Prospector Capital Corp. (“Prospector”) (Nasdaq: PRSRU, PRSR and
PRSRW) previously announced that it will issue, in connection with
the consummation (the “Closing”) of the proposed business
combination (the “Business Combination”) with LeddarTech Inc., a
corporation existing under the laws of Canada (“LeddarTech”), and
LeddarTech Holdings Inc., a company incorporated under the laws of
Canada and a wholly owned subsidiary of LeddarTech, as a dividend,
to each holder on the date of the Closing (the “Closing Date”) of
Class A ordinary shares of Prospector (the “Prospector Class A
Shares”) that were included in the units issued in Prospector’s
initial public offering and were not redeemed, as well as each
holder of units of Prospector (the “Prospector Units”) which
include Prospector Class A Shares that were not redeemed, one
additional Prospector Class A Share for each such Prospector Class
A Share or Prospector Unit held by such shareholder or unitholder
on the Closing Date (such shares, the “Dividend Shares”).
Prospector today announced that its board of directors has set a
new record date for the Prospector Class A Shares as well as for
the Prospector Units for the issuance of the Dividend Shares of
December 21, 2023, the currently anticipated Closing Date,
immediately after giving effect to (i) the redemption of Prospector
Class A Shares previously submitted for redemption and (ii) the
conversion of each Class B ordinary share of Prospector into 0.75
Prospector Class A Shares and 0.25 Prospector Sponsor Non-Voting
Special Shares, a new class of shares in the capital of Prospector
convertible into Prospector Class A Shares, on the same date (the
“Record and Distribution Date”). The issuance of the Dividend
Shares is subject to the consummation of the Business Combination
on the same date. As previously announced, Prospector held an
extraordinary general meeting (the “Extraordinary General Meeting”)
of its shareholders on December 13, 2023 where the shareholders
voted to approve, among other things, the Business Combination. If
the Business Combination is not consummated on December 21, 2023,
the record date will automatically change to be on such later date
on which the Business Combination is consummated, at the time
described above.
The closing of the Business Combination is subject to the
satisfaction of customary closing conditions and is expected to
close as soon as practicable following the Extraordinary General
Meeting.
Additional Information about the Business Combination and
Where to Find It
In connection with the Business Combination, Prospector,
LeddarTech and Newco have prepared, and Newco has filed with the
SEC, the Registration Statement, which includes a proxy
statement/prospectus. Prospector has mailed a definitive proxy
statement/prospectus to its shareholders and will file other
documents regarding the Business Combination with the SEC. This
press release is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other
documents Prospector or Newco may file with the SEC in connection
with the Business Combination. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT,
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS OR
SUPPLEMENTS TO THE REGISTRATION STATEMENT OR DEFINITIVE PROXY
STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY PROSPECTOR OR
NEWCO WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain free copies of
the Registration Statement and other documents filed with the SEC
by Prospector or Newco through the website maintained by the SEC at
www.sec.gov.
Participants in the Solicitation
Prospector, LeddarTech and Newco, and certain of their
respective directors, executive officers and employees, may be
deemed to be participants in the solicitation of proxies in
connection with the Business Combination. Information about the
directors and executive officers of Prospector can be found in the
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on March 31, 2023. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of proxies in connection
with the Business Combination, including a description of their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the Registration Statement and other relevant
materials when they are filed with the SEC. These documents can be
obtained free of charge from the source indicated above.
Caution Concerning Forward Looking Statements
Certain statements contained in this Form 8-K may be considered
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act and Section 21E of the Exchange Act, including
statements regarding the Business Combination involving Prospector,
LeddarTech and Newco, and the ability to consummate the Business
Combination. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as “may,”
“will,” “should,” “would,” “expect,” “anticipate,” “plan,”
“likely”, “believe,” “estimate,” “project,” “intend,” and other
similar expressions among others. Statements that are not
historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are
subject to risks and uncertainties and are not guarantees of future
performance. Actual results could differ materially from those
contained in any forward-looking statement as a result of various
factors, including, without limitation: (i) the risk that the
conditions to the closing of the Business Combination are not
satisfied, including the failure to timely or at all obtain
shareholder approval for the Business Combination or the failure to
timely or at all obtain any required regulatory clearances,
including under the HSR Act or of the Superior Court of Québec;
(ii) uncertainties as to the timing of the consummation of the
Business Combination and the ability of each of Prospector,
LeddarTech and Newco to consummate the Business Combination; (iii)
the possibility that other anticipated benefits of the Business
Combination will not be realized, and the anticipated tax treatment
of the Business Combination; (iv) the occurrence of any event that
could give rise to termination of the Business Combination; (v) the
risk that shareholder litigation in connection with the Business
Combination or other settlements or investigations may affect the
timing or occurrence of the Business Combination or result in
significant costs of defense, indemnification and liability; (vi)
changes in general economic and/or industry specific conditions;
(vii) possible disruptions from the Business Combination that could
harm LeddarTech’s business; (viii) the ability of LeddarTech to
retain, attract and hire key personnel; (ix) potential adverse
reactions or changes to relationships with customers, employees,
suppliers or other parties resulting from the announcement or
completion of the Business Combination; (x) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the Business Combination that could affect
LeddarTech’s financial performance; (xi) legislative, regulatory
and economic developments; (xii) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism, outbreak of war or hostilities and any epidemic,
pandemic or disease outbreak (including COVID-19), as well as
management’s response to any of the aforementioned factors; and
(xiii) other risk factors as detailed from time to time in
Prospector’s reports filed with the SEC, including Prospector’s
Annual Report on Form 10-K, periodic Quarterly Reports on Form
10-Q, periodic Current Reports on Form 8-K and other documents
filed with the SEC. The foregoing list of important factors is not
exhaustive. Neither Prospector nor LeddarTech can give any
assurance that the conditions to the Business Combination will be
satisfied. Except as required by applicable law, neither Prospector
nor LeddarTech undertakes any obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
About Prospector Capital Corp.
Prospector is a special purpose acquisition company formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses with a focus on companies
with advanced and highly differentiated solutions for the
technology sector. The company is led by a team of experienced
investors and executives focused on identifying and investing in
high-growth companies with strong management teams and attractive
market opportunities. Prospector’s securities are traded on Nasdaq
under the ticker symbols “PRSR”, “PRSRU” and “PRSRW”.
About LeddarTech
A global software company founded in 2007 and headquartered in
Quebec City with additional R&D centers in Montreal, Toronto
and Tel Aviv, Israel, LeddarTech develops and provides
comprehensive AI-based low-level sensor fusion and perception
software solutions that enable the deployment of ADAS and
autonomous driving (AD) applications. LeddarTech’s automotive-grade
software applies advanced AI and computer vision algorithms to
generate accurate 3D models of the environment to achieve better
decision making and safer navigation. This high-performance,
scalable, cost-effective technology is available to OEMs and Tier
1-2 suppliers to efficiently implement automotive and off-road
vehicle ADAS solutions.
LeddarTech is responsible for several remote-sensing
innovations, with over 150 patent applications (80 granted) that
enhance ADAS and AD capabilities. Better awareness around the
vehicle is critical in making global mobility safer, more
efficient, sustainable and affordable: this is what drives
LeddarTech to seek to become the most widely adopted sensor fusion
and perception software solution.
Additional information about LeddarTech is accessible at
www.leddartech.com and on LinkedIn, Twitter, Facebook and
YouTube.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Prospector or the
combined entity, a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20231220132441/en/
Investor
Relations: Kevin Hunt ICR Inc. Kevin.Hunt@icrinc.com
MEDIA:Dan Brennan ICR Inc. Dan.Brennan@icrinc.com
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