DEFM14A 1 defm14a1223_prospector.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

PROSPECTOR CAPITAL CORP.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

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PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
PROSPECTOR CAPITAL CORP.

PROSPECTUS FOR 24,406,752 COMMON SHARES,
10,833,333 WARRANTS TO PURCHASE COMMON SHARES,
10,833,333 COMMON SHARES UNDERLYING WARRANTS AND
4,400,106 COMMON SHARES UNDERLYING CONVERTIBLE NOTES OF
LEDDARTECH HOLDINGS INC.

This proxy statement/prospectus relates to the transactions contemplated by the business combination agreement, dated as of June 12, 2023, as amended as of September 25, 2023 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), among Prospector Capital Corp., a Cayman Islands exempted company (“Prospector”), LeddarTech Inc., a corporation existing under the laws of Canada (the “Company” or “LeddarTech”), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech (“Newco”). LeddarTech is an automotive advanced driver assistance and autonomous driving software company that offers raw data fusion and perception solutions. The Business Combination Agreement provides that, among other things: (i) Prospector will continue as a corporation existing under the laws of Canada (the “Continuance” and Prospector as so continued, “Prospector Canada”), (ii) Prospector Canada and Newco will amalgamate (the “Prospector Amalgamation” and Prospector Canada and Newco as so amalgamated, “AmalCo”); (iii) the preferred shares of the Company will convert into common shares of the Company and, on the terms and subject to the conditions set forth in a plan of arrangement (the “Plan of Arrangement”), AmalCo will acquire all of the issued and outstanding common shares of the Company from the Company’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 the Company’s outstanding “in the money” options immediately prior to the Prospector Amalgamation plus additional AmalCo “earnout” shares (with the terms set forth in the Business Combination Agreement) (the “Share Exchange”); (iv) the Company and AmalCo will amalgamate (the “Company Amalgamation,” and the Company and AmalCo as so amalgamated, the “Surviving Company”); and (v) in connection with the foregoing, the securities of AmalCo will convert into an equivalent number of corresponding securities in the Surviving Company, each of LeddarTech’s equity awards that is not canceled pursuant to the Business Combination Agreement and the Plan of Arrangement (as defined herein) will be exchanged for an equity award with respect to Surviving Company Shares, LeddarTech’s equity plans will be terminated (other than the Omnibus Incentive Plan) and the options to purchase LeddarTech’s class M shares will become options to purchase Surviving Company Common Shares (the Prospector Share Conversion (as defined herein), the Continuance, the Prospector Amalgamation, the AmalCo Share Redemption (as defined herein), the Share Exchange, the Company Amalgamation, and the other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Business Combination”).

The negotiated $10 per share equity value of the AmalCo shares to be issued to LeddarTech holders in exchange for all of the issued and outstanding Company Common Shares may not be considered as an indication as to the potential market price of the Surviving Company Common Shares upon the completion of the Business Combination, which is subject to numerous risks. See “Risk Factors — Risks Related to Ownership of Surviving Company Common Shares Following the Business Combination and the Surviving Company Operating as a Public Company — The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination, and an active market for the Surviving Company’s securities may not materialize, which would adversely affect the liquidity and price of the Surviving Company’s securities,” “ — Warrants will become exercisable for Surviving Company Common Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders” and “— If the benefits of the Business Combination do not meet the expectations of investors, shareholders or financial analysts, the market price of the Surviving Company’s securities may decline.”

If the Business Combination is consummated, shareholders and warrantholders of Prospector (including through units previously issued by Prospector) will become shareholders and warrantholders of the Surviving Company, other than those holders of Prospector Class A Shares (as defined herein) who elect to redeem their Prospector Class A Shares. The other shareholders and equityholders of the Surviving Company will include management of

 

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the Surviving Company and current investors in the Company. This proxy statement/prospectus describes these matters and other important matters. This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Newco (as predecessor of AmalCo and the Surviving Company) serves as:

        A notice of meeting and proxy statement of Prospector under Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), for the extraordinary general meeting (the “EGM”) of shareholders of Prospector to be held on December 13, 2023, where Prospector shareholders will consider and vote on proposals (the “Proposals”) relating to the Business Combination and also the possible adjournment of the EGM; and

        A prospectus of the Surviving Company under Section 5 of the Securities Act of 1933 (the “Securities Act”) relating to the securities of the Surviving Company to be issued in the Business Combination.

The Proposals may be briefly summarized as follows:

(1)    The “Business Combination Proposal” — a proposal to approve and adopt, by way of ordinary resolution under Cayman Islands law, the Business Combination Agreement, pursuant to which, among other things, the former shareholders and warrantholders of Prospector will become shareholders and warrantholders of the Surviving Company, the new public company at the closing of the Business Combination.

(2)    The “Prospector Authorized Share Capital Proposal” — a proposal to increase, by way of ordinary resolution under Cayman Islands law, the authorized share capital of Prospector in order to create the Prospector Sponsor Non-Voting Special Shares (as defined below).

(3)    The “A&R Prospector Governing Documents Proposal” — a proposal to approve, by way of special resolution under Cayman Islands law, and adopt an amended and restated memorandum and articles of association of Prospector (the “Prospector Articles”) to effect (i) the issuance of one Class A ordinary share of Prospector, par value US$0.0001 per share (the “Prospector Class A Shares”) for each non-redeemed Prospector Class A Share held by shareholders who do not redeem their Prospector Class A Shares in connection with the Business Combination (the “Prospector Share Issuance”), (ii) the creation of a new class of shares in the capital of Prospector convertible into Prospector Class A Shares (other than any Prospector Earnout Special Shares) based on a vesting schedule in accordance with their terms as more fully described herein, each having the rights provided for in the Prospector Articles (the “Prospector Sponsor Non-Voting Special Shares”), (iii) the creation of new classes of non-voting shares in the capital of Prospector convertible into Prospector Class A Shares (other than any Prospector Sponsor Non-Voting Special Shares) based on a vesting schedule in accordance with their terms as more fully described herein, each having the rights provided for in the Prospector Articles (the “Prospector Earnout Special Shares”) and (iv) the conversion of each Prospector Class B Share (as defined herein) into 0.75 Prospector Class A Shares and 0.25 Prospector Sponsor Non-Voting Special Shares, with the conversion into Prospector Class A Shares and Prospector Sponsor Non-Voting Special Shares referred to as the “Prospector Share Conversion”.

(4)    The “Continuance Proposal” — a proposal to approve, by way of special resolution under Cayman Islands law, the Continuance and, in connection therewith, the adoption of the articles and by-laws of Prospector Canada.

(5)    The “Amalgamation Proposal” — a proposal to approve the Prospector Amalgamation.

(6)    The “AmalCo Governing Documents Proposal” — a proposal to approve and adopt, on an advisory basis, the articles and by-laws of AmalCo (the “AmalCo Governing Documents”) in their entirety and the sub-proposals to approve those material aspects of the AmalCo Governing Documents that do not appear in, or are different from, Prospector’s amended and restated memorandum and articles of association (the “AmalCo Articles”).

(7)    The “Adjournment Proposal” — a proposal to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve one or more proposals presented to shareholders for vote.

 

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On June 12, 2023, LeddarTech entered into a subscription agreement (the “Subscription Agreement”) with the certain investors, including investors who subsequently joined the Subscription Agreement (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase secured convertible notes of LeddarTech (the “PIPE Convertible Notes”) in an aggregate principal amount of at least US$43.0 million, to be issued in two tranches: (i) a first tranche of PIPE Convertible Notes (the “Tranche A-1 Notes”) in the aggregate principal amount of approximately US$21.66 million was issued to the PIPE Investors (such investors, the “Tranche A-1 PIPE Investors”) in connection with the execution of the Business Combination Agreement, and (ii) a second tranche of PIPE Convertible Notes (the “Tranche B Notes”) in the aggregate principal amount of approximately US$22.0 million to be issued upon completion of the Business Combination. Subsequent to June 30, 2023, LeddarTech issued additional first tranche PIPE Convertible Notes (the “Tranche A-2 Notes” and, together with the Tranche A-1 Notes, the “Tranche A Notes”) in the aggregate principal amount of US$0.34 million. Pursuant to an amendment to the subscription agreement entered into on October 30, 2023, approximately US$4.1 million of the Tranche B Notes was issued on October 31, 2023 (the “Tranche B-1 Notes”), with the remaining US$17.9 million of the Tranche B Notes (the “Tranche B-2 Notes”) to be issued upon completion of the Business Combination. At the times of the issuance of Tranche A Notes and Tranche B-1 Notes, the relevant PIPE Investors received warrants to acquire Class D-1 preferred shares of LeddarTech (the “Class D-1 Preferred Shares” and the warrants, the “PIPE Warrants”). The PIPE Investors received PIPE Warrants to purchase 595,648 Class D-1 Preferred Shares at the time of purchasing the Tranche A-1 Notes (2.75 Class D-1 Preferred Shares per US$100 principal amount of Tranche A-1 Notes purchased), PIPE Warrants to purchase 9,355 Class D-1 Preferred Shares at the time of purchasing the Tranche A-2 Notes (2.75 Class D-1 Preferred Shares per US$100 principal amount of Tranche A-2 Notes purchased), and PIPE Warrants to purchase 24,322 Class D-1 Preferred Shares at the time of purchasing the Tranche B-1 Notes (0.6 Class D-1 Preferred Shares per US$100 principal amount of Tranche B-1 Notes purchased). No PIPE Warrants will be issued in connection with the issuance of the Tranche B-2 Notes. Altogether, the PIPE Warrants will entitle the PIPE Investors to receive approximately 8,493,570 Surviving Company Common Shares upon the closing of the Business Combination. Accordingly, the PIPE Investors will hold approximately 42.5% of the 20 million Company Common Shares outstanding immediately prior to the Closing. The PIPE Convertible Notes have an interest rate of 12% that compounds annually as an increase to the principal amount of the PIPE Convertible Notes (the “PIK Interest”) and are convertible into the number of Surviving Company Common Shares determined by dividing the then-outstanding principal amount by the conversion price of US$10.00 per Surviving Company Common Share. FS Investors, an affiliate of Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the Sponsor are participants in the PIPE Financing and are investing US$17,025,000 in the PIPE Financing. Derek Aberle, the Chief Executive Officer of Prospector, and a member of the board of directors of LeddarTech, is an existing investor in the Company and is investing US$210,000 in the PIPE Financing.

It is a condition to Closing under the Business Combination Agreement that immediately after the Closing, the aggregate cash proceeds actually received (or deemed received) by LeddarTech, AmalCo or the Surviving Company in respect of the PIPE Financing, together with any funds in the Trust Account, shall be equal to or greater than US$43.0 million (such condition, the “Minimum Proceeds Condition”). As a result of the PIPE Financing, in which PIPE Investors committed to purchase secured convertible notes of LeddarTech in an aggregate principal amount of approximately US$44.0 million, redemptions by Prospector’s public shareholders are not expected to cause the parties to be unable to meet the Minimum Proceeds Condition. However, any delays in completing the PIPE Financing could delay completion of the Business Combination, which in turn could delay payment to redeeming shareholders.

