Document

424B3 1 a2023-q2_10qxmovellainc10xq.htm 424B3 Document

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Filed pursuant to Rule 424(b)(3)

Registration No. 333-271458

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated May 31, 2023)

Movella Holdings Inc.

Up to 23,523,776 shares of common stock

(including shares of common stock issuable upon the exercise of warrants and options)

This prospectus supplement supplements the prospectus dated May 31, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-271458). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 11, 2023 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling stockholders named in the Prospectus or their permitted transferees of up to 23,523,776 shares of our common stock, $0.00001 par value per share (the “common stock”), which includes (i) up to 4,100,000 shares of common stock held by Pathfinder Acquisition LLC (the “Sponsor”) and certain other persons and entities (collectively with the Sponsor, the “Original Holders”) holding shares of common stock initially purchased in a private placement in connection with the initial public offering of Pathfinder Acquisition Corporation (“Pathfinder”); (ii) 4,250,000 shares of common stock issuable upon the exercise of warrants to purchase shares of common stock at an exercise price of $11.50 per share held by the Original Holders; (iii) 6,576,036 shares held by certain affiliates and former affiliates of Movella Inc. (“Legacy Movella”); (iv) 8,500,000 shares of common stock held by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. (collectively, the “FP Purchasers”) as a result of the transfer of 1,000,000 shares from Pathfinder to the FP Purchasers pursuant to that certain Equity Grant Agreement, dated as of November 14, 2022, by and among Pathfinder and the FP Purchasers and the purchase of 7,500,000 shares of common stock by the FP Purchasers from Pathfinder in a private placement in connection with the VLN Facility (as defined in the Prospectus) (the “FP VLN Shares”); and (v) up to 97,740 shares of common stock issuable upon exercise of certain outstanding options to acquire shares of our common stock held by former employees of Legacy Movella. We will not receive any proceeds from the sale of the shares by the selling stockholders pursuant to the Prospectus. We will receive proceeds from the cash exercise of any options and warrants to purchase shares of our common stock and will be entitled to a credit against the VLN Facility in connection with the sale of any FP VLN Shares, as described in the section entitled “Use of Proceeds” in the Prospectus. We are registering the offer and sale of certain of the shares covered by the Prospectus to satisfy registration rights we have granted to the selling stockholders. Our registration of the shares covered by the Prospectus does not mean that the selling stockholders will offer or sell any of the shares. The selling stockholders may sell the shares of common stock covered by the Prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell the shares in the section entitled “Plan of Distribution” in the Prospectus.

Our shares of common stock and warrants to purchase shares of common stock (the “public warrants”) are listed on Nasdaq under the symbols “MVLA” and “MVLAW,” respectively. On August 10, 2023, the closing price of our shares of common stock was $1.09 per share and the closing price for our public warrants was approximately $0.08 per warrant. We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under the federal securities laws and, as such, have elected to comply with certain reduced public company disclosure and reporting requirements.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

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___________________________________________________________________________________________

See the section entitled “Risk Factors” beginning on page 15 of the Prospectus and in the documents incorporated by reference in the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 11, 2023.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-04321

____________________________

Movella Holdings Inc.

(Exact name of registrant as specified in its charter)

____________________________


Delaware			98-1575384
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Suite 110, 3535 Executive Terminal Drive Henderson, NV			89052
(Address of Principal Executive Offices)			(Zip Code)

____________________________

(725) 238-5682

Registrant's telephone number, including area code

N/A

___________________________________________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an "emerging growth company". See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

The registrant had outstanding 50,907,431 shares of common stock as of August 9, 2023.

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		Page
Part I - Financial Information
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	49
Part II - Other Information
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 6.	Exhibits	51
Signatures		53

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Part I - Financial Information

Item 1. Financial Statements

MOVELLA HOLDINGS INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)


	As of June 30, 2023		As of December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	51,008	$	14,334
Accounts receivable, net of allowance for credit losses of $721 and $144 at June 30, 2023 and December 31, 2022	5,517		6,690
Inventories	6,348		5,164
Prepaid expenses and other current assets	5,404		3,274
Total current assets	68,277		29,462
Property and equipment, net	2,692		2,361
Goodwill	37,238		36,381
Intangible assets, net	2,216		5,807
Non-marketable equity securities	25,292		25,285
Capitalized equity issuance costs and other assets	1,668		4,265
Deferred tax assets	—		86
Right-of-use assets	3,134		3,281
Total assets	$	140,517	$	106,928
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	2,428	$	5,967
Accrued expenses and other current liabilities	6,428		7,944
Current portion of long-term debt	141		148
Current portion of deferred revenue	3,053		3,334
Payable to Kinduct sellers – current	—		4,303
Total current liabilities	12,050		21,696
Long-term portion of term debt	50,458		25,649
Convertible notes, net – related party (Note 12)	—		6,186
Warrant liabilities	1,225		—
Deferred revenue, net of current portion	1,331		1,344
Deferred tax liabilities, net	68		—
Operating lease liabilities and other non-current liabilities	2,934		3,088
Total liabilities	68,066		57,963
Commitments and contingencies (Note 13)
Mezzanine equity

