Item 7.01 Regulation FD Disclosure
On June 13, 2023, Prospector Capital Corp., a Cayman Islands exempted company
(“Prospector”) and LeddarTech Inc., a corporation existing under the laws
of Canada (“LeddarTech”), issued a press release announcing their entry into
a Business Combination Agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”,
and the transactions contemplated by the BCA, the “Business Combination”).
The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 hereto and incorporated by reference
herein is the investor presentation that Prospector and LeddarTech have prepared for use in connection with the Business
Combination.
On June 13, 2023, LeddarTech made a webcast available on its website
in which members of Prospector and LeddarTech’s managements discussed the Business Combination (the “Webcast”).
A copy of the transcript for the Webcast is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished
pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Prospector, LeddarTech
and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech (“Newco”)will
prepare, and Newco (as predecessor to the company post-closing of the Business Combination) will file with U.S. Securities and Exchange
Commission (the “SEC”), a registration statement on Form F-4 that will include a document that will serve as both a
prospectus of Newco and a proxy statement of Prospector (the “Registration Statement”). Prospector, LeddarTech and
Newco will prepare and file the Registration Statement with the SEC and Prospector will mail the Registration Statement to its shareholders
and file other documents regarding the Business Combination with the SEC. This Form 8-K 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.
No Offer or Solicitation
This Form 8-K 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.
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.