Catcha Investment Corp (NYSE American: CHAA) (“Catcha”) and
Crown LNG Holding AS (“Crown”) today announced the filing of a
registration statement on Form F-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (“SEC”) in
connection with their proposed business combination (the “Business
Combination”).
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Catcha and Crown announced a definitive business combination
agreement on August 3, 2023. Completion of the proposed Business
Combination is subject to customary closing conditions, including
the approval of Catcha’s stockholders. Upon completion of the
Business Combination, Crown’s ordinary shares are expected to trade
on the NYSE under the ticker “CGBS”.
The Registration Statement includes a preliminary prospectus
with respect to Crown securities to be issued in connection with
the business combination and a preliminary proxy statement with
respect to the extraordinary general meeting of shareholders of
Catcha to vote on, among other things, the Business Combination.
The transaction is forecasted to be completed during the fourth
quarter of 2023, subject to the Registration Statement being
declared effective by the SEC, along with regulatory and
shareholder approvals and the satisfaction of other customary
closing conditions.
A copy of the Registration Statement is available for review on
the SEC’s website at www.sec.gov.
About Crown LNG Holding AS
Crown LNG Holding AS is a leading provider of offshore LNG
liquefaction and regasification terminal infrastructure solutions
for harsh weather locations, which represent a significant
addressable market for bottom-fixed, gravity based (“GBS”)
liquefaction and regasification plants, as well as associated green
hydrogen, ammonia and power projects. Through this approach, Crown
aims to provide lower carbon sources of energy securely to
under-served markets across the globe. Visit
www.crownlng.com/investors for more information.
About Catcha Investment Corp
Catcha Investment Corp (NYSE American: CHAA) is a blank check
company, also commonly referred to as a Special Purpose Acquisition
Company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or
entities. Catcha is led by Chief Executive Officer Patrick Grove
and Chief Financial Officer Wai Kit Wong, and is sponsored by
Catcha Group, one of the earliest and most established new
economy-focused investment groups in Southeast Asia and
Australia.
Important Information and Where to Find It
The registration statement on Form F-4 (the “Registration
Statement”) filed by Crown LNG Holdings Limited (“PubCo”) with the
U.S. Securities and Exchange Commission (the “SEC”), includes a
proxy statement/prospectus and certain other related documents,
which will be both the proxy statement to be distributed to holders
of ordinary shares of Catcha in connection with Catcha’s
solicitation of proxies for the vote by Catcha’s stockholders with
respect to the Business Combination and other matters as may be
described in the Registration Statement, as well as the prospectus
relating to the offer and sale of the securities of PubCo to be
issued in the Business Combination. Catcha’s stockholders and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and the definitive proxy
statement/prospectus and documents incorporated by reference
therein filed in connection with the Business Combination, as these
materials will contain important information about the parties to
the Business Combination and related transaction documents, Catcha
and Crown. After the Registration Statement is declared effective,
the definitive proxy statement/prospectus will be mailed to
Catcha’s stockholders as of a record date to be established for
voting on the Business Combination and other matters as may be
described in the Registration Statement. Stockholders will also be
able to obtain copies of the proxy statement/prospectus and other
documents filed with the SEC that will be incorporated by reference
in the proxy statement/prospectus, without charge, once available,
at the SEC’s web site at www.sec.gov, or by directing a request to:
Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek
Blvd, Singapore, Attention: Patrick Grove.
Participants in the Solicitation of Proxies
Catcha and its directors and executive officers may be deemed
participants in the solicitation of proxies from Catcha’s
stockholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in Catcha is contained in the
registration statement on Form S-1, as amended, which was initially
filed by Catcha with the SEC on January 25, 2021 and is available
free of charge at the SEC’s web site at www.sec.gov, or by
directing a request to Catcha Investment Corp, Level 42, Suntec
Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove.
Additional information regarding the interests of such participants
will be contained in the Registration Statement when available.
Crown’s directors and executive officers may also be deemed to
be participants in the solicitation of proxies from the
stockholders of Catcha in connection with the Business Combination.
A list of the names of such directors and executive officers and
information regarding their interests in the Business Combination
will be included in the Registration Statement when available.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Business
Combination described herein. This press release shall also not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements in this communication may be considered
forward-looking statements. These forward-looking statements
include, without limitation, Catcha’s, Crown’s and PubCo’s
expectations with respect to future performance and anticipated
financial impacts of the proposed Business Combination, the
satisfaction of the closing conditions to the proposed Business
Combination and the timing of the completion of the Business
Combination. For example, projections of future enterprise value,
revenue and other metrics are forward-looking statements. In some
cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results
to differ materially from those expressed or implied by such
forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Catcha and its
management, and PubCo and Crown and their management, as the case
may be, are inherently uncertain. Factors that may cause actual
results to differ materially from current expectations include, but
are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the Business Combination; (2) the outcome of any legal
proceedings that may be instituted against Catcha, Crown, the
combined company or others; (3) the inability to complete the
Business Combination due to the failure to obtain approval of the
stockholders of Catcha or to satisfy other conditions to closing;
(4) changes to the proposed structure of the Business Combination
that may be required or appropriate as a result of applicable laws
or regulations; (5) the ability to meet stock exchange listing
standards following the consummation of the Business Combination;
(6) the risk that the Business Combination disrupts current plans
and operations of Catcha or Crown as a result of the announcement
and consummation of the Business Combination; (7) the ability to
recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (8) costs related to the
Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that Catcha, Crown or the
combined company may be adversely affected by other economic,
business, and/or competitive factors; (11) Crown’s estimates of
expenses and profitability and underlying assumptions with respect
to stockholder redemptions and purchase price and other
adjustments; and (12) other risks and uncertainties set forth in
the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in Catcha’s final prospectus relating
to its initial public offering dated February 11, 2021 and in
subsequent filings with the SEC, including the proxy statement
relating to the Business Combination filed by Catcha.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward- looking statements,
which speak only as of the date hereof. None of Catcha or Crown
undertakes any duty to update these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20231002133455/en/
Investors Caldwell Bailey ICR, Inc. CrownLNGIR@icrinc.com
Media Zach Gorin ICR, Inc. CrownLNGPR@icrinc.com
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