0001213900-21-009918.txt : 20210217 0001213900-21-009918.hdr.sgml : 20210217 20210217064644 ACCESSION NUMBER: 0001213900-21-009918 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210216 FILED AS OF DATE: 20210217 DATE AS OF CHANGE: 20210217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taylor Lance CENTRAL INDEX KEY: 0001843229 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40074 FILM NUMBER: 21642600 MAIL ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94303 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pathfinder Acquisition Corp CENTRAL INDEX KEY: 0001839132 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 650-321-4910 MAIL ADDRESS: STREET 1: 1950 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94303 FORMER COMPANY: FORMER CONFORMED NAME: Arrowhead Growth Acquisition Corp DATE OF NAME CHANGE: 20210105 3 1 ownership.xml OWNERSHIP DOCUMENT X0206 3 2021-02-16 0 0001839132 Pathfinder Acquisition Corp PFDR 0001843229 Taylor Lance C/O PATHFINDER ACQUISITION CORPORATION 1950 UNIVERSITY AVENUE, SUITE 350 PALO ALTO CA 94303 0 1 1 0 Chief Financial Officer Class B ordinary shares Class A ordinary shares 8550000 I By Pathfinder Acquisition LLC As described in the issuer's registration statement on Form S-1 (File No. 333-252498) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Class B ordinary shares indirectly owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. The Class B ordinary shares are owned directly by Pathfinder Acquisition LLC, a Delaware limited liability company (the "Sponsor"). The board of managers of the Sponsor exercises voting and dispositive power over all securities held by the Sponsor. HGGC Pathfinder Holdings I, LLC ("HGGC Holdings") has the power to appoint three members to the board of managers of the Sponsor. Arrowhead Holdings, LLC has the power to appoint a member to the board of managers of the Sponsor. Industry Ventures Tech Buyout Fund, LP has the power to appoint two members to the board of managers of the Sponsor. (continued from footnote 3) The Reporting Person has been appointed to the board of managers of the Sponsor by HGGC Holdings. Accordingly, the Reporting Person may be deemed to share dispositive power over the securities held by the Sponsor, and thus, may be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of any securities held by the Sponsor except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Exhibit List: Exhibit 24 - Power of Attorney /s/ David Chung, as attorney-in-fact for Lance Taylor 2021-02-17 EX-24 2 ea135696ex24_pathfinderacq.htm POWER OF ATTORNEY

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of David Chung and Lindsay Sharma, or either of them acting individually, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

(2)execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;

 

(3)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(4)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein at a later date.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February, 2021.

 

  /s/ Lance Taylor
  Lance Taylor