PFDRU / Pathfinder Acquisition Corp - Units (1 Ord Share Class A & 1/5 War) - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40074 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in i

As filed with the Securities and Exchange Commission on January 24, 2024

As filed with the Securities and Exchange Commission on January 24, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 23, 2024

As filed with the Securities and Exchange Commission on December 23, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q ☐Form 10-D ☐Form N-CEN ☐Form N-CSR For Period Ended: September 30, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 MOVELLA HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q ☐Form 10-D ☐Form N-CEN ☐Form N-CSR For Period Ended: June 30, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

LIMITED WAIVER NO. 2 TO NOTE PURCHASE AGREEMENT

Exhibit 10.1 Execution Copy LIMITED WAIVER NO. 2 TO NOTE PURCHASE AGREEMENT This LIMITED WAIVER NO. 2 TO NOTE PURCHASE AGREEMENT (this “Waiver”) is entered into as of July 23, 2024, among MOVELLA INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchas

LIMITED WAIVER NO. 2 TO NOTE PURCHASE AGREEMENT

Exhibit 10.1 Execution Copy LIMITED WAIVER NO. 2 TO NOTE PURCHASE AGREEMENT This LIMITED WAIVER NO. 2 TO NOTE PURCHASE AGREEMENT (this “Waiver”) is entered into as of July 23, 2024, among MOVELLA INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchas

As filed with the Securities and Exchange Commission on July 26, 2024

As filed with the Securities and Exchange Commission on July 26, 2024 Registration No.

As filed with the Securities and Exchange Commission on July 26, 2024

As filed with the Securities and Exchange Commission on July 26, 2024 Registration No.

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 16 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospect

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fil

Waiver of Shareholder Rights Agreement July 3, 2024

Exhibit 10.1 Waiver of Shareholder Rights Agreement July 3, 2024 Re: Waiver of Shareholder Rights Agreement Ladies and Gentlemen: Reference is hereby made to that certain Shareholder Rights Agreement (the “Shareholder Rights Agreement”), dated as of October 3, 2022, by and among Movella Holdings Inc. f/k/a Pathfinder Acquisition Corporation (the “Company”), Pathfinder Acquisition, LLC, FP Credit P

Waiver of Shareholder Rights Agreement July 3, 2024

Exhibit 10.1 Waiver of Shareholder Rights Agreement July 3, 2024 Re: Waiver of Shareholder Rights Agreement Ladies and Gentlemen: Reference is hereby made to that certain Shareholder Rights Agreement (the “Shareholder Rights Agreement”), dated as of October 3, 2022, by and among Movella Holdings Inc. f/k/a Pathfinder Acquisition Corporation (the “Company”), Pathfinder Acquisition, LLC, FP Credit P

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospect

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospect

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fil

[Signature Page Follows]

Exhibit 10.1 June 10, 2024 Eric C. Salzman 6 Sycamore Drive Port Washington, NY 11050 Re: Movella, Inc. Offer for Employment Dear Eric: On behalf of the Board of Directors (the “Board”) of Movella, Inc., a Delaware corporation (the “Company”), I am very pleased to offer you continued employment as Chief Executive Officer of the Company. The terms of the offer to you are as follows: 1.Position. Beg

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospect

[Signature Page Follows]

Exhibit 10.1 June 10, 2024 Eric C. Salzman 6 Sycamore Drive Port Washington, NY 11050 Re: Movella, Inc. Offer for Employment Dear Eric: On behalf of the Board of Directors (the “Board”) of Movella, Inc., a Delaware corporation (the “Company”), I am very pleased to offer you continued employment as Chief Executive Officer of the Company. The terms of the offer to you are as follows: 1.Position. Beg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q ☐Form 10-D ☐Form N-CEN ☐Form N-CSR For Period Ended: March 31, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Movella Announces Listing on OTC Pink Market

Exhibit 99.1 Movella Announces Listing on OTC Pink Market HENDERSON, Nevada, April 9, 2024 (GLOBE NEWSWIRE) – Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, today announced that its shares of common stock and warrants commenced trading on the Pink Market platform operated

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fil

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospect

Movella Announces Listing on OTC Pink Market

Exhibit 99.1 Movella Announces Listing on OTC Pink Market HENDERSON, Nevada, April 9, 2024 (GLOBE NEWSWIRE) – Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, today announced that its shares of common stock and warrants commenced trading on the Pink Market platform operated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 MOVELLA HOLDINGS IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fil

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number (Exact name of Issuer as spec

movellaform254893-5367x2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Letter to Stockholders Delivered by Movella Holdings Inc.

Exhibit 99.1 Letter to Stockholders Delivered by Movella Holdings Inc. April 1, 2024 Dear Stockholders, Since Movella's merger with Pathfinder Acquisition Corp in February 2023, the Company has faced a number of macroeconomic, geopolitical, and business challenges. These include the Hollywood labor strikes, global supply chain inflationary pressures, a deteriorating Chinese economy, the war in Ukr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒Form 10-K ☐Form 20-F ☐Form 11-K ☐Form 10-Q ☐Form 10-D ☐Form N-CEN ☐Form N-CSR For Period Ended: December 31, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Letter to Stockholders Delivered by Movella Holdings Inc.

Exhibit 99.1 Letter to Stockholders Delivered by Movella Holdings Inc. April 1, 2024 Dear Stockholders, Since Movella's merger with Pathfinder Acquisition Corp in February 2023, the Company has faced a number of macroeconomic, geopolitical, and business challenges. These include the Hollywood labor strikes, global supply chain inflationary pressures, a deteriorating Chinese economy, the war in Ukr

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospect

Movella Files Form 25 to Voluntarily Delist its Securities from The Nasdaq Stock Market LLC

Exhibit 99.1 Movella Files Form 25 to Voluntarily Delist its Securities from The Nasdaq Stock Market LLC HENDERSON, Nevada, April 1, 2024 (GLOBE NEWSWIRE) – Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that it filed a Form 25 with the Securities and Exch

Movella Files Form 25 to Voluntarily Delist its Securities from The Nasdaq Stock Market LLC

Exhibit 99.1 Movella Files Form 25 to Voluntarily Delist its Securities from The Nasdaq Stock Market LLC HENDERSON, Nevada, April 1, 2024 (GLOBE NEWSWIRE) – Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that it filed a Form 25 with the Securities and Exch

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fil

Movella Announces Nasdaq’s Planned Suspension of Trading of Securities

Exhibit 99.1 Movella Announces Nasdaq’s Planned Suspension of Trading of Securities HENDERSON, Nev., March 26, 2024 (GLOBE NEWSWIRE) – Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that it was notified by the Nasdaq Stock Market LLC (“Nasdaq”) of the timi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 MOVELLA HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fi

Movella Announces Nasdaq’s Planned Suspension of Trading of Securities

Exhibit 99.1 Movella Announces Nasdaq’s Planned Suspension of Trading of Securities HENDERSON, Nev., March 26, 2024 (GLOBE NEWSWIRE) – Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that it was notified by the Nasdaq Stock Market LLC (“Nasdaq”) of the timi

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospect

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fi

Movella Announces Appointment of Marcum LLP as New Independent Registered Public Accounting Firm

Exhibit 99.1 Movella Announces Appointment of Marcum LLP as New Independent Registered Public Accounting Firm HENDERSON, Nev., March 21, 2024 (GLOBE NEWSWIRE) – Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today the appointment of Marcum LLP (“Marcum”) as its

Movella Announces Appointment of Marcum LLP as New Independent Registered Public Accounting Firm

