SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Chung David H S

(Last) (First) (Middle)
C/O PATHFINDER ACQUISITION CORPORATION
1950 UNIVERSITY AVENUE, SUITE 350

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Movella Holdings Inc. [ MVLA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/10/2023 M(1) 4,025,000 A (1) 4,025,000 I(3)(4) See footnotes(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) 02/10/2023 M(1) 4,025,000 (1) (1) Common Stock 4,025,000(1) (1) 4,025,000(1) I(3)(4) See footnotes(3)(4)
Class B Ordinary Shares (1) 02/10/2023 D(2) 4,025,000 (2) (2) Common Stock 4,025,000(2) (2) 0(2) I(3)(4) See footnotes(3)(4)
Warrants (5) 02/10/2023 A(5) 4,125,000 (5) (5) Common Stock 4,125,000 (5) 4,125,000 I(3)(4) See footnotes(3)(4)
Explanation of Responses:
1. Pursuant to the Business Combination Agreement, dated October 3, 2022 (the "Business Combination Agreement"), by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the "Company"), Movella Inc., a Delaware corporation ("Movella"), and Motion Merger Sub, Inc., a Delaware corporation, the parties effected a business combination transaction ("Business Combination"), on February 10, 2023. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Movella Holdings Inc." ("New Movella"). In connection with the consummation of the Business Combination, 4,025,000 of Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company converted into shares of common stock, par value $0.00001 per share, of New Movella simultaneously with the closing of the Business Combination.
2. Pursuant to the Sponsor Letter Agreement, dated October 3, 2022, by and among Movella, the Company, Pathfinder Acquisition LLC (the "Sponsor"), and certain other investors, immediately following the Domestication, the Sponsor forfeited, surrendered and transferred to the Company 4,025,000 Class B Ordinary Shares for no consideration.
3. The securities reported herein are held directly by Pathfinder Acquisition LLC (the "Sponsor"). The board of managers of the Sponsor exercises voting and dispositive power over all securities held by the Sponsor. HGGC Pathfinder Holdings I, LLC 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, LP has the power to appoint two members to the board of managers of the Sponsor. The Reporting Person is the managing member of Arrowhead and has been appointed to the board of managers of the Sponsor by Arrowhead.
4. (continued from footnote 3) Accordingly, the Reporting Person may be deemed to share dispositive power over the securities held by the Sponsor, and thus, may be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of any securities held by the Sponsor except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
5. Pursuant to the Business Combination Agreement, private placement warrants held by the Reporting Person which were held as of the effectiveness of the Company's initial public offering but were not exercisable until the consummation of the Business Combination were converted into warrants of New Movella.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ David Chung 02/13/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

      Know all by these present that the undersigned hereby constitutes and
appoints Ben A. Lee, Stephen M. Smith, and Dennis Calderon, or one of them
signing individually, the undersigned's true and lawful attorney-in-fact to:

(1)   prepare, execute in the undersigned's name and on the undersigned's
      behalf, and submit to the Securities and Exchange Commission (the "SEC") a
      Form ID, including amendments thereto, and any other documents necessary
      or appropriate to obtain codes and passwords enabling the undersigned to
      make electronic filings with the SEC of reports required by Section 16(a)
      of the Securities and Exchange Act of 1934 or any rule or regulation of
      the SEC; and

(2)   execute for and on behalf of the undersigned, in the undersigned's
      capacity as an officer and/or director of Movella Holdings Inc. (the
      "Company") Forms 3, 4 and 5 (including amendments thereto) in accordance
      with Section 16(a) of the Securities Exchange Act of 1934 and the rules
      thereunder, and Form 144;

(3)   do and perform any and all acts for and on behalf of the undersigned that
      may be necessary or desirable to complete and execute any such Forms 3, 4,
      5 and Form 144 (including amendments thereto) and timely file such Forms
      or schedules with the SEC and any stock exchange, self-regulatory
      association or any other authority; and

(4)   take any other action of any type whatsoever in connection with the
      foregoing that, in the opinion of such attorney-in-fact, may be of benefit
      to, in the best interest of, or legally required of the undersigned, it
      being understood that the documents executed by the attorney-in-fact on
      behalf of the undersigned pursuant to this Power of Attorney shall be in
      such form and shall contain such terms and conditions as the attorney-in-
      fact may approve in the attorney-in-fact's discretion.

      The undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney-in-fact shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted.  The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934 or any other reporting obligation
under the Securities Exchange Act of 1934.

      The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the attorney-
in-fact.  The undersigned also agrees to indemnify and hold harmless such
attorney-in- fact against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue statements or
omissions of necessary facts in the information provided by the undersigned to
such attorney-in fact for purposes of executing, acknowledging, delivering or
filing Forms 3, 4, 5 and Form 144 (including amendments thereto) and agrees to
reimburse the attorney-in-fact on demand for any legal or other expenses
reasonably incurred in connection with investigating or defending against any
such loss, claim, damage, liability or action.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.

Signature: /s/ David H. S. Chung
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Name:     David H. S. Chung
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Date:    January 25, 2023
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