CPAR / Catalyst Partners Acquisition Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

KYG195501054 / CATALYST PARTNERS ACQUISITION CORP A / ARISTEIA CAPITAL LLC Passive Investment

KYG195501054 / CATALYST PARTNERS ACQUISITION CORP A / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 cpar20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Catalyst Partners Acquisition Corporation (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G19550105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

KYG195501054 / CATALYST PARTNERS ACQUISITION CORP A / HGC Investment Management Inc. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Catalyst Partners Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) G19550105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 tm235997d11512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40419 CATALYST PARTNERS ACQUISITION

KYG195501054 / CATALYST PARTNERS ACQUISITION CORP A / CAT Sponsor LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Catalyst Partners Acquisition Corp. (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G19550105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule

Amendment to the Investment Management Trust Agreement, dated January 31, 2023, by and between Catalyst Partners Acquisition Corp. and Continental Stock Transfer & Trust Company

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of January 31, 2023, is made by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Trustee”), and amends that c

Amendment to the Amended and Restated Memorandum and Articles of Association of the Company

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CATALYST PARTNERS ACQUISITION CORP. (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution that, conditional upon the Company having net tangible assets of at least $5,000,001 after giving effect to any share redemptions in connection with this resolution pursuant t

Catalyst Partners Acquisition Corp. Announces Liquidation

Exhibit 99.1 Catalyst Partners Acquisition Corp. Announces Liquidation January 31, 2023 – Cambridge, MA – Catalyst Partners Acquisition Corp. (the “Company”) announced today that, due to its anticipated inability to consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association, the Company intends to dissolve and liqui

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): January 31, 2023 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40419 98-1583476 (State or other jurisdiction of incorpo

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 January 11, 2023

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 January 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Attention: Victor Rivera Melendez, Jeffrey Gabor RE: Catalyst Partners Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed Dec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 tm2233184-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2022 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40419 98-1583476 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Registrant’s Securities.*

Exhibit 4.5 DESCRIPTION OF SECURITIES General ? We are a Cayman Islands exempted company and our affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association we are authorized to issue 400,000,000 Class A ordinary shares and 40,000,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.0001 par value per share, of Catalyst Partners Acquisition Corp., and further agree th

KYG195501054 / CATALYST PARTNERS ACQUISITION CORP A / CAT Sponsor LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Catalyst Partners Acquisition Corp. (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G19550105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSIT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40419 98-1583476 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Catalyst Partners Acquisition Co

Indemnity Agreement, dated as of August 19, 2021, between the Company and Paul Fielding.

Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of August 19, 2021, by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Paul Fielding (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacitie

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2021 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40419 98-1583476 (State or other jurisdiction of

Letter Agreement, dated as of August 19, 2021, between the Company and Paul Fielding.

Exhibit 10.1 Execution Version August 19, 2021 Catalyst Partners Acquisition Corp. 20 University Road Fourth Floor Cambridge, Massachusetts 02138 Re: COO Appointment Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in connection with your appointment as Chief Operating Officer of Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Catalyst Partners Acquisition Corp. (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2021 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40419 98-1583476 (State or other jurisdiction of inc

Catalyst Partners Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing July 8, 2021

Exhibit 99.1 Catalyst Partners Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing July 8, 2021 San Francisco ? July 7, 2021 ? Catalyst Partners Acquisition Corp. (Nasdaq: CPARU) (the ?Company?) today announced that, commencing July 8, 2021, holders of the units sold in the Company?s initial public offering of 34,360,391 units (including 4,360,39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CATALYST PARTNERS ACQUISITION CORP. BALANCE SHEET

Exhibit 99.1 CATALYST PARTNERS ACQUISITION CORP. BALANCE SHEET May 20, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets: Current assets: Cash $ 5,919,029 $ 872,078 (b) $ 5,919,029 (872,078 )(c) Prepaid expenses 26,800 - 26,800 Total current assets 5,945,829 - 5,945,829 Cash held in Trust Account 300,000,000 43,603,910 (a) 343,603,910 Total Assets $ 305,945,829 $ 43,603,910 $ 3

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40419 98-1583476 (State or other jurisdiction of inc

CATALYST PARTNERS ACQUISITION CORP.

