2020 | — | — | 35,714 | $ | 240,034 | ||||||||||||
5/4/2020 | — | — | 35,714 | $ | 240,034 | |||||||||||||
11/6/2019 | 58,811 | $ | 531,123 | 85,543 | $ | 772,539 |
(1) | The amounts in this column represent the unvested portion of time-based profits interest awards held by the NEOs. ServiceMax granted 748,503 profits interests with time-based vesting conditions to Mr. Barua on May 9, 2019 (with a vesting commencement date of February 1, 2019), 175,363 profits interests with time-based vesting conditions to Mr. Jerich on July 31, 2019 (with a vesting commencement date of the same date) and 85,543 profits interests with time-based vesting conditions to Mr. Kahley on November 6, 2019 (with a vesting commencement date of September 9, 2019). The time-based profits interests vest 25% |
on the first anniversary of the grant date, and 6.25% on a quarterly basis thereafter. Accordingly, as of January 31, 2021, Mr. Barua’s time-based vesting profits interests were 43.75% vested, Mr. Jerich’s interests were 37.5% vested, and Mr. Kahley’s interests were 31.25% vested. |
(2) | The amounts in this column represent the estimated market value of the profits interests calculated based on the spread value based on the $20.72 per interest value of ServiceMax’s common interests calculated as of January 31, 2021. For the grants made in calendar year 2019, the spread value is equal to $9.031 per profits interest, and for the grants made in calendar year 2020, the spread value is equal to $6.721 per profits interest. |
(3) | The amounts in this column represent the unvested portion of performance-based profits interest awards held by the NEOs. ServiceMax made two grants of profits interests with performance-based vesting conditions to Mr. Barua on May 9, 2019: a grant of 171,087 interests and a grant of 748,503 interests. ServiceMax granted to Mr. Jerich 175,363 profits interests with performance-based vesting conditions on July 31, 2019, and granted to Mr. Kahley 35,714 profits interests with performance-based vesting conditions on December 30, 2020, 35,714 profits interests with performance-based vesting conditions on May 4, 2020, and 85,543 profits interests with performance-based vesting conditions on November 6, 2019. The performance-based profits interests were entitled to vest upon a change in control, based on the achievement of certain returns on investment. |
(4) | The amounts in this column represents the estimated market value of the profits interests calculated based on the spread value based on the $20.72 per interest value of ServiceMax’s common interests calculated as of January 31, 2021. For grants made in 2019, the spread is equal to $9.031 per profits interest, and for the grants made in 2020, the spread is equal to $6.721 per profits interest. |
• | The assumption, substitution or continuation of some or all awards (or any portion thereof) by the acquiror or surviving entity; |
• | The acceleration of exercisability or delivery of shares in respect of any award, in full or in part; and/or |
• | The cash payment in respect of some or all awards (or any portion thereof) equal to the difference between the fair market value of the shares subject to the award and its exercise or base price, if any. |
Name |
Fees Earned or Paid in Cash ($)(1) |
Total ($) | ||||||
Anthony Zingale |
$ | 125,000 | $ | 125,000 | ||||
Joerg Adams |
— | — | ||||||
Kenneth Hao |
— | — | ||||||
Doug Smith |
— | — | ||||||
Kyle Paster |
— | — | ||||||
Frank van Veenendaal |
$ | 75,000 | $ | 75,000 |
(1) | The amounts in this column represent an annual retainer paid monthly to each of Mr. Zingale and Mr. van Veenendaal pursuant to service agreements by and between ServiceMax and each director. |
Name |
Age |
Position | ||
Neil Barua |
44 | Chief Executive Officer, President and Director | ||
Simon Edwards |
35 | Chief Financial Officer | ||
Mike Jerich |
49 | Chief Revenue Officer | ||
Ellen O’Donnell |
58 | Chief Legal Officer | ||
Amit Jain |
38 | Chief Product Officer | ||
Sophie Ames |
56 | Chief Human Resource Officer | ||
David Kahley |
47 | Senior Vice President, Customer Solutions | ||
Liz Carter |
42 | Senior Vice President, Corporate Marketing | ||
Anthony Zingale |
65 | Chairman | ||
Frank Van Veenendaal |
62 | Director | ||
Kenneth Hao |
52 | Director | ||
Joerg Adams |
42 | Director | ||
Kyle Paster |
34 | Director | ||
David Chung |
54 | Director | ||
Felicia Alvaro |
60 | Director | ||
Callie Field |
43 | Director |
• | Class I, which will initially consist of , and , whose terms will expire at our annual meeting of stockholders to be held in 2022; |
• | Class II, which will initially consist of , and , whose terms will expire at our annual meeting of stockholders to be held in 2023; and |
• | Class III, which will initially consist of , and , whose terms will expire at our annual meeting of stockholders to be held in 2024. |
• | appoint or replace, compensate and oversee the outside auditors, who will report directly to the audit committee, for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us; |
• | pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our outside auditors, subject to de minimis exceptions that are approved by the Audit Committee prior to the completion of the audit; |
• | review and discuss with management and the outside auditors the annual audited and quarterly unaudited financial statements, our disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | discuss with management and the outside auditors any significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles, any major issues as to the adequacy of our internal controls and any special steps adopted in light of material control deficiencies. |
• | attract, retain and motivate senior management leaders who are capable of advancing ServiceMax’s mission and strategy and, ultimately, creating and maintaining its long-term equity value. Such leaders must engage in a collaborative approach and possess the ability to execute its business strategy in an industry characterized by competitiveness and growth; |
• | reward senior management in a manner aligned with ServiceMax’s financial performance; and |
• | align senior management’s interests with ServiceMax’s equity owners’ long-term interests through equity participation and ownership. |
• | each person known by Pathfinder to be the beneficial owner of more than 5% of Pathfinder’s outstanding ordinary shares on the record date; |
• | each person known by Pathfinder who may become beneficial owner of more than 5% of New SM’s outstanding Common Stock immediately following the Business Combination; |
• | each of Pathfinder’s current executive officers and directors; |
• | each person who will become an executive officer or a director of New SM upon consummation of the Business Combination; |
• | all of Pathfinder’s current executive officers and directors as a group; and |
• | all of New SM’s executive officers and directors as a group after the consummation of the Business Combination. |
Pre-Business Combinationand PIPE Investment |
Post-Business Combination and PIPE Investment |
|||||||||||||||||||||||
Class A/B Ordinary Shares |
Assuming No Redemptions |
Assuming Maximum Redemptions (10) |
||||||||||||||||||||||
Name and Address of Beneficial Owner |
Number of Shares |
% |
Number of Shares of New SM Common Stock |
% of New SM Common Stock |
Number of Shares of New SM Common Stock |
% of New SM Common Stock |
||||||||||||||||||
5% Holders |
||||||||||||||||||||||||
Pathfinder Acquisition LLC (1) |
8,050,000 | (2)(3)(4) | 19.8 | % | 8,050,000 | 4.4 | % | 7,360,157 | 4.3 | % | ||||||||||||||
SLP Snowflake Aggregator, L.P. (5) |
— | — | 116,021,913 | 63.0 | % | 116,021,913 | 67.3 | % | ||||||||||||||||
Salesforce Ventures LLC (6) |
— | — | 10,242,298 | 5.3 | % | 10,242,298 | 5.9 | % | ||||||||||||||||
General Electric Company (7) |
— | — | 11,159,359 | 6.1 | % | 11,159,359 | 6.5 | % |
Pre-Business Combinationand PIPE Investment |
Post-Business Combination and PIPE Investment |
|||||||||||||||||||||||
Class A/B Ordinary Shares |
Assuming No Redemptions |
Assuming Maximum Redemptions (10) |
||||||||||||||||||||||
Name and Address of Beneficial Owner |
Number of Shares |
% |
Number of Shares of New SM Common Stock |
% of New SM Common Stock |
Number of Shares of New SM Common Stock |
% of New SM Common Stock |
||||||||||||||||||
Directors and Executive Officers Pre-Business Combination |
||||||||||||||||||||||||
Richard Lawson (1) |
8,050,000 | (2)(3)(4) | 19.8 | % | 8,050,000 | 4.4 | % | 7,360,157 | (9) | 4.3 | % | |||||||||||||
David Chung (1) |
8,050,000 | (2)(3)(4) | 19.8 | % | 8,050,000 | 4.4 | % | 7,360,157 | (9) | 4.3 | % | |||||||||||||
Lindsay Sharma (1) |
8,050,000 | (2)(3)(4) | 19.8 | % | 8,050,000 | 4.4 | % | 7,360,157 | (9) | 4.3 | % | |||||||||||||
Lance Taylor (1) |
8,050,000 | (2)(3)(4) | 19.8 | % | 8,050,000 | 4.4 | % | 7,360,157 | (9) | 4.3 | % | |||||||||||||
Hans Swildens (1) |
8,050,000 | (2)(3)(4) | 19.8 | % | 8,050,000 | 4.4 | % | 7,360,157 | (9) | 4.3 | % | |||||||||||||
J. Steven Young (1) |
8,050,000 | (2)(3)(4) | 19.8 | % | 8,050,000 | 4.4 | % | 7,360,157 | (9) | 4.3 | % | |||||||||||||
Steven Walske (1) |
25,000 | (2) | * | 25,000 | * | 25,000 | * | |||||||||||||||||
Omar Johnson (1) |
25,000 | (2) | * | 25,000 | * | 25,000 | * | |||||||||||||||||
Paul Weiskopf (1) |
25,000 | (2) | * | 25,000 | * | 25,000 | * | |||||||||||||||||
All ServiceMax directors and executive officers as a group (twelve individuals) |
||||||||||||||||||||||||
Directors and Executive Officers Post-Business Combination |
||||||||||||||||||||||||
Neil Barua |
— | — | 1,096,764 | * | 1,096,764 | * | ||||||||||||||||||
Michael Jerich |
— | — | 207,146 | * | 207,146 | * | ||||||||||||||||||
David Kahley |