Pursuant to the terms of one of our credit agreements, as recently amended, LeddarTech is required to maintain a minimum cash balance of $5.0 million following completion of the Business Combination. While LeddarTech currently expects that the Surviving Company would be in compliance with the post-closing minimum cash covenant upon the closing of the Business Combination even in a full redemption scenario, continued compliance with the terms of this credit facility post-closing will likely require reaching an agreement with its lender to obtain further relief from the post-closing minimum cash covenant, which may be shortly following the closing of the Business Combination in a full redemption scenario, unless the Surviving Company raises sufficient amounts of additional capital following the closing of the Business Combination. If necessary, the timing and magnitude of any such relief will depend on, among other things, the timing of and extent to which the Surviving Company is successful in raising additional capital and the level of redemptions from the Trust Account. If the Surviving Company is not successful in raising sufficient additional capital in a timely manner, depending on the scope of any relief from the existing minimum cash covenant that may be agreed to with its lender, if any, it is expected that the Surviving Company would need to implement a flexible and scalable cost management plan as deemed necessary and appropriate so that it can manage compliance with the terms of any waiver or modified minimum cash balance requirement that it is able to negotiate with its lender and maintain operating costs at targeted levels (through strict cost control and budgeting discipline) to ensure operating

 

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costs will not exceed anticipated available liquidity. Such cost management actions will include a reduction in product development activities (a key driver of LeddarTech’s cash expenditures), as well as potentially significant reductions in staffing and bonuses. See “Risk Factors — Risks Related to Our Business — The Surviving Company will likely have limited sources of available liquidity following completion of the Business Combination and if it does not raise additional capital is expected to operate under an alternative operating plan. If the Surviving Company does not secure additional sources of capital in connection with the Business Combination, it will need to reduce its operating costs to ensure sufficient liquidity for its operations and to comply with the requirements of its debt obligations. A reduction in the Surviving Company’s operating costs may materially adversely affect the Surviving Company in a number of ways” and “Risk Factors — Risks Related to Our Business — The Surviving Company’s liquidity position will be further constrained by the requirement to maintain a minimum cash balance of at least $5 million following completion of the Business Combination. If the Surviving Company is not able to maintain compliance with the minimum cash balance requirements, its debt obligations may be declared due and payable at a time when the Surviving Company does not have sufficient resources to repay such debt obligations.”

This proxy statement/prospectus describes certain redemption rights that may be exercised by Prospector’s public shareholders of their Prospector Class A Shares.

Because of the number of previous redemptions of Prospector Class A Shares in connection with the extension of the period in which Prospector may complete a business combination and the number of Prospector Class B ordinary shares, par value $0.0001 per share (the “Prospector Class B Shares” and, together with the Prospector Class A Shares, the “Prospector Ordinary Shares”), owned by the Sponsor, the Sponsor, acting alone, holds Prospector Ordinary Shares with sufficient votes to approve each Proposal. The Sponsor has agreed to vote all its Prospector Ordinary Shares in favor of each of the Proposals. As a result, each of the Proposals will receive sufficient votes for approval by reason of votes cast by the Sponsor.

It is anticipated that, upon completion of the Business Combination and assuming (i) no redemptions of Prospector Class A Shares in connection with the Business Combination, (ii) no conversions under LeddarTech’s outstanding convertible notes prior to or in connection with the Business Combination, and (iii) no exercise of any LeddarTech or Prospector warrants or outstanding LeddarTech options prior to or in connection with the Business Combination, the Surviving Company’s ownership will be as follows:

        Prospector’s public shareholders would own approximately 14.4% of the outstanding common shares of the Surviving Company (the “Surviving Company Common Shares”).

        The Sponsor (excluding securities acquired in the PIPE Financing) would own approximately 20.0% of the outstanding Surviving Company Common Shares.

        The Company Shareholders (including affiliates of the Sponsor, but excluding securities acquired in the PIPE Financing) would own approximately 37.7% of the outstanding Surviving Company Common Shares.

        PIPE Investors (solely with respect to securities acquired in the PIPE Financing) would own approximately 27.9% of the outstanding Surviving Company Common Shares.

The foregoing also assumes none of the Surviving Company Earnout Non-Voting Special Shares or the Surviving Company Sponsor Non-Voting Special Shares (each as defined herein) are converted to Surviving Company Common Shares immediately following the completion of the Business Combination.

If all of Prospector’s public shareholders were to elect to redeem, based on the other assumptions above (w) Prospector’s Public Shareholders would not own any of the Surviving Company Common Shares (x) the Sponsor (excluding securities acquired in the PIPE Financing) would own approximately 23.4% of the Surviving Company Common Shares, (y) the Company Shareholders (including affiliates of the Sponsor, but excluding securities acquired in the PIPE Financing) prior to the completion of the Business Combination would own approximately 44.1% of the outstanding Surviving Company Common Shares and (z) PIPE Investors (solely with respect to securities acquired in the PIPE Financing) would own approximately 32.5% of the outstanding Surviving Company Common Shares. As discussed above and herein, continued compliance with the terms of a credit facility following the closing of Business Combination will likely require reaching an agreement with its lender to obtain further relief from the current minimum cash covenant applicable to the Surviving Company following the closing of the Business Combination under such facility, which may be shortly following such closing in a full redemption

 

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scenario, unless the Surviving Company raises sufficient amounts of additional capital following the closing of the Business Combination. If the Surviving Company is not successful in raising sufficient additional capital in a timely manner, and depending on the level of relief, if any, that the Surviving Company is able to negotiate with its lender in regards to the minimum cash covenant and the level of redemptions from the Trust Account, it is expected that the Surviving Company would need to implement a flexible and scalable cost management plan. See “Risk Factors — Risks Related to Our Business — The Surviving Company will likely have limited sources of available liquidity following completion of the Business Combination and if it does not raise additional capital is expected to operate under an alternative operating plan. If the Surviving Company does not secure additional sources of capital in connection with the Business Combination, it will need to reduce its operating costs to ensure sufficient liquidity for its operations and to comply with the requirements of its debt obligations. A reduction in the Surviving Company’s operating costs may materially adversely affect the Surviving Company in a number of ways” and “LeddarTech Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and capital management.”

Prospector is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the EGM and at any adjournments or postponements thereof. Whether or not you plan to attend the EGM, Prospector urges you to read this proxy statement/prospectus carefully.

Please pay particular attention to the section entitled “Risk Factors,” beginning on page 21.

The Prospector Units, Prospector Class A Shares and Prospector Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “PRSRU,” “PRSR” and “PRSRW,” respectively. Although the Surviving Company is not currently a public company, following the closing of the Business Combination (the “Closing”), the Surviving Company will become subject to the reporting requirements of the Exchange Act and Quebec’s securities legislation. The Surviving Company will apply for listing, to be effective at the Closing, of Surviving Company Common Shares and Surviving Company Warrants (as defined herein) on Nasdaq under the symbols “LDTC” and “LDTCW”. The Surviving Company Common Shares and Surviving Company Warrants will trade separately and not as units. It is a condition to Closing that the Surviving Company Common Shares are approved for listing on Nasdaq, but there is no assurance such condition will be satisfied or waived.

Prospector is, and the Surviving Company will be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and are therefore eligible to take advantage of certain reduced reporting requirements applicable to other public companies.

The Surviving Company will also be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, the Surviving Company’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, the Surviving Company will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. The Surviving Company will prepare its financial statements in accordance with IFRS as opposed to U.S. GAAP. All amounts are presented in Canadian dollars except as otherwise indicated. See “Exchange Rate Information.”

This proxy statement/prospectus provides shareholders of Prospector with detailed information about the Business Combination and other matters to be considered at the EGM of Prospector. Prospector encourages you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. It also contains or references information about Prospector, the Company and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding these proposals by the board of directors of Prospector, you should keep in mind that the Sponsor and Prospector’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor and Prospector’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Prospector. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Prospector’s

 

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Directors and Officers in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 21 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated December 4, 2023 and is first being mailed to the shareholders of Prospector on or about that date.

 

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PROSPECTOR CAPITAL CORP.
1250 Prospect Street, Suite 200
La Jolla, California 92037

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 13, 2023

To the Shareholders of Prospector Capital Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Prospector Capital Corp., a Cayman Islands exempted company (“Prospector”, and, for purposes of this notice, “we” or “us”), will be held on December 13, 2023, at 10:00 a.m., Eastern time. While as a matter of Cayman Islands law Prospector is required to have a physical location for the meeting, Prospector is pleased to utilize virtual shareholder meeting technology to provide ready access and cost savings for Prospector and Prospector shareholders. For the purposes of the amended and restated memorandum and articles of association of Prospector (the “Prospector Articles”), the physical place of the meeting will be 1221 Avenue of the Americas, New York, NY 10020. You will be able to attend, vote your shares, and submit questions during the extraordinary general meeting either in person or virtually via a live audio webcast. In order to attend the meeting virtually, you must pre-register at the following website: https://www.cstproxy.com/prospectorcapital/egm2023. You are cordially invited to attend the extraordinary general meeting of shareholders for the following purposes:

1.      The Business Combination Proposal

To consider and vote upon a proposal to approve and adopt, by way of ordinary resolution under Cayman Islands law, the Business Combination Agreement, dated as of June 12, 2023, as amended as of September 25, 2023 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Prospector, LeddarTech Inc., a corporation existing under the laws of Canada (“LeddarTech”), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech (“Newco”), pursuant to which, and on the terms and subject to the conditions set forth in the plan of arrangement in substantially the form attached to this proxy statement/prospectus as Annex C (the “Plan of Arrangement”):

        Prospector will continue as a corporation existing under the laws of Canada (the “Continuance” and Prospector as so continued, “Prospector Canada”);

        Prospector Canada and Newco will amalgamate (the “Prospector Amalgamation” and Prospector Canada and Newco as so amalgamated, “AmalCo”);

        The preferred shares of LeddarTech will convert into common shares of LeddarTech and AmalCo will acquire all of the issued and outstanding common shares of LeddarTech from LeddarTech’s shareholders (other than any LeddarTech’s shareholders who have validly exercised their dissent rights in respect of the Company Arrangement Resolution in compliance with the dissent procedures set out in the Plan of Arrangement and the Interim Order or the CBCA, as applicable, and who have not withdrawn or been deemed to have withdrawn such exercise of dissent rights (the “Dissenting 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 (the “Share Exchange”) plus additional AmalCo “earnout” shares (with the terms set forth in the Business Combination Agreement). The negotiated $10 per share equity value of the AmalCo shares to be issued to LeddarTech holders in exchange for all of the issued and outstanding Company Common Shares may not be considered as an indication as to the potential market price of the Surviving Company Common Shares upon the completion of the Business Combination, which is subject to numerous risks. See “Risk Factors — Risks Related to Ownership of Surviving Company Common Shares Following the Business Combination and the Surviving Company Operating as a Public Company — The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination, and an active market for the Surviving Company’s securities may not materialize, which would adversely affect the liquidity and price of the Surviving Company’s securities,” “ — Warrants will become exercisable for Surviving Company Common Shares, which would increase the number of shares eligible for future resale in the public market

 

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and result in dilution to our shareholders” and “— If the benefits of the Business Combination do not meet the expectations of investors, shareholders or financial analysts, the market price of the Surviving Company’s securities may decline”;

        LeddarTech and AmalCo will amalgamate (the “Company Amalgamation” and LeddarTech and AmalCo as so amalgamated, the “Surviving Company”); and

        In connection with the Company Amalgamation, the securities of AmalCo will convert into an equivalent number of corresponding securities in the Surviving Company, each Company Equity Award that is not canceled pursuant to the Business Combination Agreement and the Plan of Arrangement shall become a Rollover Equity Award, and the Incentive Plan will be assumed by the Surviving Company.

