(Information sent by the signatory company)
-Prospector Capital Corp. shareholders approve previously announced business combination with LeddarTech
The record date for the previously announced issuance of one additional Prospector Class A share for each unredeemed Prospector Class A share will be the closing date
QUEBEC CITY, Dec. 19, 2023 /PRNewswire/ -- LeddarTech Inc.® ("LeddarTech" or the "Company"), an automotive software company providing patented low-level sensor fusion and perception software technology based on Disruptive AI for ADAS and AD, and Prospector Capital Corp. ("Prospector") (Nasdaq: PRSR, PRSRU, PRRSW), a publicly traded special purpose acquisition company led by former Qualcomm Chairman Derek Aberle, and chaired by former Qualcomm Vice Chairman Steve Altman, announced today that Prospector 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 shareholders of Prospector held on December 13, 2023 (the "Extraordinary Special Meeting").
Voters representing more than 85% of Prospector's issued and outstanding ordinary shares voted in favor of the proposal regarding 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 $10.91 per share of funds held in Prospector's trust account, leaving approximately $14.6 million in cash in the trust account upon satisfaction of such repayments. 1,338,616 Prospector Class A Shares (representing approximately 60% of the total Prospector Class A Shares before redemptions) will remain outstanding after satisfaction of such redemptions. Prospector plans to file the results of the Special General Meeting, tabulated by the inspector of elections, with the Securities and Exchange Commission (the "SEC") in a Current Report on Form 8-K.
Following the closing of the transaction, which the parties are working quickly to complete, the combined company will operate as LeddarTech Holdings Inc. and is expected to be listed on Nasdaq under the symbol "LDTC," with warrants under the symbol "LDTCW." "
Additionally, as 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 Prospector Class A share Prospector not redeemed to the shareholders holding said Prospector Class A Shares not redeemed did not occur, but will occur on the closing date of the business combination.
About LeddarTech
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, develops and provides comprehensive low-level sensor fusion and perception software solutions based in AI that enable the implementation of ADAS and autonomous driving (AD) applications. LeddarTech's automotive-grade software applies advanced computer vision and artificial intelligence algorithms to generate accurate 3D models of the environment for better decision-making and safer navigation. This cost-effective, scalable, high-performance technology is available for OEMs and Tier 1-2 suppliers to efficiently deploy ADAS solutions for automobiles and off-road vehicles.
LeddarTech is responsible for several innovations in remote sensing, with over 150 patent applications (80 granted) improving ADAS and AD capabilities. Greater vehicle awareness is critical to making global mobility safer, more efficient, sustainable and affordable – this is what drives LeddarTech to seek to become the most adopted sensor fusion and perception software solution.
Additional information about LeddarTech can be accessed 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 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 securities trade 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 in the Registration Statement to its shareholders and file other documents relating to 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 that Prospector or Newco may file with the SEC in connection with the business combination. INVESTORS AND SECURITYHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT WHEN AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY PROSPECTOR OR NEWCO WITH THE SEC IN CONNECTION WITH THE COMBINATION OF BUSINESS, 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 will also include forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws), including, without limitation, statements regarding the business combination involving Prospector, LeddarTech and Newco, the ability to consummate the combination of business and the timing thereof, the anticipated benefits of the business combination, the closing of the private placement financing and the expected proceeds thereof 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 on or refer to future events or conditions, and include words such as "may," "will," "should," "expect," "anticipate," "plan," "probable", "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 statements as a result of various factors, including, but not limited to: (i) the risk that the conditions to closing of the business combination are not met, including failure to obtain failure to timely or at all obtain shareholder approval for the business combination or failure to obtain timely or at all required regulatory approvals, including that of the Quebec Superior Court of Justice; (ii) uncertainties as to the timing of 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 may give rise to the termination of the business combination; (v) the risk that shareholder litigation in connection with the business combination or other agreements 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 and/or industry-specific economic conditions; (vii) potential disruptions to the business combination that could harm LeddarTech's business; (viii) LeddarTech's ability to retain, attract and hire key personnel; (ix) potential adverse reactions or changes in relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the business combination; (x) possible business uncertainty, including changes in 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, outbreaks of war or hostilities and any epidemic, pandemic or disease outbreak (including COVID-19), as well as the management 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 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 in Form 8-K and other documents filed with the SEC, as well as the risk factors that must be contained in the Registration Statement. The above list of important factors is not exhaustive. Neither Prospector nor LeddarTech can provide any assurance that the conditions of the business combination will be met. Except as required by applicable law, neither Prospector nor LeddarTech undertakes any obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Neither offer nor request
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of Prospector or Newco, a solicitation of a 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 offering of securities will be made except by means of a prospectus that complies with the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act").
Participants in the call
Prospector, LeddarTech and Newco, and certain of their respective directors, executive officers and employees, may be deemed participants in the solicitation of proxies in connection with the business combination. Information regarding Prospector's directors and executive officers 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 on the persons who may, under SEC rules, be considered participants in the solicitation of proxies in connection with the business combination, including a description of their direct or indirect interests, through securities holdings or otherwise, will be set forth in the Registration Statement and other relevant materials when filed with the SEC. These documents can be obtained free of charge from the source indicated above.
Leddar, LeddarTech, LeddarVision, LeddarSP, VAYADrive, VayaVision and related logos are trademarks or registered trademarks of LeddarTech Inc. and its affiliates. All other brands, product names and brands are or may be trademarks or registered trademarks used to identify products or services of their respective owners.
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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