— | — | 131,993 | * | 131,993 | * | ||||||||||||||||||
Anthony Zingale |
— | — | 78,828 | * | 78,828 | * | ||||||||||||||||||
Frank van Veenendaal |
— | — | 173,731 | * | 173,731 | * | ||||||||||||||||||
Kenneth Hao (8) |
— | — | — | — | — | — | ||||||||||||||||||
Kyle Paster (8) |
— | — | — | — | — | — | ||||||||||||||||||
David Chung (1) |
8,050,000 | (2)(3)(4) | — | 8,050,000 | 4.4 | % | 7,360,157 | (9) | 4.3 | % | ||||||||||||||
Joerg Adams (8) |
— | — | — | — | — | — | ||||||||||||||||||
Felicia Alvaro |
— | — | — | * | — | * | ||||||||||||||||||
Callie Field |
— | — | — | * | — | * | ||||||||||||||||||
All New SM directors and executive officers as a group (13 individuals) |
6,128,151 |
6,128,151 |
* | Less than 1% |
(1) | Business address is 1950 University Avenue, Suite 350, Palo Alto, CA 94303. |
(2) | Interests shown consist solely of Class B ordinary shares of Pathfinder, which will automatically convert into Class A ordinary shares at the time of Pathfinder’s initial business combination. |
(3) | Represents 8,050,000 shares directly held by Pathfinder Acquisition LLC. |
(4) | HGGC Pathfinder Holdings I, LLC (“ HGGC Holdings ”) 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 Fund, LP (“ Tech Buyout ”) has the power to appoint two members to the board of managers of the Sponsor. The board of managers of the Sponsor exercises voting and dispositive power over all securities held by the Sponsor. Each of Mr. Lawson and Mr. Young is a member of the board of managers of HGGC Holdings, and each of Mr. Lawson, Mr. Young and Mr. Taylor has been appointed to the board of managers of the Sponsor by HGGC Holdings. Mr. Chung is the managing member of Arrowhead and has been appointed to the board of managers of the Sponsor by Arrowhead. Each of Ms. Sharma and Mr. Swildens is a member of the investment committee of IV Tech Buyout GP, LLC, the general partner of Tech Buyout, and has been appointed to the board of managers of the Sponsor by Tech Buyout. Accordingly, each of HGGC Holdings, Arrowhead, Tech Buyout, Mr. Lawson, Mr. Young, Mr. Taylor, Mr. Chung, Ms. Sharma and Mr. Swildens 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, Mr. Lawson, Mr. Young, Mr. Taylor, Mr. Chung, Ms. Sharma and Mr. Swildens disclaims beneficial ownership of any securities held by the Sponsor except to the extent of such entity’s or such person’s pecuniary interest therein. |
(5) | All shares of New SM common stock are held by held by SLP Snowflake Aggregator, L.P. The general partner of SLP Snowflake Aggregator, L.P. is SLP V Aggregator GP, L.L.C. The managing member of SLP V Aggregator GP, L.L.C. is Silver Lake Technology Associates V, L.P., and the general partner of Silver Lake Technology Associates V, L.P. is SLTA V (GP), L.L.C. The managing member of SLTA V (GP), L.L.C. is Silver Lake Group, L.L.C. The managing members of Silver Lake Group, L.L.C. are Egon Durban, Kenneth Hao, Gregory Mondre and Joseph Osnoss. Mr. Hao serves as a member of our board of directors. The address for each of the entities referenced above is c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025. |
(6) | Salesforce Ventures LLC (“Salesforce Ventures”) is an indirect, wholly-owned subsidiary of salesforce.com, inc. (“Salesforce”). Salesforce may be deemed to have sole power to vote or dispose of the shares held by Salesforce Ventures. The address of Salesforce and Salesforce Ventures is Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California 94105. |
(7) | General Electric Company (“GE”), a corporation incorporated under the laws of the State of New York. The principal business address and principal office address of GE is 5 Necco Street, Boston, Massachusetts 02210. |
(8) | The business address for nominees of Silver Lake is c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025. |
(9) | Reflects the forfeiture of 689,843 Shares of New SM Common Stock pursuant to the terms of the Sponsor Letter Agreement assuming maximum redemptions as described in Footnote 10 below. |
(10) | Assumes that 33.96% of Pathfinder’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum amount of redemptions while still satisfying the condition to the consummation of the Business Combination that proceeds available for release from the trust account in connection with the transactions contemplated in the Business Combination Agreement together with the proceeds of the Stronghold Private Placement be equal to or greater than $225,000,000. |
Delaware |
Cayman Islands | |||
Stockholder/Shareholder Approval of Business Combinations |
Mergers generally require approval of a majority of all outstanding target shares. Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders. |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/subsidiary mergers) require shareholder approval—there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting. | ||
Stockholder/Shareholder Votes for Routine Matters |
Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter. | Under Cayman Islands law and the Existing Governing Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so, attend and vote at a meeting). |
Delaware |
Cayman Islands | |||
Appraisal Rights |
Generally a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | Under the Cayman Islands Companies Act, minority shareholders that dissent to a merger are entitled, in certain circumstances, to be paid the fair value of their shares, which if necessary may ultimately be determined by the court. | ||
Inspection of Books and Records |
Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | ||
Stockholder/Shareholder Lawsuits |
A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Advisory Governing Documents Proposal E). | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | ||
Fiduciary Duties of Directors |
Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but directors may be required to consider the interests of creditors or shareholders in certain limited circumstances. | ||
Indemnification of Directors and Officers |
A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | ||
Limited Liability of Directors |
Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | Liability of directors may be unlimited, except with regard to their own fraud or willful default. |
• | the provisions regarding the size of the New SM Board and the election of directors pursuant to the Amended and Restated Registration and Shareholder Rights Agreement; |
• | the provisions regarding stockholder actions without a meeting; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provisions regarding removal of directors; |
• | the provisions regarding the limited liability of directors of New SM; |
• | the provisions regarding competition and corporate opportunities; and |
• | the provisions regarding the election not to be governed by Section 203 of the DGCL. |
1. | the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder; |
2. | the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans); or |
3. | the merger transaction is approved by the board of directors and at a meeting of stockholders, not by written consent, by the affirmative vote of 2/3 of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may elect in its certificate of incorporation or bylaws not to be governed by this particular Delaware law. |
• | prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or |
• | at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “ —Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “ —Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day before the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share. |
Redemption Date (period to expiration of warrants) |
Fair Market Value of Class A Ordinary Shares |
|||||||||||||||||||||||||||||||||||
<10.00 |
11.00 |
12.00 |
13.00 |
14.00 |
15.00 |
16.00 |
17.00 |
>18.00 |
||||||||||||||||||||||||||||
60 months |
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 |
Redemption Date (period to expiration of warrants) |
Fair Market Value of Class A Ordinary Shares |
|||||||||||||||||||||||||||||||||||
<10.00 |
11.00 |
12.00 |
13.00 |
14.00 |
15.00 |
16.00 |
17.00 |
>18.00 |
||||||||||||||||||||||||||||
12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• | 1% of the total number of New SM Common Stock then outstanding; or |
• | the average weekly reported trading volume of the New SM Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | not later than the close of business on the 90th day; and |
• | not earlier than the close of business on the 120th day before the one-year anniversary of the preceding year’s annual meeting. |
Page |
||||
Audited Financial Statements of Pathfinder Acquisition Corporation |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
Unaudited Condensed Financial Statements of Pathfinder Acquisition Corporation |
||||
F-18 |
||||
F-19 |
||||
F-20 |
||||
F-21 |
||||
F-22 |
||||
Audited Consolidated Financial Statements of ServiceMax, Inc. |
||||
F-39 |
||||
F-40 |
||||
F-41 |
||||
F-42 |
||||
F-43 |
||||
F-44 |
||||
Unaudited Condensed Consolidated Financial Statements of ServiceMax, Inc. |
||||
F-68 | ||||
F-69 | ||||
F-70 | ||||
F-71 | ||||
F-72 |
Assets: |
||||
Current assets: |
||||
Prepaid expenses |
$ | |||
Total current assets |
||||
Deferred offering costs associated with proposed public offering |
||||
Total Assets |
$ | |||
Liabilities and Shareholder’s Equity: |
||||
Current liabilities: |
||||
Accrued expenses |
$ | |||
Total current liabilities |
||||
Commitments and Contingencies |
||||
Shareholder’s Equity: |
||||
Preference shares, |
||||
Class A ordinary shares, |
— | |||
Class B ordinary shares, |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total shareholder’s equity |
||||
Total Liabilities and Shareholder’s Equity |
$ | |||
(1) |
This number includes up to |
