PRSRU Prospector Capital Corporation

 

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): December 21, 2023

 

PROSPECTOR CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-39854		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1250 Prospect Street, Suite 200

La Jolla, California 92037

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (858) 449-9643

 

Not Applicable

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	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
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant		PRSRU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		PRSR		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		PRSRW		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. ☐

 

 

 

Introductory Note.

 

As previously disclosed, on June 12, 2023, Prospector Capital Corp., a Cayman Islands exempted company (“Prospector”), entered into a Business Combination Agreement, as amended as of September 25, 2023 (the “BCA”), 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 (“Newco”).

 

On December 21, 2023, as contemplated in the BCA, Prospector, LeddarTech and Newco completed a series of transactions:

 

●

LeddarTech completed the final tranche of a financing transaction pursuant to which it received, in the aggregate across all tranches, gross proceeds of approximately US$44.0 million (as more fully described in Newco’s registration statement on Form F-4 (File No. 333-275381), the “PIPE Financing”);

 

●

Prospector continued as a corporation existing under the laws of Canada (the “Continuance” and Prospector as so continued, “Prospector Canada”);

 

●

Prospector Canada and Newco amalgamated (the “Prospector Amalgamation” and Prospector Canada and Newco as so amalgamated, “Amalco”);

 

●

the preferred shares of LeddarTech converted into common shares of LeddarTech and, on the terms and subject to the conditions set forth in a plan of arrangement (the “Plan of Arrangement”), Amalco acquired all of the issued and outstanding common shares of LeddarTech from LeddarTech’s shareholders in exchange for common shares of Amalco having an aggregate equity value of $200 million (valued at $10.00 per share) plus an amount equal to the aggregate exercise price of LeddarTech’s outstanding “in the money” options immediately prior to the Prospector Amalgamation (the “Share Exchange”) plus additional Amalco “earnout” shares (with the terms set forth in the BCA);

 

●

LeddarTech and Amalco amalgamated (the “Company Amalgamation” and LeddarTech and Amalco as so amalgamated, the “Surviving Company”); and

 

●

in connection with the Company Amalgamation, the securities of Amalco converted into an equivalent number of corresponding securities in the Surviving Company (other than as described in the BCA with respect to the Prospector Class B ordinary shares) and each of LeddarTech’s equity awards (other than options to purchase LeddarTech’s class M shares) were cancelled for no compensation or consideration and LeddarTech’s equity plans were terminated (and the options to purchase LeddarTech’s class M shares became options to purchase common shares of the Surviving Company (the “Surviving Company Common Shares”)).

 

The Continuance, the Prospector Amalgamation, the Share Exchange, the Company Amalgamation and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination”.

 

On December 21, 2023 (the “Closing Date”), an aggregate of 855,440 Prospector Class A ordinary shares, par value $0.0001 per share (the “Prospector Class A Shares”), representing approximately 39% of the total Prospector Class A Shares then outstanding, exercised their right to redeem those shares for approximately $10.91 per share, or a total of approximately $9.3 million paid from Prospector’s trust account (the “SPAC Redemptions”) in accordance with the terms of Prospector’s amended and restated memorandum and articles of association, as amended. Following the SPAC Redemption, as part of a series of related steps in connection with the consummation of the Business Combination, Prospector distributed 1,338,616 Prospector Class A Shares (the “Dividend Shares”) to the holders on the Closing Date of the 1,338,616 Prospector Class A Shares that were not redeemed in connection with the Business Combination. Such distribution was not made with respect to any other Prospector or LeddarTech shares issued and outstanding prior to or upon consummation of the Business Combination.

 

 

On the Closing Date, the following securities issuances were made by the Surviving Company to Prospector’s securityholders following the SPAC Redemptions and in connection with the distribution of the Dividend Shares: (i) each outstanding Prospector Class A Share was exchanged for one Surviving Company Share, (ii) each outstanding non-voting special share of Prospector, a new class of shares in the capital of Prospector convertible into Prospector Class A Shares, was exchanged for one non-voting special share of the Surviving Company and (iii) each outstanding warrant of Prospector (the “Prospector Warrants”), which includes 965,749 Prospector Warrants that were issued upon conversion of the amount accrued under Prospector’s convertible note with the Sponsor to finance Prospector’s transaction costs in connection with its initial business combination, was assumed by the Surviving Company and became a warrant of the Surviving Company (“Surviving Company Warrant”).

 

On the Closing Date, following the SPAC Redemptions and the foregoing issuances, LeddarTech’s shareholders immediately prior to the consummation of the Business Combination, including investors in the PIPE Financing, received Surviving Company Common Shares pursuant to the BCA representing approximately 69.5% of the Surviving Company Common Shares outstanding immediately following the consummation of the Business Combination.