2.      The Prospector Authorized Share Capital Proposal

To consider and vote upon a proposal (the “Prospector Authorized Share Capital Proposal”) by way of ordinary resolution under Cayman Islands law to increase the authorized share capital of Prospector in order to create (i) the Prospector Sponsor Non-Voting Special Shares (as defined below) and (ii) the Prospector Earnout Special Shares (as defined below).

3.      The A&R Prospector Governing Documents Proposal

To consider and vote upon a proposal (the “A&R Prospector Governing Documents Proposal”) to approve and adopt, by way of special resolution under Cayman Islands law, an amended and restated Prospector Articles in substantially the form attached to this proxy statement/prospectus as Annex D to effect (i) the issuance of one Class A ordinary share of Prospector, par value $0.0001 per share (the “Prospector Class A Shares”) for each non-redeemed Prospector Class A Share held by shareholders who do not redeem their Prospector Class A Shares in connection with the Business Combination (the “Prospector Share Issuance”), (ii) the creation of a new class of shares in the capital of Prospector convertible into Prospector Class A Shares (other than any Prospector Earnout Special Shares) based on a vesting schedule in accordance with their terms as more fully described herein, each having the rights provided for in the Prospector Articles (the “Prospector Sponsor Non-Voting Special Shares”), (iii) the creation of new classes of non-voting shares in the capital of Prospector convertible into Prospector Class A Shares (other than any Prospector Sponsor Non-Voting Special Shares) based on a vesting schedule in accordance with their terms as more fully described herein, each having the rights provided for in the Prospector Articles (the “Prospector Earnout Special Shares”) and (iv) the conversion of each Prospector Class B Share (as defined herein) into 0.75 Prospector Class A Shares and 0.25 Prospector Sponsor Non-Voting Special Shares, with the conversion into Prospector Class A Shares and Prospector Sponsor Non-Voting Special Shares referred to as the “Prospector Share Conversion”.

4.      The Continuance Proposal

To consider and vote upon a proposal (the “Continuance Proposal”) to approve, by way of special resolution under Cayman Islands law, the Continuance as part of the Plan of Arrangement, subject to amendments and variations in accordance with the Business Combination Agreement and such Plan of Arrangement or made at the direction of the Superior Court of Québec (the “Court”) in the final order (the “Final Order”) of the Court pursuant to Section 192 of the Canada Business Corporations Act (the “CBCA”) approving the Plan of Arrangement (with the prior written consent of LeddarTech and Prospector), and in connection therewith, the adoption of the articles and by-laws of Prospector Canada in substantially the form attached to this proxy statement/prospectus as Annex E (the “Prospector Canada Governing Documents”) for purposes of the articles and by-laws of Prospector Canada following the completion of the Continuance.

5.      The Amalgamation Proposal

To consider and vote upon a proposal (the “Amalgamation Proposal”) to approve, by way of special resolution under Cayman Islands law the Prospector Amalgamation as part of the Plan of Arrangement, subject to amendments and variations in accordance with the Business Combination Agreement and such Plan of Arrangement or made at the direction of the Court in the Final Order of the Court pursuant to Section 192 of the CBCA approving the Plan of Arrangement (with the prior written consent of LeddarTech and Prospector).

 

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6.      The AmalCo Governing Documents Proposal

To consider and vote upon a proposal (the “AmalCo Governing Documents Proposal”) to approve and adopt, on an advisory basis, the articles and by-laws of AmalCo (the “AmalCo Governing Documents”) in their entirety, copies of which are attached to this proxy statement/prospectus as Annex F, and the sub-proposals to approve those material aspects of the AmalCo Governing Documents that do not appear in, or are different from, the Articles.

7.      The Adjournment Proposal

To consider and vote upon a proposal to adjourn the extraordinary general meeting of shareholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting of shareholders, there are not sufficient votes to approve one or more proposals presented to shareholders for vote (the “Adjournment Proposal”).

Only holders of record of the Prospector Shares (as defined herein) at the close of business on November 14, 2023 are entitled to notice of the extraordinary general meeting of shareholders and to vote at the extraordinary general meeting of shareholders and any adjournments or postponements of the extraordinary general meeting of shareholders. A complete list of our shareholders of record entitled to vote at the extraordinary general meeting of shareholders will be available for ten days before the extraordinary general meeting of shareholders at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting of shareholders.

Pursuant to the Prospector Articles, prior to the Continuance, we will provide our public shareholders with the opportunity to redeem their Prospector Class A Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of our initial public offering (the “Trust Account”), as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes and for working capital purposes. For illustrative purposes, based on funds in the Trust Account of approximately US$23.9 million on November 24, 2023, the estimated per share redemption price would have been approximately US$10.90. Public shareholders may elect to redeem their Prospector Class A Shares whether or not they vote their shares and, if they do vote their shares, whether they vote for or against the Business Combination Proposal and the other proposals set forth herein. Each of our public shareholders will be entitled to receive one Prospector Class A Share for each Prospector Class A Share they elect to not redeem in connection with the closing of the Business Combination. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the outstanding Prospector Class A Shares. Holders of our outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of our Class B ordinary shares, par value $0.0001 per share (the “Prospector Class B Shares”, and, collectively with the Prospector Class A Shares, the “Prospector Shares”) have agreed to waive their redemption rights with respect to such shares and any Prospector Class A Shares that they may have acquired during or after our initial public offering in connection with the completion of the Business Combination. The Prospector Class B Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, our Sponsor owns approximately 78.7% of our issued and outstanding common shares, consisting of 100% of the Prospector Class B Shares.

Approval of each of the Business Combination Proposal, the Prospector Authorized Share Capital Proposal and the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the Prospector Shares present in person, virtually or represented by proxy and entitled to vote at the extraordinary general meeting. Approval of each of the Continuance Proposal, the Amalgamation Proposal, the A&R Prospector Governing Documents Proposal and the AmalCo Governing Documents Proposal requires the affirmative vote of the holders of at least two-thirds of the Prospector Shares present in person, virtually or represented by proxy and entitled to vote at the extraordinary general meeting.

 

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The Closing of the Business Combination is conditioned on the approval of each of the proposals at the extraordinary general meeting, except for the Adjournment Proposal. In addition, each of the other proposals (other than the Adjournment Proposal), is conditioned on the approval of all other proposals at the extraordinary general meeting, except for the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal at the extraordinary general meeting.

As of the date of this proxy statement/prospectus, the Sponsor owns 78.7% of the issued and outstanding Prospector Shares. As a result, the Sponsor owns enough Prospector Shares to approve each of the proposals without the vote of any other Prospector Shares. Therefore, it is assured that there will be enough votes to complete the Business Combination even if a substantial majority of Prospector’s public shareholders do not agree with the transaction and redeem their shares.

We have no specified maximum redemption threshold under the Prospector Articles. It is a condition to Closing under the Business Combination Agreement, however, that immediately after the Closing, the aggregate cash proceeds actually received (or deemed received) by LeddarTech or the Surviving Company in respect of the PIPE Financing, together with any funds in the Trust Account, shall be equal to or greater than US$43.0 million (such condition, the “Minimum Proceeds Condition”). Because PIPE Investors have committed to purchase secured convertible notes of LeddarTech in an aggregate principal amount of approximately US$44.0 million, redemptions by Prospector’s public shareholders are not expected to cause the parties to be unable to meet the Minimum Proceeds Condition. Nonetheless, if redemptions by Prospector’s public shareholders, together with a failure of PIPE Investors to fully fund their commitments in the PIPE Financing, cause the parties to be unable to meet the Minimum Proceeds Condition, then the Company will not be required to consummate the Business Combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 622-5200, banks and brokers may reach Morrow Sodali LLC at (203) 658-9400.

December 4, 2023

 

By Order of the Board of Directors,

   

/s/ Steve Altman

   

Steve Altman, Chairman of the Board

 

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Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

iii

FREQUENTLY USED TERMS

 

iii

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

1

SELECTED HISTORICAL FINANCIAL DATA OF LEDDARTECH

 

17

SELECTED HISTORICAL FINANCIAL DATA OF PROSPECTOR

 

19

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

20

RISK FACTORS

 

21

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

73

COMPARATIVE SHARE INFORMATION

 

105

THE EXTRAORDINARY GENERAL MEETING OF PROSPECTOR SHAREHOLDERS

 

107

THE BUSINESS COMBINATION

 

112

THE BUSINESS COMBINATION AGREEMENT

 

129

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO U.S. HOLDERS

 

149

PROSPECTOR SHAREHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

162

PROSPECTOR SHAREHOLDER PROPOSAL NO. 2 — THE Prospector authorized share capital Proposal

 

177

PROSPECTOR SHAREHOLDER PROPOSAL NO. 3 — THE A&R Prospector Governing Documents Proposal

 

179

PROSPECTOR SHAREHOLDER PROPOSAL NO. 4 — THE CONTINUANCE PROPOSAL

 

180

PROSPECTOR SHAREHOLDER PROPOSAL NO. 5 — THE AMALGAMATION PROPOSAL

 

202

PROSPECTOR SHAREHOLDER PROPOSAL NO. 6 — THE AMALCO GOVERNING DOCUMENTS PROPOSAL

 

203

PROSPECTOR SHAREHOLDER PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

 

212

INFORMATION ABOUT LEDDARTECH

 

213

LEDDARTECH MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

231

Executive and Director Compensation

 

255

INFORMATION ABOUT PROSPECTOR

 

265

PROSPECTOR MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

280

Certain Prospector Relationships and Related Person Transactions

 

286

MANAGEMENT OF Surviving COMPANY AFTER THE BUSINESS COMBINATION

 

288

DESCRIPTION OF SURVIVING COMPANY’S SECURITIES

 

296

SHARES ELIGIBLE FOR FUTURE SALE

 

312

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

314

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

317

ADDITIONAL INFORMATION

 

318

WHERE YOU CAN FIND MORE INFORMATION

 

321

INDEX TO FINANCIAL STATEMENTS

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Newco (File No. 333-275381), constitutes a prospectus of Newco under Section 5 of the Securities Act, with respect to the securities to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the extraordinary general meeting of Prospector shareholders at which Prospector shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. In addition, this document constitutes a notice of a special meeting under section 133 of the CBCA for the purposes of any proposal to approve any matters to be taken by Prospector Canada following the Continuance and by AmalCo following the Prospector Amalgamation, including the Amalgamation Proposal, among other matters.

