secwatch / observer
8-K filed February 13, 2023, 6:59 PM ET CIK 0001839132
M&A confidence high sentiment neutral materiality 1.00

Movella Holdings Inc.: M&A transaction — Movella completes SPAC merger with Pathfinder; starts trading as MVLA on Nasdaq

Movella Holdings Inc.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Movella Holdings Inc. incurred senior notes of $75 million with FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P. at 9.25% maturing February 10, 2028.

Instrument
senior notes
Principal
$75 million
Counterparty
FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P.
Rate
9.25%
Maturity
February 10, 2028
Event
incurrence
Exact text from the filing
Movella was deemed to have issued to the Purchasers, and the Purchasers were deemed to have purchased, a 5-year $75 million venture-linked secured note (the "VLN Facility") under the Note Purchase Agreement.
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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Movella Holdings Inc. incurred senior notes of $25 million with FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P..

Instrument
senior notes
Principal
$25 million
Counterparty
FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P.
Event
incurrence
Exact text from the filing
Movella issued and sold to the Purchasers, and the Purchasers purchased, senior secured notes of Movella in an aggregate original principal amount of $25 million (the "Pre-Close Facility").
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Movella Holdings Inc.: New Movella Board adopted Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers, effective as of Closing Date.

Change
code of ethics
Exact text from the filing
On the Closing Date, the New Movella Board adopted a Code of Business Conduct and Ethics applicable to its employees, executive officers and directors, and a Code of Ethics for Senior Financial Officers applicable to its Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, each effective as of the Closing Date.
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Movella Holdings Inc.: Pathfinder ceased being a shell company as a result of the Business Combination.

Change
shell status
Exact text from the filing
As a result of the Business Combination, Pathfinder ceased being a shell company.
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Movella Holdings Inc.: New Movella Board approved and adopted the Bylaws, effective as of the Closing Date (effective 2023-02-10).

Change
bylaw amendment
Effective
2023-02-10
Exact text from the filing
On February 10, 2023, the New Movella Board approved and adopted the Bylaws, which became effective as of the Closing Date.
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Movella Holdings Inc.: Charter became effective upon filing with Secretary of State of Delaware on February 10, 2023, in connection with Domestication (effective 2023-02-10).

Change
charter amendment
Effective
2023-02-10
Exact text from the filing
On February 10, 2023, in connection with the Domestication, the Charter and the Company’s Bylaws became effective.
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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Movella Holdings Inc. underwent a change of control involving Pathfinder Acquisition Corporation, Motion Merger Sub, Inc., Movella Inc. for implied Movella pre-transaction equity value of $375 million (closed 2023-02-10).

Action
change of control
Counterparty
Pathfinder Acquisition Corporation, Motion Merger Sub, Inc., Movella Inc.
Consideration
implied Movella pre-transaction equity value of $375 million
Closing
2023-02-10
Exact text from the filing
by the Business Combination Agreement), with the new number of options and exercise price as set forth therein, and based on an implied Movella pre-transaction equity value of $375 million, subject to certain adjustments. A description of the Business Combination and the terms of the Business Combination Agreement are included in the definitive proxy
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Movella Holdings Inc. entered into Note Purchase Agreement with FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P. valued at $25 million (effective 2022-11-14).

Action
entry
Agreement
notes offering
Counterparty
FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P.
Value
$25 million
Effective
2022-11-14
Exact text from the filing
on November 14, 2022, Movella entered into that certain Note Purchase Agreement (the “Note Purchase Agreement”), by and among Movella, the guarantors party thereto, FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P. (the “Purchasers”) and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, pursuant to which, Movella issued and sold to the Purchasers, and the Purchasers purchased, senior secured notes of Movella in an aggregate original principal amount of $25 million (the “Pre-Close Facility”).
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Source: SEC EDGAR
accession 0001193125-23-035948
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