 

The description of the BCA contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the BCA, which was filed as Exhibit 2.1 to Prospector’s Current Report on Form 8-K filed on June 14, 2023, and the amendment to the BCA, which was filed as Exhibit 2.1 to Prospector’s Current Report on Form 8-K filed on September 28, 2023, which are incorporated by reference herein.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

On the Closing Date, Prospector, the Surviving Company and Continental Stock Transfer & Trust Company (“Continental”) entered into that certain Warrant Assignment, Assumption and Amendment Agreement (the “Warrant Agreement Amendment”). The Warrant Agreement Amendment amends that certain Warrant Agreement, dated as of January 7, 2021, by and between Prospector and Continental (the “Existing Warrant Agreement,” and, as amended by the Warrant Agreement Amendment, the “New Warrant Agreement”), to provide for the assignment by Prospector of all its rights, title and interest in the Prospector Warrants to the Surviving Company. Pursuant to the New Warrant Agreement, all Prospector Warrants under the Existing Warrant Agreement will no longer be exercisable for Prospector Class A Shares, but instead became exercisable for Surviving Company Common Shares immediately following the consummation of the Business Combination.

 

The foregoing description of the New Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Warrant Agreement Amendment and the Existing Warrant Agreement, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Prospector terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of January 7, 2021, between Prospector and Continental, pursuant to which Continental invested the proceeds of Prospector’s initial public offering in a trust account and facilitated the SPAC Redemptions; (ii) that certain Administrative Support Agreement, dated as of January 7, 2021, between Prospector and Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor provided office space, utilities, and secretarial and administrative support to Prospector for a fee of $10,000 per month; and (iii) the Letter Agreement, dated as of January 7, 2021, made in favor of Prospector by each officer and director of Prospector and the Sponsor, which included covenants of such persons to vote in favor of Prospector’s initial business combination and not to participate in the SPAC Redemptions, among other things.

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

In connection with the consummation of the Business Combination, on the Closing Date, Prospector and the Surviving Company notified the Nasdaq Stock Market LLC (“Nasdaq”) that the articles of arrangement relating to the Business Combination had been filed and that Prospector’s outstanding securities had been converted into securities of the Surviving Company, as described in Item 1.02 above. Prospector and the Surviving Company jointly requested that Nasdaq delist Prospector units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant (the “Prospector Units”), Prospector Class A Shares, and Prospector Warrants on December 21, 2023, and as a result, trading of Prospector Units, Prospector Class A Shares and Prospector Warrants on Nasdaq was suspended before market open on December 22, 2023.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.01 Changes in Control of Registrant.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

 

As a result of the consummation of the Business Combination, a change in control of Prospector occurred, as is further described in the Introductory Note.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

In accordance with the terms of the BCA, and effective as of the Closing Date, each of Prospector’s officers and directors resigned as a member of Prospector’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between Prospector and the officers and directors on any matter relating to Prospector’s operations, policies or practices.

 

Item 8.01 Other Events.

 

Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release issued by the Surviving Company announcing the consummation of the Business Combination.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
4.1		Warrant Assignment, Assumption and Amendment Agreement, dated December 21, 2023.
4.2		Warrant Agreement, dated January 7, 2021 (incorporated by reference to Exhibit 4.1 to Prospector’s Current Report on Form 8-K, filed with the SEC on January 12, 2021).
99.1		Press Release, dated December 21, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	PROSPECTOR CAPITAL CORP.
	By:	/s/ Derek Aberle
		Name:	Derek Aberle
		Title:	Chief Executive Officer
Dated: December 28, 2023

 

 

4

Exhibit 4.1

 

WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

 

This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of December 21, 2023, by and among Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), LeddarTech Holdings Inc., a corporation existing under the laws of Canada (“Newco”, and, following the amalgamation described below, “Amalco”), LeddarTech Inc., a company incorporated under the laws of Canada (“LeddarTech”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).

