Extraordinary General Meeting Scheduled for
December 13, 2023
Prospector Capital Corp. (“Prospector”) (Nasdaq: PRSRU, PRSR and
PRSRW) announced that it will call an Extraordinary General Meeting
of its shareholders on December 13, 2023 at 10:00 am ET to, among
other things, approve 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 (“Newco”). The
Extraordinary General Meeting will be held at the offices of White
& Case LLP, 1221 Avenue of the Americas, New York, NY 10020 and
virtually, at
https://www.cstproxy.com/prospectorcapital/egm2023.
Holders of Class A ordinary shares of Prospector (the
“Prospector Class A Shares”) may redeem their Prospector Class A
Shares included in the units sold in Prospector’s initial public
offering (the “public shares”) for cash if the Business Combination
is consummated. Holders of public shares or units who wish to
exercise their redemption rights must (i) if they hold their public
shares through units, elect to separate their units into the
underlying public shares and warrants and (ii) prior to 5:00 p.m.,
Eastern time, on December 12, 2023 (one business day prior to the
scheduled date of the Extraordinary General Meeting), (a) submit a
written request to Continental Stock Transfer & Trust Company,
Prospector’s transfer agent (the “Transfer Agent”), that Prospector
redeem their public shares for cash and (b) deliver their public
shares to the Transfer Agent physically or electronically using the
DTC’s DWAC (Deposit and Withdrawal at Custodian). Any holder of
public shares will be entitled to demand that such holder’s public
shares be redeemed for a full pro rata portion of the amount then
in Prospector’s trust account (the “Trust Account”), including
interest earned on the Trust Account and not previously released to
Prospector to pay its taxes (which, for illustrative purposes, was
approximately $23.9 million, or $10.90 per public share, as of
November 24, 2023). Such amount, less any owed but unpaid taxes on
the funds in the Trust Account, will be paid promptly upon
consummation of the Business Combination. Each of our public
shareholders will be entitled to receive one additional Prospector
Class A Share for each Prospector Class A Share they elect to not
redeem in connection with the closing of the Business Combination.
A definitive proxy statement/prospectus will be provided and will
be publicly available at www.sec.gov once the Registration
Statement on Form F-4 (the "Registration Statement") of which it
forms a part is declared effective. YOU ARE URGED TO PROMPTLY
CONTACT YOUR BROKER OR OTHER CUSTODIAN THROUGH WHOM YOU MAY OWN
PUBLIC SHARES OR UNITS IF YOU WISH TO REDEEM YOUR PROSPECTOR CLASS
A SHARES. HOWEVER, YOU MAY NOT VOTE OR REDEEM YOUR PROSPECTOR CLASS
A SHARES UNTIL YOU RECEIVE THE DEFINITIVE PROXY STATEMENT.
Any request for redemption, once made by a holder of public
shares, may be withdrawn at any time up to the deadline for
submitting redemption requests and thereafter, with Prospector’s
consent, until the closing of the Business Combination. If a holder
delivers their public shares for redemption to the Transfer Agent
and later decides to withdraw such request prior to the deadline
for submitting redemption requests, the holder may request that the
Transfer Agent return the shares (physically or
electronically).
Any corrected or changed written demand of redemption rights
must be received by the Transfer Agent prior to the vote taken on
the proposal to approve the Business Combination at the
Extraordinary General Meeting. No demand for redemption will be
honored unless the holder’s public shares have been delivered
(either physically or electronically) to the Transfer Agent prior
to the deadline for submitting redemption requests.
The closing of the Business Combination is subject to approval
by Prospector’s shareholders and the satisfaction of other
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
U.S. Securities and Exchange Commission ("SEC"), the Registration
Statement, which includes a proxy statement/prospectus. Prospector
will mail a definitive proxy statement/prospectus to its
shareholders once the Registration Statement is declared effective,
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. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231201416133/en/
Investor Relations
Contact:
Kevin Hunt ICR Inc. Kevin.Hunt@icrinc.com
MEDIA CONTACT:
Dan Brennan ICR Inc. Dan.Brennan@icrinc.com
Prospector Capital (NASDAQ:PRSR)
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