FREQUENTLY USED TERMS

In this document:

“A&R Prospector Governing Documents Proposal” means a proposal to approve and adopt, by way of special resolution under Cayman Islands law, an amendment to the Prospector Articles to effect (i) the Prospector Share Issuance and the Prospector Share Conversion and (ii) the creation of new classes of shares in the capital of Prospector, convertible into Prospector Class A Shares and redeemable in accordance with their terms.

“Adjournment Proposal” means a proposal, by way of ordinary resolution under Cayman Islands law, adjourn the extraordinary general meeting of the shareholders of Prospector to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote at such extraordinary general meeting.

“Aggregate Closing Financing Proceeds” means the aggregate cash proceeds actually received (or deemed received) by the Company, AmalCo or the Surviving Company in respect of the PIPE Financing (whether prior to or on the Closing Date). Any cash proceeds received (or deemed received) by the Company or the Surviving Company in respect of any amounts funded under a Subscription Agreement prior to the Closing Date and not refunded or otherwise used prior to the Closing shall constitute, and be taken into account for purposes of determining, the Aggregate Closing Financing Proceeds (without, for the avoidance of doubt, giving effect to, or otherwise taking into account the use of any such proceeds).

“Aggregate In-the-Money Company Option Exercise Price” means the aggregate exercise price that would be paid to the Company in respect of all In-the-Money Company Options (whether vested or unvested) if all In-the-Money Company Options were exercised in full immediately prior to the Prospector Amalgamation (without giving effect to any “net” exercise or similar concept).

“AmalCo” means LeddarTech Holdings Inc., the corporation resulting from the amalgamation of Prospector Canada and Newco.

“AmalCo Governing Documents” means the articles and by-laws of AmalCo in substantially the form (i) set out in the Arrangement, and (ii) attached to this proxy statement/prospectus as Annex E.

“AmalCo Governing Documents Proposal” means the proposals to approve the AmalCo Governing Documents for purposes of the articles and by-laws of AmalCo following the completion of the Prospector Amalgamation.

“AmalCo Common Shares” means common shares of AmalCo.

“AmalCo Earnout Non-Voting Special Shares” means all the issued and outstanding Class B Non-Voting Special Shares, Class C Non-Voting Special Shares, Class D Non-Voting Special Shares, Class E Non-Voting Special Shares and Class F Non-Voting Special Shares, in the capital of AmalCo, convertible into AmalCo Common Shares and redeemable in accordance with their terms (which reflect, for the avoidance of doubt, such AmalCo Earnout Non-Voting Special Shares into which the Prospector New Earnout Special Shares will be converted pursuant to the Prospector Amalgamation).

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“AmalCo Share Redemption” means on the Closing Date, following the Prospector Amalgamation, the AmalCo Common Share held by LeddarTech being redeemed and immediately cancelled by AmalCo in exchange for a cash payment to LeddarTech equal to the subscription price for the Newco Share that was converted into such AmalCo Common Share.

“AmalCo Shares” means, collectively, the AmalCo Common Shares, AmalCo Earnout Non-Voting Special Shares and AmalCo Sponsor Non-Voting Special Shares.

“AmalCo Sponsor Non-Voting Special Shares” means all the issued and outstanding Class A Non-Voting Special Shares in the capital of AmalCo, convertible into AmalCo Common Shares and redeemable in accordance with their terms (which reflect, for the avoidance of doubt, such AmalCo Sponsor Non-Voting Special Shares into which the Prospector New Sponsor Non-Voting Special Shares will be converted pursuant to the Prospector Amalgamation).

“AmalCo Vesting Sponsor Warrants” means Prospector New Vesting Sponsor Warrants held by the Sponsor as exchanged for AmalCo Warrants pursuant to the Prospector Amalgamation, which will be subject to the same vesting conditions as the Prospector New Vesting Sponsor Warrants as set out in the Sponsor Letter Agreement.

“AmalCo Warrants” means each warrant of AmalCo to purchase one AmalCo Common Share at an exercise price of $11.50 per share, subject to adjustment, upon the terms and conditions in the Warrant Agreement and the Sponsor Letter Agreement and shall include the AmalCo Vesting Sponsor Warrants.

“Amalgamation Proposal” means the proposal to approve the Prospector Amalgamation (as part of the Arrangement).

“Arrangement” means an arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Business Combination Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of Prospector and the Company, such consent not to be unreasonably withheld, conditioned or delayed.

“Arrangement Effective Time” means 4:30 p.m. (Montreal time) on the Effective Date, which time shall be after the Prospector Transactions, or such other time as the Company and Prospector may agree upon in writing.

“Articles” means the Amended and Restated Memorandum and Articles of Association of Prospector.

“Broker Non-Vote” means the failure of a Prospector shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the Continuance, the Prospector Amalgamation, the Share Exchange, the Company Amalgamation and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 12, 2023, as amended as of September 25, 2023, and as may be further amended, by and among Prospector, LeddarTech and Newco, attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“CBCA” means the Canada Business Corporations Act.

“Change of Control Transaction” means any transaction or series of related transactions (a) under which any Person(s) that are Affiliates or that are acting as a group, directly or indirectly, acquires or otherwise purchases (i) another Person or any of its Affiliates or (ii) all or a material portion of assets, businesses or equity securities of another Person, or (b) that results, directly or indirectly, in the shareholders of a Person as of immediately prior to such transaction holding, in the aggregate, less than fifty percent (50%) of the voting shares of such Person (or any successor or parent company of such Person) immediately after the consummation thereof (excluding, for the avoidance of doubt, any Surviving Company Earnout Non-Voting Special Shares and the Surviving Company Common Shares issuable upon conversion thereof) (in the case of each of clause (a) and (b), whether by amalgamation, merger, consolidation, arrangement, tender offer, recapitalization, purchase or issuance of equity securities, tender offer or otherwise).

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“Class A Non-Voting Special Shares” means (a) prior to the Company Amalgamation, the Class A Non-Voting Special Shares in the capital of AmalCo, and (b) from and after the Company Amalgamation, the Class A Non-Voting Special Shares in the capital of the Surviving Company.

“Class B Non-Voting Special Shares” means (a) prior to the Company Amalgamation, the 1,000,000 Class B Non-Voting Special Shares in the capital of AmalCo, and (b) from and after the Company Amalgamation, the 1,000,000 Class B Non-Voting Special Shares in the capital of the Surviving Company.

“Class C Non-Voting Special Shares” means (a) prior to the Company Amalgamation, the 1,000,000 Class C Non-Voting Special Shares in the capital of AmalCo, and (b) from and after the Company Amalgamation, the 1,000,000 Class C Non-Voting Special Shares in the capital of the Surviving Company.

“Class D Non-Voting Special Shares” means (a) prior to the Company Amalgamation, the 1,000,000 Class D Non-Voting Special Shares in the capital of AmalCo, and (b) from and after the Company Amalgamation, the 1,000,000 Class D Non-Voting Special Shares in the capital of the Surviving Company.

“Class E Non-Voting Special Shares” means (a) prior to the Company Amalgamation, the Class 1,000,000 E Non-Voting Special Shares in the capital of AmalCo, and (b) from and after the Company Amalgamation, the 1,000,000 Class E Non-Voting Special Shares in the capital of the Surviving Company.

“Class F Non-Voting Special Shares” means (a) prior to the Company Amalgamation, the 1,000,000 Class F Non-Voting Special Shares in the capital of AmalCo, and (b) from and after the Company Amalgamation, the 1,000,000 Class F Non-Voting Special Shares in the capital of the Surviving Company.

“Closing” means the consummation of the transactions contemplated by the Business Combination Agreement, including the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time.

“Company Amalgamation” means the amalgamation of AmalCo and LeddarTech in accordance with the terms of the Plan of Arrangement.

“Company Articles” means the articles of incorporation of the Company, as amended from time to time (including by those articles of amendment of the Company dated November 1, 2021).

“Company Arrangement Resolution” means a special resolution of the Company Shareholders in respect of the Arrangement to be considered at the Company Shareholders Meeting, in the form attached to this proxy statement/prospectus as Annex B.

“Company Class M Shares” means the Class M preferred shares of the Company.

“Company Common Shares” means the issued and outstanding common shares of the Company.

“Company Equity Award” means, as of any determination time, each Company Option, restricted share unit, stock appreciation, phantom equity, and each other award to any current or former director, manager, officer, employee, individual independent contractor or other individual service provider of any Group Company, in its capacity as such, of rights of any kind to receive any Equity Security of any Group Company or benefits measured in whole or in part by reference to any Equity Security of any Group Company, in each case, under an Equity Plan or otherwise that is outstanding, but excluding for the avoidance of doubt the secured convertible notes under the Subscription Agreement.

“Company Fully Diluted Shares” means the sum of (without duplication) (a) the aggregate number of Company Common Shares issued and outstanding, immediately prior to the Closing, determined on an as-converted to Company Common Share basis (including, for the avoidance of doubt, the number of Company Common Shares issuable upon (i) conversion of any Company Preferred Shares, in each case, based on the then applicable conversion ratio or conversion price thereof and (ii) the exercise of any pre-emptive right, call or put option, rights of first refusal or first offer, subscription rights or similar rights applicable to any Equity Securities of the Company or any Group Company)

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and (b) the aggregate number of Company Shares issuable upon exercise or settlement of all In-The-Money Company Options (whether vested or unvested) determined on an as-converted to Company Common Share basis, including In-The Money Company Options exercised or settled prior to or in connection with the Closing.

“Company Option” means, as of any determination time, each option to purchase Company Shares that is outstanding and unexercised (whether vested or unvested), whether granted under an Equity Plan or otherwise.

“Company Preferred Shares” means the preferred shares of the Company designated as “Class A preferred shares”, “Class B preferred shares”, “Class C preferred shares”, “Class D-1 preferred shares”, “Class D-2 preferred shares” or “Class M preferred shares” issuable in series of “Class M preferred shares, series 2014”, “Class M preferred shares 2017” and “Class M preferred shares, series 2020” pursuant to the Company Articles.

“Company Shares” means, collectively, the Company Preferred Shares and the Company Common Shares.

“Company Share Conversion” means the conversion of each issued and outstanding Company Preferred Share into a Company Common Share in accordance with the terms of Part II B. (5) and Part II C. (5) of the Company Articles, subject to the terms and conditions set forth in the Business Combination Agreement, the Plan of Arrangement and in accordance with the provisions of applicable Law.

“Company Shareholders” means, collectively, the holders of Company Shares as of any determination time prior to the Arrangement Effective Time.

“Company Shareholders Agreement” means the amended and restated unanimous shareholders agreement entered into as of November 1, 2021 among all the shareholders of the Company and the Company as amended, supplemented, restated or replaced from time to time.