Exhibit 99.1 Movella Announces Appointment of Marcum LLP as New Independent Registered Public Accounting Firm HENDERSON, Nev., March 21, 2024 (GLOBE NEWSWIRE) – Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today the appointment of Marcum LLP (“Marcum”) as its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 MOVELLA HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fi

Movella Announces Voluntary Delisting from Nasdaq Global Market

Exhibit 99.1 Movella Announces Voluntary Delisting from Nasdaq Global Market HENDERSON, Nev., March 20, 2024 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to vo

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

Movella Announces Voluntary Delisting from Nasdaq Global Market

Exhibit 99.1 Movella Announces Voluntary Delisting from Nasdaq Global Market HENDERSON, Nev., March 20, 2024 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or the “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to vo

US62459N1054 / MOVELLA HOLDINGS INC / Falcon Edge Capital, LP Passive Investment

SC 13G 1 alphawave-pfdr123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Movella Holdings Inc. (Name of Issuer) Common stock, $.00001 par value per share (Title of Class of Securities) 62459N105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

PFDR / Pathfinder Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 pfdr20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Movella Holdings Inc. (formerly known as PATHFINDER ACQUISITION CORPORATION) (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G04119106 (CUSIP Number) December 31, 2023 (Date of Event Which R

US62459N1054 / MOVELLA HOLDINGS INC / Pathfinder Acquisition LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Movella Holdings Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 62459N 105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Des

333 W San Carlos Suite 700 San Jose, CA 95110 T +1 408 572 4440 F +1 408 572 4441 www.rsmus.com January 30, 2024 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Movella Holdings Inc.’s statements included under I

333 W San Carlos Suite 700 San Jose, CA 95110 T +1 408 572 4440 F +1 408 572 4441 www.rsmus.com January 30, 2024 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Movella Holdings Inc.’s statements included under Item 4.01(a) of its Form 8-K filed on January 30, 2024 and we agree with such statements concerning our firm.

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

333 W San Carlos Suite 700 San Jose, CA 95110 T +1 408 572 4440 F +1 408 572 4441 www.rsmus.com January 30, 2024 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Movella Holdings Inc.’s statements included under I

333 W San Carlos Suite 700 San Jose, CA 95110 T +1 408 572 4440 F +1 408 572 4441 www.rsmus.com January 30, 2024 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Movella Holdings Inc.’s statements included under Item 4.01(a) of its Form 8-K filed on January 30, 2024 and we agree with such statements concerning our firm.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

Signature Page Follows

Exhibit 10.1 Confidential Separation Agreement This Confidential Separation Agreement (“Agreement”) is made by and between Ben Alexander Lee, an individual (the “Executive”), and Movella, Inc. (the “Company”) (individually each a “Party” and collectively the “Parties”), effective at the end of the seventh calendar day after the date a signed copy of this Agreement is delivered to the Company by th

Signature Page Follows

Exhibit 10.1 Confidential Separation Agreement This Confidential Separation Agreement (“Agreement”) is made by and between Ben Alexander Lee, an individual (the “Executive”), and Movella, Inc. (the “Company”) (individually each a “Party” and collectively the “Parties”), effective at the end of the seventh calendar day after the date a signed copy of this Agreement is delivered to the Company by th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 Movella Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 MOVELLA HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

December 19, 2023

Exhibit 10.2 December 19, 2023 Eric C. Salzman Re: Movella, Inc. Offer for Employment Dear Eric: On behalf of the Board of Directors (the “Board”) of Movella, Inc., a Delaware corporation (the “Company”), I am very pleased to offer you employment as Interim Chief Executive Officer of the Company. The terms of the offer to you are as follows: 1. Position. Beginning on January 1, 2024, you will comm

LIMITED WAIVER TO NOTE PURCHASE AGREEMENT

Exhibit 10.1 Execution Copy LIMITED WAIVER TO NOTE PURCHASE AGREEMENT This LIMITED WAIVER TO NOTE PURCHASE AGREEMENT (this “Waiver”) is entered into as of December 19, 2023, among MOVELLA INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchasers (in

LIMITED WAIVER TO NOTE PURCHASE AGREEMENT

Exhibit 10.1 Execution Copy LIMITED WAIVER TO NOTE PURCHASE AGREEMENT This LIMITED WAIVER TO NOTE PURCHASE AGREEMENT (this “Waiver”) is entered into as of December 19, 2023, among MOVELLA INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchasers (in

Movella Holdings Inc. Announces Leadership Transition

Exhibit 99.1 Movella Holdings Inc. Announces Leadership Transition HENDERSON, Nev., Dec. 20, 2023 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that Ben A. Lee, President and Chief Executive Officer (“CEO”), will be departing the Company to

Movella Holdings Inc. Announces Leadership Transition

Exhibit 99.1 Movella Holdings Inc. Announces Leadership Transition HENDERSON, Nev., Dec. 20, 2023 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella” or “Company”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that Ben A. Lee, President and Chief Executive Officer (“CEO”), will be departing the Company to

December 19, 2023

Exhibit 10.2 December 19, 2023 Eric C. Salzman Re: Movella, Inc. Offer for Employment Dear Eric: On behalf of the Board of Directors (the “Board”) of Movella, Inc., a Delaware corporation (the “Company”), I am very pleased to offer you employment as Interim Chief Executive Officer of the Company. The terms of the offer to you are as follows: 1. Position. Beginning on January 1, 2024, you will comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 MOVELLA HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

Movella Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing

Exhibit 99.1 Movella Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing HENDERSON, Nev., Nov. 16, 2023 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announces today that it received a notice (the “Notice”) from the Listing Qualifications Staff of th

Movella Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing

Exhibit 99.1 Movella Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing HENDERSON, Nev., Nov. 16, 2023 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announces today that it received a notice (the “Notice”) from the Listing Qualifications Staff of th

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2023 MOVELLA HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q ☐Form 10-D ☐Form N-CEN ☐Form N-CSR For Period Ended: September 30, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Movella Announces Delayed 10-Q Filing

Exhibit 99.1 Movella Announces Delayed 10-Q Filing HENDERSON, Nev., Nov. 14, 2023 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that it will not file its quarterly report on Form 10-Q for the three months ended September 30, 2023 (the “10-Q”) within the

Movella Announces Delayed 10-Q Filing

Exhibit 99.1 Movella Announces Delayed 10-Q Filing HENDERSON, Nev., Nov. 14, 2023 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced today that it will not file its quarterly report on Form 10-Q for the three months ended September 30, 2023 (the “10-Q”) within the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2023 MOVELLA HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) ——————————————————————————————————————— This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectu

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission F

Movella Realigns Workforce to Better Navigate Challenging Market Conditions

Exhibit 99.1 Movella Realigns Workforce to Better Navigate Challenging Market Conditions HENDERSON, Nev., September 5, 2023 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced that due to market conditions, on August 31, 2023, the Company reduced its number of empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 MOVELLA HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission F

Movella Realigns Workforce to Better Navigate Challenging Market Conditions

Exhibit 99.1 Movella Realigns Workforce to Better Navigate Challenging Market Conditions HENDERSON, Nev., September 5, 2023 (GLOBE NEWSWIRE) - Movella Holdings Inc. (NASDAQ: MVLA) (“Movella”), a leading full-stack provider of sensors, software, and analytics that enable the digitization of movement, announced that due to market conditions, on August 31, 2023, the Company reduced its number of empl

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 MOVELLA HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission F

Investor Presentation Q3 2023 Disclaimer This information contained in this presentation is confidential information regarding Movella Holdings Inc (“Movella” or the “Company” ). Such information is being provided on a strictly confidential basis and

movellainvestorpresentat Investor Presentation Q3 2023 Disclaimer This information contained in this presentation is confidential information regarding Movella Holdings Inc (“Movella” or the “Company” ).

Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options)

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 31, 2023) Movella Holdings Inc. Up to 23,523,776 shares of common stock (including shares of common stock issuable upon the exercise of warrants and options) This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectus”), which forms a par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 MOVELLA HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fi

MOVELLA HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (unaudited) (unaudited) Revenues Product $ 6,550 $ 7,064 $ 14,209 $

Exhibit 99.1 FOR IMMEDIATE RELEASE Movella Reports Second Quarter 2023 Financial Results •Launched OBSKUR in Epic Games Store: the first all-in-one broadcasting application for livestreams •Began shipping the OBSKUR Mocap Box, powered by Xsens, for motion-enabled avatars •Extended leadership in automotive workplace ergonomics with BMW and partnership with Toyota HENDERSON, Nevada, August 9, 2023 -

Investor Presentation Q2 2023 Disclaimer This information contained in this presentation is confidential information regarding Movella Holdings Inc (“Movella” or the “Company” ). Such information is being provided on a strictly confidential basis and

movellainvestorpresentat Investor Presentation Q2 2023 Disclaimer This information contained in this presentation is confidential information regarding Movella Holdings Inc (“Movella” or the “Company” ).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 MOVELLA HOLDINGS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission File

Movella Holdings Inc. Up to 23,523,776 shares of common stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271458 PROSPECTUS Movella Holdings Inc. Up to 23,523,776 shares of common stock This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus or their permitted transferees of up to 23,523,776 shares of our common stock, $0.00001 par value per share (the “common stoc

MOVELLA HOLDINGS INC. 3535 Executive Terminal Drive, Suite 110 Henderson, Nevada 89052 May 26, 2023

MOVELLA HOLDINGS INC. 3535 Executive Terminal Drive, Suite 110 Henderson, Nevada 89052 May 26, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Movella Holdings Inc. - Registration Statement – Form S-1 File No. 333-271458 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Movella Ho

As filed with the Securities and Exchange Commission on May 19 , 2023 Registration No. 333-271458 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FOR M S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on May 19 , 2023 Registration No.

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CORRESP Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street | Palo Alto, CA 94304-1115 | tel 650.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 MOVELLA HOLDINGS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 MOVELLA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission File

MOVELLA HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) Three Months Ended March 31, 2023 2022 (unaudited) Revenues Product $ 7,659 $ 8,100 Service 1,508 1,408 Total revenues 9,167 9,508 Cost of rev

Exhibit 99.1 FOR IMMEDIATE RELEASE Movella Reports First Quarter 2023 Financial Results •Q1 revenue totaled $9.2 million, Q1 GAAP gross margin was a record 61%, an improvement of approximately 1000 basis points year-over-year •Introduced MTi-320 high-performance Active Heading Tracker (AHT) for robotics and autonomous vehicle applications •Strong response to the new OBSKURTM platform resulting in

As filed with the Securities and Exchange Commission on May 2, 2023

S-8 As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

Filing Fee Table.

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Securities To Be Registered Amount To Be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Movella Holdings Inc.

As filed with the Securities and Exchange Commission on April 2 6 , 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Movella Holdings I

Table of Contents As filed with the Securities and Exchange Commission on April 2 6 , 2023 Registration No.

Form 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2023 Movella Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorp

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Amendment No. 1. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to F

Movella Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 1 Consolidated Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 6 Consolidated Statements of Compr

EX-99.1 Exhibit 99.1 Movella Inc. Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm As of and for the years ended December 31, 2022 and 2021 Movella Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 1 Consolidated Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 Movella Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 Movella Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fi

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40074 MOVELLA HOLDINGS

MOVELLA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EX-99.2 Exhibit 99.2 MOVELLA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes and our pro forma financial statements and related notes that are included as exhibits 99.1 and 99.3, resp

Description of Movella securities.

EX-4.6 Exhibit 4.6 DESCRIPTION OF SECURITIES As used below, the terms the “Company,” “we,” “us,” and “our” refer to Movella Holdings Inc., as issuer of the securities described below registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The following description of our common stock is based upon our Certificate of Incorporation, effective as of February 10, 2023 (“C

MOVELLA HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) As of December 31, 2022 2021 Current assets Cash and cash equivalents $ 14,334 $ 11,166 Accounts receivable, net of allowance for doubtful accounts of $

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Movella Reports Fourth Quarter and Full Year 2022 Financial Results • Achieved record quarterly revenue of $12.1 million in the fourth quarter • $60.3 million net proceeds from our Nasdaq listing in February 2023 expected to provide runway to expand sales & marketing, develop new products, and execute operations for future growth • Announced early access

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2023 Movella Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2023 Movella Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission Fi

US62459N1054 / MOVELLA HOLDINGS INC / FP CREDIT PARTNERS II, L.P. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 MOVELLA HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 62459N 105 (CUSIP Number) February 10, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to

JOINT FILING AGREEMENT

EX-99.1 CUSIP No. 62459N105 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall b

MVLA / Movella Holdings Inc - Class A / TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Movella Holdings Inc. (Name of Issuer) Common Stock, $0.00001 Par Value Per Share (Title of Class of Securities) 62459N105 (CUSIP Number) February 10, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

MVLA / Movella Holdings Inc - Class A / GIC Private Ltd - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * MOVELLA HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 62459N 105 (CUSIP Number) February 10, 2023 (Date of the Event Which Requires Filing of this Statement) Check the appropriate box to d

Agreement of Joint Filing

EX-99.1 2 d189798dex991.htm EX-99.1 EXHIBIT 1 Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Movella Holdings Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Date: February 17, 2023. Kleiner Perkins Caufield & Byers XIII,

MVLA / Movella Holdings Inc - Class A / KLEINER PERKINS CAUFIELD & BYERS XIII, LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Movella Holdings Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 62459N105 (CUSIP Number) Jesse Kin

Joint Filing Agreement

EX-99.A 2 d461460dex99a.htm EX-99.A SCHEDULE 13G CUSIP No. 62459N 105 Page 9 of 9 Pages EXHIBIT A Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with

PFDR / Pathfinder Acquisition Corporation Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 pfdr20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pathfinder Acquisition Corporation (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G04119106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app

Form of Indemnification Agreement between Movella Holdings Inc. and its officers and directors (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Movella Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided wit

Amended and Restated Bylaws of Movella Holdings Inc. (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

EX-3.2 3 d642454dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MOVELLA HOLDINGS INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting. 1 2.3 Advance Notice of Business to be Brought before a Meeting. 1 2.4 Advance Notice of Nominations for Electi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 MOVELLA HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40074 98-1575384 (State or Other Jurisdiction of Incorporation) (Commission Fil

Voting Agreement, dated as of February 10, 2023, by and among Movella Holdings Inc., Pathfinder Acquisition LLC, Movella Inc. and the parties listed on the signature pages thereto (incorporated by reference from Exhibit 10.25 to the registrant’s Current Report on Form 8-K filed on February 13, 2023)

Exhibit 10.25 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of February 10, 2023, is entered into by and among Movella Holdings Inc., a Delaware corporation (the “Company”), Movella Inc., a Delaware corporation (“Movella”), and FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles (the “Initial Stockholder” a

Movella Holdings Inc. Non-Employee Director Compensation Policy (incorporated by reference from Exhibit 10.17 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 10.17 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY OF THE BOARD OF DIRECTORS OF MOVELLA HOLDINGS INC. Non-employee members of the board of directors (the “Board”) of Movella Holdings Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (“Policy”). This Policy will be effective upon the closing of the busi

Agreement, dated October 10, 2020, by and between Drienerlo Exploitatie B.V. and Xsens Holdings B.V.

