Stephen M. Smith - Feb 10, 2023 Form 4 Insider Report for Movella Holdings Inc. (MVLA)

Role: Chief Financial Officer
Signature: By: /s/ Dennis Calderon, Attorney-in-fact for Stephen M. Smith
Stock symbol: MVLA
Transactions as of: Feb 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/13/2023, 04:51 PM
Next filing: May 2, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MVLA	Stock Option	Award		+391K			391K	Feb 10, 2023	Common Stock	391K	$3.24	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects securities acquired pursuant to the terms of the Business Combination Agreement, dated as of October 3, 2022 (the "Business Combination Agreement"), entered into by and among Pathfinder Acquisition Corporation (which subsequently changed its name to "Movella Holdings Inc.", the "Issuer"), Motion Merger Sub, Inc. and Movella Inc., pursuant to which the Issuer acquired Movella Inc. (the "Business Combination"). Pursuant to the terms of the Business Combination Agreement, each share of Movella Inc. common stock outstanding and each Movella Inc. option outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.4887409556 shares of Issuer common stock or option, respectively. The Business Combination closed on February 10, 2023 (the "Closing Date").
F2	25% of the option vests on October 4, 2022, with the remaining 75% vesting in equal monthly installments thereafter for 36 months. Option is subject to double-trigger acceleration such that 50% of the unvested portion of the option shall vest upon the holder's involuntary termination for reasons other than cause within the 12 months following a deemed liquidation event.

Content

Reflects securities acquired pursuant to the terms of the Business Combination Agreement, dated as of October 3, 2022 (the "Business Combination Agreement"), entered into by and among Pathfinder Acquisition Corporation (which subsequently changed its name to "Movella Holdings Inc.", the "Issuer"), Motion Merger Sub, Inc. and Movella Inc., pursuant to which the Issuer acquired Movella Inc. (the "Business Combination"). Pursuant to the terms of the Business Combination Agreement, each share of Movella Inc. common stock outstanding and each Movella Inc. option outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.4887409556 shares of Issuer common stock or option, respectively. The Business Combination closed on February 10, 2023 (the "Closing Date").

25% of the option vests on October 4, 2022, with the remaining 75% vesting in equal monthly installments thereafter for 36 months. Option is subject to double-trigger acceleration such that 50% of the unvested portion of the option shall vest upon the holder's involuntary termination for reasons other than cause within the 12 months following a deemed liquidation event.