SEC Form SC 13G filed by Pathfinder Acquisition Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Pathfinder Acquisition
Corporation
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per
share
(Title of Class of Securities)
G04119106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Pathfinder Acquisition LLC |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
12,300,000(1) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
12,300,000(1) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,300,000(1) |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented By Amount in Row (9)
27.46%(2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Represents 12,300,000 Class A ordinary shares acquirable in respect of (i) 8,050,000 Class B ordinary shares (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination and (ii) 4,250,000 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination. |
| (2) | Calculated based on (i) 32,500,000 shares of Class A ordinary shares outstanding as of November 30, 2021 as reported on the Issuer’s Form 10-Q/A, filed on December 1, 2021 and (ii) 12,300,000 Class A ordinary shares issuable in connection with the conversion or exercise of the 8,050,000 Class B Shares and the 4,250,000 Private Placement Warrants. |
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| Item 1(a). | Name of Issuer |
Pathfinder Acquisition Corporation (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
1950 University Avenue, Suite 350 Palo Alto, California 94303
| Item 2(a). | Names of Persons Filing |
This statement is filed by Pathfinder Acquisition LLC, referred to herein as the “Reporting Person”
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
1950 University Avenue, Suite 350 Palo Alto, California 94303
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Class A ordinary shares, par value $0.0001 per share
| Item 2(e). | CUSIP Number |
G04119106
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See response to Item 9 on the cover page.
| (b) | Percent of Class: |
See response to Item 11 on the cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See response to Item 5 on the cover page.
| (ii) | Shared power to vote or to direct the vote: |
See response to Item 6 on the cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See response to Item 7 on the cover page.
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| (iv) | Shared power to dispose or to direct the disposition of: |
See response to Item 8 on the cover page.
The reported securities are directly held by Pathfinder Acquisition LLC (the “Sponsor”). HGGC Pathfinder Holdings I, LLC (“HGGC Holdings”) has the power to appoint three members to the board of managers of the Sponsor. Arrowhead Holdings, LLC (“Arrowhead”) has the power to appoint a member to the board of managers of the Sponsor. Industry Ventures Tech Buyout Fund, LP (“Tech Buyout”) has the power to appoint two members to the board of managers of the Sponsor. The board of managers of the Sponsor exercises voting and dispositive power over all securities held by the Sponsor. Each of Mr. Richard Lawson and Mr. Steven Young is a member of the board of managers of HGGC Holdings, and each of Mr. Lawson, Mr. Young and Mr. Lance Taylor has been appointed to the board of managers of the Sponsor by HGGC Holdings. Mr. David Chung is the managing member of Arrowhead and has been appointed to the board of managers of the Sponsor by Arrowhead. Each of Ms. Lindsay Sharma and Mr. Hans Swildens is a member of the investment committee of IV Tech Buyout GP, LLC, the general partner of Tech Buyout, and has been appointed to the board of managers of the Sponsor by Tech Buyout. Accordingly, each of HGGC Holdings, Arrowhead, Tech Buyout, Mr. Lawson, Mr. Young, Mr. Taylor, Mr. Chung, Ms. Sharma and Mr. Swildens may be deemed to share dispositive power over the securities held by the Sponsor, but disclaim beneficial ownership of such securities. The filing of this Statement shall not be construed as an admission that the Reporting Person or any of the foregoing is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2022
| PATHFINDER ACQUISITION LLC | ||
| By: | /s/ David Chung | |
| Name: | David Chung | |
| Title: | Chief Executive Officer | |
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