Exhibit 10.13 [LOGO DRIENERLO EXPLOITATIE] LEASE OF OFFICE ACCOMMODATION and other business space as referred to in section 7:230a Dutch Civil Code Model by the ROZ (ROZ Real Estate Council of the Netherlands) adopted on 30 January, 2015. Reference to this model and the use thereof is exclusively allowed if the filled-in, added or alternative text is clearly recognizable as such. Additions and cha

Employment Agreement, dated as of November 14, 2012, by and between mCube, Inc. and Ben Alexander Lee (incorporated by reference from Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on February 13, 2023)

Exhibit 10.6 ** mCube Confidential ** November 14, 2012 Ben Alexander Lee Re: mCube, Inc. Offer for Employment Dear Ben: On behalf of the Board of Directors (the “Board”) of Mcube, Inc., a Delaware corporation (the “Company”), I am very pleased to offer you employment as Chief Executive Officer of the Company. The terms of our offer to you are as follows: 1. Position. Beginning on January 7, 2013,

2019 Equity Incentive Plan and Form of Stock Option Agreement thereunder (incorporated by reference from Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on February 13, 2023

Exhibit 10.4 MCUBE, INC. 2019 EQUITY INCENTIVE PLAN As Adopted on July 25, 2019 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance

License Agreement, dated as of June 8, 2020, by and among Nexus Way, Camana Bay, mCube, Inc., mCube HK, and MEMSIC Semiconductor (Tianjin) Co. Ltd., MEMSIC Semiconduction (HK) Co., Ltd., and Total Force Limited.

Exhibit 10.11 LICENSE AGREEMENT This LICENSE AGREEMENT (this “Agreement”) is made effective as of June 8, 2020 (the “Signing Date”) by and between Mcube International Limited, a Cayman Island corporation with offices at ( ) (“MIL”), MCube, Inc., a Delaware corporation with offices at ( ) (“MCI”), and Mcube Hong Kong Limited, a Hong Kong registered company with offices at ( ) (“MCHK”) (collectively

Lease Agreement, dated October 11, 2021, by and between Incubator Space LLC and New Incubator Space LLC Member of Cobot Rental Platform.

Exhibit 10.12 Your Account Log out Dashboard Bookings Community Events Help Desk Membership Select Language © 2021 Incubator Space Billing Details Edit Movella Inc [ ] 2570 N. First Street, Suite 300 San Jose, CA 95131 Phone: Billing email: Manage Membership Plan Change Office G - Private 221 sqft Double Window Office - 1st Floor 1,500 USD / month This plan renews automatically. Base Price 1,500.0

Lease Extension and Amending Agreement, dated April 28, 2022, by and among PSS Investments I, Inc., TPP Investments I, Inc., The Canada Life Assurance Company, and Kinduct Technologies, Inc.

Exhibit 10.15 LEASE EXTENSION AND AMENDING AGREEMENT PSS INVESTMENTS I INC., TN’ INVESTMENTS I INC., and THE CANADA LIFE ASSURANCE COMPANY as Landlord - and – KINDUCT TECHNOLOGIES INC. as Tenant \ BUILDING: Tower 11 - 1969 Upper Water Street Halifax, Nova Scotia PREMISES: Suite 1201, 12th Floor DATE: April 28, 2022 Initial Landlord Initial Tenant THIS LEASE EXTENSION AND AMENDING AGREEMENT dated A

Form of Assignment and Assumption Agreement (incorporated by reference from Exhibit 10.24 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 10.24 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this “Assignment and Assumption Agreement”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein have the me

Letter from WithumSmith+Brown, PC as to the change in certifying accountant, dated February 10, 2023 (incorporated by reference from Exhibit 16.1 to the registrant’s Current Report on Form 8-K filed on February 13, 2023)

EX-16.1 27 d642454dex161.htm EX-16.1 Exhibit 16.1 February 10, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read Movella Holdings Inc.’s (formerly known as Pathfinder Acquisition Corp.) statements included under Item 4.01 of its Form 8-K dated February 10, 2023. We agree with the statements concerning our

Form of Specimen Common Stock Certificate of Movella Holdings Inc. (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 4.1 SPECIMEN COMMON STOCK CERTIFICATE NUMBER SHARES MOVELLA HOLDINGS INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE COMMON STOCK PAR VALUE $0.0001 PER SHARE OF MOVELLA HOLDINGS INC. (THE “COMPANY”) subject to the Company’s certificate of incorporation, as the same may

Employment Agreement, dated as of January 19, 2018, by and between Xsens Holding B.V. and Boele de Bie (incorporated by reference from Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 10.8 EMPLOYMENT CONTRACT PARTIES The undersigned: Xsens Holding B.V., with its registered place of business 7521 PR, Pantheon 6a + 8a, in Enschede, hereinafter “the Company”; and Boele de Bie, hereinafter “the Director”; The Company and the Director together hereinafter also referred to as “Parties” and each of them a “Party”, WHEREAS: A. The Director has officially been appointed as Manag

Description of Securities (incorporated by reference from Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 4.4 DESCRIPTION OF SECURITIES Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As used below, the terms the “Company,” “we,” “us,” and “our” refer to Movella Holdings Inc., as issuer of the securities described below registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The following description of our common stock is based upon our C

MOVELLA ANNOUNCES CLOSING OF BUSINESS COMBINATION WITH PATHFINDER ACQUISITION CORP.

Exhibit 99.1 MOVELLA ANNOUNCES CLOSING OF BUSINESS COMBINATION WITH PATHFINDER ACQUISITION CORP. HENDERSON, NV – February 10, 2023— Movella Holdings Inc. (“Movella”), a global leader in the digitization of movement, announced today the completion of its previously announced business combination (the “Business Combination”) with Pathfinder Acquisition Corp. (Nasdaq: PFDR) (“Pathfinder”), a special

Movella Holdings Inc. 2022 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 13, 2023)

Exhibit 10.3 MOVELLA HOLDINGS INC. 2022 EMPLOYEE STOCK PURCHASE PLAN (Adopted by the Board of Directors on October 3, 2022) (Approved by the Stockholders on February 8, 2023) Effective Date: February 10, 2023 TABLE OF CONTENTS Page SECTION 1. PURPOSE OF THE PLAN 1 SECTION 2. DEFINITIONS 1 SECTION 3. ADMINISTRATION OF THE PLAN 4 (a)   Administrative Powers and Responsibilities 4 (b)   International

Employment Agreement, dated as of October 4, 2021, by and between mCube, Inc. and Stephen Smith (incorporated by reference from Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on February 13, 2023)

Exhibit 10.7 September 9, 2021 Stephen Smith Delivered electronically Dear Steve: I am very pleased to present this offer of employment with mCube, Inc. and to briefly describe the terms of your proposed employment: Title: Chief Financial Officer [CFO] Reporting to: Ben Lee CEO Start date: Monday, October 4, 2021 Initial Compensation: $270,000.00 annually paid semi-monthly in accordance with the C

2009 Equity Incentive Plan and Form of Stock Option Agreement thereunder (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 10.5 MCUBE, INC. 2009 EQUITY INCENTIVE PLAN As Adopted on August 28, 2009 As Amended on July 8, 2010, March 16, 2011, October 31, 2011, February 4, 2013, June 5, 2014, September 10, 2015, January 25, 2018 and April 25, 2019 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important t

Supply Agreement, dated June 16, 2015, by and between Xsens Technologies B.V. and Neways Advanced Applications B.V. (incorporated by reference from Exhibit 10.21 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 10.21 SUPPLY AGREEMENT XSENS / NEWAYS Supply Agreement Between XSENS referred to as “CUSTOMER” hereinafter represented by Xsens Technologies B.V. Pantheon 6a 7521 PR Enschede The Netherlands and Neways referred to as “SUPPLIER” hereinafter represented by Neways Advanced Applications B.V. Science Park Eindhoven 5004 5692 EA Son The Netherlands SUPPLY AGREEMENT XSENS / NEWAYS CONTENTS: Pream