General and administrative expenses |
$ | |||
Net loss |
$ | ( |
) | |
Weighted average shares outstanding, basic and diluted (1) |
||||
Basic and diluted net loss per share |
$ | ( |
) | |
(1) |
This number excludes an aggregate of up to 1,031,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholder’s Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance — December 18, 2020 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1) |
||||||||||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance — December 31, 2020 |
$ | $ | $ | $ | ( |
) | $ |
(1) |
This number includes up to 1,031,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
||||
Net cash used in operating activities |
||||
Net change in cash |
||||
Cash — beginning of the period |
||||
Cash — end of the period |
$ | |||
Supplemental disclosure of noncash investing and financing activities: |
||||
Deferred offering costs included in accrued expenses |
$ | |||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Page |
||||
F-18 |
||||
F-18 |
||||
F-18 |
||||
F-19 |
||||
F-20 |
||||
F-21 |
||||
F-22 |
Item 1. |
Condensed Financial Statements |
June |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Deferred offering costs associated with initial public offering |
||||||||
Investments held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ | $ | ||||||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ |
$ |
— |
|||||
Accrued expenses |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Derivative warrant liabilities |
||||||||
Deferred underwriting commissions |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A ordinary shares, $ $ June 30 , 2021 and December 31, 2020, respectively |
||||||||
Shareholders’ Equity: |
||||||||
Preference shares, $ |
||||||||
Class A ordinary shares, $ 29,823,880 and -0- June 30 , 2021 and December 31, 2020, respectively |
||||||||
Class B ordinary shares, $ June 30 , 2021 and December 31, 2020 |
||||||||
Additional paid-in capital |
||||||||
Retained earnings (accumulated deficit) |
( |
) | ||||||
|
|
|
|
|||||
Total shareholders’ equity |
||||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity |
$ | $ | ||||||
|
|
|
|
For the Three Months Ended June 30, 2021 |
For the Six Months Ended June 30, 2021 |
|||||||
General and administrative expenses |
$ | $ |
||||||
General and administrative expenses — related party |
||||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income (expense) |
||||||||
Change in fair value of derivative warrant liabilities |
||||||||
Offering costs associated with derivative warrant liabilities |
— | ( |
) | |||||
Income from investments held in Trust Account |
||||||||
Net income |
$ | $ |
||||||
Weighted average shares outstanding of Class A ordinary share |
||||||||
Basic and diluted net income per share, Class A ordinary share |
$ | $ |
||||||
Weighted average shares outstanding of Class B ordinary share |
||||||||
Basic and diluted net income per share, Class B ordinary share |
$ | $ |
Ordinary Shares |
Additional Paid-in Capital |
Retained Earnings (Accumulated Deficit) |
Total Shareholders’ Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance —December 31, 2020 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
Sale of units in initial public offering, net of fair value of public warrant liabilities |
||||||||||||||||||||||||||||
Excess cash received over the fair value of the private warrants |
— | — | ||||||||||||||||||||||||||
Offering costs |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Net income |
— | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2021 (Unaudited) |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Forfeiture of Class B ordinary shares |
— |
( |
) |
( |
) |
|||||||||||||||||||||||
Class A ordinary shares subject to possible redemption |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||
Net income |
— |
— |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — June 30, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Financing costs — derivative warrant liabilities |
||||
Income from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities |
||||
Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering |
||||
Proceeds received from private placement |
||||
Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
||||
Net increase in cash |
||||
Cash — beginning of the period |
||||
Cash — end of the period |
$ | |||
Supplemental disclosure of noncash investing and financing activities: |
||||
Offering costs included in accrued expenses |
$ | |||
Offering costs paid by related party under note payable |
$ | |||
Deferred underwriting commissions in connection with the initial public offering |
$ | |||
Initial value of Class A ordinary shares subject to possible redemption |
$ | |||
Change in value of Class A ordinary shares subject to possible redemption |
$ | ( |
) |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price (the “closing price ”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• |
in whole and not in part; |
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; |
• |
if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• |
if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account — money market fund |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities — Public warrants |
$ |
$ |
$ |
|||||||||
Derivative warrant liabilities — Private placement warrants |
$ | $ | $ |
February 19, 2021 |
||||
Exercise price |
$ | |||
Unit price |
$ | |||
Volatility |
% | |||
Term (years) |
||||
Risk-free rate |
% |
Derivative warrant liabilities at January 1, 2021 |
$ | |||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Derivative warrant liabilities at March 31, 2021 |
$ | |||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Transfer of Private Warrants to Level 2 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
|
|
|||
Derivative warrant liabilities at June 30, 2021 |
$ |
|||
|
|
As of January 31, |
||||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 81,169 | $ | 16,819 | ||||
Accounts receivable, net |
35,977 | 34,989 | ||||||
Accounts receivable – related parties |
3,600 | 3,439 | ||||||
Prepaid expenses |
2,062 | 2,720 | ||||||
Deferred sales commissions |
1,761 | 958 | ||||||
Other assets |
2,569 | 3,072 | ||||||
|
|
|
|
|||||
Total current assets |
127,138 | 61,997 | ||||||
Property and equipment, net |
669 | 1,007 | ||||||
Internally developed software, net |
2,739 | — | ||||||
Operating lease right-of-use |
7,141 | 10,129 | ||||||
Goodwill |
373,825 | 373,825 | ||||||
Intangible assets, net |
118,272 | 156,028 | ||||||
Deferred sales commissions, noncurrent |
3,755 | 2,967 | ||||||
Deposits and other long-term assets |
1,318 | 1,321 | ||||||
|
|
|
|
|||||
Total assets |
634,857 |
607,274 |
||||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDER’S EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
4,119 | 7,989 | ||||||
Accounts payable – related parties |
983 | 3,136 | ||||||
Accrued expenses |
13,716 | 9,435 | ||||||
Operating lease liabilities |
2,440 | 2,898 | ||||||
Unearned revenue |
66,971 | 56,110 | ||||||
|
|
|
|
|||||
Total current liabilities |
88,229 | 79,568 | ||||||
Operating lease liabilities, noncurrent |
5,023 | 7,342 | ||||||
Unearned revenue, noncurrent |
4,930 | 2,068 | ||||||
Deferred tax liability, net |
4,795 | 22,636 | ||||||
Other long-term liabilities |
177 | 166 | ||||||
|
|
|
|
|||||
Total liabilities |
103,154 | 111,780 | ||||||
Commitments and contingencies (Note 18) |
— | — | ||||||
Common stock $0.01 par, 100 shares issued and outstanding as of January 31, 2021 and 2020 |
— | — | ||||||
Additional paid-in capital |
662,723 | 576,678 | ||||||
Accumulated deficit |
(131,020 | ) | (81,184 | ) | ||||
|
|
|
|
|||||
Total stockholder’s equity |
531,703 | 495,494 | ||||||
|
|
|
|
|||||
Total liabilities and stockholder’s equity |
$ |
634,857 |
$ |
607,274 |
||||
|
|
|
|
For the Year Ended January 31, |
||||||||
2021 |
2020 |
|||||||
Revenue |
||||||||
Subscription |
$ | 91,326 | $ | 65,146 | ||||
Professional services |
17,824 | 21,732 | ||||||
|
|
|
|
|||||
109,150 | 86,878 | |||||||
Cost of revenue |
||||||||
Subscription |
44,854 | 45,183 | ||||||
Professional services |
20,339 | 21,355 | ||||||
|
|
|
|
|||||
Total cost of revenue |
65,193 | 66,538 | ||||||
|
|
|
|
|||||
Gross profit |
43,957 | 20,340 | ||||||
Operating expenses |
||||||||
Sales and marketing |
68,305 | 79,081 | ||||||
Research and development |
26,445 | 30,387 | ||||||
General and administrative |
16,136 | 18,905 | ||||||
|
|
|
|
|||||
Total operating expenses |
110,886 | 128,373 | ||||||
Loss from operations |
(66,929 | ) | (108,033 | ) | ||||
Interest income |
107 | 129 | ||||||
Loss on foreign exchange transactions |
(7 | ) | (614 | ) | ||||
Other income (expense), net |
(13 | ) | 21 | |||||
|
|
|
|
|||||
Total other income (expense), net |
87 | (464 | ) | |||||
Loss before income taxes |
(66,842 | ) | (108,497 | ) | ||||
Income tax benefit |
17,006 | 27,313 | ||||||
|
|
|
|
|||||
Net loss and comprehensive loss |
$ |
(49,836 |
) |
$ |
(81,184 |
) | ||
|
|
|
|
|||||
Loss per common share: |
||||||||
Basic and diluted |
$ | (498 | ) | $ | (812 | ) | ||
Weighted average shares: |
||||||||
Basic and diluted |
100 | 100 |
Common Shares |
Additional |
Accumulated |
||||||||||||||||||
$ 0.01 Par |
Paid-in |
|||||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Total |
||||||||||||||||
Application of pushdown accounting - February 1, 2019 |
100 | $ | — | $ | 574,096 | $ | — | $ | 574,096 | |||||||||||
Capital contributions from ServiceMax, JV, LP |
— | — | 1,500 | — | 1,500 | |||||||||||||||
Stock-based compensation |
— | — | 1,082 | — | 1,082 | |||||||||||||||
Net loss |
— | — | — | (81,184 | ) | (81,184 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - January 31, 2020 |
