SCHEDULE TO
This Tender Offer Statement on Schedule TO (this Schedule TO) is being filed by FP Credit Partners II, L.P. and FP Credit Partners
Phoenix II, L.P. (the Offerors). This Schedule TO relates to an offer (the Offer) by the Offerors to purchase up to
outstanding Class A ordinary shares of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated
with limited liability (the Company), with a nominal or par value of $0.0001 each per share (the Class A Shares), at the tender offer price of $10.00 in cash per Class A Share, without interest on the purchase price
and less any applicable withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase (as defined below) and in the related Letter of Transmittal. Each Class A Share was sold in the Companys initial
public offering, which closed on February 19, 2021 (the IPO), pursuant to a prospectus dated February 16, 2021, as part of a unit (each, a Unit), each of which contained one Class A Share and one-fifth of one redeemable warrant (the Public Warrants). The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated
(the Offer to Purchase), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of
Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B).
This Schedule TO is intended to satisfy the reporting requirements
of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference as set forth below.
The Offer is being made pursuant to the Commitment Letter, dated as of October 3, 2022, among the Company, Movella Inc., a Delaware
corporation (Movella), Motion Merger Sub, Inc., a Delaware corporation, and FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles, a copy of which is attached hereto as
Exhibit (b)(ii).
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled Summary is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the issuer is Pathfinder Acquisition Corporation. The Companys
principal executive offices are located at 1950 University Avenue, Suite 350, Palo Alto, CA 94303. The Companys telephone number is (650) 321-4910.
(b) Securities. The subject securities include the Companys Class A Shares. According to the
Company, as of the close of business on , there were
Class A Shares issued and outstanding.
(c) Trading Market and Price. The information set forth in the section of the Offer to Purchase entitled
The Offer6. Price Range of Class A Shares is incorporated herein by reference.
The
Class A Shares are listed on the Nasdaq Capital Market (the Nasdaq) under the symbol PFDR.
Item 3. Identity and
Background of Filing Person.
(a) Name and Address. The name of the filing persons are FP Credit
Partners II, L.P. and FP Credit Partners Phoenix II, L.P. The business address and telephone of the Offerors is Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman
Islands and 646-434-1343. As of , neither FP
Credit Partners II, L.P. nor FP Credit Partners Phoenix II, L.P. beneficially own any Class A Shares or Public Warrants.
(b)
Business and Background of Filing Person. The principal business of both FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., is to make investments in technology and technology-enabled companies.
(c) Not applicable.
2