SCHEDULE TO
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on November 10, 2022 (together with any subsequent amendments and supplements thereto, the Schedule TO), by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. (the
Purchasers) in connection with an offer (the Offer) by the Purchasers to purchase up to $75.0 million of 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 (as defined below). Each Class A Share was
sold in the Companys initial public offering, which closed on February 19, 2021, pursuant to a prospectus dated February 16, 2021, as part of a unit, each of which contained one Class A Share and
one-fifth of one redeemable warrant. The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated December 5, 2022 (together with any amendments or supplements thereto, the
Offer to Purchase), and in the related Letter of Transmittal (the Letter of Transmittal) (which have been previously filed as exhibits to this Schedule TO).
Items 1 through 11.
Items 1 through 11
of the Schedule TO, to the extent they incorporate by reference information contained in the Offer to Purchase and the Letter of Transmittal, are hereby amended as follows:
Termination of the Tender Offer
On January 4, 2023, the Purchasers announced that they had terminated the Offer.
As a result of this termination, no Class A Shares will be purchased in the Offer and all Class A Shares previously tendered and not
withdrawn will be promptly returned to tendering holders.
A copy of the press release issued by the Purchasers on January 4, 2023
announcing the termination of the Offer is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: (a)(5)(B) Press Release dated
January 4, 2023.
2