“Company Shareholders Meeting” means the meeting of the Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, that is to be convened as provided by the Interim Order to consider, and if deemed advisable approve, the Company Arrangement Resolution, and for any other purpose as may be set out in the Company Information Circular and agreed to by Prospector.”

“Continuance” means the continuance of Prospector from the Cayman Islands under the Companies Act to Canada as a corporation existing under the CBCA.”

“Continuance Proposal” means the proposal to approve the Continuance, and in connection therewith, the Prospector Canada Governing Documents, copies of which are attached to this proxy statement/prospectus as Annex D.

“Court” means the Superior Court of Québec.

“Desjardins” means Fédération des caisses Desjardins du Québec.

“Desjardins Credit Facility” means the Amended and Restated Financing Offer with Desjardins, as amended.

“DTC” means the Depository Trust Company.

“Effective Date” means the date this proxy statement/prospectus is deemed effective by the SEC.

“Equity Plan” means each plan, including any applicable sub-plan, that provides for the award to any current or former director, manager, officer, employee, individual independent contractor, consultant or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

“Equity Securities” means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person, including any voting interest (and including any stock appreciation, phantom equity, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor, including any convertible instrument.

“Equity Value” means US$200,000,000 plus an amount equal to the Aggregate In-the-Money Company Option Exercise Price.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“Exchange Consideration” means the aggregate number of Amalco Common Shares (deemed to have a value of US$10.00 per share) equal to (a) the Equity Value divided by (b) $10.00.

“Final Order” means the final order of the Court pursuant to section 192(4) of the CBCA, in a form acceptable to the Company and Prospector, each acting reasonably approving the Arrangement, as such order may be amended by the Court, or with the consent of both Prospector and the Company, such consent to not be unreasonably withheld, conditioned or delayed, at any time prior to the Arrangement Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended, on appeal, provided that any such amendment is reasonably acceptable to both Prospector and the Company.

“FS Investors” means FS LT Holdings LP, an affiliate of Sponsor.

“GAAP” means United States generally accepted accounting principles.

“Group Companies” means each of the Company and each of its Subsidiaries (including Newco) and collectively, the “Group Companies”.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Incentive Plan” means the Omnibus Incentive Plan substantially in the form attached as Exhibit E to the Business Combination Agreement, subject to any amendments or variations to which the Company and Prospector may mutually agree.

“Interim Order” means the interim order of the Court contemplated by the Plan of Arrangement and made pursuant to section 192(4) of the CBCA, in a form acceptable to the Company and Prospector, each acting reasonably providing for, among other things, the calling and holding of the Company Shareholders Meeting, as the same may be amended by the Court or with the consent of Prospector and the Company, such consent not to be unreasonably withheld, conditioned or delayed, provided that any such amendment is reasonably acceptable to each of the Company and Prospector.

“In-the-Money Company Option(s)” means, as of any determination time, each Company Option with an exercise price per Company Common Share that is less than the Per Share Consideration.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Rights Agreement” means the Investor Rights Agreement, to be entered into at the Closing, between Newco and IQ in substantially the form attached to this proxy statement/prospectus as Annex G.

“IPO” means Prospector’s initial public offering of Prospector Units, consummated on January 12, 2021.

“IQ” means Investissement Québec, a legal person established under the Act Respecting Investissement Québec, acting as agent for the government of Québec as part of the Fonds de développement économique and Fonds Propre.

“IQ Loan Agreement” means the PRSI, as amended by an amendment agreement executed as of March 30, 2021 and as further amended by an amendment agreement dated June 12, 2023, which transformed the loan into an interest-bearing loan (pay-in-kind interest at 12.0% per annum) and the amount available was reduced to approximately $19.3 million.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“LeddarTech” or the “Company” means LeddarTech Inc., a corporation existing under the laws of Canada.

“LeddarTech Holders” means the existing shareholders of LeddarTech who will be holders of Company Common Shares in connection with the transactions contemplated by the Business Combination Agreement.

“Nasdaq” means the Nasdaq Stock Market, LLC.

“Newco” means LeddarTech Holdings Inc., a corporation existing under the laws of Canada and a wholly owned subsidiary of LeddarTech.

“Newco Share” means one common share of Newco held by the Company.

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“PCAOB” means the Public Company Accounting Oversight Board.

“Per Share Consideration” means the number of Amalco Common Shares equal to (a) the Exchange Consideration, divided by (b) the number of Company Fully Diluted Shares.

“Person(s)” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, corporation or company with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or Governmental Entity however designated or constituted.

“PIPE Financing” means the PIPE Investors’ purchase of secured convertible notes of LeddarTech in accordance with the terms of the Subscription Agreement, in an aggregate principal amount of at least US$43,000,000.

“PIPE Investors” means those certain investors, including Sponsor and an affiliate of Sponsor, who have entered into the Subscription Agreement to purchase convertible notes of LeddarTech in the PIPE Financing.

“Plan of Arrangement” means the plan of arrangement in substantially the form attached to this proxy statement/prospectus as Annex C, subject to any amendments or variations to such plan made in accordance with the Business Combination Agreement and such plan of arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and Prospector, each acting reasonably.

“Private Placement Warrants” means the Prospector Warrants purchased by Sponsor in the IPO.

“Prospector” means Prospector Capital Corp., a Cayman Islands exempted company.

“Prospector Amalgamation” means the amalgamation of Prospector Canada and Newco in accordance with the terms of the Plan of Arrangement.

“Prospector Articles” means the amended and restated memorandum and articles of association of Prospector.

“Prospector Authorized Share Capital Proposal” means the proposal to approve an increase the authorized share capital of Prospector in order to create the Prospector Sponsor Non-Voting Special Shares.

“Prospector Board” means the board of directors of Prospector.

“Prospector Canada” means Prospector as it will exist under the laws of Canada following the Continuance.

“Prospector Canada Governing Documents” means the articles and by-laws of Prospector Canada in substantially the form attached to this proxy statement/prospectus as Annex D.

“Prospector Class A Shares” means Prospector’s Class A ordinary shares, US$0.0001 par value.

“Prospector Class B Shares” means Prospector’s Class B ordinary shares, US$0.0001 par value.

“Prospector Common Shares” means Prospector Class A Shares after giving effect to the Prospector Continuance.

“Prospector Earnout Special Shares” means new classes of non-voting shares in the capital of Prospector convertible into Prospector Class A Shares, which shall comprise (i) Class A Non-Voting Special Shares of a par value of US$0.0001 in the capital of Prospector (other than any Prospector Sponsor Non-Voting Special Shares), (ii) Class B Non-Voting Special Shares of a par value of US$0.0001 in the capital of Prospector, (iii) Class C Non-Voting Special Shares of a par value of US$0.0001 in the capital of Prospector, (iv) Class D Non-Voting Special Shares of a par value of US$0.0001 in the capital of Prospector, (v) Class E Non-Voting Special Shares of a par value of US$0.0001 in the capital of Prospector, and (vi) Class F Non-Voting Special Shares of a par value of US$0.0001 in the capital of Prospector, each having the rights provided for in the Prospector Articles.

“Prospector Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable (and not otherwise expressly allocated to a Group Company, to any Company Shareholders or any Company Equity Award holder pursuant to the terms of the Business Combination Agreement or any Ancillary Document), whether or not due, by Prospector, in connection with the negotiation, preparation or execution of the Business Combination Agreement or any Ancillary Document, the performance of its covenants or agreements in the Business Combination Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby (including the PIPE Financing), including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or

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other agents or service providers of Prospector and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to Prospector pursuant to the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing or anything to the contrary herein, Prospector Expenses shall not include any Company Expenses.

“Prospector New Earnout Special Shares” means Prospector Earnout Special Shares after giving effect to the Prospector Continuance.

“Prospector New Sponsor Non-Voting Special Shares” means Prospector Sponsor Non-Voting Special Shares after giving effect to the Prospector Continuance.

“Prospector New Vesting Sponsor Warrants” means Prospector Vesting Sponsor Warrants after giving effect to Prospector Continuance.

“Prospector New Warrants” means Prospector Warrants after giving effect to the Prospector Continuance.

“Prospector Non-Redeeming Shareholder” means each holder of a Prospector Class A Share that elects not to participate in the Prospector Shareholder Redemption.

“Prospector Shares” means (a) prior to the consummation of the Prospector Share Conversion, collectively, the Prospector Class A Shares and the Prospector Class B Shares, (b) from and after the consummation of the Prospector Share Conversion but prior to the consummation of the Prospector Continuance, collectively, the Prospector Class A Shares, the Prospector Sponsor Non-Voting Special Shares and the Prospector Earnout Special Shares, and (c) from and after the consummation of the Prospector Continuance, the Prospector Common Shares, the Prospector New Sponsor Non-Voting Special Shares and the Prospector New Earnout Special Shares. Any reference to the Prospector Shares in the Business Combination Agreement or any Ancillary Document shall be deemed to refer to clause (a), (b), and/or clause (c) of this definition as the context so requires.

“Prospector Share Conversion” means the conversion of each Prospector Class B Share into 0.75 of a Prospector Class A Share and 0.25 of a Prospector Sponsor Non-Voting Special Shares pursuant to the provisions of the Business Combination Agreement and the Plan of Arrangement.

“Prospector Share Issuance” means the issuance by Prospector of one additional Prospector Class A Share for each non-redeemed Prospector Class A Share held by each Prospector Non-Redeeming Shareholder.

“Prospector Shareholder Approval” means (i) with respect to the Business Combination Proposal, the Prospector Authorized Share Capital Proposal and the Adjournment Proposal, the affirmative vote of the holders of at least a majority of the Prospector Shares present in person or represented by proxy and entitled to vote at the Prospector Shareholders Meeting, in each case, in accordance with the Prospector Canada Governing Documents and applicable Law; and (ii) with respect to the Continuance Proposal, the Amalgamation Proposal, the A&R Prospector Governing Documents Proposal and the AmalCo Governing Documents Proposal, the affirmative vote of the holders of at least two-thirds of the Prospector Shares present in person or represented by proxy and entitled to vote at the Prospector Shareholders Meeting, in each case, in accordance with the Prospector Canada Governing Documents and applicable Law.

“Prospector Shareholder Redemption” means the redemption of Prospector Class A Shares on the terms and subject to the conditions set forth in the Prospector Governing Documents.

“Prospector Sponsor Non-Voting Special Shares” means a new class of shares in the capital of Prospector convertible into Prospector Class A Shares based on a vesting schedule, which shall comprise Class A Non-Voting Special Shares of a par value of US$0.0001 in the capital of Prospector (other than any Prospector Earnout Special Shares), each having the rights provided for in the Prospector Articles.

“Prospector Transactions” means, sequentially, (i) the Prospector Shareholder Redemption, (ii) the Prospector Share Issuance (iii) the Prospector Unit Separation, (iv) the Prospector Vesting Addition, (v) the Prospector Share Conversion, and (vi) the Prospector Continuance, as set out in the Business Combination Agreement, all of which shall occur on the Effective Date and prior to the Arrangement Effective Time.