 

RECITALS

 

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of January 7, 2021, and filed with the United States Securities and Exchange Commission as part of a registration statement on Form S-1 on December 18, 2020 (as amended, including all Exhibits thereto, the “Existing Warrant Agreement”);

 

WHEREAS, the Company has issued and sold 10,833,333 redeemable warrants as part of units to public investors in a public offering (the “Public Warrants”) to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), with each whole Public Warrant being exercisable for one Class A Ordinary Share and with an exercise price of $11.50 per share;

 

WHEREAS, the Company has issued and sold 5,666,667 redeemable warrants in private placement transactions (the “Private Placement Warrants”, and, together with the Public Warrants, the “Warrants”) to purchase one Class A Ordinary Share, with each whole Warrant being exercisable for one Class A Ordinary Share and with an exercise price of $11.50 per share;

 

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;

 

WHEREAS, the Company, Newco, and LeddarTech entered into that certain Business Combination Agreement, dated as of June 12, 2023, as amended on September 25, 2023 (as may be amended and/or restated from time to time, the “Business Combination Agreement”);

 

WHEREAS, pursuant to the provisions of the Business Combination Agreement, among other things, the Company and Newco will amalgamate into Amalco (such amalgamation, the “Prospector Amalgamation”) and, following completion of such amalgamation, LeddarTech and Amalco will amalgamate (such amalgamation, the “Company Amalgmaation” and, as amalgamated, the “Surviving Company”) with all of the issued and outstanding warrants and shares in the capital of Amalco continuing as warrants and shares in the Surviving Company (collectively, the “Surviving Company Shares”), the whole pursuant to a statutory plan of arrangement under the provisions of the Canada Business Corporations Act, upon and subject to the terms and conditions set forth in the Business Combination Agreement;

 

WHEREAS, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants are no longer exercisable for Class A Ordinary Shares but instead are exercisable (subject to the terms and conditions of the Existing Warrant Agreement, as amended hereby) for Surviving Company Shares;

 

 

WHEREAS, the Board of Directors of the Company has determined that the consummation of the transactions contemplated by the Business Combination Agreement constitutes a “Business Combination” (as such term is defined in the Existing Warrant Agreement);

 

WHEREAS, as provided in Section 9.8 of the Existing Warrant Agreement, the Company may extend the duration of the Exercise Period (as such term is defined in the Existing Warrant Agreement) pursuant to Section 3.2 of the Existing Warrant Agreement without the consent of the Registered Holders;

 

WHEREAS, the Company desires to extend the duration of the Exercise Period (the “Extension”) to permit the Warrants to be exercised at the time of the consummation of the Business Combination;

 

WHEREAS, each of the Company, LeddarTech and Amalco has obtained all necessary corporate approvals to enter into this Agreement and to consummate the transactions contemplated herein (including the assignment and assumption of the Existing Warrant Agreement and the related issuance of each Warrant, and exchange and continuance thereof for a warrant to subscribe for Surviving Company Shares on the conditions set out herein, and the exclusion of any pre-emptive rights in that respect) and by the Existing Warrant Agreement;

 

WHEREAS, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Amalco, which right, title and interest in the Existing Warrant Agreement will continue to be held by the Surviving Company, and Amalco wishes to accept such assignment; and

 

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any registered holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the registered holders of the Warrants.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.

 

 

ARTICLE I

 

ASSIGNMENT AND ASSUMPTION; CONSENT.

 

Section 1.1 Assignment and Assumption. The Company hereby assigns to Amalco all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) and Amalco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the execution of this Agreement, in each case, effective as of the Prospector Amalgamation. Effective as of the Company Amalgamation, all of Amalco’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) will continue to be owned and held by the Surviving Company. As a result of the preceding sentence, effective as of the Company Amalgamation, each Warrant will continue to represent a warrant to subscribe for Surviving Company Shares pursuant to the terms and conditions of the Existing Warrant Agreement (as amended hereby).

 

Section 1.2 Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Amalco and the continuance of the Surviving Company’s rights and obligations under the Existing Warrant Agreement pursuant to Section 1.1 hereof, to the assumption of the Existing Warrant Agreement by Amalco from the Company pursuant to Section 1.1 hereof and the continuance of the Surviving Company’s rights and obligations under the Existing Warrant Agreement pursuant to Section 1.1 hereof, and to the continuation of the Existing Warrant Agreement in full force and effect from and after each amalgamation, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.

 

ARTICLE II

 

AMENDMENT OF EXISTING WARRANT AGREEMENT

 

The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Article II, effective immediately upon the completion of the Company Amalgamation, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Article II are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders.

 

Section 2.1 Preamble. All references to “Prospector Capital Corp., a Cayman Islands exempted company” in the Existing Warrant Agreement shall refer instead to “LeddarTech Holdings Inc., a corporation existing under the laws of Canada”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to the Surviving Company rather than to Prospector Capital Corp.

 

Section 2.2 Reference to Prospector Shares. All references to “Ordinary Shares” in the Existing Warrant Agreement shall be references to Surviving Company Shares rather than to Prospector Ordinary Shares.