100 | — | 576,678 | (81,184 | ) | 495,494 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Capital contributions from ServiceMax, JV, LP |
— | — | 84,457 | — | 84,457 | |||||||||||||||
Stock-based compensation |
— | — | 1,588 | — | 1,588 | |||||||||||||||
Net loss |
— | — | — | (49,836 | ) | (49,836 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - January 31, 2021 |
100 | $ | — | $ | 662,723 | $ | (131,020 | ) | $ | 531,703 | ||||||||||
|
|
|
|
|
|
|
|
|
|
For the Year Ended January 31, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | (49,836 | ) | $ | (81,184 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
547 | 242 | ||||||
Amortization of intangible assets |
37,756 | 37,672 | ||||||
Amortization of internally developed software |
80 | — | ||||||
Amortization of deferred sales commission |
1,369 | 1,251 | ||||||
Stock-based compensation expense |
1,600 | 1,249 | ||||||
Bad debt expense |
508 | 371 | ||||||
Noncash lease expense |
3,070 | 3,000 | ||||||
Deferred income tax benefit |
(17,841 | ) | (28,278 | ) | ||||
Changes in operating assets and liabilities |
||||||||
Accounts receivable |
(1,496 | ) | (5,018 | ) | ||||
Accounts receivable – related parties |
(161 | ) | (1,775 | ) | ||||
Prepaid expenses |
658 | (2,347 | ) | |||||
Other current assets |
502 | 3,202 | ||||||
Deferred sales commissions |
(2,960 | ) | (5,176 | ) | ||||
Deposits and other assets |
3 | (1,002 | ) | |||||
Accounts payable |
(3,870 | ) | 3,758 | |||||
Accounts payable – related party |
(2,153 | ) | 1,807 | |||||
Accrued expense |
4,280 | 1,869 | ||||||
Unearned revenue |
13,723 | 24,356 | ||||||
Operating lease liabilities |
(2,858 | ) | (2,890 | ) | ||||
|
|
|
|
|||||
Net cash used in operating activities |
(17,079 |
) |
(48,893 |
) | ||||
Cash flows from investing activities |
||||||||
Acquisition of Zinc, Inc. - net of cash acquired |
— | (8,397 | ) | |||||
Purchases of property and equipment |
(209 | ) | (1,019 | ) | ||||
Capitalization of internally developed software |
(2,819 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(3,028 |
) |
(9,416 |
) | ||||
Cash flows from financing activities |
||||||||
Capital contributions from ServiceMax, JV, LP |
84,457 | 1,500 | ||||||
|
|
|
|
|||||
Net cash flows provided by financing activities |
84,457 |
1,500 |
||||||
Net increase (decrease) in cash and cash equivalents |
64,350 |
(56,809 |
) | |||||
Cash and cash equivalents, beginning of year |
16,819 | 73,628 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of year |
$ |
81,169 |
$ |
16,819 |
||||
|
|
|
|
|||||
Supplemental disclosures of cash financing activities: |
||||||||
Income taxes paid |
770 |
844 |
||||||
|
|
|
|
Estimated Useful Lives | ||
(in years) | ||
Computer equipment |
2 | |
Computer software |
2 | |
Furniture & Fixtures |
5 | |
Leasehold improvement |
Shorter of estimated useful life or lease term |
Estimated Amortizable Life (in years) | ||
Trademark and trade names |
3 | |
Developed technology |
5 | |
Customer-based - order backlog |
3 | |
Customer-based - contracts and relationships |
6 - 8 |
• | Identification of the contract, or contracts, with a customer. |
• | Identification of the performance obligations in the contract. |
• | Determination of the transaction price. |
• | Allocation of the transaction price to the performance obligations in the contract. |
• | Recognition of revenue when, or as, we satisfy a performance obligation. |
Fair value of consideration transferred |
$ | 574,096 | ||
Estimated fair value of assets acquired: |
||||
Cash |
73,629 | |||
Accounts receivable |
31,464 | |||
Prepaid expenses and other current assets |
6,546 | |||
Deferred tax asset |
67 | |||
Property and equipment |
231 | |||
Other assets |
319 | |||
Developed technology |
97,000 | |||
Customer relationships |
62,000 | |||
Order backlog |
25,000 | |||
Trademark and tradename |
2,600 | |||
|
|
|||
Total assets acquired |
$ |
298,856 |
||
Estimated fair value of liabilities assumed: |
||||
Accounts payable |
(1,784 | ) | ||
Payable to related party |
(3,742 | ) | ||
Accrued and other current liabilities |
(7,379 | ) | ||
Unearned revenue |
(33,000 | ) | ||
Deferred tax liability |
(50,165 | ) | ||
|
|
|||
Total liabilities assumed |
$ |
(96,070 |
) | |
Goodwill |
$ | 371,310 |
Acquired Assets and Liabilities |
Methods and Assumptions | |
Developed technology | The Company utilized an income approach, specifically the Multi-Period Earning method (MPEEM) for valuation of the developed technology | |
Customer relationships | The Company utilized the With and Without Method of the Income Approach as being the most appropriate to value the customer relationships. | |
Order backlog | The Company utilized an income approach specifically the MPEEM for valuation of order backlog | |
Trademark and trade name | The Company utilized an income approach, specifically the relief from royalty method (RFR) for the valuation of trademarks and trade names | |
Unearned revenue | Fair value determined to be equivalent to the estimated cost of future performance obligations assumed. |
• | Acquisition of Zinc, Inc. |
Fair value of consideration transferred |
$ | 9,441 | ||
Estimated fair value of assets acquired: |
||||
Cash |
1,043 | |||
Accounts receivable |
541 | |||
Prepaid expenses and other current assets |
100 | |||
Developed technology |
6,700 | |||
Customer relationships |
400 | |||
|
|
|||
Total assets acquired |
$ |
8,784 |
||
Estimated fair value of liabilities assumed: |
||||
Accounts payable |
(33 | ) | ||
Accrued and other current liabilities |
(187 | ) | ||
Unearned revenue |
(822 | ) | ||
Deferred tax liability |
(816 | ) | ||
|
|
|||
Total liabilities assumed |
$ |
(1,858 |
) | |
Goodwill |
$ | 2,515 |
Acquired Assets and Liabilities |
Methods and Assumptions | |
Developed technology | The cost approach was used. Under this method the assets are valued based on the cost to a market participant to acquire a substitute asset of comparable utility, adjusted for obsolescence | |
Customer relationships | The cost approach was used. Under this method the assets are valued based on the cost to a market participant to acquire a substitute asset of comparable utility, adjusted for obsolescence. | |
Unearned revenue | Fair value determined to be equivalent to the estimated cost of future performance obligations assumed. |
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Revenues: |
||||||||
Subscription |
$ | 91,326 | $ | 65,146 | ||||
Professional services |
17,824 | 21,732 | ||||||
|
|
|
|
|||||
Total |
$ |
109,150 |
$ |
86,878 |
||||
|
|
|
|
|||||
Percentage of revenues: |
||||||||
Subscription |
83.67 | % | 74.99 | % | ||||
Professional services |
16.33 | % | 25.01 | % | ||||
|
|
|
|
|||||
Total |
100.00 |
% |
100.00 |
% | ||||
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Unbilled receivables |
$ | 39,364 | $ | 37,526 | ||||
Contract asset |
213 | 902 | ||||||
|
|
|
|
|||||
Total contract asset |
39,577 |
38,428 |
||||||
|
|
|
|
|||||
Unearned revenue - current |
66,971 | 56,110 | ||||||
Unearned revenue - noncurrent |
4,930 | 2,068 | ||||||
|
|
|
|
|||||
Total contract liabilities |
$ |
71,901 |
$ |
58,178 |
||||
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Unearned revenue - beginning of period |
$ | 58,178 | $ | 50,231 | ||||
Billings and contributions from contract assets |
122,643 | 94,732 | ||||||
Revenue recognized |
(108,920 | ) | (86,785 | ) | ||||
|
|
|
|
|||||
Unearned revenue - end of period |
$ |
71,901 |
$ |
58,178 |
||||
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Computer software |
$ | 24 | $ | 24 | ||||
Computer equipment |
1,255 | 1,036 | ||||||
Furniture and fixtures |
119 | 117 | ||||||
Leasehold improvements |
80 | 78 | ||||||
|
|
|
|
|||||
Total property and equipment |
1,478 | 1,255 | ||||||
Accumulated depreciation and amortization |
(809 | ) | (248 | ) | ||||
|
|
|
|
|||||
Total property and equipment, net |
$ |
669 |
$ |
1,007 |
||||
|
|
|
|
For Years Ended, January 31 |
||||||||
2021 |
2020 |
|||||||
Internally developed software - capitalized |
$ | 2,819 | $ | — | ||||
Accumulated depreciation and amortization |
(80 | ) | — | |||||
|
|
|
|
|||||
Total internally developed software, net |
$ |
2,739 |
$ |
— |
||||
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Beginning goodwill |
$ | 373,825 | $ | — | ||||
SLP-SA acquisition |
— | 371,310 | ||||||
Zinc acquisition |
— | 2,515 | ||||||
|
|
|
|
|||||
Ending goodwill |
$ |
373,825 |
$ |
373,825 |
||||
|
|
|
|
Gross Amount |
Accumulated Amortization |
Net Carrying Value |
||||||||||
Intangible assets, net: |
||||||||||||
Trademark and trade name |
$ | 2,600 | $ | (1,733 | ) | $ | 867 | |||||
Developed technology |
103,700 | (41,400 | ) | 62,300 | ||||||||
Order backlog |
25,000 | (16,666 | ) | 8,334 | ||||||||
Customer relationships |
62,400 | (15,629 | ) | 46,771 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
193,700 |
$ |
(75,428 |
) |
$ |
118,272 |
|||||
|
|
|
|
|
|
Gross Amount |
Accumulated Amortization |
Net Carrying Value |
||||||||||
Intangible assets, net: |
||||||||||||
Trademark and trade name |
$ | 2,600 | $ | (866 | ) | $ | 1,734 | |||||
Developed technology |
103,700 | (20,660 | ) | 83,040 | ||||||||
Order backlog |
25,000 | (8,333 | ) | 16,667 | ||||||||
Customer relationships |
62,400 | (7,813 | ) | 54,587 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
193,700 |
$ |
(37,672 |
) |
$ |
156,028 |
|||||
|
|
|
|
|
|
For Years Ending, January 31, |
||||
2022 |
$ | 37,758 | ||
2023 |
28,557 | |||
2024 |
28,557 | |||
2025 |
7,896 | |||
2026 |
7,754 | |||
Thereafter |
7,750 | |||
|
|
|||
Total |
$ |
118,272 |
||
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Accrued payroll and benefits |
$ | 1,692 | $ | 1,005 | ||||
Accrued bonuses |
5,819 | 3,299 | ||||||