“Prospector Unit” means each outstanding unit consisting of one Prospector Class A Share and one third of one Prospector Warrant.

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“Prospector Unit Separation” means the automatic separation of the Prospector Class A Shares and the Prospector Warrants comprising each issued and outstanding Prospector Unit immediately prior to the Prospector Share Issuance and the holder thereof being deemed to hold one Prospector Class A Share and one-third of one Prospector Warrant, provided, that no fractional Prospector Warrants will be issued in connection with the Prospector Unit Separation such that if a holder of Prospector Units would be entitled to receive a fractional Prospector Warrant upon the Prospector Unit Separation, the number of Prospector Warrants to be issued to such holder upon the Prospector Unit Separation shall be rounded down to the nearest whole number of Prospector Warrants.

“Prospector Vesting Addition” means the addition of any vesting conditions to the Prospector Warrants as per the terms of the Sponsor Letter Agreement.

“Prospector Vesting Sponsor Warrants” means the Prospector Warrants subject to the Prospector Vesting Addition as per the terms of the Sponsor Letter Agreement.

“Prospector Warrants” means each warrant to purchase one Prospector Class A Share at an exercise price of US$11.50 per share, subject to adjustment, upon the terms and conditions in the Warrant Agreement and Sponsor Letter Agreement, and shall include the Prospector Vesting Sponsor Warrants.

“Prospectus” means the prospectus included in the Registration Statement on Form S-1 (Registration No. 333-251523) filed with the U.S. Securities and Exchange Commission in connection with the IPO.

“PRSI” means the non-interest bearing loan agreement with IQ, dated as of January 23, 2020, providing for a loan of up to $19.8 million.

“Public Warrants” means the Prospector Warrants issued and delivered to public investors in the IPO.

“Registration Rights Agreement” means the registration rights agreement to be entered into at Closing, by and among the Surviving Company, the Sponsor, the PIPE Investors and certain existing shareholders of the Company, in the form attached this proxy statement/prospectus as Annex H.

“Rollover Equity Award” means an equity award with respect to the Surviving Company Shares that is received in exchange for a Company Equity Award upon disposition and cancellation of such Company Equity Award.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means Prospector Capital Sponsor, LLC, a Cayman Islands limited liability company.

“Sponsor Letter Agreement” means the Sponsor Letter Agreement, dated as of June 12, 2023, among Prospector, LeddarTech, Newco, FS Investors and Sponsor attached to this proxy statement/prospectus as Annex I.

“Subscription Agreement” means the Subscription Agreement, dated as of June 12, 2023 and amended as of October 30, 2023, among LeddarTech Inc. and the PIPE Investors.

“Subsidiary” has the meaning attributed to such term in the CBCA.

“Surviving Company” means LeddarTech Holdings Inc., the corporation resulting from the amalgamation of LeddarTech and AmalCo.

“Surviving Company Board” means the board of directors of the Surviving Company.

“Surviving Company Common Shares” means the AmalCo Common Shares outstanding immediately after the Company Amalgamation.

“Surviving Company Earnout Non-Voting Special Shares” means the AmalCo Earnout Non-Voting Special Shares outstanding immediately after the Company Amalgamation.

“Surviving Company Governing Documents” means the AmalCo Governing Documents following the Company Amalgamation.

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“Surviving Company Shares” means, collectively, the Surviving Company Common Shares, the Surviving Company Earnout Non-Voting Special Shares and the Surviving Company Sponsor Non-Voting Special Shares.

“Surviving Company Sponsor Non-Voting Special Shares” means the AmalCo Sponsor Non-Voting Special Shares outstanding immediately after the Company Amalgamation.

“Surviving Company Vesting Sponsor Warrants” means AmalCo Vesting Sponsor Warrants outstanding immediately after the Company Amalgamation.

“Surviving Company Warrants” means each warrant representing the right to purchase one (1) Surviving Company Common Share at an exercise price of $11.50 per share, subject to adjustment, on the terms and subject to the conditions set forth in the Warrant Agreement, and, as applicable, the Sponsor Letter Agreement and shall include Surviving Company Vesting Sponsor Warrants.

“Termination Date” means December 31, 2023.

“Warrant Agreement” means the Warrant Agreement, dated as of January 7, 2021, by and between Prospector and Continental Stock Transfer & Trust Company, as trustee.

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EXCHANGE RATE INFORMATION

The following table sets forth, for the periods presented, the rates of exchange of one United States dollar, expressed in Canadian dollars, (i) the high and low exchange rates during each period, (ii) the average of the exchange rates on the last day of each month during each period, and (iii) the exchange rate at the end of each period. These rates are based on the data published by the Bank of Canada.

 

High

 

Low

 

Average

 

End

Year ended December 31, 2020

 

$

1.4495

 

$

1.2718

 

$

1.3414

 

$

1.2732

Year ended December 31, 2021

 

$

1.2942

 

$

1.2040

 

$

1.2535

 

$

1.2678

Year ended December 31, 2022

 

$

1.3856

 

$

1.2451

 

$

1.3011

 

$

1.3544

January 2023

 

$

1.3658

 

$

1.3314

 

$

1.3427

 

$

1.3350

February 2023

 

$

1.3622

 

$

1.3312

 

$

1.3450

 

$

1.3609

March 2023

 

$

1.3807

 

$

1.3533

 

$

1.3682

 

$

1.3533

April 2023

 

$

1.3625

 

$

1.3359

 

$

1.3490

 

$

1.3578

May 2023

 

$

1.3628

 

$

1.3354

 

$

1.3520

 

$

1.3603

June 2023

 

$

1.3445

 

$

1.3151

 

$

1.3288

 

$

1.3248

July 2023

 

$

1.3366

 

$

1.3111

 

$

1.3215

 

$

1.3188

August 2023

 

$

1.3611

 

$

1.3274

 

$

1.3485

 

$

1.3508

September 2023

 

$

1.3684

 

$

1.3445

 

$

1.3535

 

$

1.3586

October 2023

 

$

1.3882

 

$

1.3585

 

$

1.3717

 

$

1.3874

November 2023 (through November 27)

 

$

1.3875

 

$

1.3623

 

$

1.3730

 

$

1.3635

____________

All information in this table is based on the daily average exchange rate published by the Bank of Canada on each business day by 4:30 PM ET.

On November 27, 2023, the daily average exchange rate published by the Bank of Canada was US$1.00 equals $1.3635. The U.S./Canadian dollar exchange rate has varied significantly over the last several years, and investors are cautioned that the exchange rates presented here are historical and are not indicative of future exchange rates.

INDUSTRY AND MARKET DATA

The industry and market data relating to LeddarTech’s business included in this proxy statement/prospectus is based on LeddarTech’s internal estimates and research, as well as publications, research, surveys and studies conducted by independent third parties not affiliated to LeddarTech. Industry publications, studies and surveys generally state that they were prepared based on sources believed to be reliable, although there is no guarantee of accuracy. While LeddarTech believes that each of these studies and publications is reliable, LeddarTech has not independently verified the market and industry data provided by third-party sources. In addition, while LeddarTech believes its internal research is reliable, such research has not been verified by any independent source. LeddarTech notes that assumptions underlying industry and market data are subject to risks and uncertainties, including those discussed under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this proxy statement/prospectus.

Trademarks, trade names and service marks

LeddarTech, Newco, Prospector and their respective subsidiaries and affiliates own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their respective businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks, including, but not limited to, LeddarVision™, LeddarSense™ and VayaVision™. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the EGM, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Prospector’s shareholders. Prospector urges its shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 10:00 a.m., Eastern Time, on December 13, 2023 at 1221 Avenue of Americas, New York, NY 10020, and virtually via live webcast. To participate in the EGM online, visit https://www.cstproxy.com/prospectorcapital/egm2023 and enter the 12 digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Questions and Answers About the EGM of Prospector’s Shareholders and the Related Proposals

Q.     Why am I receiving this proxy statement/prospectus?

A.     You are receiving this proxy statement/prospectus in connection with the EGM of Prospector. Prospector is holding the EGM to consider and vote upon the shareholder proposals described below, including a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination.

Prospector’s shareholders are being asked to consider and vote upon the shareholder proposals described below.

The presence, in person or by proxy, of Prospector shareholders representing a majority of the issued and outstanding ordinary shares on November 14, 2023 (the “Record Date”) and entitled to vote on the shareholder proposals to be considered at the EGM, will constitute a quorum for the EGM.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT.    PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF PROSPECTOR AND THE COMPANY, CAREFULLY AND IN ITS ENTIRETY.

Q.     What matters will shareholders consider at the EGM?

A.     At Prospector’s EGM, Prospector will ask its shareholders to vote in favor of the following proposals (the “Shareholder Proposals”):

The Business Combination Proposal — a proposal to approve, by way of ordinary resolution under Cayman Islands law, the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination.

The Prospector Authorized Share Capital Proposal — a proposal to increase, by way of ordinary resolution under Cayman Islands law, the authorized share capital of Prospector in order to create (i) the Prospector Sponsor Non-Voting Special Shares and (ii) the Prospector Earnout Special Shares.

The A&R Prospector Governing Documents Proposal — a proposal to approve, by way of special resolution under Cayman Islands law, and adopt an amendment to the Prospector Articles to effect (i) the Prospector Share Issuance, (ii) the creation the Prospector Sponsor Non-Voting Special Shares, (iii) the creation of the Prospector Earnout Special Shares and (iv) the conversion of each Prospector Class B Share (as defined herein) into 0.75 Prospector Class A Shares and 0.25 Prospector Sponsor Non-Voting Special Shares.

The Continuance Proposal — a proposal to approve, by way of special resolution under Cayman Islands law, the Continuance as part of the Plan of Arrangement, in substantially the form attached to this proxy statement/prospectus as Annex C, subject to amendments and variations in accordance with the Business Combination Agreement and, in connection therewith, the adoption of the Prospector Canada Governing Documents, copies of which are attached to this proxy statement/prospectus as Annex D.

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The Amalgamation Proposal — a proposal to approve the Prospector Amalgamation as part of the Plan of Arrangement, in substantially the form attached to this proxy statement/prospectus as Annex C, subject to amendments and variations in accordance with the Business Combination Agreement.

The AmalCo Governing Documents Proposal — the proposal to approve and adopt the articles and by-laws of AmalCo, on an advisory basis, in their entirety, copies of which are attached to this proxy statement/prospectus as Annex E, and the sub-proposals to approve those material aspects of the AmalCo Governing Documents that do not appear in or are different from the Articles.

The Adjournment Proposal — a proposal to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve one or more proposals presented to shareholders for vote.

After careful consideration, the Prospector Board has determined that each of (a) the Business Combination Proposal, (b) the Prospector Authorized Share Capital Proposal, (c) A&R Prospector Governing Documents Proposal, (d) the Continuance Proposal, (e) the Amalgamation Proposal, (f) the AmalCo Governing Documents Proposal and (g) the Adjournment Proposal, if presented, are in the best interests of Prospector and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those Shareholder Proposals.

