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, Dec. 19, 2023 /CNW/ -
LeddarTech Inc.® ("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; * 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.
- Investor relations website:
investors.LeddarTech.com
- Investor relations contact: Kevin Hunt, ICR Inc. kevin.hunt@icrinc.com
- Financial media contact: Dan
Brennan, ICR Inc. dan.brennan@icrinc.com
Leddar, LeddarTech, LeddarVision, LeddarSP, VAYADrive,
VayaVision and related logos are trademarks or registered
trademarks of LeddarTech Inc. and its subsidiaries. All other
brands, product names and marks are or may be trademarks or
registered trademarks used to identify products or services of
their respective owners.
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SOURCE LeddarTech Inc.