LeddarTech Inc. signed a letter of intent to acquire Prospector Capital Corp. (NasdaqCM:PRSR) in a reverse merger transaction on March 26, 2023. LeddarTech Inc. entered into a definitive business combination agreement to acquire Prospector Capital Corp. for approximately $260 million in a reverse merger transaction on June 12, 2023. LeddarTech shareholders will receive up to 5 million additional earnout shares in five tranches post-closing of the transaction. Upon closing of the transaction, LeddarTech is expected to be listed on Nasdaq under the ticker symbol "LDTC", with warrants under the ticker symbol "LDTCW?. At the close of the transaction, Prospector?s CEO Derek Aberle is expected to become Chairman of the LeddarTech board of directors. As of September 25, 2023, Prospector capital and LeddarTech executed the first amendment to that certain Business Combination Agreement, pursuant to which, (i) Rollover Equity Awards shall be subject to, each of the Company Management Stock Option Plans, corresponding Company M-Option with each Rollover Equity Award vesting after a 6-month period following the issuance thereof. (ii) the Share Exchange will occur on a tax deferred basis (iii) redefines ?Option Pool? to mean five million (5,000,000) Surviving Company Common Shares reserved for grant under the Surviving Company Equity Incentive Plan. As on October 30, 2023, LeddarTech and certain of the Investors in the Tranche B Notes entered into an amendment to the Subscription Agreement, Pursuant to the Amendment, the Tranche B-1 Investors agreed to accelerate the timing of funding of the purchase of approximately $4.1 million of the Tranche B Notes to October 31, 2023, with the remaining $17.9 million of the Tranche B Notes to be issued upon completion of the Business Combination. Additionally, LeddarTech entered into an amending agreement with respect to its existing credit facility with Desjardins Capital Management Inc. pursuant to which, LeddarTech is now required to maintain a minimum cash balance of (i) CAD 1.5 million through the completion of the Business Combination, and (ii) CAD 5.0 million thereafter. The Desjardins Amendment also lowered the applicable interest rate under the Credit Facility from Canadian prime rate + 9.0% to Canadian prime rate + 4.0%. Upon closing, LeddarTech will issue to Desjardins warrants that ultimately will entitle Desjardins to purchase 250,000 common shares of the new combined company.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of LeddarTech?s and Prospector?s shareholders and the receipt of a final order of the Superior Court of Justice of Québec approving the transaction. The transaction has been unanimously approved by the board of directors of Prospector, as well as the board of directors of LeddarTech. On December 4, 2023, the U.S. Securities and Exchange Commission declared effective the registration statement on Form F-4, as amended, filed by LeddarTech Holdings. Prospector Capital Corp. Shareholders approved business combination with LeddarTech at the extraordinary general meeting held on December 13, 2023. Voters representing over 85% of the issued and outstanding ordinary shares of Prospector cast votes in favor of the proposal. The transaction is expected by the fourth quarter of 2023. The transaction was expected to close on December 15, 2023. As of December 20, 2021, transaction is expected to close on December 21, 2023.

TD Cowen is serving as financial advisor to Prospector, and Current Capital Securities LLC is serving as a financial advisor that provided a fairness opinion to Prospector?s board of directors. Stikeman Elliot LLP and Vedder Price LLP are representing LeddarTech as legal counsel. Shahir Guindi, Bastien Gauthier, Jeremy Brisset, Mark Brender, David Wilson and Étienne Massicotte of Osler, Hoskin and Harcourt LLP and Joel Rubinstein, Daniel Nussen, Maia Gez, Denise A. Cerasani, Tali Sealman and Scott Fryman of White & Case LLP are representing Prospector as legal counsels. Goodwin Procter LLP is serving as legal advisor to TD Cowen. Anne-Marie Naud of Fasken Martineau DuMoulin LLP acted as legal advisor to Investissement Québec, one of current investor in LeddarTech Inc. Davies Ward Phillips & Vineberg LLP acted as advisor to OSRAM, an investor in the LeddarTech Inc, in the transaction. Patrice Martin, Manoj Pundit, Patricia Galella and Jeff Talbot of Borden Ladner Gervais LLP acted as legal advisor to Desjardins Capital and BDC Captial, investors in the LeddarTech Inc. As on April 11, 2023, in connection with this transaction Prospector engaged a financial advisor and Prospector agreed to pay the advisor $3 million plus out-of pocket expenses. The total aggregate amount of transaction expenses expected to be paid or repaid by Prospector to TD Cowen upon consummation of the Business Combination is approximately $3 million. Prospector has agreed to pay Morrow Sodali LLC a fee of $15,000. Current Capital was entitled to receive $250,000 in fees for its services upon or prior to the delivery of its opinion.

LeddarTech Inc. completed the acquisition of Prospector Capital Corp. (NasdaqCM:PRSR) in a reverse merger transaction on December 21, 2023. on December 22, 2023, LeddarTech common shares and warrants to purchase common shares will be listed on the Nasdaq Global Market under the ticker symbols "LDTC" and "LDTCW," respectively.