Exhibit 99.1 CATALYST PARTNERS ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of May 20, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Catalyst Partners Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance she

Financial Statements and Exhibits, Other Events

8-K 1 tm2117378d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40419 98-1583476 (S

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company(1)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of May 17, 2021 by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration state

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40419 98-1583476 (State or other jurisdiction of inc

Letter Agreement among the Company, the Sponsor, the Foundation and the Company’s officers and directors(1)

Exhibit 10.4 May 17, 2021 Catalyst Partners Acquisition Corp. 20 University Road Fourth Floor Cambridge, Massachusetts 02138 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Catalyst Partners Acquisition Corp., a Cayman Isla

Underwriting Agreement between the Company and Goldman Sachs & Co. LLC

Exhibit 1.1 30,000,000 Units Catalyst Partners Acquisition Corp. UNDERWRITING AGREEMENT Goldman Sachs & Co. LLC May 17, 2021 200 West Street New York, New York 10282 As Representative of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Catalyst Partners Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands

Private Placement Warrants Purchase Agreement between the Company and the Sponsor(1)

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of May 17, 2021, is entered into by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and CAT Sponsor LLC, a Delaware limited

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company(1)

Exhibit 4.1 WARRANT AGREEMENT between CATALYST PARTNERS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated May 17, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated May 17, 2021, is by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, a

Registration and Shareholder Rights Agreement between the Company, the Sponsor, the Foundation and certain directors and officers of the Company(1)

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of May 17, 2021, is made and entered into by and among Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), CAT Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Catalyst Partners Foundation, a charitable foun

Amended and Restated Memorandum and Articles of Association(1)

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CATALYST PARTNERS ACQUISITION CORP. (adopted by special resolution dated 17 May 2021 and effective on 17 May 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CA

Administrative Services Agreement between the Company and the Sponsor(1)

Exhibit 10.5 CATALYST PARTNERS ACQUISITION CORP. 20 University Road Fourth Floor Cambridge, MA 02138 May 17, 2021 CAT Sponsor LLC 20 University Road Fourth Floor Cambridge, MA 02138 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Catalyst Partners Acquisition Corp. (the ?Company?) and CAT Sponsor LLC (?Sponsor?), dated as of the date hereof, will co

PRELIMINARY PROSPECTUS Catalyst Partners Acquisition Corp. 30,000,000 units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-254131 PRELIMINARY PROSPECTUS $300,000,000 Catalyst Partners Acquisition Corp. 30,000,000 units Catalyst Partners Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar bus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CATALYST PARTNERS ACQUISITION CORP. (Exact Name

8-A12B 1 tm218120d98a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CATALYST PARTNERS ACQUISITION CORP. (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1583476 (State or other jurisdiction of incorporatio

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 May 13, 2021

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 May 13, 2021 VIA EDGAR Kim McManus U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Catalyst Partners Acquisition Corp. Registration Statement on Form S-1 File No. 333-254131 Dear Ms. McManus: Reference is made to our letter, filed as corresp

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 May 13, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Catalyst Partners Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-254131) Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 May 13, 2021

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 May 13, 2021 VIA EDGAR Kim McManus U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Catalyst Partners Acquisition Corp. Registration Statement on Form S-1 File No. 333-254131 Dear Ms. McManus: Pursuant to Rule 461 under the Securities Act of

[Signature Page Follows]

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 May 13, 2021 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Catalyst Partners Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-254131) Ladies and Gentlemen: In accordance with Rule 461 of the General Rules a

[Signature Page Follows]

CORRESP 1 filename1.htm Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 May 10, 2021 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Catalyst Partners Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-254131) Ladies and Gentlemen: In accordance with Rule 46

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 May 10, 2021

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 May 10, 2021 VIA EDGAR Kim McManus U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Catalyst Partners Acquisition Corp. Registration Statement on Form S-1 File No. 333-254131 Dear Ms. McManus: Pursuant to Rule 461 under the Securities Act of

