FS LT Holdings, Prospector Sponsor and IQ file early warning reports

CPE News

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CPE News (1.03.2024) – Each of FS LT Holdings LP, Prospector Sponsor LLC and Investissement Québec (IQ), in connection with the completion of the previously announced Business Combination among Leddartech Holdings Inc., Prospector Capital Inc. and LeddarTech Inc., have filed earning reports of acquisition of securities of Leddartech Holdings Inc.

On June 12, 2023, LeddarTech Holdings Inc. (Newco) entered into the Business Combination Agreement by and among Newco, Prospector Capital Corp., and LeddarTech Inc..

On December 21, 2023, Prospector Capital Corp. (formerly NASDAQ: PRSR), a Cayman Islands exempted special-purpose acquisition company (SPAC), continued as a corporation existing under the laws of Canada (Prospector Canada), Prospector Canada and Newco amalgamated (Amalco).

In connection with the combination, 1) the outstanding Class A common shares and warrants to purchase Class A common shares of Prospector Canada converted into an equivalent number of Common Shares and Warrants to purchase an equivalent number of Common Shares, respectively, 2) the preferred shares of LeddarTech converted into common shares of LeddarTech and AmalCo acquired all of the issued and outstanding common shares of LeddarTech from LeddarTech’s shareholders in exchange for common shares of AmalCo having an aggregate equity value of US $200 million (at a negotiated value of US $10.00 per share) plus an amount equal to the aggregate exercise price of LeddarTech’s outstanding “in the money” options immediately prior to the Prospector Amalgamation plus additional AmalCo “earnout” shares.

LeddarTech and AmalCo amalgamated with securities of AmalCo converting into an equivalent number of corresponding securities.

FS, Prospector Sponsor and IQ are reporting their holdings as following:

FS held 5,212,325 common shares in the capital of Leddartech, 1,303,330 Common Shares issuable upon conversion of certain non-voting special shares of Leddartech and 920,000 Common Shares issuable upon conversion of PIPE Convertible Notes, which collectively represent approximately 18.1% of the total Common Shares issued and outstanding (based on 28,770,930 Common Shares issued and outstanding as at the date of the Canadian Prospectus) and 12.8% of the total Common Shares issued and outstanding on a fully diluted basis (based on 57,944,317 Common Shares issued and outstanding on a fully diluted basis);

Prospector Sponsor held 1,521,265 Common Shares, 6,632,416 common share purchase warrants (exercisable for 6,632,416 Common Shares), 2,411,565 Common Shares issuable upon conversion of certain non-voting special shares of Leddartech and 782,500 Common Shares issuable upon conversion of PIPE Convertible Notes, which collectively represent approximately 5.3% of the total Common Shares issued and outstanding (based on 28,770,930 Common Shares issued and outstanding as at the date of the Canadian Prospectus) and 19.6% of the total Common Shares issued and outstanding on a fully diluted basis (based on 57,944,317 Common Shares issued and outstanding on a fully diluted basis); and

IQ held 4,364,838 Common Shares, 13,890 common share purchase warrants (exercisable for 13,890 Common Shares), 1,091,205 Common Shares issuable upon conversion of certain non-voting special shares of Leddartech and 1,500,000 Common Shares issuable upon conversion of PIPE Convertible Notes, which collectively represent approximately 15.2% of the total Common Shares issued and outstanding (based on 28,770,930 Common Shares issued and outstanding as at the date of the Canadian Prospectus) and 12.0% of the total Common Shares issued and outstanding on a fully diluted basis (based on 57,944,317 Common Shares issued and outstanding on a fully diluted basis).

None of FS Investors, the Sponsor or IQ is acting jointly or in concert with any other party, and this press release is only being issued on a joint basis for the sake of expediency and efficiency, and in order to comply with the technical reporting requirements of applicable Canadian securities laws.

LeddarTech’s other shareholders are BDC Capital Inc. (2,007,305 shares), Fidelity True North Fund (2,551,872 shares) and Entities associated with Desjardins Capital (1,571,724 shares).

On December 22, 2023, LeddarTech Holdings common shares and warrants became listed on The Nasdaq Global Market (Nasdaq) under the symbols “LDTC” and “LDTCW”, respectively.