Side Letter to Employment Agreement, dated as of January 18, 2018, by and between Xsens Holding B.V. and Boele de Bie (incorporated by reference from Exhibit 10.9 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 10.9 Boele de Bie Enschede, January 18, 2018 Subject: side letter in addition to the employment contract Dear Boele, Welcome at Xsens! It is our pleasure to offer you this employment contract. Next to the conditions stated in your employment contract, we agreed to the following: Bonus schedule The Director shall receive an On Target Earnings (OTE) bonus of 30% of the gross salary based on

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2023 Movella Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40074 98-1575384 (State or other jurisdiction of incorporation) (Commission

Lease Agreement, dated March 21, 2017, by and among PSS Investments I, Inc., TPP Investments I, Inc., The Great-West Life Assurances Company, London Life Insurance Company, and Kinduct Technologies, Inc.

Exhibit 10.14 NET LEASE PSS INVESTMENTS I INC., TPP INVESTMENTS I INC., TH£ GREAT-WEST LIFE ASSURANCE COMPANY and LONDON LITE INSURANCE COMPANY as Landlord AND KINDUCT TECHNOLOGIES INC. As Tenant BUILDING: Tower II – 1969 Upper Water Street Halifax, Nova Scotia PREMISES: Suite 1201 TERM: 5 Years DATE OF LEASE: March 21, 2017 SUMMARY OF BASIC TERMS 1. Landlord PSS INVESTMENTS 1 INC., TPP INVESTMENT

Certificate of Incorporation of Movella Holdings Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MOVELLA HOLDINGS INC. a Delaware corporation ARTICLE I The name of the corporation is Movella Holdings Inc. (the “Corporation”). ARTICLE II The registered agent and the address of the registered offices in the State of Delaware are: The Corporation Trust Company c/o Corporation Trust Center 1209 Orange Street Wilmington, New Castle County, Delaware 19801

Movella Holdings Inc. Announces Cancellation of Shareholder Meeting

Exhibit 99.1 Movella Holdings Inc. Announces Cancellation of Shareholder Meeting HENDERSON, NV – February 13, 2023 – Movella Holdings Inc. (NASDAQ:MVLA) (formerly known as Pathfinder Acquisition Corporation) (the “Company”), a global leader in the digitization of movement, today announced, due to the completion of the previously announced business combination on February 10, 2023, its decision to

Form of Specimen Warrant Certificate of Movella Holdings Inc. (incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 4.2 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Movella Holdings Inc. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the

Subsidiaries of the registrant (incorporated by reference from Exhibit 21.1 to the registrant’s Current Report on Form 8-K on February 13, 2023)

Exhibit 21.1 Movella Holdings Inc. List of Subsidiaries The following are significant subsidiaries of Movella Holdings Inc. as of February 10, 2023 and the jurisdictions in which they are organized. Movella Holdings Inc. owns, directly or indirectly, at least 99% of the voting securities of the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered

Subscription Agreement, dated as of January 9, 2023, by and among Pathfinder Acquisition Corporation, FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P (incorporated by reference from Exhibit 10.26 to the registrant’s Current Report on Form 8-K filed on February 13, 2023)

Exhibit 10.26 SUBSCRIPTION AGREEMENT January 9, 2023 Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, CA 94303 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated w

Movella Holdings Inc. 2022 Stock Incentive Plan and the Forms of Stock Option Agreement, Restricted Stock Unit Agreement and Restricted Stock Agreement thereunder (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 13, 2023)

Exhibit 10.2 MOVELLA HOLDINGS INC. 2022 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on October 3, 2022) (Approved by the Stockholders on February 8, 2023) Effective Date: February 10, 2023 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. DEFINITIONS 1 SECTION 3. ADMINISTRATION 7 (a)   Committee Composition 7 (b)   Committee Appointment 7 (c)   Committee Responsi

Equity Joint Venture Contract for M3C Co., Ltd. (“M3C”), dated as of October 26, 2018, by and between mCube HK and Qingdao Microelectronics Innovation Center Co., Ltd. (incorporated by reference from Exhibit 10.10 to the registrant’s Current Report on Form 8-K filed on February 13, 2023).

Exhibit 10.10 Equity Joint Venture Contract for M3C Co., Ltd. between Qingdao Microelectronics Innovation Center Co., Ltd. and mCube Hong Kong Limited October 26, 2018 Table of Contents Article Page 1 Interpretation 4 2 Parties 8 3 Representations and Warranties 8 4 Establishment 9 5 Purpose and Business Scope 10 6 Total Investment and Registered Capital 10 7 Transfer of Equity Interest 13 8 Withd

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 PATHFINDER ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40074 98-1575384 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 PATHFINDER ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 PATHFINDER ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40074 98-1575384 (State or Other Jurisdiction of Incorporatio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 PATHFINDER ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40074 98-1575384 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 PATHFINDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 PATHFINDER ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40074 98-1575384 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

1

425 1 d452359d425.htm 425 Filed by Pathfinder Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pathfinder Acquisition Corporation Commission File No. 001-40074 Date: January 30, 2023 The below presentation was used by Movella, Inc. (“Movella”) in a presentation to certai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Pathfinder Acquisition Corporation Announces Postponement of Extraordinary General Meeting From Wednesday, February 1, 2023 to Friday, February 17, 2023

EX-99.1 2 d432420dex991.htm EX-99.1 Exhibit 99.1 Pathfinder Acquisition Corporation Announces Postponement of Extraordinary General Meeting From Wednesday, February 1, 2023 to Friday, February 17, 2023 PALO ALTO, Calif. and SAN JOSE, Calif.—January 25, 2023— Pathfinder Acquisition Corporation (NASDAQ: PFDR), (“Pathfinder” or the “Company”), announced today that its previously announced extraordina

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 PATHFINDER ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40074 98-1575384 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 PATHFINDER ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40074 98-1575384 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 PATHFINDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 PATHFINDER ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40074 98-1575384 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

Movella Analyst Day

Exhibit 99.1 Movella Analyst Day CORPORATE PARTICIPANTS: David Chung, CEO of Pathfinder Acquisition Corporation Ben Lee, Chief Executive Officer of Movella Inc. Stephen Smith, Chief Financial Officer of Movella Inc. PRESENTATION Mike Anderson Good morning everybody, and welcome to the Movella Analyst Day presentation. This is Mike Anderson of the Blueshirt Group and I am pleased to introduce today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 PATHFINDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 PATHFINDER ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40074 98-1575384 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

Analyst Day JANUARY 20, 2023

Exhibit 99.1 Analyst Day JANUARY 20, 2023 Disclaimer This information contained in this presentation is confidential information regarding Movella Inc (“Movella” or the “Company” ) and Pathfinder Acquisition Corporation (“Pathfinder”). Such information is being provided on a strictly confidential basis and may not be published, reproduced, copied or disclosed to any other party without the prior w

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 PATHFINDER ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40074 98-1575384 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A 1 d271484ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF PATHFINDER ACQUISITION CORPORATION PROSPECTUS FOR 91,756,975 SHARES OF COMMON STOCK AND 10,750,000 WARRANTS OF PATHFINDER ACQUISITION CORPORATION (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORA

424B3 1 d374834d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268068 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF PATHFINDER ACQUISITION CORPORATION PROSPECTUS FOR 91,756,975 SHARES OF COMMON STOCK AND 10,750,000 WARRANTS OF PATHFINDER ACQUISITION CORPORATION (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WIL

Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, California 94303 January 12, 2023

Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, California 94303 January 12, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Pathfinder Acquisition Corporation (Name of S

SC 14D9/A 1 d406892dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Pathfinder Acquisition Corporation (Name of Subject Company) Pathfinder Acquisition Corporation (Name of Person Filing Statement) Class A Ordinary Shares

Form of Proxy Card.