 

 

Section 2.3 Duration of Warrants. Effective as of the completion of the Company Amalgamation, Section 3.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows to effectuate the Extension:

 

A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the the date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”) and terminating on the earliest to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

 

Section 2.4 Notice. The address for notices to the Company set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:

 

LeddarTech Inc.

4535, boul. Wilfrid-Hamel, Suite 240

Québec QC G1P 2J7

Attention: David Torralbo, Chief Legal Officer

Email: david.torralbo@Leddartech.com

 

ARTICLE III

 

MISCELLANEOUS PROVISIONS

 

Section 3.1 Effectiveness of Agreement. Each of the parties hereto acknowledges and agrees that the effectiveness of the terms of this Agreement shall be as set forth herein.

 

Section 3.2 Examination of the Existing Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the Registered Holder (as such term is defined in the Existing Warrant Agreement) of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

 

Section 3.3 Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

 

Section 3.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

 

Section 3.5 Entire Agreement. Except to the extent specifically amended or superseded by the terms of this Agreement, all of the provisions of the Existing Warrant Agreement shall remain in full force and effect, as assigned and assumed by the parties hereto, to the extent in effect on the date hereof, and shall apply to this Agreement, mutatis mutandis. This Agreement and the Existing Warrant Agreement, as assigned and modified by this Agreement, constitutes the complete agreement between the parties and supersedes any prior written or oral agreements, writings, communications or understandings with respect to the subject matter hereof.

 

[Remainder of page left intentionally blank. Signature page follows.]

 

 

IN WITNESS WHEREOF, the Company, LeddarTech, Amalco and the Warrant Agent have duly executed this Agreement, all as of the date first written above.

 

	PROSPECTOR CAPITAL CORP.
	By:	/s/ Derek Aberle
	Name:	Derek Kenneth Aberle
	Title:	Chief Executive Officer

 

	LEDDARTECH INC.
	By:	/s/ Charles Boulanger
	Name:	Charles Boulanger
	Title:	CEO

 

	LEDDARTECH HOLDINGS INC.
	By:	/s/ Frantz Saintellemy
	Name:	Frantz Saintellemy
	Title:	CEO

 

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	By:	/s/ Douglas Reed
	Name:	Douglas Reed
	Title:	Vice President

 

 

 

Exhibit 99.1

 

PRESS RELEASE

 

LeddarTech Becomes a Publicly Traded Company After Completing Business Combination with Prospector Capital Corp., Will Commence Trading on Nasdaq Under Ticker Symbol “LDTC”

 

QUEBEC CITY, Canada, December 21, 2023 — LeddarTech^®, an automotive software company that provides patented disruptive AI-based low-level sensor fusion and perception software technology for advanced driver assistance systems (ADAS) and autonomous driving (AD), is pleased to announce the completion of its business combination, previously announced on June 13, 2023 with Prospector Capital Corp. (“Prospector”) (formerly Nasdaq: PRSR, PRSRU, PRSRW) today. Commencing at the opening of trading on December 22, 2023, LeddarTech common shares and warrants to purchase common shares will be listed on the Nasdaq Global Market under the ticker symbols “LDTC” and “LDTCW,” respectively.

 

As an automotive pure software company, LeddarTech offers a very crucial piece of the software stack for ADAS and AD. LeddarTech’s technology provides vehicles with better environmental understanding models, i.e., a substantially enhanced real-time 3D view of the vehicle’s surroundings, which is at the core of making a vehicle intelligent. Its AI-based, low-level sensor fusion software approach helps reduce Tier 1 and OEM development and system costs, improves performance and reduces maintenance overhead.

 

LeddarTech’s unique software solution is coming to market at a time when the automotive industry is at a critical inflection point. OEMs and Tier 1-2 suppliers are equipping vehicles with more sensors than ever before — with the promise of increased safety through improved ADAS applications leading to fully autonomous driving in the future. The industry has embarked on a transition to “software-defined vehicles”, which has OEMs thinking “software first” for better integrated, cost-efficient, flexible vehicle architectures that are easier to maintain and upgrade with continuous software updates. ADAS software represents the largest market within automotive software, with an expectation to grow at an 11% CAGR to U.S. $42 billion by 2030¹.

 

“It has been a privilege to have served as CEO of LeddarTech over the past ten years. I am extremely pleased that we have achieved this important milestone of becoming a public company after completing our business combination with Prospector. Since the announcement of the transaction, LeddarTech has raised US $58.6 million of gross capital (US $44 million via a convertible PIPE and US $14.6 million from the SPAC trust) to support the adoption and growth of LeddarTech’s technology. The company’s partnership with Prospector, combined with this increased working capital, will help to further solidify our position in the automotive software sector,” said retiring CEO Charles Boulanger. “As previously announced, Frantz Saintellemy, our long-time president and COO, will now assume the role of Chief Executive Officer to lead LeddarTech into this next phase of growth for the company. I look forward to continuing to serve the company as a member of LeddarTech’s Board of Directors,” Mr. Boulanger concluded.

