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Prospector Capital Corp. Shareholders Approve Previously Announced Business Combination With LeddarTech
Record date for the previously announced issuance of one additional Prospector Class A Share for each non-redeemed Prospector Class A Share will be on the closing date
QUEBEC CITY, Canada, December 19, 2023 — LeddarTech® (“LeddarTech” or the “Company”), an automotive software company that provides patented disruptive AI-based low-level sensor fusion and perception software technology for ADAS and AD, and Prospector Capital Corp. (“Prospector”) (Nasdaq: PRSR, PRSRU, PRSRW), a publicly traded special-purpose acquisition company led by former Qualcomm President Derek Aberle and chaired by former Qualcomm Vice Chairman Steve Altman, today announced that Prospector’s shareholders voted to approve the previously announced business combination between Prospector and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech (“Newco”), at the extraordinary general meeting of Prospector’s shareholders held on December 13, 2023 (the “Extraordinary Special Meeting”).
Voters representing over 85% of the issued and outstanding ordinary shares of Prospector cast votes in favor of the proposal in connection with the business combination at the Extraordinary General Meeting. Prospector shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 855,440 Prospector Class A ordinary shares (the “Prospector Class A Shares”) exercised their right to redeem their Prospector Class A Shares for approximately US$ 10.91 per share of the funds held in Prospector’s trust account, leaving approximately US$ 14.6 million in cash in the trust account after satisfaction of such redemptions. 1,338,616 Prospector Class A Shares (representing approximately 60% of the total Prospector Class A Shares prior to redemptions) will remain outstanding after satisfaction of such redemptions. Prospector plans to file the results of the Extraordinary General Meeting, as tabulated by the inspector of elections, with the Securities and Exchange Commission (the “SEC”) on a Current Report on Form 8-K.
Upon closing of the transaction, which the parties are working expeditiously to effect, the combined company will operate as LeddarTech Holdings Inc. and is expected to be listed on Nasdaq under the ticker symbol “LDTC”, with warrants under the ticker symbol “LDTCW.”
Additionally, given that the transaction did not close on December 15, 2023 (the previously announced anticipated closing date), Prospector announced that the record date for the previously announced issuance of one additional Prospector Class A Share for each non-redeemed Prospector Class A Share to shareholders holding such non-redeemed Prospector Class A Shares did not occur, and instead will be on the date of the closing of the business combination.
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 (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 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.”
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed business combination, Prospector, LeddarTech and Newco have prepared and filed with the Securities and Exchange Commission (the “SEC”) the Registration Statement on Form F-4 (the “Registration Statement”), and Prospector will mail the proxy statement/prospectus contained within the Registration Statement to its shareholders and 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. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT 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 will be 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.
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 and Section 21E of the Exchange Act (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 business combination involving Prospector, LeddarTech and Newco, the ability to consummate the business combination and the timing thereof, the anticipated benefits from the business combination, the closing of the private placement financing and expected proceeds therefrom and statements relating to Newco’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 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 of the Superior Court of Justice 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; (xiii) access to capital and financing and LeddarTech’s ability to maintain compliance with debt covenants; and (xiv) 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, as well as the risk factors to be contained in the Registration Statement. 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.
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 Newco, 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 Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
Participants in 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.