EX-99.8 6 d374834dex998.htm EX-99.8 Exhibit 99.8 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by - Internet 24 Hours — a QUICK Day, 7 Days ï^ï^ï^ a Week EASY or by Mail PATHFINDER ACQUISITION to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you CORPORATION Votes marked, submitted signed and electronically returned your over proxy the Interne

Press Release issued by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., dated January 4, 2023.

Exhibit (a)(5)(B) FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. Announce Termination of Pathfinder Acquisition Corporation Tender Offer NEW YORK, January 4, 2023 - FP Credit Partners II, L.P. (?FPCP?) and FP Credit Partners Phoenix II, L.P. (?FPCPP? and together with FPCP, the ?Purchasers?) today announced that they have terminated their previously announced tender offer to p

As filed with the Securities and Exchange Commission on January 6, 2023. No. 333-268068 UNITED STATES SECURITIE S AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4

Table of Contents As filed with the Securities and Exchange Commission on January 6, 2023.

1

Filed by Pathfinder Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pathfinder Acquisition Corporation Commission File No.

Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, California 94303 January 6, 2023

Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, California 94303 January 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

Form of Press Release issued by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., dated January 4, 2023.**

EX-99.(A)(5)(B) 2 d633536dex99a5b.htm EX-99.(A)(5)(B) Exhibit (a)(5)(B) FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. Announce Termination of Pathfinder Acquisition Corporation Tender Offer NEW YORK, January 4, 2023 - FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and together with FPCP, the “Purchasers”) today announced that they have t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Pathfinder Acquisition Corporation (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Pathfinder Acquisition Corporation (Name of Subject Company (Issuer)) FP Credit Partners II, L.P. (Offeror) FP Credit Partners Phoenix II, L.P. (Offeror) (Name of Filing Persons (identifying status as

27

Filed by Pathfinder Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pathfinder Acquisition Corporation Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Pathfinder Acquisition Corporation (Name of Subject Company) Pa

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Pathfinder Acquisition Corporation (Name of Subject Company) Pathfinder Acquisition Corporation (Name of Person Filing Statement) Class A Ordinary Shares, $0.0001 par value per share (Title of Cl

Consent of Ben Lee to be named as a director.

Exhibit 99.5 Pathfinder Acquisition Corporation 1950 University Avenue Suite 350 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus Pathfinder Acquisition Corporation (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, I hereby con

Form of Movella Holdings Inc. Non-Employee Director Compensation Policy.

Exhibit 10.24 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY OF THE BOARD OF DIRECTORS OF MOVELLA HOLDINGS INC. Non-employee members of the board of directors (the ?Board?) of Movella Holdings Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (?Policy?). This Policy will be effective upon the closing of the busi

Consent of Brent Lang to be named as a director.

Exhibit 99.7 Pathfinder Acquisition Corporation 1950 University Avenue Suite 350 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus Pathfinder Acquisition Corporation (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, I hereby con

Form of Venture-Linked Senior Secured Note.

Exhibit 4.6 FORM OF VENTURE-LINKED SENIOR SECURED NOTE THIS SENIOR SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW OR THE SECURITIES LAW OF ANY OTHER JURISDICTION. THIS SENIOR SECURED NOTE MAY BE RESOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND QUALIF

Consent of David Chung to be named as a director.

Exhibit 99.3 Pathfinder Acquisition Corporation 1950 University Avenue Suite 350 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus Pathfinder Acquisition Corporation (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, I hereby con

Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, California 94303 December 15, 2022

Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, California 94303 December 15, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

Consent of Patricia Ross to be named as a director.

Exhibit 99.2 Pathfinder Acquisition Corporation 1950 University Avenue Suite 350 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus Pathfinder Acquisition Corporation (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, I hereby con

Consent of Wen Hsieh to be named as a director.

Exhibit 99.1 Pathfinder Acquisition Corporation 1950 University Avenue Suite 350 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus Pathfinder Acquisition Corporation (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, I hereby con

Consent of Eric Salzman to be named as a director.

Exhibit 99.4 Pathfinder Acquisition Corporation 1950 University Avenue Suite 350 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus Pathfinder Acquisition Corporation (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, I hereby con

Form of Voting Agreement.

Exhibit 10.32 FORM OF VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of [?], is entered into by and among Movella Holdings Inc., a Delaware corporation (the ?Company?), Pathfinder Acquisition LLC, a Delaware limited liability company (the ?Pathfinder Sponsor?), Movella Inc., a Delaware corporation (?Movella?), and the parties listed on the signature pages hereto as ?Stockholde

Form of Assignment and Assumption Agreement.

Exhibit 10.31 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this ?Assignment and Assumption Agreement?) is dated as of the Effective Date set forth below (the ?Effective Date?) and is entered into by and between [Insert name of Assignor] (the ?Assignor?) and [Insert name of Assignee] (the ?Assignee?). Capitalized terms used but not defined herein have the me

As filed with the Securities and Exchange Commission on December 1 5 , 2022. No. 333-268068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4

Table of Contents As filed with the Securities and Exchange Commission on December 1 5 , 2022.

Form of Pre-Merger Senior Secured Note.

Exhibit 4.5 FORM OF PRE-MERGER SENIOR SECURED NOTE THIS SENIOR SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW OR THE SECURITIES LAW OF ANY OTHER JURISDICTION. THIS SENIOR SECURED NOTE MAY BE RESOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND QUALIFIED

Consent of Stuart Huizinga to be named as a director.

Exhibit 99.6 Pathfinder Acquisition Corporation 1950 University Avenue Suite 350 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus Pathfinder Acquisition Corporation (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, I hereby con

Form of Subscription Agreement.

Exhibit 10.33 FORM OF SUBSCRIPTION AGREEMENT [ ? ], 2022 Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, CA 94303 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporat

Filed by Pathfinder Acquisition Corporation

Filed by Pathfinder Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pathfinder Acquisition Corporation Commission File No.

2

Filed by Pathfinder Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pathfinder Acquisition Corporation Commission File No.

Form of Press Release issued by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., dated December 5, 2022 (incorporated by reference to the Schedule TO of the Purchasers filed with the SEC on December 5, 2022).

Exhibit (a)(1)(D) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities.

Offer to Purchase dated December 5, 2022.*

Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE UP TO 7,500,000 CLASS A ORDINARY SHARES OF PATHFINDER ACQUISITION CORPORATION AT A PURCHASE PRICE OF $10.

Shareholder Rights Agreement, dated as of October 3, 2022, by and among Movella Inc., Pathfinder Acquisition LLC and the other parties named therein.*

Exhibit (d)(i) SHAREHOLDER RIGHTS AGREEMENT THIS SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of October 3, 2022, is made and entered into by and among Pathfinder Acquisition Corporation (the ?Company?), Pathfinder Acquisition, LLC, a Delaware limited liability company (the ?Sponsor?), FP Credit Partners, L.

Form of Voting Agreement, by and among Movella Holdings Inc., Pathfinder Acquisition LLC, Movella Inc., and certain shareholders of Movella Holdings Inc.*

Exhibit (d)(iii) VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of [ ? ], is entered into by and among Movella Holdings Inc.

