UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 1)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

Pathfinder Acquisition Corporation

(Name of Subject Company)

Pathfinder Acquisition Corporation

(Name of Person Filing Statement)

Class A Ordinary Shares, $0.0001 per share

(Title of Class of Securities)

G04119106

(CUSIP Number of Class of Securities)

David Chung

Chief Executive Officer

Pathfinder Acquisition Corporation

1950 University Avenue, Suite 350

Palo Alto, California 94303

(650) 321-4910

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Matthew R. Pacey P.C.

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

(713) 836-3600

Purpose of Amendment

This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Pathfinder Acquisition Corporation, a Cayman Islands exempted company (“Pathfinder” or the “Company”) filed with the United States Securities and Exchange Commission (the “SEC”) on December 16, 2022 (as the same may further be amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer (the “Offer”) by FP Credit Partners II, L.P., a Cayman Islands exempted limited partnership, and FP Credit Partners Phoenix II, L.P., a Cayman Islands exempted limited partnership, (collectively, the “Purchasers”), to purchase up to 7,500,000 of Pathfinder’s issued and outstanding Class A ordinary shares, par value $0.0001 per share (each such share, a “Share” and, collectively, the “Shares”), held by shareholders of the Company other than those Shares already held by the Purchasers or their affiliates, if any, at an offer price of $10.00 in cash per Share, without interest on the purchase price and less any applicable withholding taxes. The Offer is on the terms and subject to the other conditions specified in the Offer to Purchase, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). The Offer is more fully described in the Tender Offer Statement on Schedule TO, as it may be amended or supplemented from time to time, which was initially filed by the Purchasers with the SEC on November 10, 2022. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

All information in the Schedule 14D-9 is incorporated into this Amendment by reference, except that such information is hereby amended to the extent specifically provided herein. This Amendment is being filed to reflect the update set forth below.

Item 8, “Additional Information,” is hereby amended and supplemented by adding the following at the end thereof:

“Termination of the Tender Offer

On January 4, 2023, the Purchasers announced that they had terminated the Offer.

As a result of this termination, no Shares will be purchased in the Offer and all Shares previously tendered and not withdrawn will be promptly returned to tendering holders.

A copy of the press release issued by the Purchasers on January 4, 2023 announcing the termination of the Offer is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.”

Item 9 of the Schedule 14D-9 is hereby supplemented by adding the following exhibit:

2

SIGNATURE

After due 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.

Date: January 5, 2023

3

Exhibit (a)(5)(B)

FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. Announce Termination of Pathfinder Acquisition Corporation Tender Offer

NEW YORK, January 4, 2023 - FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and together with FPCP, the “Purchasers”) today announced that they have terminated their previously announced tender offer to purchase up to an aggregate of $75.0 million of Class A Ordinary shares, $0.0001 par value per share (each, a “Class A Share”), of Pathfinder Acquisition Corporation, a Cayman Islands Exempted company incorporated with limited liability (NASDAQ: PFDR) (the “Company”), at a price of $10.00 in cash per Class A Share, without interest on the purchase price and less any applicable withholding taxes (the “Offer”). The Offer was due to expire at 11:59 p.m., Eastern time, on January 4, 2023.

The Purchasers hereby irrevocably and unconditionally terminate the Offer. As a result of this termination, no Class A Shares will be purchased in the Offer and all Class A Shares previously tendered and not withdrawn will be promptly returned to tendering holders.

As previously disclosed by the Company, FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles (collectively, “Francisco Partners”) has committed to purchase $75.0 million of shares of common stock of the newly public entity in connection with the consummation of the business combination (less any amounts accepted for tender pursuant to the Offer).

About Francisco Partners

Francisco Partners is a leading global investment firm that specializes in partnering with technology and technology-enabled businesses. Since its launch over 20 years ago, Francisco Partners has invested in more than 400 technology companies, making it one of the most active and longstanding investors in the technology industry. With approximately $45 billion in capital raised to date, the firm invests in opportunities where its deep sectoral knowledge and operational expertise can help companies realize their full potential. For more information on Francisco Partners, please visit www.franciscopartners.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release. You should carefully consider these and other uncertainties described in the Offer to Purchase and the other tender offer documents that have been or will be delivered to you or filed by the Purchasers with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. None of the Purchasers or any of their affiliates give any assurance that they will achieve their expectations. The inclusion of any statement in this press release does not constitute an admission by the Purchasers, their affiliates or any other person that the events or circumstances described in such statement are material.

No Offer or Solicitation

This press release is provided for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that the Purchasers have filed or will file (or that the Company has filed or will file) with the SEC, including among other materials a tender offer statement on Schedule TO containing the Offer to Purchase, the Letter of Transmittal, and other materials relating to the Offer. HOLDERS OF CLASS A SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY. The Offer to Purchase and related Letter of Transmittal have been made available free of charge at the SEC’s website at www.sec.gov.

Contacts

Whit Clay

Sloane & Company

wclay@sloanepr.com

917-601-6012