Current Report Filing (8-k)
March 29 2023 - 08:14AM
Edgar (US Regulatory)
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)
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Delaware |
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001-40074 |
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98-1575384 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Suite 110, 3535 Executive Terminal
Drive Henderson, NV |
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89052 |
(Address of principal executive
offices) |
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(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)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, $.00001 par value per share |
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MVLA |
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The
Nasdaq Stock Market LLC |
Warrants, each warrant exercisable for one share of common stock at
an exercise price of $11.50 |
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MVLAW |
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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.
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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
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Movella Holdings Inc. |
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By: |
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/s/ Stephen Smith
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Name: |
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Stephen Smith |
Title: |
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Chief Financial Officer |
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