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MOVELLA HOLDINGS INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)


	As of June 30, 2023		As of December 31, 2022
Redeemable convertible preferred stock, $0.00001 par value. 0 shares authorized, issued, and outstanding at June 30, 2023; 3,207,472 shares authorized, issued and outstanding as of December 31, 2022; liquidation preference of $30,000 as of December 31, 2022	—		41,991
Non-redeemable convertible preferred stock, $0.00001 par value. 20,000,000 shares authorized, 0 shares issued, and outstanding at June 30, 2023; 29,524,294 shares authorized and 24,338,566 shares issued and outstanding as of December 31, 2022; liquidation preference of $146,548 as of December 31, 2022	—		143,192
Total mezzanine equity	—		185,183
Stockholders’ equity (deficit)
Common stock, $0.00001 par value. 900,000,000 shares authorized, 50,907,431 shares issued and outstanding at June 30, 2023; 46,430,391 shares authorized, 6,231,947 shares issued and outstanding at December 31, 2022	1		1
Additional paid-in capital	211,914		692
Accumulated other comprehensive loss	(561)		(1,646)
Accumulated deficit	(140,039)		(142,016)
Total Movella stockholders’ equity (deficit)	71,315		(142,969)
Non-controlling interest in subsidiaries	1,136		6,751
Total stockholders’ equity (deficit)	72,451		(136,218)
Total liabilities, mezzanine equity and stockholders’ equity	$	140,517	$	106,928

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MOVELLA HOLDINGS INC.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
							Restated
Revenues
Product	$	6,550	$	7,064	$	14,209	$	15,164
Service	1,809		1,513		3,317		2,921
Total revenues	8,359		8,577		17,526		18,085
Cost of revenues
Product	2,971		3,184		5,332		6,773
Service	944		1,137		2,154		2,250
Total cost of revenues	3,915		4,321		7,486		9,023
Gross profit	4,444		4,256		10,040		9,062
Operating expenses
Research and development	2,203		4,273		5,107		7,809
Sales and marketing	3,785		3,660		7,265		7,100
General and administrative	6,192		3,140		10,149		6,477
Impairment of intangible assets	—		—		4,657		—
Total operating expenses	12,180		11,073		27,178		21,386
Loss from operations	(7,736)		(6,817)		(17,138)		(12,324)
Other income (expense)
Loss on debt extinguishment	—		—		(107)		—
Change in fair value of warrant liabilities	288		—		1,678		—
Debt issuance costs	—		—		(7,945)		—
Revaluation of debt, net	(7,292)		—		24,576		—
Interest expense	(8)		(655)		(180)		(1,055)
Interest income	623		2		879		6
Other income, net	149		65		34		148
Income (loss) before income taxes	(13,976)		(7,405)		1,797		(13,225)
Income tax expense (benefit)	71		(337)		129		(322)
Net income (loss)	(14,047)		(7,068)		1,668		(12,903)
Net loss attributable to non-controlling interests	(188)		(184)		(309)		(423)
Net income (loss) attributable to Movella Holdings Inc.	(13,859)		(6,884)		1,977		(12,480)
Deemed dividend from accretion of Series D-1 preferred stock	—		(670)		(316)		(1,329)
Net income (loss) attributable to common stockholders	$	(13,859)	$	(7,554)	$	1,661	$	(13,809)

Earnings (loss) per share attributable to common stockholders
Basic	$	(0.27)	$	(1.48)	$	0.04	$	(2.87)
Diluted	$	(0.27)	$	(1.48)	$	0.04	$	(2.87)
Weighted average shares used in computing earnings (loss) per share attributable to common stockholders
Basic	50,876,842		5,098,463		40,710,849		4,815,575
Diluted	50,876,842		5,098,463		41,755,785		4,815,575

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MOVELLA HOLDINGS INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	(14,047)	$	(7,068)	$	1,668	$	(12,903)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of tax	512		(1,665)		772		(1,645)
Release of cumulative foreign currency translation adjustments as a result of the partial disposition of QDJV	313		—		313		—
Comprehensive income (loss)	(13,222)		(8,733)		2,753		(14,548)
Comprehensive loss attributable to non-controlling interests	(188)		(184)		(309)		(423)
Comprehensive income (loss) attributable to Movella Holdings Inc.	$	(13,034)	$	(8,549)	$	3,062	$	(14,125)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MOVELLA HOLDINGS INC.

