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

MOVELLA HOLDINGS INC.
(Name of Issuer)

Common Stock, par value $0.00001 per share
(Title of Class of Securities)

62459N 105
(CUSIP Number)

February 10, 2023
(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

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).

See responses to Item 9 on each cover page.

See responses to Item 11 on each cover page.

See responses to Item 5 on each cover page.

See responses to Item 6 on each cover page.

See responses to Item 7 on each cover page.

See responses to Item 8 on each cover page.

Of the 8,500,000 reported securities, 8,106,517 shares of Common Stock are held directly by FP Credit Partners II, L.P. and 393,483 shares of Common Stock are held directly by FP Credit Partners Phoenix II L.P. (together, the “FP Purchasers”). FP Credit Partners GP II, L.P. is the general partner of the FP Purchasers. FP Credit Partners GP II Management, LLC is the general partner of FP Credit Partners GP II, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of the FP Purchasers. As a result, each of FP Credit Partners GP II, L.P., FP Credit Partners GP II Management, LLC and Francisco Partners Management, L.P. may be deemed to share voting and dispositive power over the shares of Common Stock reported herein, but each disclaims beneficial ownership. Additionally, voting and disposition decisions at Francisco Partners Management, L.P. with respect to the shares of Common Stock reported herein are made by an investment committee, the members of which disclaim beneficial ownership of the reported securities.

The filing of this Statement shall not be construed as an admission that any of the Reporting Persons, or any member of Francisco Partners Management, L.P.’s investment committee 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.

On February 10, 2023, the FP Purchasers entered into a Voting Agreement with the Issuer, pursuant to which the FP Purchasers agreed to vote all shares beneficially owned by the FP Purchasers in favor of any and all recommendations of the Issuer’s board of directors as further set forth in the Voting Agreement. In addition, in connection with a Note Purchase Agreement between the Issuer, affiliates of the FP Purchasers and certain other parties thereto, dated as of November 14, 2022, the Issuer has the right, subject to certain exceptions, to cause the FP Purchasers to sell up to 7,500,000 of the shares reported herein at any time at the Issuer’s sole discretion over the life of a 5-year venture-linked secured note (the “VLN Facility”) issued under the Note Purchase Agreement, and a percentage of the proceeds (which percentage is a function of when proceeds are generated, based on a predetermined schedule with a sliding scale) of any such sale shall be applied as a credit against the scheduled contractual return of the VLN Facility upon repayment or refinancing event.

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 21, 2023

EXHIBIT LIST

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.00001, of Movella Holdings, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities below that is named as a reporting person in such filing, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 21, 2023