Accrued commissions |
3,394 | 1,420 | ||||||
Accrued severance |
— | 796 | ||||||
Accrued implementation partner fees |
373 | 259 | ||||||
Accrued sales taxes |
1,450 | 1,132 | ||||||
Accrued income taxes |
340 | 698 | ||||||
Other accrued expenses |
648 | 826 | ||||||
|
|
|
|
|||||
Total accrued expenses |
$ |
13,716 |
$ |
9,435 |
||||
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Operating Right-of-use |
$ |
7,141 |
$ |
10,129 |
||||
|
|
|
|
|||||
Liabilities |
||||||||
Lease liabilities |
$ | 2,440 | $ | 2,898 | ||||
Lease liabilities, non-current |
5,023 | 7,342 | ||||||
|
|
|
|
|||||
Total Operating lease liability |
$ |
7,463 |
$ |
10,240 |
||||
|
|
|
|
For Year Ending, January 31, |
||||
2022 |
$ | 2,884 | ||
2023 |
2,955 | |||
2024 |
1,573 | |||
2025 |
535 | |||
2026 |
343 | |||
Thereafter |
— | |||
|
|
|||
Total |
8,290 | |||
Less amount representing interest |
(827 | ) | ||
|
|
|||
Present value of lease liabilities |
$ |
7,463 |
||
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Supplemental Cash Flow Information |
||||||||
Operating lease right of use assets and lease liability recorded upon adoption of ASC 842 |
$ | — | $ | 11,284 | ||||
Operating lease right of use assets and lease liability recorded upon lease renewal |
$ | — | $ | 1,846 |
• | The first 25% of the time-based Class B Units vest on first anniversary of the date of hire, and for additional grants on the grant date; then 6.25% of the remaining time-based units vest each quarter thereafter. There is no acceleration of time-based units in the case of a liquidation event. Any time-based units that are unvested at the time of a liquidation event are not required to be but may be cashed out or converted to a different type of award, at our discretion. The vesting of the time-based Class B Units is subject to the employee’s continued employment through the applicable vesting date. |
• | Performance-based vesting occurs only if the holder is employed with us at the time of a liquidation event that returns at least 1.5 times the actual capital investment made by Silver Lake Partners (“SLP”) during the life of its investment. In the event of a sale of 100% of the stock held by SLP, the performance-based Class B Units will vest on a sliding scale in accordance with the multiple of money received by SLP: 25% of the grant will vest if SLP receives 1.5 times its investment, gradually rising on a linear basis for the remaining 75% if SLP receives up to 4.5 times its investment. Any Class B Units that remain unvested after SLP has disposed of 100% of its interest in ServiceMax will be cancelled. As of and for the years ended January 31, 2021 and 2020, the performance condition was not considered probable of being achieved and accordingly no expense was recorded associated with these awards. |
• | For our non-US employees, the Class B Units are settled in cash in accordance with the requirements of the foreign country and are subject to local country practices. |
2021 |
2020 | |||
Time to liquidity event (years) |
1.0 – 2.3 | 2.3 – 4.0 | ||
Equity volatility |
40% - 50% |
40% | ||
Risk-free interest rate |
0.10% - 1.32% |
1.32% - 2.47% | ||
Discount |
30% | 30% |
Class B Units Outstanding |
Weighted Average Exercise Price |
Aggregate Intrinsic Value |
Weighted Average Contractual Terms (Years) |
|||||||||||||
Outstanding, January 31, 2020 |
4,495 |
$ | 11.69 | $ | 10,384 | 3.10 | ||||||||||
Granted |
1,335 | $ | 13.74 | |||||||||||||
Canceled |
(544 | ) | $ | 11.98 | ||||||||||||
|
|
|||||||||||||||
Outstanding, January 31, 2021 |
5,286 |
$ | 12.23 | $ | 44,859 | 2.49 | ||||||||||
|
|
|||||||||||||||
Exercisable, January 31, 2021 |
836 | $ | 11.69 | $ | 7,550 | |||||||||||
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Cost of revenue |
$ | 151 | $ | 104 | ||||
Sales and marketing |
378 | 271 | ||||||
General and administrative |
821 | 634 | ||||||
Research and development |
250 | 240 | ||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ |
1,600 |
$ |
1,249 |
||||
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Current Tax Expense |
||||||||
Federal |
$ | — | $ | — | ||||
State |
104 | 143 | ||||||
Foreign |
731 | 822 | ||||||
|
|
|
|
|||||
Total current tax expense |
$ | 835 | $ | 965 | ||||
Deferred tax expense (benefit) |
||||||||
Federal |
(13,750 | ) | (22,792 | ) | ||||
State |
(3,944 | ) | (5,584 | ) | ||||
Foreign |
(147 | ) | 98 | |||||
|
|
|
|
|||||
Total deferred tax benefit |
$ | (17,841 | ) | $ | (28,278 | ) | ||
|
|
|
|
|||||
Income tax benefit |
$ |
(17,006 |
) |
$ |
(27,313 |
) | ||
|
|
|
|
For Years Ended, January 31, |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
Amount |
Percentage |
Amount |
Percentage |
|||||||||||||
Federal statutory tax rate |
$ | (14,037 | ) | 21.00 | % | $ | (22,785 | ) | 21.00 | % | ||||||
State tax - net of federal benefit |
(3,863 | ) | 5.78 | % | (5,471 | ) | 5.04 | % | ||||||||
Permanent items |
834 | (1.25 | %) | 750 | (0.69 | %) | ||||||||||
Return to provision adjustment |
(147 | ) | 0.22 | % | — | — | ||||||||||
Change in the valuation allowance |
13 | (0.02 | %) | — | — | |||||||||||
Foreign tax differential and permanent items |
194 | (0.29 | %) | 193 | (0.18 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Benefit income taxes and effective tax rate |
$ |
(17,006 |
) |
25.44 |
% |
$ |
(27,313 |
) |
25.17 |
% | ||||||
|
|
|
|
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryover |
$ | 27,104 | $ | 21,402 | ||||
Compensation accrual |
1,389 | 1,833 | ||||||
Lease liability |
1,262 | 1,864 | ||||||
Accrued expenses |
330 | 315 | ||||||
Unearned revenue |
806 | 1,130 | ||||||
Other |
134 | 65 | ||||||
Other (foreign) |
170 | 54 | ||||||
|
|
|
|
|||||
Total deferred tax assets |
31,195 | 26,663 | ||||||
Valuation allowance |
(6,802 | ) | (6,789 | ) | ||||
|
|
|
|
|||||
Net deferred tax assets |
$ |
24,393 |
$ |
19,874 |
||||
|
|
|
|
|||||
Deferred Tax liability: |
||||||||
Intangible assets |
(27,966 | ) | (40,646 | ) | ||||
ROU asset |
(1,222 | ) | (1,834 | ) | ||||
Other |
— | (30 | ) | |||||
|
|
|
|
|||||
Total deferred tax liabilities |
(29,188 | ) | (42,510 | ) | ||||
|
|
|
|
|||||
Net deferred tax liabilities |
$ |
(4,795 |
) |
$ |
(22,636 |
) | ||
|
|
|
|
TSA |
GESA |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Paid |
$ | 1,264 | $ | 2,114 | $ | 2,593 | $ | 3,634 | ||||||||
Payable balance |
$ | — | $ | 1,043 | $ | — | $ | 1,866 |
Carrying Amount |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Money Market Fund |
$ | 288 | $ | 288 | $ | — | $ | — | ||||||||
Governmental Fund |
70,126 | — | 70,126 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
70,414 |
$ |
288 |
$ |
70,126 |
$ |
— |
||||||||
|
|
|
|
|
|
|
|
Carrying Amount |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Money Market Fund |
$ | 288 | $ | 288 | $ | — | $ | — | ||||||||
Governmental Fund |
5,546 | — | 5,546 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
5,834 |
$ |
288 |
$ |
5,546 |
$ |
— |
||||||||
|
|
|
|
|
|
|
|
For Years Ended January 31, |
||||||||
2021 |
2020 |
|||||||
Numerator: |
||||||||
Net loss available to common shareholders |
$ | (49,836 | ) | $ | (81,184 | ) | ||
Denominator: |
||||||||
Weighted average common shares outstanding – basic and diluted |
100 | 100 | ||||||
|
|
|
|
|||||
Net loss per share attributable to common shareholders - basic and diluted loss per share |
$ |
(498 |
) |
$ |
(812 |
) | ||
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
Americas |
$ | 55,543 | $ | 49,049 | ||||
Europe, Middle East, and Africa |
44,823 | 30,306 | ||||||
Asia Pacific |
8,784 | 7,523 | ||||||
|
|
|
|
|||||
Total revenues |
$ |
109,150 |
$ |
86,878 |
||||
|
|
|
|
For Years Ended, January 31, |
||||||||
2021 |
2020 |
|||||||
North America |
$ | 163 | $ | 311 | ||||
Europe, Middle East, and Africa |
60 | 170 | ||||||
Asia Pacific |
446 | 526 | ||||||
|
|
|
|
|||||
Total property and equipment, net |
$ | 669 | $ | 1,007 | ||||
|
|
|
|
As of July 31, |
As of January 31, |
|||||||
2021 |
2021 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 77,254 | $ | 81,169 | ||||
Accounts receivable, net |
27,853 | 35,977 | ||||||
Accounts receivable – related party |
1,406 | 3,600 | ||||||
Prepaid expenses |
1,992 | 2,062 | ||||||
Deferred sales commissions |
2,269 | 1,761 | ||||||
Other assets |
2,210 | 2,569 | ||||||
|
|
|
|
|||||
Total current assets |
112,984 | 127,138 | ||||||
Property and equipment, net |
436 | 669 | ||||||
Internally developed software, net |
2,529 | 2,739 | ||||||
Operating lease right-of-use |
8,094 | 7,141 | ||||||
Goodwill |
373,825 | 373,825 | ||||||
Intangible assets, net |
99,394 | 118,272 | ||||||
Deferred sales commissions, noncurrent |
4,568 | 3,755 | ||||||
Deferred public offering costs |
5,129 | — | ||||||
Deposits and other long-term assets |
894 | 1,318 | ||||||
|
|
|
|
|||||
Total assets |
607,853 |
634,857 |
||||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDER’S EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
5,118 | 4,119 | ||||||
Accounts payable – related parties |
1,789 | 983 | ||||||
Accrued expenses |
14,922 | 13,716 | ||||||
Operating lease liabilities |
3,143 | 2,440 | ||||||
Unearned revenue |
68,476 | 66,971 | ||||||
|
|
|
|
|||||
Total current liabilities |
93,448 | 88,229 | ||||||
Operating lease liabilities, noncurrent |
5,266 | 5,023 | ||||||
Unearned revenue, noncurrent |
2,077 | 4,930 | ||||||
Deferred tax liability, net |
3,182 | 4,795 | ||||||
Other long-term liabilities |
413 | 177 | ||||||
|
|
|
|
|||||
Total liabilities |
104,386 | 103,154 | ||||||
Commitments and contingencies (Note 12) |
||||||||
Common stock $0.01 par, 100 shares issued and outstanding as of July 31, 2021 and January 31, 2021 |
— | — | ||||||
Additional paid-in capital |
663,540 | 662,723 | ||||||
Accumulated deficit |