The existence of financial and personal interests of one or more of Prospector’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Prospector and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals. When you consider the recommendation of Prospector’s board of directors in favor of approval of each of the Shareholder Proposals to be presented at the EGM, you should keep in mind that certain of Prospector’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. See the section entitled “The Business Combination — Interests of Prospector’s Executive Directors and Officers in the Business Combination.”

Q.     Are any of the proposals conditioned on one another?

A.     The Closing of the Business Combination is conditioned on the approval of each of the proposals presented at the EGM, except for the Adjournment Proposal. In addition, each of the other proposals (other than the Adjournment Proposal), is conditioned on the approval of all other proposals at the EGM, except for the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal at the EGM. It is important to note that in the event that any proposal, other than the Adjournment Proposal, is not approved, then Prospector will not consummate the Business Combination. If Prospector does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023, Prospector will be required to dissolve and liquidate.

Q.     What vote is required to approve the Shareholder Proposals?

A.     The approval of each of the Business Combination Proposal, the Prospector Authorized Share Capital Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Prospector Shares issued and outstanding, together as a single class, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the EGM.

The approval of each of the A&R Prospector Governing Documents Proposal, the Continuance Proposal, the Amalgamation Proposal and the AmalCo Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Prospector Shares who attend and vote, together as a single class, represented in person or by proxy, at the EGM. Prospector Shares that are present virtually during the EGM constitute Prospector Shares represented “in person.”

Accordingly, if a shareholder fails to attend virtually or in person at the EGM or fails to submit a valid proxy (or have its broker or other nominee submit one on its behalf), such shares will not be counted for the purposes of establishing a quorum. If a shareholder does not attend the EGM (virtually or in person) or appoint a proxy, such shares will not be counted for the purposes of any vote. Abstentions, shares represented at the EGM online or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the shareholder has given the broker

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or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. However, neither a shareholder’s failure to vote online or by proxy, a broker non-vote nor an abstention will be considered a vote cast at the EGM and thus will have no effect on the outcome of any of the proposals presented at the EGM. If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the EGM.

As of the Record Date, the Sponsor beneficially owned an aggregate of approximately 78.7% of the outstanding shares of Prospector Shares. The Sponsor has agreed to vote all of its Prospector Class B Shares and any Prospector Class A Shares acquired by it in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, the Sponsor has not acquired any Prospector Class A Shares. As a result, we would not need any additional Prospector Class A Shares to be voted in favor of the Shareholder Proposals to have the Shareholder Proposals, including the Business Combination Proposal, approved.

Q.     What will happen upon the consummation of the Business Combination?

A.     Following the Continuance and upon the consummation of the Prospector Amalgamation, non-redeeming shareholders of Prospector immediately prior to the consummation of such transactions will hold two AmalCo Shares for each Prospector Share held immediately prior to such transactions and each holder of Prospector Warrants immediately prior to such transactions will hold one AmalCo Warrant for each Prospector Warrant held immediately prior to such transactions. Following the Prospector Amalgamation and upon the consummation of the Share Exchange, AmalCo will acquire all of the issued and outstanding Company Common Shares from LeddarTech Holders in exchange for AmalCo Shares having an aggregate equity value of US$200 million (at a negotiated value of US$10.00 per share). The negotiated $10 per share equity value of the AmalCo shares to be issued to LeddarTech holders in exchange for all of the issued and outstanding Company Common Shares may not be considered as an indication as to the potential market price of the Surviving Company Common Shares upon the completion of the Business Combination, which is subject to numerous risks. See “Risk Factors — Risks Related Common Shares Following the Business Combination and the Surviving Company Operating as a Public Company — The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination, and an active market for the Surviving Company’s securities may not materialize, which would adversely affect the liquidity and price of the Surviving Company’s securities,” “ — Warrants will become exercisable for Surviving Company Common Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders” and “— If the benefits of the Business Combination do not meet the expectations of investors, shareholders or financial analysts, the market price of the Surviving Company’s securities may decline.” Upon the Closing, LeddarTech will amalgamate with AmalCo and the Surviving Company will use the name “LeddarTech Holdings Inc.” In connection with the Company Amalgamation, the securities of AmalCo will convert into an equivalent number of corresponding securities in the Surviving Company and each of LeddarTech’s Equity Awards that is not canceled pursuant to the Business Combination Agreement and the Plan of Arrangement will be exchanged for an equity award with respect to Surviving Company Shares, the Equity Plans (other than the Incentive Plan) will be terminated, and the options to purchase LeddarTech’s class M shares will become options to purchase Surviving Company Common Shares. See “Prospector Shareholder Proposal No. 1 — The Business Combination Proposal” for further information on the consideration being paid in the Business Combination.

Q.     How has the announcement of the Business Combination affected the trading price of the Prospector Shares?

A.     On June 9, 2023, the last trading date prior to the public announcement of the Business Combination, Prospector Units, Prospector Class A Shares and Prospector Warrants closed at US$10.41, US$10.43 and US$0.055, respectively. As of November 27, 2023, the last practicable trading day immediately prior to the date of this proxy statement/prospectus, the closing price for each of the Prospector Units, Prospector Class A Shares and Prospector Warrants closed at US$10.79, US$10.79 and US$0.055, respectively.

Q.     What are the U.S. federal income tax consequences of the Prospector Share Issuance?

A.     As discussed more fully below under the section entitled “Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the Prospector Share Issuance to U.S. Holders,” the Prospector Share Issuance is expected to be a taxable transaction for U.S. Holders. If you are a U.S. Holder receiving Prospector Class A Shares in the Prospector Share Issuance, you are urged to consult your tax advisor to determine the tax consequences thereof.

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Q.     Why is Prospector proposing the Business Combination Proposal?

A.     Prospector was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Prospector is not limited to any particular industry or sector but decided to target opportunities that focus on advanced and highly differentiated solutions for the technology sector, including advanced communications, applications and services (such as 5G), cloud and edge computing, artificial intelligence (AI), machine learning (ML), augmented and virtual reality (AR/VR), disruptive transport technologies and computer vision. Since Prospector’s organization, the Prospector team has sought to identify suitable candidates in order to effect such a transaction. In its review of the Company, the Prospector Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Prospector Board has determined that the Business Combination presents a highly-attractive business combination opportunity and is in the best interests of Prospector shareholders. The Prospector Board believes that, based on its review and consideration, the Business Combination with the Company presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Prospector shareholder approval of the Business Combination is required by the Business Combination Agreement. See the section entitled “Prospector Shareholder Proposal No.1 — The Business Combination Proposal — Prospector’s Board’s Reasons for the Approval of the Business Combination” and “Risk Factors — Risks Related to Our Business” for more details.

Q.     Why is Prospector proposing the Prospector Authorized Share Capital Proposal?

A.     The purpose of the Prospector Authorized Share Capital Proposal is to increase the authorized share capital of Prospector in order to create (i) the Prospector Sponsor Non-Voting Special Shares and (ii) the Prospector Earnout Special Shares.

Q.     Why is Prospector proposing the A&R Prospector Governing Documents Proposal?

A.     The purpose of the A&R Prospector Governing Documents Proposal is to amend the Prospector Articles such that (i) Prospector can issue one additional Prospector Class A Share for each non-redeemed Prospector Class A Share held by shareholders who do not redeem their Prospector Class A Shares in connection with the Business Combination and (ii) new classes of shares of capital in Prospector can be created, convertible into Prospector Class A Shares and redeemable in accordance with their terms.

Q.     How do Prospector’s Articles differ from AmalCo’s articles and by-laws to be adopted in connection with the Business Combination pursuant to the AmalCo Governing Documents Proposal?

A.     The provisions of Prospector’s Articles relating to the Prospector Class B Shares, the IPO, the Sponsor, the Business Combination and other related matters will not be reproduced in AmalCo’s articles and by-laws as they will no longer be relevant. As the Prospector Class B Shares will have been converted into Prospector Common Shares and Prospector Sponsor Non-Voting Special Shares following the Continuance, AmalCo’s articles will provide that its authorized capital will only consist of an unlimited number of common shares, an unlimited number of Class A Non-Voting Special Shares, an unlimited number of Class B Non-Voting Special Shares, an unlimited number of Class C Non-Voting Special Shares, an unlimited number of Class D Non-Voting Special Shares, an unlimited number of Class E Non-Voting Special Shares, an unlimited number of Class F Non-Voting Special Shares and an unlimited number of special shares, issuable in classes.

Subject to certain rights of the holders of preferred shares and any other class ranking senior to the common shares, holders of common shares will have the right to receive notice of, and to attend and vote at all meetings of the shareholders which they are entitled to vote of AmalCo (with each common share entitling the holder thereof to one vote), to receive dividends declared on the common shares and to receive the remaining property and assets of AmalCo in the event of a liquidation, dissolution or winding up of AmalCo. In accordance with AmalCo’s articles, the board of directors will be authorized to issue preferred shares from time to time in one or more series and to fix the rights, qualifications, limitations or restrictions, if any, of such preferred shares.

AmalCo will have customary by-laws for a Canadian public company incorporated under the CBCA. Its board of directors will consist of a maximum of seven directors and, as opposed to Prospector’s Articles, the board will not be divided into classes and each director will be elected on an annual basis. The board of directors, the chair of the board, the president and the chief executive officer of AmalCo will have the power to call a meeting of

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shareholders upon notifying the shareholders at least 21 days and not more than 60 days prior to the date of such meeting. AmalCo’s by-laws will provide that a quorum is present at a meeting of shareholders if the holders of not less than 331/3% of the shares entitled to vote at such meeting are present in person or represented by proxy, regardless of the number of persons actually present at the meeting. Any question at a meeting of shareholders will be decided by a majority of the votes cast on the question unless the articles, the by-laws, the CBCA or other applicable law requires otherwise. The chair of any meeting of shareholders will not be entitled to a second or casting vote in the event that there is an equality of votes.

AmalCo’s by-laws will include an advance notice provision which sets out the manner in which persons may be nominated for election to the board of directors. Among other things, the advance notice provision will provide that notice of a nomination must be provided to the board of directors, in the case of an annual meeting, not less than 30 days and not more than 50 days prior to the date of the meeting, and in the case of a special meeting (which is also not an annual meeting), not later than the close of business on the 15th day following the day that is the earlier of the date that a notice of meeting is filed for such meeting and the date on which the first public announcement of the date of the special meeting of shareholders was made. A proper notice must be in written form and set forth certain prescribed information about the proposed nominee and the nominating shareholder.

AmalCo’s by-laws will also provide, subject to limited exceptions, that the Superior Court of Québec, Canada and the appellate courts therefrom will be the sole and exclusive forum for certain shareholder litigation matters.

