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United States securities and exchange commission logo
February 11, 2021
David Chung
Chief Executive Officer
Pathfinder Acquisition Corp
1950 University Avenue
Suite 350
Palo Alto, CA 94303
Re: Pathfinder
Acquisition Corp
Amendments No. 1
and 2 to Registration Statement on Form S-1
Filed February 11,
2021
File No. 333-252498
Dear Mr. Chung:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendments No.1 and 2 to Registration Statement on Form S-1 filed
February 11, 2021
Exhibits
1. Please refer to
paragraphs (a) and (b) on page 2 of Exhibit 5.1 It is inappropriate for
counsel to include in
its opinion assumptions that are overly broad, that assume away the
relevant issue or that
assume any of the material facts underlying the opinion or any
readily ascertainable
facts. Please ask counsel to support the assumptions in those
paragraphs, or delete
them from its opinion.
2. Paragraph (i) refers to
each unit consisting of 1/4 of a warrant, but the fee table and
prospectus indicates
that each unit includes 1/5 of a warrant. Please file a revised opinion
or revise your fee
table and prospectus. Also, it is inappropriate to assume that the
David Chung
Pathfinder Acquisition Corp
February 11, 2021
Page 2
"Documents . . . will be legal, valid, binding and enforceable," as
counsel does in
paragraph 7 on page 3, given that counsel is to actually provide its
opinion as to whether
the units and warrants will constitute legal, valid and binding
obligations of the registrant.
Please file a revised opinion.
You may contact Melissa Gilmore at (202) 551-3777 or Jean Yu at (202)
551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202)
551-3754 with any
other questions.
Sincerely,
FirstName LastNameDavid Chung
Division of
Corporation Finance
Comapany NamePathfinder Acquisition Corp
Office of
Manufacturing
February 11, 2021 Page 2
cc: Matthew Pacey
FirstName LastName