(160,073 | ) | (131,020 | ) | ||||
|
|
|
|
|||||
Total stockholder’s equity |
503,467 | 531,703 | ||||||
|
|
|
|
|||||
Total liabilities and stockholder’s equity |
$ |
607,853 |
$ |
634,857 |
||||
|
|
|
|
For the Six Months Ended July 31, |
||||||||
2021 |
2020 |
|||||||
(Unaudited) |
||||||||
Revenue |
||||||||
Subscription |
$ | 53,237 | $ | 43,720 | ||||
Professional services |
8,958 | 9,398 | ||||||
|
|
|
|
|||||
Total revenue |
62,195 | 53,118 | ||||||
Cost of revenue |
||||||||
Subscription |
22,527 | 22,532 | ||||||
Professional services |
9,191 | 10,714 | ||||||
|
|
|
|
|||||
Total cost of revenue |
31,718 | 33,246 | ||||||
Subscription |
30,710 | 21,188 | ||||||
Professional services |
(233 | ) | (1,316 | ) | ||||
|
|
|
|
|||||
Gross profit |
30,477 | 19,872 | ||||||
Operating expenses |
||||||||
Sales and marketing |
33,385 | 32,954 | ||||||
Research and development |
15,691 | 13,731 | ||||||
General and administrative |
11,526 | 8,792 | ||||||
|
|
|
|
|||||
Total operating expenses |
60,602 | 55,477 | ||||||
Loss from operations |
(30,125 | ) | (35,605 | ) | ||||
Interest income |
9 | 96 | ||||||
Gain (loss) on foreign exchange transactions |
(150 | ) | (107 | ) | ||||
Other income (expense), net |
25 | (14 | ) | |||||
|
|
|
|
|||||
Total other income (expense), net |
(116 | ) | (25 | ) | ||||
Loss before income taxes |
(30,241 | ) | (35,630 | ) | ||||
Income tax benefit |
1,188 | 8,398 | ||||||
|
|
|
|
|||||
Net loss and comprehensive loss |
$ |
(29,053 |
) |
$ |
(27,232 |
) | ||
|
|
|
|
|||||
Loss per common share: |
||||||||
Basic and diluted |
(291 | ) | (272 | ) | ||||
Weighted average shares: |
||||||||
Basic and diluted |
100 | 100 |
Six Months Ended July 31, 2020 |
||||||||||||||||||||
Common Shares $ 0.01 par |
Additional Paid-in Capital |
Accumulated Deficit |
Total |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance – January 31, 2020 |
100 | $ | — | $ | 576,678 | $ | (81,184 | ) | $ | 495,494 | ||||||||||
Capital contributions from ServiceMax, JV, LP |
— | — | 84,716 | — | 84,716 | |||||||||||||||
Stock-based compensation |
— | — | 769 | — | 769 | |||||||||||||||
Net loss |
— | — | — | (27,232 | ) | (27,232 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – July 31, 2020 |
100 | $ | — | $ | 662,163 | $ | (108,416 | ) | $ | 553,747 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31, 2021 |
||||||||||||||||||||
Common Shares $ 0.01 par |
Additional Paid-in Capital |
Accumulated Deficit |
Total |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance – January 31, 2021 |
100 | $ | — | $ | 662,723 | $ | (131,020 | ) | $ | 531,703 | ||||||||||
Stock-based compensation |
— | — | 817 | — | 817 | |||||||||||||||
Net loss |
— | — | — | (29,053 | ) | (29,053 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – July 31, 2021 |
100 | $ | — | $ | 663,540 | $ | (160,073 | ) | $ | 503,467 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31, |
||||||||
2021 |
2020 |
|||||||
(Unaudited) |
||||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | (29,053 | ) | $ | (27,232 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
257 | 262 | ||||||
Amortization of intangible assets |
18,878 | 18,878 | ||||||
Amortization of internally developed software |
277 | — | ||||||
Amortization of deferred sales commissions |
1,099 | 568 | ||||||
Stock-based compensation expense |
1,055 | 721 | ||||||
Bad debt expense/(recovery) |
(56 | ) | 389 | |||||
Noncash lease expense |
1,350 | 1,606 | ||||||
Deferred income tax benefit |
(1,613 | ) | (8,949 | ) | ||||
Changes in operating assets and liabilities |
||||||||
Accounts receivable |
8,180 | 3,003 | ||||||
Accounts receivable – related party |
2,194 | 2,199 | ||||||
Prepaid expenses |
70 | (457 | ) | |||||
Other current assets |
359 | 180 | ||||||
Deferred sales commissions |
(2,421 | ) | (1,477 | ) | ||||
Deposits and other assets |
424 | 16 | ||||||
Accounts payable |
(870 | ) | (4,451 | ) | ||||
Accounts payable – related party |
806 | (900 | ) | |||||
Accrued expense |
256 | 1,609 | ||||||
Unearned revenue |
(1,348 | ) | 2,796 | |||||
Operating lease liabilities |
(1,357 | ) | (1,598 | ) | ||||
|
|
|
|
|||||
Net cash used in operating activities |
(1,513 |
) |
(12,837 |
) | ||||
Cash flows from investing activities |
||||||||
Purchases of property and equipment |
(23 | ) | (105 | ) | ||||
Capitalization of internally developed software |
(70 | ) | (1,009 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(93 |
) |
(1,114 |
) | ||||
Cash flows from financing activities |
||||||||
Capital contributions from ServiceMax, JV, LP |
— | 84,716 | ||||||
Payments related to public offerings |
(2,309 | ) | — | |||||
|
|
|
|
|||||
Net cash flows provided by (used in) financing activities |
(2,309 |
) |
84,716 |
|||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
(3,915 |
) |
70,765 |
|||||
Cash and cash equivalents, beginning of period |
81,169 | 16,819 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ |
77,254 |
$ |
87,584 |
||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information: |
||||||||
Income taxes paid |
845 | 25 | ||||||
Operating lease right of use assets and lease liability recorded for new lease |
2,303 | — | ||||||
Deferred public offering costs incurred and included in accounts payable |
2,820 | — |
For the Six Months Ended, July 31, |
||||||||
2021 |
2020 |
|||||||
Revenues: |
||||||||
Subscription |
$ | 53,237 | $ | 43,720 | ||||
Professional services |
8,958 | 9,398 | ||||||
|
|
|
|
|||||
Total |
$ |
62,195 |
$ |
53,118 |
||||
|
|
|
|
|||||
Percentage of revenues: |
||||||||
Subscription |
85.60 | % | 82.31 | % | ||||
Professional services |
14.40 | % | 17.69 | % | ||||
|
|
|
|
|||||
Total |
100.00 |
% |
100.00 |
% | ||||
|
|
|
|
As of |
||||||||
July 31, 2021 |
January 31, 2021 |
|||||||
Unbilled receivables |
$ | 29,183 | $ | 39,364 | ||||
Contract assets |
76 | 213 | ||||||
|
|
|
|
|||||
Total contract assets |
$ |
29,259 |
39,577 |
|||||
|
|
|
|
|||||
Unearned revenue - current |
68,476 | 66,971 | ||||||
Unearned revenue - noncurrent |
2,077 | 4,930 | ||||||
|
|
|
|
|||||
Total contract liabilities |
$ |
70,553 |
$ |
71,901 |
||||
|
|
|
|
As of |
||||||||
July 31, 2021 |
January 31, 2021 |
|||||||
Unearned revenue - beginning of period |
$ | 71,901 | $ | 58,178 | ||||
Billings and contributions from contract assets |
60,557 | 122,643 | ||||||
Revenue recognized |
(61,905 | ) | (108,920 | ) | ||||
|
|
|
|
|||||
Unearned revenue - end of period |
$ |
70,553 |
$ |
71,901 |
||||
|
|
|
|
As of |
||||||||
July 31, 2021 |
January 31, 2021 |
|||||||
Internally developed software - capitalized |
$ | 2,889 | $ | 2,819 | ||||
Accumulated depreciation and amortization |
(360 | ) | (80 | ) | ||||
|
|
|
|
|||||
Total internally developed software, net |
$ |
2,529 |
$ |
2,739 |
||||
|
|
|
|
Gross Amount |
Accumulated Amortization |
Net Carrying Value |
||||||||||
Intangible assets, net: |
||||||||||||
Trademark and trade name |
$ | 2,600 | $ | (2,166 | ) | $ | 434 | |||||
Developed technology |
103,700 | (51,770 | ) | 51,930 | ||||||||
Order backlog |
25,000 | (20,832 | ) | 4,168 | ||||||||
Customer relationships |
62,400 | (19,538 | ) | 42,862 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
193,700 |
$ |
(94,306 |
) |
$ |
99,394 |
|||||
|
|
|
|
|
|
Gross Amount |
Accumulated Amortization |
Net Carrying Value |
||||||||||
Intangible assets, net: |
||||||||||||
Trademark and trade name |
$ | 2,600 | $ | (1,733 | ) | $ | 867 | |||||
Developed technology |
103,700 | (41,400 | ) | 62,300 | ||||||||
Order backlog |
25,000 | (16,666 | ) | 8,334 | ||||||||
Customer relationships |
62,400 | (15,629 | ) | 46,771 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
193,700 |
$ |
(75,428 |
) |
$ |
118,272 |
|||||
|
|
|
|
|
|
July 31, 2021 |
January 31, 2021 | |||
Time to liquidity event (years) |
1.0 - 1.8 |
1.0 - 2.3 | ||
Equity volatility |
40% - 50% |
40% - 50% | ||
Risk-free interest rate |
0.10% - 1.32% |
0.10% - 1.32% | ||
Discount |
30% | 30% |
Class B Units Outstanding |
Weighted Average Exercise Price |
Aggregate Intrinsic Value |
Weighted Average Contractual Terms (Years) |
|||||||||||||
Outstanding, January 31, 2021 |
5,286 |
$ |
12.23 |
$ |
44,859 |
2.49 |
||||||||||
Granted |
426 | 20.72 | — | — | ||||||||||||
Canceled |
(430 | ) | 12.48 | — | — | |||||||||||
|
|
|||||||||||||||
Outstanding, July 31, 2021 |
5,282 |
$ |
12.90 |
$ |
62,709 |
2.19 |
||||||||||
|
|
|||||||||||||||
Exercisable, July 31, 2021 |
1,087 |
$ |
11.76 |
$ |
9,739 |
|||||||||||
|
|
For the Six Months Ended, July 31, |
||||||||
2021 |
2020 |
|||||||
Cost of revenue |
$ | 176 | $ | 70 | ||||
Sales and marketing |
219 | 133 | ||||||
General and administrative |
434 | 433 | ||||||
Research and development |
226 | 85 | ||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ |
1,055 |
$ |
721 |
||||
|
|
|
|
TSA For the Six Months Ended |
GESA For the Six Months Ended |
|||||||||||||||
July 31, 2021 |
July 31, 2020 |
July 31, 2021 |
July 31, 2020 |
|||||||||||||
Paid |
$ | — | $ | 1,203 | $ | — | $ | 1,744 |
Carrying Amount |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Money Markets Fund |
$ | 288 | $ | 288 | $ | — | $ | — | ||||||||
Governmental Fund |
63,171 | — | 63,171 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
63,459 |
$ |
288 |
$ |
63,171 |
$ |
— |
||||||||
|
|
|
|
|
|
|
|
Carrying Amount |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Money Market Fund |
$ | 288 | $ | 288 | $ | — | $ | — | ||||||||
Governmental Fund |
70,126 | — | 70,126 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ |
70,414 |
$ |
288 |
$ |
70,126 |
$ |
— |
||||||||
|
|
|
|
|
|
|
|
For the Six Months Ended July 31, |
||||||||
2021 |
2020 |
|||||||
Numerator: |
||||||||
Net loss available to common stockholders |
$ | (29,053 | ) | $ | (27,232 | ) | ||