The deemed value of the original Leddartech’s holding at US $200 million is now worth US $53.4 million based on the closing stock price as of January 3, 2024.

photo credit: Google Finance

News Release

FS LT HOLDINGS LP, PROSPECTOR SPONSOR LLC AND INVESTISSEMENT QUÉBEC ANNOUNCE FILING OF EARLY WARNING REPORTS REGARDING LEDDARTECH HOLDINGS INC.

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/

MONTREAL, Jan. 3, 2024 /CNW/ – Each of FS LT Holdings LP (“FS Investors”), Prospector Sponsor LLC (the “Sponsor”) and Investissement Québec (“IQ”) announce that, in connection with the completion of the previously announced Business Combination (as defined below), each of FS Investors, the Sponsor and IQ have acquired control over securities of Leddartech Holdings Inc. (“Leddartech”), the whole as set out below and as more fully described in the final non-offering Canadian prospectus of Leddartech dated December 28, 2023 (the “Canadian Prospectus”).

On December 21, 2023, Leddartech completed the Business Combination among Leddartech, Leddartech Inc. (the “Company”) and Prospector Capital Corp. (“Prospector”). Following completion of the Business Combination, each of FS Investors, the Sponsor and IQ became shareholders of Leddartech. Effective as at such date:

FS Investors held 5,212,325 common shares in the capital of Leddartech (“Common Shares”), 1,303,330 Common Shares issuable upon conversion of certain non-voting special shares of Leddartech and 920,000 Common Shares issuable upon conversion of PIPE Convertible Notes, which collectively represent approximately 18.1% of the total Common Shares issued and outstanding (based on 28,770,930 Common Shares issued and outstanding as at the date of the Canadian Prospectus) and 12.8% of the total Common Shares issued and outstanding on a fully diluted basis (based on 57,944,317 Common Shares issued and outstanding on a fully diluted basis);

the Sponsor held 1,521,265 Common Shares, 6,632,416 common share purchase warrants (exercisable for 6,632,416 Common Shares), 2,411,565 Common Shares issuable upon conversion of certain non-voting special shares of Leddartech and 782,500 Common Shares issuable upon conversion of PIPE Convertible Notes, which collectively represent approximately 5.3% of the total Common Shares issued and outstanding (based on 28,770,930 Common Shares issued and outstanding as at the date of the Canadian Prospectus) and 19.6% of the total Common Shares issued and outstanding on a fully diluted basis (based on 57,944,317 Common Shares issued and outstanding on a fully diluted basis); and

IQ held 4,364,838 Common Shares, 13,890 common share purchase warrants (exercisable for 13,890 Common Shares), 1,091,205 Common Shares issuable upon conversion of certain non-voting special shares of Leddartech and 1,500,000 Common Shares issuable upon conversion of PIPE Convertible Notes, which collectively represent approximately 15.2% of the total Common Shares issued and outstanding (based on 28,770,930 Common Shares issued and outstanding as at the date of the Canadian Prospectus) and 12.0% of the total Common Shares issued and outstanding on a fully diluted basis (based on 57,944,317 Common Shares issued and outstanding on a fully diluted basis).

Each of FS Investors, the Sponsor and IQ will file an early warning report relating to the foregoing on SEDAR+ at www.sedarplus.ca under Leddartech’s profile.

None of FS Investors, the Sponsor or IQ is acting jointly or in concert with any other party, and this press release is only being issued on a joint basis for the sake of expediency and efficiency, and in order to comply with the technical reporting requirements of applicable Canadian securities laws.

For further information or to obtain a copy of any of the early warning reports, please contact:

FS LT Holdings LP
1250 Prospect St., Suite 200
La Jolla, CA 92037

Attention: Nick Stone
Email: nick@fsinvestors.com

Prospector Sponsor LLC
1250 Prospect St., Suite 200
La Jolla, CA 92037

Attention: Nick Stone
Email: nick@fsinvestors.com

Investissement Québec
1001, boulevard Robert-Bourassa, bureau 1000
Montréal (Québec) H3B 0A7

Attention: Secretary
Email: affaires.juridiques@invest-quebec.com

SOURCE FS LT Holdings LP & Prospector Sponsor LLC