--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-035948" form_type: "8-K" ticker: null cik: "0001839132" company_name: "Movella Holdings Inc." filed_at: "2023-02-13T23:59:59+00:00" generated_at: "2026-06-19T16:41:56.465847+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Movella completes SPAC merger with Pathfinder; starts trading as MVLA on Nasdaq ## Summary - Merger closed Feb 10, 2023; Pathfinder shareholders redeemed 28.96M shares for ~$294.2M, leaving ~$36.2M cash in trust. - Implicit Movella pre-transaction equity value of $375M; ~50.9M shares of New Movella common stock outstanding post-closing. - FP Credit Partners purchased $75M of New Movella stock at $10/share; also issued $75M 5-year VLN Facility at 9.25% interest PIK. - Sponsor forfeited 4.025M shares per lock-up agreement; public shareholders own ~7% post-merger. - Trading symbols changed from PFDR/PFDRW to MVLA/MVLAW effective Feb 13, 2023. ## SEC filing metadata - accession: 0001193125-23-035948 - form_type: 8-K - cik: 0001839132 - company_name: Movella Holdings Inc. - filed_at: 2023-02-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 9.01, 5.02, 4.01, 3.02, 3.03, 5.01, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/d642454d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-035948 - JSON: https://secwatch.observer/filing/0001193125-23-035948.json - Plain text: https://secwatch.observer/filing/0001193125-23-035948.txt ## Key facts - Debt Financings 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm - Debt Financings 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 source text: 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"). evidence_url: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm - Governance Changes Movella Holdings Inc.: Pathfinder ceased being a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, Pathfinder ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm - Governance Changes 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 source text: On February 10, 2023, the New Movella Board approved and adopted the Bylaws, which became effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm - Governance Changes 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 source text: On February 10, 2023, in connection with the Domestication, the Charter and the Company’s Bylaws became effective. evidence_url: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839132/000119312523035948/0001193125-23-035948-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.