Denominator: |
||||||||
Weighted average common shares outstanding — basic and diluted |
100 | 100 | ||||||
|
|
|
|
|||||
Net loss per share attributable to common stockholders - basic and diluted loss per share |
$ |
(291 |
) |
$ |
(272 |
) | ||
|
|
|
|
For the Six Months Ended, July 31, |
||||||||
2021 |
2020 |
|||||||
Americas |
$ | 31,419 | $ | 27,942 | ||||
Europe, Middle East, and Africa |
25,046 | 21,297 | ||||||
Asia Pacific |
5,730 | 3,879 | ||||||
|
|
|
|
|||||
Total revenues |
$ |
62,195 |
$ |
53,118 |
||||
|
|
|
|
As of |
||||||||
July 31, 2021 |
January 31, 2021 |
|||||||
North America |
$ | 47 | $ | 163 | ||||
Europe, Middle East, and Africa |
26 | 60 | ||||||
Asia Pacific |
363 | 446 | ||||||
|
|
|
|
|||||
Total property and equipment, net |
$ |
436 |
$ |
669 |
||||
|
|
|
|
ANNEXES AND EXHIBITS | ||
Annex A | Definitions | |
Exhibit A | Form of Amended and Restated Sponsor Letter Agreement | |
Exhibit B | Form of Amended and Restated Company Transaction Support Agreement | |
Exhibit C | Form of Amended and Restated Company Shareholder Transaction Support Agreement | |
Exhibit D | Form of Amended and Restated Strategic Investor Subscription Agreements | |
Exhibit E | Form of Pathfinder Post-Closing Certificate of Incorporation | |
Exhibit F | Form of Pathfinder Post-Closing Bylaws | |
Exhibit G | Form of Pathfinder 2021 Omnibus Incentive Plan | |
Exhibit H | Form of Pathfinder Executive Officer Severance Plan | |
Exhibit I | Form of Employee Stock Purchase Plan |
Attention: |
||
E-mail: |
Attention: |
| |
Email: |
||
Attention: |
| |
Email: |
Attention: |
| |
Email: |
PATHFINDER ACQUISITION CORPORATION | ||
By: | /s/ David Chung | |
Name: | David Chung | |
Title: | Chief Executive Officer |
SERVE MERGER SUB, INC. | ||
By: | /s/ David Chung | |
Name: | David Chung | |
Title: | Chief Executive Officer |
SERVICEMAX, INC. | ||
By: | /s/ Ellen O’Donnell | |
Name: | Ellen O’Donnell | |
Title: | Chief Legal Officer |
SERVICEMAX, INC. | ||
By: | ||
Name: |
||
Title: |
Page |
||||
C-1 | ||||
C-1 | ||||
C-1 | ||||
C-4 | ||||
C-4 | ||||
C-4 | ||||
C-5 | ||||
C-5 | ||||
C-5 | ||||
C-6 | ||||
C-6 | ||||
C-6 | ||||
C-6 | ||||
C-7 | ||||
C-7 | ||||
C-7 | ||||
C-7 | ||||
C-7 | ||||
C-7 | ||||
C-8 | ||||
C-8 | ||||
C-8 | ||||
C-8 | ||||
C-8 | ||||
C-9 | ||||
C-9 | ||||
C-9 | ||||
C-9 | ||||
C-9 | ||||
C-9 | ||||
C-10 | ||||
C-10 | ||||
C-10 | ||||
C-10 | ||||
C-10 | ||||
C-10 | ||||
C-10 | ||||
C-11 | ||||
C-11 |
Page |
||||
C-11 | ||||
C-11 | ||||
C-11 | ||||
C-12 | ||||
C-12 | ||||
C-12 | ||||
C-12 | ||||
C-12 | ||||
C-12 | ||||
C-12 |
1. |
DEFINED TERMS |
2. |
PURPOSE |
3. |
ADMINISTRATION |
4. |
LIMITS ON AWARDS UNDER THE PLAN |
5. |
ELIGIBILITY AND PARTICIPATION |
6. |
RULES APPLICABLE TO ALL AWARDS |
7. |
ADDITIONAL RULES APPLICABLE TO STOCK OPTIONS AND SARS |
8. |
EFFECT OF CERTAIN TRANSACTIONS |
9. |
LEGAL CONDITIONS ON DELIVERY OF STOCK |
10. |
AMENDMENT AND TERMINATION |
11. |
OTHER COMPENSATION ARRANGEMENTS |
12. |
MISCELLANEOUS |
13. |
RULES FOR PARTICIPANTS IN CERTAIN JURISDICTIONS |
14. |
GOVERNING LAW |
Name of Investor: | State/Country of Formation or Domicile: | |||||||
By: |
||||||||
Name: |
||||||||
Title: |
||||||||
Name in which Shares are to be registered (if different): | Date: | |||||||
Investor’s EIN: | ||||||||
Business Address-Street: | Mailing Address-Street (if different): | |||||||
City, State, Zip: | City, State, Zip: | |||||||
Attn: |
Attn: | |||||||
Telephone No.: | Telephone No.: | |||||||
Facsimile No.: | Facsimile No.: | |||||||
Number of Shares subscribed for: | ||||||||
Aggregate Subscription Amount: $ | Price Per Share: $10.00 |
PATHFINDER ACQUISITION CORPORATION | ||
By: | ||
Name: |
||
Title: |
SERVICEMAX INC. | ||
By: | ||
Name: |
||
Title: |
A. | QUALIFIED INSTITUTIONAL BUYER STATUS |
☐ | Investor is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “ QIB ”)). |
☐ | Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such accounts is a QIB. |
B. | INSTITUTIONAL ACCREDITED INVESTOR STATUS |
☐ | Investor is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, Massachusetts or similar business trust, partnership, or limited liability company that was not formed for the specific purpose of acquiring the securities of PFDR being offered in this offering, with total assets in excess of $5,000,000. |
☐ | Investor is a “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. |
☐ | Investor is a “bank” as defined in Section 3(a)(2) of the Securities Act. |
☐ | Investor is a “savings and loan association” or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. |
☐ | Investor is a broker or dealer registered pursuant to Section 15 of the Exchange Act. |
☐ | Investor is an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state. |
☐ | Investor is an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940. |
☐ | Investor is an “insurance company” as defined in Section 2(a)(13) of the Securities Act. |
☐ | Investor is an investment company registered under the Investment Company Act of 1940. |
☐ | Investor is a “business development company” as defined in Section 2(a)(48) of the Investment Company Act of 1940. |
☐ | Investor is a “Small Business Investment Company” licensed by the U.S. Small Business Administration under either Section 301(c) or (d) of the Small Business Investment Act of 1958. |
☐ | Investor is a “Rural Business Investment Company” as defined in Section 384A of the Consolidated Farm and Rural Development Act. |
☐ | Investor is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000. |
☐ | Investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is one of the following. |
☐ | A bank; |
☐ | A savings and loan association; |
☐ | A insurance company; or |
☐ | A registered investment adviser. |
☐ | Investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 with total assets in excess of $5,000,000. |
☐ | Investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 that is a self-directed plan with investment decisions made solely by persons that are accredited investors. |
☐ | Investor is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered by PFDR in this offering, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act. |
☐ | An entity in which all of the equity owners are accredited investors. |
☐ | An entity, of a type not listed in Rule 501(a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000 |
☐ | A “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;. |
☐ | A “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office (as defined immediately above) and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (iii) of such definition. |
C. | AFFILIATE STATUS |
☐ | is: |
☐ | is not: |
Attention: |
Email: |
Attention: |
Email: |
Attention: |
Email: |
Attention: |
Email: |
PATHFINDER ACQUISITION CORPORATION | ||
By: | /s/ David Chung | |
Name: | David Chung | |
Title: | Chief Executive Officer |
PATHFINDER ACQUISITION LLC | ||
By: | /s/ David Chung | |
Name: | David Chung | |
Title: | Chief Executive Officer |
SERVICEMAX JV GP, LLC | ||
By: | SLP Snowflake Aggregator, L.P. | |
By: | SLP V Aggregator GP, L.L.C. | |
By: | Silver Lake Technology Associates V, L.P. | |
By: | SLTA V (GP), L.L.C. | |
By: | Silver Lake Group, L.L.C. | |
By: | /s/ Ken Hao | |
Name: | Ken Hao | |
Title: | Managing Director |
SERVICEMAX JV, LP | ||
By: | ServiceMax JV GP, LLC | |
By: | SLP Snowflake Aggregator, L.P. | |
By: | SLP V Aggregator GP, L.L.C. | |
By: | Silver Lake Technology Associates V, L.P. | |
By: | SLTA V (GP), L.L.C. | |
By: | Silver Lake Group, L.L.C. | |
By: | /s/ Ken Hao | |
Name: | Ken Hao | |
Title: | Managing Director |
SERVICEMAX, INC. | ||
By: | /s/ Ellen O’Donnell | |
Name: | Ellen O’Donnell | |
Title: | Chief Legal, Chief HR Officer |
Class/Series Securities |
Number of Shares |
|||
Common Stock |
100 |
Attention: |
Email: |
Attention: |
Email: |
Attention: |
Email: |
Attention: |
Email: |
Attention: |
Email: |
Attention: |
Email: |
PATHFINDER ACQUISITION CORPORATION | ||
By: | /s/ David Chung | |
Name: | David Chung | |
Title: | Chief Executive Officer |
PATHFINDER ACQUISITION LLC | ||
By: | /s/ David Chung | |
Name: | David Chung | |
Title: | Chief Executive Officer |
SERVICEMAX, INC. | ||
By: | /s/ Ellen O’Donnell | |
Name: | Ellen O’Donnell | |
Title: | Chief Legal Officer |
SLP SNOWFLAKE AGGREGATOR, L.P. | ||
By: | SLP V Aggregator GP, L.L.C. | |
By: | Silver Lake Technology Associates V, L.P. | |
By: | SLTA V (GP), L.L.C. | |
By: | Silver Lake Group, L.L.C. |
By: | /s/ Ken Hao | |
Name: | Ken Hao | |
Title: | Managing Director |
Class/Series of Securities |
Number of Securities |
|||
Class A Units of ServiceMax JV, LP |
46,785,714 |
SERVICEMAX, INC. |
By: | /s/ Ellen O’Donnell |
Name: | Ellen O’Donnell | |
Title: | Chief Legal Officer |
PATHFINDER ACQUISITION CORPORATION |
By: | /s/ David Chung |
Name: | David Chung | |
Title: | Chief Executive Officer |
PATHFINDER ACQUISITION LLC |
By: | /s/ David Chung |
Name: | David Chung | |
Title: | Chief Executive Officer |
INSIDERS |
By: | /s/ Richard Lawson |
Name: | Richard Lawson |
Address: | ||
Email: | ||
Spouse (if any): |
By: | |
Name: |
INSIDERS |
By: | /s/ David Chung |
Name: | David Chung |
Address: | | |
|
Email: | ||
Spouse (if any): |
By: | |
Name: |
INSIDERS |
By: | /s/ Lindsay Sharma |
Name: | Lindsay Sharma |
Address: | ||
|
Email: |
Spouse (if any): |
By: | |
Name: |
INSIDERS |
By: | /s/ Jon Steven Young |
Name: | Jon Steven Young | |
Address: | | |
|
Email: | ||
Spouse (if any): |
By: | |
Name: |
INSIDERS |
By: | /s/ Hans Swildens |
Name: Hans Swildens | ||
Spouse (if any): |
By: | |
Name: |
INSIDERS |
By: | /s/ Steve Walske |
Name: | Steve Walske |
Address: | | |
|
Spouse (if any): |
By: | |
Name: |
INSIDERS |
By: | /s/ Lance Taylor |
Name: Lance Taylor | ||
Spouse (if any): |
By: | |
