UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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Item 1.01 Entry Into A Material Definitive Agreement.
Amendment and Restatement of Working Capital Note
As previously reported, on July 15, 2021, Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), issued an unsecured promissory note (the “Working Capital Note”) to Pathfinder Acquisition LLC, a Delaware limited liability company (the “Sponsor”), providing for borrowings by Pathfinder in an aggregate principal amount of up to $500,000. On May 24, 2022, Pathfinder and the Sponsor entered into an amendment and restatement of the Working Capital Note (the “Amended and Restated Working Capital Note”) to allow for borrowings from time to time of an additional $250,000 (or up to $750,000 in the aggregate).
The Amended and Restated Working Capital Note was issued to allow for borrowings from time to time by Pathfinder for working capital expenses. The Amended and Restated Working Capital Note (i) bears no interest, (ii) is due and payable upon the earlier of (a) February 19, 2023 and (b) the purposes date that Pathfinder consummates an initial business combination and (iii) may be prepaid at any time. The Amended and Restated Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Amended and Restated Working Capital Note and all other sums payable with regard to the Amended and Restated Working Capital Note becoming immediately due and payable.
The issuance of the Amended and Restated Working Capital Note has not been registered under the Securities Act of 1933, as amended, in reliance upon the exemption provided in Section 4(a)(2) thereof.
The foregoing description of the Amended and Restated Working Capital Note is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Working Capital Note, a copy of which is included as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Amended and Restated Working Capital Note is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Amended and Restated Working Capital Note, dated as of May 24, 2022, by and between Pathfinder Acquisition LLC And Pathfinder Acquisition Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 31, 2022
| PATHFINDER ACQUISITION CORPORATION | ||
| By: | /s/ David Chung | |
| Name: | David Chung | |
| Title: | Chief Executive Officer | |
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