Note Purchase Agreement, dated November 14, 2022, among Movella Inc., the guarantors from time to time party thereto, the purchasers from time to time party thereto and Wilmington Savings Fund Society, FSB.*

Exhibit (b)(i) NEITHER THIS NOTE PURCHASE AGREEMENT NOR THE NOTES ISSUED HEREUNDER HAVE BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.

Equity Grant Agreement, dated as of November 14, 2022, by and among Pathfinder Acquisition Corp., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. (incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 18, 2022)

Exhibit (d)(iv) EQUITY GRANT AGREEMENT November 14, 2022 Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, CA 94303 Ladies and Gentlemen: This Equity Grant Agreement (this ?Equity Grant Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporat

Form of Letter of Transmittal.*

Exhibit (a)(1)(B) Letter of Transmittal to Tender Class A Ordinary Shares of PATHFINDER ACQUISITION CORPORATION at a Purchase Price of $10.

Form of Letter to Clients of Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

Exhibit (a)(1)(C) LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES of PATHFINDER ACQUISITION CORPORATION at a Purchase Price of $10.

Form of Press Release issued by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., dated December 5, 2022.*

Exhibit (a)(5)(A) FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. Commence Tender Offer for up to 7,500,000 Class A Ordinary Shares of Pathfinder Acquisition Corporation NEW YORK, December 5, 2022 - FP Credit Partners II, L.P. (?FPCP?) and FP Credit Partners Phoenix II, L.P. (?FPCPP? and together with FPCP, the ?Purchasers?) have commenced a cash tender offer to purchase up to

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Table SC TO-T (Form Type) Pathfinder Acquisition Corporation (Name of Subject Company - Issuer) FP Credit Partners II, L.

Form of Transaction Support Agreement, by and among Pathfinder Acquisition Corporation, Movella Inc., Pathfinder Acquisition LLC and certain shareholders of Movella Holdings Inc.*

Confidential Exhibit (d)(ii) TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of [?], 2022, by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (?Pathfinder?), Movella Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Pathfinder Acquisition Corporation (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Pathfinder Acquisition Corporation (Name of Subject Company (Issuer)) FP Credit Partners II, L.P. (Offeror) FP Credit Partners Phoenix II, L.P. (Offeror) (Name of Filing Persons (identifying status as

Commitment Letter, dated October 3, 2022, by and among FP Credit Partners, L.P., Movella Inc., Pathfinder Acquisition Corporation and Motion Merger Sub, Inc.*

Exhibit (b)(ii) Francisco Partners 1114 Avenue of the Americas, 15th Floor New York, NY 10036 CONFIDENTIAL October 3, 2022 Movella Inc.

Equity Grant Agreement, dated as of November 14, 2022, by and among Pathfinder Acquisition Corp., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. (6)

EX-10.1 2 d104102dex101.htm EX-10.1 Exhibit 10.1 EQUITY GRANT AGREEMENT November 14, 2022 Pathfinder Acquisition Corporation 1950 University Avenue, Suite 350 Palo Alto, CA 94303 Ladies and Gentlemen: This Equity Grant Agreement (this “Equity Grant Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Pathfinder Acquisition Corporation, a Cayman Is

Note Purchase Agreement, dated as of November 14, 2022, by and among Movella Inc., Movella Technologies N.A. Inc., Movella Canada Company, Griffin Holdings Limited, Kinduct Technologies Inc., Wilmington Savings Fund Society, FSB, FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P. (6)

EX-10.3 4 d104102dex103.htm EX-10.3 Exhibit 10.3 NEITHER THIS NOTE PURCHASE AGREEMENT NOR THE NOTES ISSUED HEREUNDER HAVE BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE NOTES ISSUED UNDER THIS NOTE PURCHASE A

Company Shareholder Transaction Support Agreement, by and among Pathfinder Acquisition Corporation, Movella Inc., Pathfinder Acquisition LLC and certain shareholders of Movella (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on November 14, 2022)

EX-10.2 3 d104102dex102.htm EX-10.2 Exhibit 10.2 TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 14, 2022, by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), Movella Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition LLC (“Pathfind

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 PATHFINDER ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40074 98-1575384 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PATHFINDER ACQUISITION CORPORATION (Exact name of

Form of Letter to Clients of Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

Exhibit (a)(1)(E) LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer to Purchase at a Purchase Price of $10.

Shareholder Rights Agreement, dated as of October 3, 2022, by and among Movella Inc., Pathfinder Acquisition LLC and the other parties named therein.*

Exhibit (d)(i) SHAREHOLDER RIGHTS AGREEMENT THIS SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of October 3, 2022, is made and entered into by and among Pathfinder Acquisition Corporation (the ?Company?), Pathfinder Acquisition, LLC, a Delaware limited liability company (the ?Sponsor?), FP Credit Partners, L.

Commitment Letter, dated October 3, 2022, by and among FP Credit Partners, L.P., Movella Inc., Pathfinder Acquisition Corporation and Motion Merger Sub, Inc.*

Exhibit (b)(ii) Francisco Partners 1114 Avenue of the Americas, 15th Floor New York, NY 10036 CONFIDENTIAL October 3, 2022 Movella Inc.

Filing Fee Table.*

EX-FILING FEES 10 d389513dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table SC TO-T (Form Type) Pathfinder Acquisition Corporation (Name of Subject Company - Issuer) FP Credit Partners II, L.P. FP Credit Partners Phoenix II, L.P. (Names of Filing Persons - Offerors) Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 75,000

Form of Transaction Support Agreement, by and among Pathfinder Acquisition Corporation, Movella Inc., Pathfinder Acquisition LLC and certain shareholders of Movella Holdings Inc.*

Confidential Exhibit (d)(ii) TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of [?], 2022, by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (?Pathfinder?), Movella Inc.

Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

Exhibit (a)(1)(D) LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES of PATHFINDER ACQUISITION CORPORATION at a Purchase Price of $10.

Form of Notice of Guaranteed Delivery.*

Exhibit (a)(1)(C) Notice of Guaranteed Delivery For Tender of Class A Ordinary Shares of Pathfinder Acquisition Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pathfinder Acquisition Corporation (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pathfinder Acquisition Corporation (Name of Subject Company (Issuer)) FP Credit Partners II, L.P. (Offeror) FP Credit Partners Phoenix II, L.P. (Offeror) (Name of Filing Persons (identifying status as offeror, issuer or

Form of Letter of Transmittal.*

Exhibit (a)(1)(B) Letter of Transmittal to Tender Class A Ordinary Shares of PATHFINDER ACQUISITION CORPORATION at a Purchase Price of $10.

Offer to Purchase dated .*

Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE UP TO 7,500,000 CLASS A ORDINARY SHARES OF PATHFINDER ACQUISITION CORPORATION AT A PURCHASE PRICE OF $10.

Supply Agreement, dated June 16, 2015, by and between Xsens Technologies B.V. and Neways Advanced Applications B.V.

EX-10.29 Exhibit 10.29 SUPPLY AGREEMENT XSENS / NEWAYS Supply Agreement Between XSENS referred to as “CUSTOMER” hereinafter represented by Xsens Technologies B.V. Pantheon 6a 7521 PR Enschede The Netherlands and Neways referred to as “SUPPLIER” hereinafter represented by Neways Advanced Applications B.V. Science Park Eindhoven 5004 5692 EA Son The Netherlands SUPPLY AGREEMENT XSENS / NEWAYS CONTEN

2009 Equity Incentive Plan and Form of Stock Option Agreement thereunder.

EX-10.5 Exhibit 10.5 MCUBE, INC. 2009 EQUITY INCENTIVE PLAN As Adopted on August 28, 2009 As Amended on July 8, 2010, March 16, 2011, October 31, 2011, February 4, 2013, June 5, 2014, September 10, 2015, January 25, 2018 and April 25, 2019 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are imp

Equity Joint Venture Contract for M3C Co., Ltd. (“M3C”), dated as of October 26, 2018, by and between mCube HK and Qingdao Microelectronics Innovation Center Co., Ltd.

