Prospector Capital Corp. Shareholders Approve Previously Announced Business Combination with LeddarTech

Rhea-AI Summary

LeddarTech Inc. (LDTC) and Prospector Capital Corp. (PRSR, PRSRU, PRSRW) have announced the approval of the business combination between the two companies. Prospector's shareholders voted in favor of the proposal, with 85% of the issued and outstanding ordinary shares casting votes in favor. Shareholders holding 855,440 Prospector Class A Shares exercised their right to redeem their shares, leaving approximately US$ 14.6 million in cash in the trust account after redemptions. The combined company is expected to operate as LeddarTech Holdings Inc. and be listed on Nasdaq under the ticker symbol 'LDTC', with warrants under the ticker symbol 'LDTCW'.

Financial Analyst

The completion of a business combination between LeddarTech Inc. and Prospector Capital Corp. represents a significant event for stakeholders, including shareholders and potential investors. The approval by Prospector's shareholders, with over 85% in favor, indicates strong support for the merger, which is expected to enhance LeddarTech's market position in the AI-based sensor fusion and perception software technology sector for Advanced Driver-Assistance Systems (ADAS) and Autonomous Driving (AD).

The redemption of Prospector Class A Shares at approximately $10.91 per share, with roughly $14.6 million remaining in the trust account, reflects shareholder actions to either secure immediate liquidity or maintain investment in anticipation of the combined company's future performance. The fact that 60% of the total Prospector Class A Shares will remain outstanding post-redemption could be interpreted as a vote of confidence in the prospects of the merged entity.

Listing on Nasdaq under the new ticker symbol 'LDTC' will likely increase visibility and potentially enhance liquidity for the combined company's shares. The issuance of additional shares as a result of the closing delay could dilute existing shareholdings but may also be seen as a compensatory measure for shareholders who chose not to redeem their shares.

In the long-term, the success of the merger will depend on the combined company's ability to capitalize on synergies, drive innovation and effectively compete in the rapidly evolving automotive technology market. The short-term implications include potential stock price volatility as the market reacts to the merger's completion and the initiation of trading under the new ticker.

Industry Analyst

This merger is a strategic move within the automotive technology industry, particularly in the niche of AI-based sensor fusion and perception software. The combination of LeddarTech's patented technology with Prospector's financial resources could accelerate product development and market penetration, especially in the ADAS and AD segments, which are critical for the future of autonomous vehicles.

However, the impact on the industry will be contingent on the merged entity's ability to leverage its combined technology and capital to outpace competitors. The success in integrating operations and achieving cost efficiencies will also be crucial in determining the competitive advantage gained through this merger.

Investors and industry observers should monitor the execution of post-merger integration plans and the company's subsequent performance against its stated objectives and industry benchmarks.

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 /PRNewswire/ - 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.

FAQ

What is the business combination announced by LeddarTech Inc. (LDTC) and Prospector Capital Corp. (PRSR, PRSRU, PRSRW)?

The business combination refers to the merger of LeddarTech Holdings Inc. with Prospector Capital Corp. 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'.

How did Prospector's shareholders vote in the extraordinary general meeting?

Prospector's shareholders voted in favor of the proposal, with 85% of the issued and outstanding ordinary shares casting votes in favor of the business combination.

What is the expected outcome of the business combination?

The combined company is expected to operate as LeddarTech Holdings Inc. and be listed on Nasdaq under the ticker symbol 'LDTC', with warrants under the ticker symbol 'LDTCW'.

What happened to the non-redeemed Prospector Class A Shares after the shareholder vote?

Shareholders holding 855,440 Prospector Class A Shares exercised their right to redeem their shares, leaving approximately US$ 14.6 million in cash in the trust account after redemptions.

What is the record date for the previously announced issuance of one additional Prospector Class A Share for each non-redeemed Prospector Class A Share?

The record date for the issuance of one additional Prospector Class A Share for each non-redeemed share will be on the closing date of the business combination.