4//SEC Filing
Industry Ventures Tech Buyout, LP 4
Accession 0000899243-23-004776
CIK 0001839132other
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 5:25 PM ET
Size
22.5 KB
Accession
0000899243-23-004776
Insider Transaction Report
Form 4
ARROWHEAD HOLDINGS, LLC / NEW
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2023-02-10+4,025,000→ 4,025,000 total(indirect: See footnotes) - Disposition to Issuer
Class B Ordinary Shares
2023-02-10−4,025,000→ 0 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Award
Warrants
2023-02-10−4,125,000→ 4,125,000 total(indirect: See footnotes)→ Common Stock (4,125,000 underlying) - Exercise/Conversion
Class B Ordinary Shares
2023-02-10−4,025,000→ 4,025,000 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying)
Industry Ventures Tech Buyout, LP
10% Owner
Transactions
- Exercise/Conversion
Class B Ordinary Shares
2023-02-10−4,025,000→ 4,025,000 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Disposition to Issuer
Class B Ordinary Shares
2023-02-10−4,025,000→ 0 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Award
Warrants
2023-02-10−4,125,000→ 4,125,000 total(indirect: See footnotes)→ Common Stock (4,125,000 underlying) - Exercise/Conversion
Common Stock
2023-02-10+4,025,000→ 4,025,000 total(indirect: See footnotes)
IV TECH BUYOUT GP, LLC
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2023-02-10+4,025,000→ 4,025,000 total(indirect: See footnotes) - Exercise/Conversion
Class B Ordinary Shares
2023-02-10−4,025,000→ 4,025,000 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Disposition to Issuer
Class B Ordinary Shares
2023-02-10−4,025,000→ 0 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Award
Warrants
2023-02-10−4,125,000→ 4,125,000 total(indirect: See footnotes)→ Common Stock (4,125,000 underlying)
HGGC PATHFINDER HOLDINGS I, LLC
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2023-02-10+4,025,000→ 4,025,000 total(indirect: See footnotes) - Exercise/Conversion
Class B Ordinary Shares
2023-02-10−4,025,000→ 4,025,000 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Disposition to Issuer
Class B Ordinary Shares
2023-02-10−4,025,000→ 0 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Award
Warrants
2023-02-10−4,125,000→ 4,125,000 total(indirect: See footnotes)→ Common Stock (4,125,000 underlying)
Pathfinder Acquisition LLC
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2023-02-10+4,025,000→ 4,025,000 total(indirect: See footnotes) - Exercise/Conversion
Class B Ordinary Shares
2023-02-10−4,025,000→ 4,025,000 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Disposition to Issuer
Class B Ordinary Shares
2023-02-10−4,025,000→ 0 total(indirect: See footnotes)→ Common Stock (4,025,000 underlying) - Award
Warrants
2023-02-10−4,125,000→ 4,125,000 total(indirect: See footnotes)→ Common Stock (4,125,000 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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 ("Tech Buyout") has the power to appoint two members to the board of managers of the Sponsor, IV Tech Buyout GP, LLC ("Tech Buyout GP") is the general partner of Tech Buyout and has the power to direct the affairs of Tech Buyout.
- [F4](continued from footnote 3) Accordingly, each of HGGC Holdings, Arrowhead, Tech Buyout and Tech Buyout GP may be deemed to share dispositive power over the securities held by the Sponsor, and thus, may be deemed to be the beneficial owners of these securities. Each of HGGC Holdings, Arrowhead, Tech Buyout and Tech Buyout GP disclaims beneficial ownership of any securities held by the Sponsor except to the extent of such entity's 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.
- [F5]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.
Documents
Issuer
Movella Holdings Inc.
CIK 0001839132
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001750697
Filing Metadata
- Form type
- 4
- Filed
- Feb 12, 7:00 PM ET
- Accepted
- Feb 13, 5:25 PM ET
- Size
- 22.5 KB