Name: |
INSIDERS |
By: | /s/ Omar Johnson |
Name: Omar Johnson | ||
Spouse (if any): |
By: | |
Name: |
INSIDERS |
By: | /s/ Paul Weiskopf |
Name: Paul Weiskopf | ||
Spouse (if any): |
By: | |
Name: |
Pathfinder Person |
Number of Pathfinder Class B Shares Held |
Number of Pathfinder Class A Shares Held |
||||||
Pathfinder Acquisition LLC |
8,050,000 | 0 | ||||||
Steve Walske |
25,000 | 0 | ||||||
Omar Johnson |
25,000 | 0 | ||||||
Paul Weiskopf |
25,000 | 0 |
Pathfinder Person |
Number of Pathfinder Warrants Held |
|||
Pathfinder Acquisition LLC |
4,250,000 |
c/o Pathfinder Acquisition LLC 1950 University Avenue, Suite 350 Palo Alto, CA 94303 | ||
Attention: |
||
E-mail: |
Kirkland & Ellis LLP 55 California Street, 27th Floor San Francisco, CA 94104 | ||
Attention: |
||
Email: |
c/o ServiceMax, Inc. 4450 Rosewood Drive Pleasanton, CA, 94588 | ||
Attention: |
||
Email: |
Ropes & Gray LLP Three Embarcadero Center San Francisco, CA 94111 | ||
Attention: |
||
E-mail: |
Company: |
PATHFINDER ACQUISITION CORPORATION | |||
By: | | |||
Name: | ||||
Title: |
ServiceMax: |
SERVICEMAX, INC. | |||||||
By: | /s/ Ellen O’Donnell | |||||||
Name: Ellen O’Donnell Title: Chief Legal Officer | ||||||||
SERVICEMAX JV, LP | ||||||||
By: | ServiceMax JV GP, LLC | |||||||
By: | SLP Snowflake Aggregator, L.P. | |||||||
By: | SLP V Aggregator GP, L.L.C. | |||||||
By: | Silver Lake Technology Associates V, L.P. | |||||||
By: | SLTA V (GP), L.L.C. | |||||||
By: | Silver Lake Group, L.L.C. | |||||||
By: | /s/ Ken Hao | |||||||
Name: |
Ken Hao | |||||||
Title: |
Managing Director | |||||||
SLP SNOWFLAKE AGGREGATOR, LP | ||||||||
By: | SLP V Aggregator GP, L.L.C. | |||||||
By: | Silver Lake Technology Associates V, L.P. | |||||||
By: | SLTA V (GP), L.L.C. | |||||||
By: | Silver Lake Group, L.L.C. | |||||||
By: | /s/ Ken Hao | |||||||
Name: |
Ken Hao | |||||||
Title: |
Managing Director |
Investors: |
PATHFINDER ACQUISITION LLC | |||
By: |
/s/ David Chung | |||
Name: David Chung | ||||
Title: Chief Executive Officer | ||||
GENERAL ELECTRIC COMPANY | ||||
By: |
/s/ Anselm Wong | |||
Name: Anselm Wong | ||||
Title: Authorized Signatory | ||||
Salesforce Ventures LLC | ||||
By: |
/s/ John Somorjai | |||
Name: John Somorjai | ||||
Title: President |
Ropes & Gray LLP Three Embarcadero Center San Francisco, CA 94111 | ||
Attention: |
||
Email: |
General Electric Company, 41 Farnsworth Street, Boston, MA 02210 | ||
Attention: |
||
Email: |
Salesforce Tower 415 Mission St., FL 3 | ||
San Francisco, CA 94105 | ||
Attention: |
||
Email: |
Covington & Burling LLP Salesforce Tower, 415 Mission Street, Suite 5400 San Francisco, CA 94105 | ||
Attention: |
||
Email: |
c/o Pathfinder Acquisition LLC 1950 University Avenue, Suite 350 Palo Alto, CA 94303 | ||
Attention: |
||
E-mail: |
Kirkland & Ellis LLP 55 California Street, 27th Floor San Francisco, CA 94104 | ||
Attention: |
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, revoking any previous proxies relating to the ordinary shares of Pathfinder Acquisition Corporation (the “Company”), hereby acknowledges receipt of the Notice of Extraordinary General Meeting of the Company and accompanying Proxy Statement, dated [ ], 2021, and hereby appoints [ ] (the “Proxies”), and each of them independently, with full power of substitution, the attorneys-in-fact and proxies of the undersigned, as proxies of the undersigned to vote all of the ordinary shares of the Company (the “Company”) that the undersigned is entitled to vote (the “Shares”) at the extraordinary general meeting of shareholders of the Company to be held on [ ] at [ ] a.m., virtually at [ ], and any adjournment or postponement thereof with all the powers the undersigned would have if personally present. The undersigned acknowledges receipt of the enclosed proxy statement and revokes all prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” ALL PROPOSALS. PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. | |
(Continued and to be marked, dated and signed on reverse side) |
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Pathfinder Acquisition Corporation to be held on [ ]. |
This notice of Extraordinary General Meeting of Shareholders and accompanying Proxy Statement are available at: [ ] |
PATHFINDER ACQUISITION CORPORATION — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS. |
Please mark vote as indicated in this example |
Proposal No. 1—The Business Combination Proposal — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 2 — The Domestication Proposal — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 3 — The Charter Amendment Proposal — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Advisory Governing Documents Proposals — Existing Governing Documents ”) and the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex B (the “Proposed Certificate of Incorporation ”) and the proposed new bylaws, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Proposed Bylaws ”) of “ServiceMax, Inc.” upon the Domestication (such proposals, collectively, the “Advisory Governing Documents Proposals ”). |
||||||
Proposal No. 4 — Advisory Governing Documents Proposal A — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 5 — Advisory Governing Documents Proposal B — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 6 — Advisory Governing Documents Proposal C — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 7 — Advisory Governing Documents Proposal D — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 8 — Advisory Governing Documents Proposal E — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
Proposal No. 9 — Advisory Governing Documents Proposal F — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 10 — The NASDAQ Proposal — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 11 — The Incentive Equity Plan Proposal — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 12 — The ESPP Proposal — RESOLVED |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |||
Proposal No. 13 — The Adjournment Proposal — RESOLVED resolution, that the adjournment of the extraordinary general meeting to a later date or dates (i) to solicit additional proxies for the purpose of obtaining approval by the Pathfinder Shareholders for each of the proposals necessary to consummate transactions contemplated by the Business Combination Agreement (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Pathfinder has determined, based on the advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by the Class A ordinary shareholders prior to the extraordinary general meeting or (iv) if the holders of the Class A ordinary shares have elected to redeem a number of Class A ordinary shares as of such time that would reasonably be expected to result in the conditions required for the Closing of the Business Combination Agreement not to be satisfied; provided that, without the consent of ServiceMax, in no event shall the extraordinary general meeting of shareholders be adjourned on more than three occasions, to a date that is more than fifteen (15) business days later than the most recently adjourned meeting or to a date that is beyond the termination date of the Business Combination Agreement, at the extraordinary general meeting be approved. |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
Dated: |
, 2021 | |||
| ||||
Signature |
||||
| ||||
(Signature if held Jointly) |
||||
When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person. | ||||
The Shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR all Proposals. If any other matters properly come before the meeting, unless such authority is withheld on this proxy card, the Proxies will vote on such matters in their discretion. |
Item 20. |
Indemnification of directors and officers |
Item 21. |
Exhibits and Financial Statements Schedules |
* | Previously filed. |
** | Confidential treatment requested for the copy of the exhibit electronically filed with the SEC. |
(1) | Previously filed as an exhibit to Pathfinder Acquisition Corporation’s Current Report on Form 8-K filed on February 22, 2021. |
(2) | Previously filed as an exhibit to Pathfinder Acquisition Corporation’s Registration Statement on Form S-1, as amended (File No. 333-252498). |
(3) | Previously filed as an exhibit to Pathfinder Acquisition Corporation’s Current Report on Form 8-K filed on July 19, 2021 |
† | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
+ | Certain confidential portions of this Exhibit were omitted pursuant to Item 601(b)(10) of Regulation S-K by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) are the type that the Registrant treats as private or confidential. |
Item 22. |
Undertakings |
(a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. |
(b) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(d) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(e) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
PATHFINDER ACQUISITION CORPORATION | ||
By: | /s/ David Chung | |
Name: David Chung | ||
Title: Chief Executive Officer |
NAME |
POSITION |
DATE | ||
* |
Chairman | September 16, 2021 | ||
Richard Lawson | ||||
/s/ David Chung David Chung |
Chief Executive Officer and Director | September 16, 2021 | ||
( Principal Executive Officer |
||||
/s/ Lance Taylor |
Chief Financial Officer | September 16, 2021 | ||
Lance Taylor | (Principal Financial and Accounting Officer) |
|||
* |
Director | September 16, 2021 | ||
Lindsay Sharma | ||||
* |
Director | September 16, 2021 | ||
Hans Swildens | ||||
* |
Director | September 16, 2021 | ||
J. Steven Young | ||||
* |
Director | September 16, 2021 | ||
Omar Johnson | ||||
* |
Director | September 16, 2021 | ||
Paul Weiskopf | ||||
* |
Director | September 16, 2021 | ||
Steven Walske |
*By: |
/s/ David Chung | |
David Chung | ||
Attorney-in-Fact |