0001839132 false 0001839132 2023-03-24 2023-03-24 0001839132 us-gaap:CommonStockMember 2023-03-24 2023-03-24 0001839132 us-gaap:WarrantMember 2023-03-24 2023-03-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 24, 2023

 

 

Movella Holdings Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40074   98-1575384

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Suite 110, 3535 Executive Terminal Drive Henderson, NV   89052
(Address of principal executive offices)   (Zip Code)

(310) 481-1800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common stock, $.00001 par value per share   MVLA   The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50   MVLAW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

In connection with the consummation of the initial public offering of Movella Holdings, Inc. (formerly known as Pathfinder Acquisition Corporation) (the “Company”) in February 2021, the Company incurred approximately $11.4 million in deferred underwriting commissions. On September 27, 2022, Deutsche Bank Securities, Inc. irrevocably waived its rights to the deferred underwriting commissions in the amount of approximately $6.3 million due under the underwriting agreement in connection with the initial public offering. The Company recognized the waiver as a settlement, with a resulting non-operating gain recognized in its statement of operations for the three and nine months ended September 30, 2022. Upon subsequent review and analysis, management concluded that the Company should have recognized the extinguishment of the contingent liability as a credit to shareholders’ deficit.

On March 24, 2023, the Company’s management concluded that the Company’s previously issued unaudited financial statements for the three and nine months ended September 30, 2022 on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022 should no longer be relied upon and that it is appropriate to restate the financial statements included in the Form 10-Q. As a result, the Company will reflect the necessary adjustments in its audited financial statements for the year ended December 31, 2022 on Form 10-K to be filed with the SEC.

The Company’s management has discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.

 

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 29, 2023

 

Movella Holdings Inc.
By:  

/s/ Stephen Smith

Name:   Stephen Smith
Title:   Chief Financial Officer

 

3

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