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

Exhibit 10.8 CATALYST PARTNERS ACQUISITION CORP. 20 University Road Fourth Floor Cambridge, MA 02138 [?], 2021 CAT Sponsor LLC 20 University Road Fourth Floor Cambridge, MA 02138 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Catalyst Partners Acquisition Corp. (the ?Company?) and CAT Sponsor LLC (?Sponsor?), dated as of the date hereof, will confi

Specimen Class A Ordinary Share Certificate.*

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES CATALYST PARTNERS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF CATALYST PARTNERS ACQUISITION CORP. (THE ?COMP

Form of Indemnity Agreement.*

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [ ], 2021, by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they ar

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), CAT Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Catalyst Partners Foundation, a charitable foundat

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138

Catalyst Partners Acquisition Corp. 20 University Road, Fourth Floor Cambridge, MA 02138 May 3, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Re: Catalyst Partners Acquisition Corp. Form S-1 filed March 11, 2021 File No. 333- 254131 Ladies and Gentlemen: On behalf of Catalyst Partners Acq

Specimen Warrant Certificate.*

EX-4.3 6 tm218120d4ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Catalyst Partners Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assi

Specimen Unit Certificate.*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS Catalyst Partners Acquisition Corp. NUMBER UNITS U- CUSP[ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordi

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CATALYST PARTNERS ACQUISITION CORP. (adopted by special resolution dated [Date] 2021 and effective on [date] 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CA

Consent of Ann Fudge, director nominee.*

Exhibit 99.6 CONSENT OF DIRECTOR NOMINEE Catalyst Partners Acquisition Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents

- S-1/A

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on May 3, 2021 under the Securities Act of 1933, as amended.

Form of Letter Agreement between the Registrant, the initial shareholders and each director and executive officer of the Registrant.*

Exhibit 10.7 [?], 2021 Catalyst Partners Acquisition Corp. 20 University Road Fourth Floor Cambridge, Massachusetts 02138 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Catalyst Partners Acquisition Corp., a Cayman Islands

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between CATALYST PARTNERS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [ ], 2021, is by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warr

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [ ], 2021, is entered into by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and CAT Sponsor LLC, a Delaware limited lia

Form of Underwriting Agreement.*

Exhibit 1.1 30,000,000 Units Catalyst Partners Acquisition Corp. UNDERWRITING AGREEMENT Goldman Sachs & Co. LLC [?],2021 200 West Street New York, New York 10282 As Representative of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Catalyst Partners Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (th

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between Catalyst Partners Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statemen

Consent of David J. Grain, director nominee.

Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Catalyst Partners Acquisition Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents

Promissory Note, dated as of February 24, 2021, between the Company and our sponsor. (2)

Exhibit 10.5 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Paul Sagan, director nominee.

EX-99.4 9 tm218120d2ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Catalyst Partners Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933,

Registration Statement - S-1

S-1 1 tm218120-1s1.htm S-1 TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on March 11, 2021 under the Securities Act of 1933, as amended. No. 333-            SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CATALYST PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its

Consent of Kenneth I. Chenault, director nominee.

EX-99.1 6 tm218120d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Catalyst Partners Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933,

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CATALYST PARTNERS ACQUISITION CORP. THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF CATALYST PARTNERS ACQUISITION CORP. 1 The name of the Company is Catalyst Partners Acquisition Corp. 2 The Registered Offic

Consent of Steven S. Reinemund, director nominee.

EX-99.3 8 tm218120d2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Catalyst Partners Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933,

Consent of Corey E. Thomas, director nominee.

EX-99.5 10 tm218120d2ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE Catalyst Partners Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933,

Securities Subscription Agreement, dated as of February 26, 2021, between the Company, our sponsor and the Foundation. (2)

Exhibit 10.6 Catalyst Partners Acquisition Corp. 20 University Road Cambridge, MA 02138 February 26, 2021 CAT Sponsor LLC 20 University Road Cambridge, MA 02138 Catalyst Partners Foundation 20 University Road Cambridge, MA 02138 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer (i) CAT Sponsor LLC (the ?Sponsor?) has made to subscribe for and purchase 1