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

(In thousands, except share data)

(Unaudited)


	Redeemable convertible preferred stock			Non-redeemable convertible preferred stock			Common stock
	Shares	Amount		Shares	Amount		Shares	Amount		Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Non-controlling interests		Total
Balance, March 31, 2022	6,562,724	$	39,966	49,792,827	$	143,192	9,364,591	$	1	$	—	$	1,451	$	(115,438)	$	7,144	$	(106,842)
Retroactive conversion of shares due to Business Combination	(3,355,252)	—		(25,457,033)	—		(4,787,732)	—		—		—		—		—		—
Balance at March 31, 2022, as converted	3,207,472	39,966		24,335,794	143,192		4,576,859	1		—		1,451		(115,438)		7,144		(106,842)
Stock-based compensation expense	—	—		—	—		—	—		335		—		—		—		335
Accretion of Series D-1 convertible preferred stock	—	670		—	—		—	—		(911)		—		241		—		(670)
Issuance of common stock for exercise of options	—	—		—	—		1,567,587	—		1,404		—		—		—		1,404
Foreign currency translation adjustment	—	—		—	—		—	—		—		(1,665)		—		—		(1,665)
Net loss	—	—		—	—		—	—		—		—		(6,884)		(184)		(7,068)
Balance, June 30, 2022	3,207,472	40,636		24,335,794	143,192		6,144,446	1		828		(214)		(122,081)		6,960		(114,506)

Balance, March 31, 2023	—	—		—	—		50,693,308	1		206,428		(1,386)		(126,180)		6,630		85,493
Stock-based compensation expense	—	—		—	—		—	—		493		—		—		—		493
Issuance of common stock in connection with Business Combination Agreement, net of redemptions and transaction costs	—	—		—	—		214,123	—		—		—		—		—		—
Partial disposition of interest in QDJV	—	—		—	—		—	—		4,993		313		—		(5,306)		—
Foreign currency translation adjustment	—	—		—	—		—	—		—		512		—		—		512
Net loss	—	—		—	—		—	—		—		—		(13,859)		(188)		(14,047)
Balance, June 30, 2023	—	$	—	—	$	—	50,907,431	$	1	$	211,914	$	(561)	$	(140,039)	$	1,136	$	72,451

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MOVELLA HOLDINGS INC.

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

(In thousands, except share data)

(Unaudited)


	Redeemable convertible preferred stock			Non-redeemable convertible preferred stock			Common stock
	Shares	Amount		Shares	Amount		Shares	Amount		Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Non-controlling interests		Total
Balance, December 31, 2021	6,562,724	$	39,307	49,792,827	$	143,192	9,184,092	$	1	$	—	$	1,431	$	(109,601)	$	7,383	$	(100,786)
Retroactive conversion of shares due to Business Combination	(3,355,252)	—		(25,457,033)	—		(4,695,450)	—		—		—		—		—		—
Balance at December 31, 2021, as converted	3,207,472	39,307		24,335,794	143,192		4,488,642	1		—		1,431		(109,601)		7,383		(100,786)
Stock-based compensation expense	—	—		—	—		—	—		648		—		—		—		648
Accretion of Series D-1 convertible preferred stock	—	1,329		—	—		—	—		(1,329)		—		—		—		(1,329)
Issuance of common stock for exercise of options	—	—		—	—		1,655,804	—		1,491		—		—		—		1,491
Issuance of common stock warrants to Eastward	—	—		—	—		—	—		18		—		—		—		18
Foreign currency translation adjustment	—	—		—	—		—	—		—		(1,645)		—		—		(1,645)
Net loss	—	—		—	—		—	—		—		—		(12,480)		(423)		(12,903)
Balance, June 30, 2022	3,207,472	40,636		24,335,794	143,192		6,144,446	1		828		(214)		(122,081)		6,960		(114,506)

Balance, December 31, 2022	6,562,724	41,991		49,798,500	143,192		12,751,023	1		692		(1,646)		(142,016)		6,751		(136,218)
Retroactive conversion of shares due to Business Combination	(3,355,252)	—		(25,459,934)	—		(6,519,076)	—		—		—		—		—		—
Balance at December 31, 2022, as converted	3,207,472	41,991		24,338,566	143,192		6,231,947	1		692		(1,646)		(142,016)		6,751		(136,218)
Stock-based compensation expense	—	—		—	—		—	—		1,157		—		—		—		1,157
Accretion of Series D-1 convertible preferred stock prior to close of Business Combination Agreement	—	316		—	—		—	—		(316)		—		—		—		(316)
Issuance of common stock for exercise of options prior to close of Business Combination Agreement	—	—		—	—		3,970	—		10		—		—		—		10
Issuance of common stock upon conversion of Preferred stock	(3,207,472)	(42,307)		(24,338,566)	(143,192)		27,583,963	—		185,499		—		—		—

SEC Form 424B3 filed by Pathfinder Acquisition Corporation