 

 

1

Source: McKinsey “Outlook on the automotive software and electronics market through 2030” – January 3, 2023.

 

 

PRESS RELEASE

 

“On behalf of myself, the LeddarTech employees, our Board of Directors and investors, I sincerely thank Charles for the tremendous work he has done leading LeddarTech over the past ten years to where it is today,” stated LeddarTech’s newly appointed CEO, Mr. Frantz Saintellemy. “I am delighted to take on the additional responsibility of becoming CEO of LeddarTech and to lead our team into the future. The market opportunity is tremendous, and the reception that our exciting automotive software continues to receive from various Tier 1 and OEM customers convinces me that LeddarTech will become a predominant automotive software supplier in the future,” Mr. Saintellemy concluded.

 

“Based on my experience at Qualcomm, I believe LeddarTech is poised to be a disruptive leader in supplying safer, higher-performing and less expensive software-based solutions for ADAS and AD,” said Derek Aberle, recently appointed Chairman of the Board of LeddarTech, and former CEO of Prospector. “I am very excited about the opportunity to work closely with Frantz and the rest of the leadership team to establish LeddarTech as a global leader in ADAS and AD software as we seek to capture a significant portion of this large and growing market.”

 

Advisors

 

TD Cowen is serving as the exclusive financial advisor to Prospector. Stikeman Elliott LLP and Vedder Price P.C. are representing LeddarTech as legal counsel. Osler, Hoskin and Harcourt LLP and White & Case LLP represent Prospector as legal counsel. Goodwin Procter LLP is serving as legal advisor to TD Cowen.

 

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 sensory awareness of the environment 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 (X), Facebook and YouTube.

 

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 (including two former Presidents of Qualcomm) 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.”

 

 

PRESS RELEASE

 

Forward-Looking Statements

 

Certain statements contained in this press release 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which forward-looking statements shall also include forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws), including, but not limited to, statements regarding the listing of LeddarTech’s common shares and warrants to purchase common shares on Nasdaq and statements relating to LeddarTech’s anticipated strategy, future operations, prospects, objectives and financial projections and other financial metrics. 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 possibility that anticipated benefits of the business combination will not be realized, and the anticipated tax treatment of the business combination; (ii) the risk that shareholder litigation in connection with the business combination or other settlements or investigations may result in significant costs of defense, indemnification and liability; (iii) changes in general economic and/or industry-specific conditions; (iv) possible disruptions from the business combination that could harm LeddarTech’s business; (v) the ability of LeddarTech to retain, attract and hire key personnel; (vi) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the completion of the business combination; (vii) potential business uncertainty, including changes to existing business relationships following the business combination that could affect LeddarTech’s financial performance; (viii) legislative, regulatory and economic developments; (ix) 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; (x) access to capital and financing and LeddarTech’s ability to maintain compliance with debt covenants; and (xi) other risk factors as detailed from time to time in LeddarTech’s and Prospector’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the risk factors contained in LeddarTech’s final prospectus filed with the SEC on December 4, 2023. The foregoing list of important factors is not exhaustive. Except as required by applicable law, LeddarTech does not undertake 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.

 

Contact:

 

Daniel Aitken, Vice-President, Global Marketing, Communications and Investor Relations, LeddarTech Inc. Tel.: + 1-418-653-9000 ext. 232 daniel.aitken@LeddarTech.com

 

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Investor relations website: investors.LeddarTech.com

 

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Investor relations contact: Kevin Hunt, ICR Inc. kevin.hunt@icrinc.com

 

●

Financial media contact: Dan Brennan, ICR Inc. dan.brennan@icrinc.com

 

Leddar, LeddarTech, LeddarVision, LeddarSP, VAYADrive, VayaVision and related logos are trademarks or registered trademarks of LeddarTech Inc. and its subsidiaries. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.

 

 

3

 

v3.23.4

Cover	Dec. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2023
Entity File Number	001-39854
Entity Registrant Name	PROSPECTOR CAPITAL CORP.
Entity Central Index Key	0001825473
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1250 Prospect Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	La Jolla
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92037
City Area Code	858
Local Phone Number	449-9643
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	PRSRU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	PRSR
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	PRSRW
Security Exchange Name	NASDAQ

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