Pathfinder Acquisition Company Declares Postponement of Extraordinary Common Assembly From Wednesday, February 1, 2023 to Friday, February 17, 2023

PALO ALTO, Calif. & SAN JOSE, Calif., January 25, 2023–(BUSINESS WIRE)–Pathfinder Acquisition Company (NASDAQ: PFDR), (“Pathfinder” or the “Firm”), introduced at present that its beforehand introduced extraordinary common assembly (the “Shareholder Assembly”) initially scheduled for Wednesday, February 1, 2023, at 10:00 a.m., Japanese Time, is being postponed to February 17, 2023, at 10:00 a.m., Japanese Time (the “Postponement”).

On the Shareholder Assembly, shareholders will probably be requested to vote on the next proposals: (1) to amend the Firm’s second amended and restated memorandum and articles of affiliation (the “Memorandum and Articles of Affiliation”) to get rid of the requirement that Pathfinder retain no less than $5,000,001 of web tangible property following the redemption of the Firm’s Class A extraordinary shares, par worth $0.0001 per share, issued as a part of the items bought within the Firm’s preliminary public providing (“Public Shares” or “Class A extraordinary shares”), in reference to an preliminary enterprise mixture (such limitation, the “Redemption Limitation”) and to authorize the Firm to redeem Public Shares in quantities that may trigger Pathfinder’s web tangible property to be lower than $5,000,001 (the “Redemption Restrict Elimination Proposal”); (2) to amend the Memorandum and Articles of Affiliation to increase (the “Extension”) the date by which the Firm has to consummate a enterprise mixture from February 19, 2023 to Might 19, 2023 (the “Constitution Extension Date”) and to permit Pathfinder, with out one other shareholder vote, by decision of Pathfinder’s board of administrators, to elect to additional lengthen the Constitution Extension Date by one month, for a complete of 4 months, till June 19, 2023, until the closing of a enterprise mixture has occurred prior thereto (the “Extension Modification Proposal”); and (3) to adjourn the Shareholder Assembly to a later date or dates, if vital, to allow additional solicitation and vote of proxies if, primarily based upon the tabulated vote on the time of the Shareholder Assembly, there are inadequate Class A extraordinary shares and Class B extraordinary shares, par worth $0.0001 per share (the “Class B extraordinary shares”), within the capital of the Firm represented (both in particular person or by proxy) to represent a quorum essential to conduct enterprise on the Shareholder Assembly to approve the Redemption Restrict Elimination Proposal or the Extension Modification Proposal.

Because of this Postponement, the Shareholder Assembly will now be held at 10:00 a.m., Japanese Time, on February 17, 2023. The Shareholder Assembly will nonetheless be held on the places of work of Kirkland & Ellis LLP at 609 Principal Road, Suite 4700, Houston, Texas 77002 and nearly through stay webcast at https://www.cstproxy.com/pathfinderacquisition/2023. Additionally, on account of this modification, the Firm has prolonged the deadline for supply of redemption requests from the Firm’s shareholders from 5:00 p.m., Japanese Time, on January 30, 2023, to five:00 p.m., Japanese Time, on February 15, 2023.

Shareholders who want to withdraw their beforehand submitted redemption request might accomplish that previous to the postponed Shareholder Assembly by requesting that the Firm’s switch agent return such shares by 5:00 p.m. Japanese Time on February 15, 2023. If any such shareholders have questions or want help in reference to the Shareholder Assembly, please contact the Firm’s proxy solicitor, Morrow Sodali LLC, by calling (800) 662-5200, or banks and brokers can name acquire at (203) 658-9400, or by emailing [email protected].

The Firm plans to proceed to solicit proxies from shareholders throughout the interval previous to the Shareholder Assembly. Solely holders of document of Class A extraordinary shares and Class B extraordinary shares as of the shut of enterprise on January 10, 2023, the document date for the Shareholder Assembly are entitled to vote on the Shareholder Assembly or any adjournment thereof.

No Provide or Solicitation

This communication shall not represent a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Redemption Restrict Elimination Proposal or the Extension Modification Proposal. This communication shall additionally not represent a proposal to promote or the solicitation of a proposal to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions by which such supply, solicitation or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by way of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contributors within the Solicitation

Pathfinder its administrators and sure of its respective government officers and different members of administration and workers could also be thought of members within the solicitation of proxies with respect to the Extension. Details about the administrators and government officers of Pathfinder is about forth in its Annual Report on Kind 10-Ok for the fiscal yr ended December 31, 2021. Further data relating to the individuals who might, beneath the principles of the Securities and Change Fee (“SEC”), be deemed members within the proxy solicitation of the shareholders of Pathfinder and an outline of their direct and oblique pursuits are contained within the definitive proxy assertion referring to the Shareholder Assembly (the “Definitive Proxy Assertion”).

Further Info and The place To Discover It

On January 11, 2023, the Firm filed the Definitive Proxy Assertion with the SEC in reference to its solicitation of proxies for the Shareholder Assembly. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Buyers and safety holders will be capable of receive free copies of the Definitive Proxy Assertion (together with any amendments or dietary supplements thereto) and different paperwork filed with the SEC via the website online maintained by the SEC at www.sec.gov or by directing a request to: Pathfinder at 1950 College Avenue, Suite 350, Palo Alto, CA 94303.

Cautionary Assertion Relating to Ahead Trying Statements

This communication consists of “forward-looking statements” throughout the which means of the secure harbor provisions of the US Personal Securities Litigation Reform Act of 1995. Sure of those forward-looking statements will be recognized by way of phrases akin to “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “might,” “ought to,” “will,” “seeks,” or different related expressions. Such statements might embrace, however are usually not restricted to, statements relating to the date of the Shareholder Assembly. These statements are primarily based on present expectations on the date of this communication and contain quite a few dangers and uncertainties which will trigger precise outcomes to vary considerably. The Firm doesn’t assume any obligation to replace or revise any such forward-looking statements, whether or not as the results of new developments or in any other case. Readers are cautioned to not put undue reliance on forward-looking statements.

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Contacts

Thomas Faust
[email protected]
646-502-3513