EX-10.10 Exhibit 10.10 Equity Joint Venture Contract for M3C Co., Ltd. between Qingdao Microelectronics Innovation Center Co., Ltd. and mCube Hong Kong Limited October 26, 2018 Table of Contents Article Page 1 Interpretation 4 2 Parties 8 3 Representations and Warranties 8 4 Establishment 9 5 Purpose and Business Scope 10 6 Total Investment and Registered Capital 10 7 Transfer of Equity Interest 1

Lease Agreement, dated October 11, 2021, by and between Incubator Space LLC and New Incubator Space LLC Member of Cobot Rental Platform.

EX-10.12 Exhibit 10.12 Your Account Log out Dashboard Bookings Community Events Help Desk Membership Select Language © 2021 Incubator Space Billing Details Edit Movella Inc Crystal Kwong 2570 N. First Street, Suite 300 San Jose, CA 95131 Phone: Billing email: Manage Membership Plan Change Office G - Private 221 sqft Double Window Office - 1st Floor 1,500 USD / month This plan renews automatically.

Employment Agreement, dated as of January 19, 2018, by and between Xsens Holding B.V. and Boele de Bie.

EX-10.8 Exhibit 10.8 EMPLOYMENT CONTRACT PARTIES The undersigned: Xsens Holding B.V., with its registered place of business 7521 PR, Pantheon 6a + 8a, in Enschede, hereinafter “the Company”; and Boele de Bie, hereinafter “the Director”; The Company and the Director together hereinafter also referred to as “Parties” and each of them a “Party”, WHEREAS: A. The Director has officially been appointed

Agreement, dated October 10, 2020, by and between Drienerlo Exploitatie B.V. and Xsens Holdings B.V.

EX-10.13 Exhibit 10.13 [LOGO DRIENERLO EXPLOITATIE] LEASE OF OFFICE ACCOMMODATION and other business space as referred to in section 7:230a Dutch Civil Code Model by the ROZ (ROZ Real Estate Council of the Netherlands) adopted on 30 January, 2015. Reference to this model and the use thereof is exclusively allowed if the filled-in, added or alternative text is clearly recognizable as such. Addition

List of Subsidiaries of Movella, Inc.

EX-21.1 Exhibit 21.1 Movella, Inc. List of Subsidiaries The following are significant subsidiaries of Movella, Inc. as of September 27, 2022 and the jurisdictions in which they are organized. Movella Inc. owns, directly or indirectly, at least 99% of the voting securities of the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered in the aggregate

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Pathfinder Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(8) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock Rule 457(f)(1) 40,625,000(2) $9.

As filed with the Securities and Exchange Commission on October 31, 2022. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4

Table of Contents As filed with the Securities and Exchange Commission on October 31, 2022.

Employment Agreement, dated as of October 4, 2021, by and between mCube, Inc. and Stephen Smith.

EX-10.7 Exhibit 10.7 September 9, 2021 Stephen Smith Delivered electronically Dear Steve: I am very pleased to present this offer of employment with mCube, Inc. and to briefly describe the terms of your proposed employment: Title: Chief Financial Officer [CFO] Reporting to: Ben Lee CEO Start date: Monday, October 4, 2021 Initial Compensation: $270,000.00 annually paid semi-monthly in accordance wi

2019 Equity Incentive Plan and Form of Stock Option Agreement thereunder.

EX-10.4 Exhibit 10.4 MCUBE, INC. 2019 EQUITY INCENTIVE PLAN As Adopted on July 25, 2019 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future per

Form of consent of director nominee(s).

EX-99.1 Exhibit 99.1 , 2022 Pathfinder Acquisition Corporation 1950 University Avenue Suite 350 Palo Alto, CA 94303 Consent to Reference in Proxy Statement/Prospectus Pathfinder Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewit

Form of Indemnification Agreement.

EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Movella Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided wit

Lease Agreement, dated March 21, 2017, by and among PSS Investments I, Inc., TPP Investments I, Inc., The Great-West Life Assurances Company, London Life Insurance Company, and Kinduct Technologies, Inc.

EX-10.14 Exhibit 10.14 NET LEASE PSS INVESTMENTS I INC., TPP INVESTMENTS I INC., TH£ GREAT-WEST LIFE ASSURANCE COMPANY and LONDON LITE INSURANCE COMPANY as Landlord AND KINDUCT TECHNOLOGIES INC. As Tenant BUILDING: Tower II – 1969 Upper Water Street Halifax, Nova Scotia PREMISES: Suite 1201 TERM: 5 Years DATE OF LEASE: March 21, 2017 SUMMARY OF BASIC TERMS 1. Landlord PSS INVESTMENTS 1 INC., TPP I

License Agreement, dated as of June 8, 2020, by and among Nexus Way, Camana Bay, mCube, Inc., mCube HK, and MEMSIC Semiconductor (Tianjin) Co. Ltd., MEMSIC Semiconduction (HK) Co., Ltd., and Total Force Limited.

EX-10.11 Exhibit 10.11 LICENSE AGREEMENT This LICENSE AGREEMENT (this “Agreement”) is made effective as of June 8, 2020 (the “Signing Date”) by and between Mcube International Limited, a Cayman Island corporation with offices at ( ) (“MIL”), MCube, Inc., a Delaware corporation with offices at ( ) (“MCI”), and Mcube Hong Kong Limited, a Hong Kong registered company with offices at ( ) (“MCHK”) (col

Lease Extension and Amending Agreement, dated April 28, 2022, by and among PSS Investments I, Inc., TPP Investments I, Inc., The Canada Life Assurance Company, and Kinduct Technologies, Inc.

Exhibit 10.15 LEASE EXTENSION AND AMENDING AGREEMENT PSS INVESTMENTS I INC., TN? INVESTMENTS I INC., and THE CANADA LIFE ASSURANCE COMPANY as Landlord - and ? KINDUCT TECHNOLOGIES INC. as Tenant \ BUILDING: Tower 11 - 1969 Upper Water Street Halifax, Nova Scotia PREMISES: Suite 1201, 12th Floor DATE: April 28, 2022 Initial Landlord Initial Tenant THIS LEASE EXTENSION AND AMENDING AGREEMENT dated A

Employment Agreement, dated as of November 14, 2012, by and between mCube, Inc. and Ben Alexander Lee.

EX-10.6 Exhibit 10.6 ** mCube Confidential ** November 14, 2012 Ben Alexander Lee Re: mCube, Inc. Offer for Employment Dear Ben: On behalf of the Board of Directors (the “Board”) of Mcube, Inc., a Delaware corporation (the “Company”), I am very pleased to offer you employment as Chief Executive Officer of the Company. The terms of our offer to you are as follows: 1. Position. Beginning on January

Side Letter to Employment Agreement, dated as of January 18, 2018, by and between Xsens Holding B.V. and Boele de Bie.

EX-10.9 Exhibit 10.9 Boele de Bie Enschede, January 18, 2018 Subject: side letter in addition to the employment contract Dear Boele, Welcome at Xsens! It is our pleasure to offer you this employment contract. Next to the conditions stated in your employment contract, we agreed to the following: Bonus schedule The Director shall receive an On Target Earnings (OTE) bonus of 30% of the gross salary b

Second Amended and Restated Promissory Note, dated as of October 3, 2022, by and among Pathfinder Acquisition Corporation and Pathfinder Acquisition LLC. (1)

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