Q.     Who is the Company?

A.     LeddarTech Inc. was formed on July 3, 2007 under the CBCA and is a leading company in the development of software targeted at the advanced driver assistance system (“ADAS”) and autonomous driving (“AD”) market. LeddarTech provides innovative low-level sensor fusion and perception ADAS and AD software technology that delivers high performance and is scalable, cost-effective and sensor-agnostic. These solutions enable customers to solve critical environmental sensing, fusion and perception challenges across the entire value chain.

Q.     What equity stake will current Prospector shareholders and Company shareholders have in the Surviving Company after the Closing?

A.     It is anticipated that, immediately following upon completion of the Business Combination, and assuming no redemptions, (i) Prospector’s existing public shareholders would own approximately 14.4% of the outstanding Surviving Company Common Shares, (ii) the Sponsor (excluding securities acquired in the PIPE Financing) would own approximately 20.0% of the outstanding Surviving Company Common Shares, (iii) the Company Shareholders (including affiliates of the Sponsor, but excluding securities acquired in the PIPE Financing) would own approximately 37.7% of the outstanding Surviving Company Common Shares and (iv) PIPE Investors (solely with respect to securities acquired in the PIPE Financing) would own approximately 27.9% of the outstanding Surviving Company Common Shares. The foregoing anticipated ownership percentages at closing assume that none of the secured convertible notes issued in the PIPE Financing have been converted. Such secured convertible notes would entitle the holders to convert into approximately 4.4 million Surviving Company Common Shares at closing, without giving effect to any PIK interest. The expected number of Surviving Company Shares to be issued by Surviving Company and the ownership percentages set forth above are calculated based on a number of additional assumptions, including that (i) none of Prospector’s existing public shareholders exercise their redemption rights and (ii) no exercise of any Company or Prospector warrants or outstanding Company options prior to or in connection with the Business Combination has occurred, and are subject to adjustment in accordance with the terms of the Business Combination Agreement.

If the actual facts are different than these assumptions, the percentage ownership retained by Prospector’s existing shareholders will be different. For example, assuming that (i) public shareholders exercise their redemption rights with regard to all of the Prospector Class A Shares and (ii) no additional equity securities of Prospector are issued, (w) Prospector’s public shareholders would not own any of the outstanding Surviving Company Common Shares, (x) the Sponsor (excluding securities acquired in the PIPE Financing) would own approximately 23.4% of the outstanding Surviving Company Common Shares, (y) the Company Shareholders (including affiliates of the Sponsor, but excluding securities acquired in the PIPE Financing) would own approximately 44.1% of the outstanding Surviving Company Common Shares and (z) PIPE Investors (solely with respect to securities acquired in the PIPE Financing) would own approximately 32.5% of the outstanding Surviving Company Common Shares, in each case upon completion of the Business Combination. If public shareholders exercise

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their redemption rights with regard to all of the Prospector Class A Shares, there may be a significant impact on the Surviving Company’s liquidity. See “Risk Factors — Risks Related to Our Business — The Surviving Company will likely have limited sources of available liquidity following completion of the Business Combination and if it does not raise additional capital is expected to operate under an alternative operating plan. If the Surviving Company does not secure additional sources of capital in connection with the Business Combination, it will need to reduce its operating costs to ensure sufficient liquidity for its operations and to comply with the requirements of its debt obligations. A reduction in the Surviving Company’s operating costs may materially adversely affect the Surviving Company in a number of ways” and “LeddarTech Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and capital management.”

Q.     Who will be the directors of the Surviving Company if the Business Combination is consummated?

A.     The Business Combination Agreement provides that the parties will take all action within their power as may be necessary or appropriate such that, immediately following the consummation of the Business Combination, the Surviving Company board of directors the Surviving Company Board will be comprised of seven directors, including two directors designated by Sponsor.

Under the Sponsor Letter Agreement, FS Investors will have the right to designate for nomination a number of directors to the Surviving Company Board as follows: (i) two members designated by FS Investors so long as FS Investors and the Sponsor in the aggregate beneficially own at least 20% of the outstanding the Surviving Company Shares and (ii) one member designated by FS Investors thereafter until the date that FS Investors and the Sponsor in the aggregate beneficially own at least 10% of the outstanding Surviving Company Shares.

Under the Investor Rights Agreement, IQ will also have the right to designate for nomination one director to the Surviving Company Board for so long as IQ holds more than 60% of the equity interests in the Company that it owns at closing of the PIPE Financing, provided, however, that IQ shall nonetheless maintain its nomination right in respect of the next shareholders meeting relating to the election of directors of the Surviving Company that is called after the date upon which IQ’s equity interest falls below the foregoing threshold.

Upon the Closing, the initial directors of the Surviving Company are expected to be Frantz Saintellemy, Charles Boulanger, Derek Aberle, Nick Stone, Michelle Sterling and Yann Delabrière, with an additional director expected to be nominated by IQ and appointed to the Surviving Company board of directors following the Closing.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement that must be satisfied or waived in order to complete the Business Combination, including, among others, that (i) Prospector’s and the Company’s shareholders have approved and adopted the Business Combination Agreement and the Business Combination and (ii) immediately after the Closing, the aggregate cash proceeds actually received (or deemed received) by LeddarTech, AmalCo or the Surviving Company in respect of the PIPE Financing, together with any funds in the Trust Account, shall be equal to or greater than US$43.0 million. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”

Q.     Do the Company’s shareholders need to approve the Business Combination?

A.     Yes. It is a condition to Closing that the Company Holders approve the Arrangement and related transactions. In order to approve the Arrangement, LeddarTech convened a meeting of LeddarTech Holders pursuant to an interim order of the Court, providing for, among other things, the calling and holding of such meeting to consider, and if deemed advisable approve, a special resolution of LeddarTech Holders in respect of the Arrangement and related transactions, in substantially the form attached as Exhibit A to the Business Combination Agreement (which is included as Annex A to this proxy statement/prospectus). In connection with such meeting, LeddarTech distributed a management information circular to its shareholders.

Concurrently with the execution of the Business Combination Agreement, certain Company Shareholders constituting a Preferred Majority and a Class D Majority (in each case as defined in the Company Shareholders Agreement) (collectively, the “Supporting Company Shareholders”) have duly executed and delivered to Prospector and the Company the Consent and Waiver of the Supporting Company Shareholders.

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Q.     Do the Company’s shareholders have dissent rights?

A.      Company Holders are entitled to dissent rights on the Company Arrangement Resolution if they follow procedures specified in the CBCA, as may be modified by the Interim Order, the Final Order and the Plan of Arrangement.

Q.     May Prospector, the Sponsor or Prospector’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.     In connection with the shareholder vote to approve the proposed Business Combination, and assuming Prospector does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Sponsor and Prospector’s initial shareholders, directors, officers, advisors and/or their affiliates may purchase Class A Shares or Warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. There is no limit on the number of shares Prospector’s initial shareholders, directors, officers, advisors and/or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or Warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. In the event that the Sponsor, directors, officers, advisors and/or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Prospector does not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. The purpose of any such purchases of shares could be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or (ii) to satisfy the closing condition to have a minimum net worth or a certain amount of cash at the closing of the Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of Warrants could be to reduce the number of Warrants outstanding or to vote such Warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of Prospector’s securities may result in the completion of the Business Combination that may not otherwise have been possible.

Q.     What is the PIPE Financing?

A.     Prior to the execution of the Business Combination Agreement, the Company entered into the Subscription Agreement with certain PIPE Investors, pursuant to which the PIPE Investors agreed to purchase convertible notes of the Company in an aggregate principal amount of approximately US$44.0 million, payable in two tranches. The issuance of the first tranche of the PIPE Financing in the aggregate principal amount of approximately US$22.0 million occurred in connection with the execution of the Business Combination Agreement. FS LT Holdings LP, an affiliate of the Sponsor, and the Sponsor are participants in the PIPE Financing and are investing US$17,025,000 in the PIPE Financing. Derek Aberle, the Chief Executive Officer of Prospector, and a member of the board of directors of LeddarTech, is an existing investor in the Company and is investing US$210,000 in the PIPE Financing.

Q.     How many votes do I have at the EGM?

A.     Prospector’s shareholders are entitled to one vote at the EGM for each Prospector Share held of record as of the Record Date. As of the close of business on the Record Date, there were 10,319,056 outstanding Prospector Shares.

Q.     How will the Sponsor vote?

A.     Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Letter Agreement with Prospector, the Company and Newco, pursuant to which the Sponsor agreed to, among other things, (i) vote or cause to be voted (whether in person, by proxy or by action by written consents, as applicable all of its Prospector Class B Shares in favor of the Business Combination; (ii) be bound by certain

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other covenants and agreements related to the Business Combination and (iii) waive the anti-dilution protection with respect to the Prospector Class B Shares (whether resulting from the PIPE Financing or otherwise), in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Q.     What interests do Prospector’s current officers and directors have in the Business Combination?

A.     Prospector’s directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

        the beneficial ownership of the Sponsor and certain of Prospector’s officers and directors of an aggregate of 8,125,000 Prospector Class B Shares, which shares would become worthless if Prospector does not complete a business combination within the applicable time period, as the Sponsor and independent directors have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately US$87.8 million based on the closing price of Class A Shares of US$10.80 on Nasdaq on November 14, 2023, the Record Date for the EGM of the shareholders;

        Messrs. Aberle and Stone, Prospector’s Chief Executive Officer and Chief Financial Officer, respectively, are both directors of Prospector, managers of the Sponsor, serve on the board of directors of the Company and Mr. Stone is a manager of FS Investors, which holds approximately 25.8% of the Company on an as-converted basis prior to the Business Combination. As a result of the foregoing, Messrs. Aberle and Stone may be deemed to have a significant influence over the Company and conflicts of interest in the Business Combination with the Company. All of the other members of Prospector board of directors other than Ron Lumbra have direct or indirect investments in the Company prior to the Business Combination through an investment vehicle created by FS Investors. Mr. Aberle is also an existing investor in the Company and is investing US$210,000 in the PIPE Financing;

        the Sponsor is expected to hold an aggregate of approximately 20.0% of the outstanding Surviving Company Shares upon the consummation of the Business Combination, assuming no redemptions by Prospector’s public shareholders;

        Prospector’s directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Prospector’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

        the potential continuation of certain of Prospector’s directors as directors of the Surviving Company;

        the continued indemnification of current directors and officers of Prospector and the continuation of directors’ and officers’ liability insurance after the Business Combination; and

        the Articles provide that Prospector renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Prospector and such opportunity is one Prospector is legally and contractually permitted to undertake and would otherwise be reasonable for Prospector to pursue, and to the extent the director or officer is permitted to refer that opportunity to Prospector without violating another legal obligation. Notwithstanding such provision, Prospector believes that such provision did not impact Prospector’s search for a business combination target because Prospector’s officers and directors have confirmed to Prospector that there were no such corporate opportunities that were not presented to Prospector pursuant to such provision.

These interests may influence Prospector’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination — Interests of Prospector’s Directors and Officers in the Business Combination.”

Q.     Did Prospector’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. On June 8, 2023, at a meeting of the Prospector Board, Current Capital Securities LLC (“Current Capital”) rendered its oral opinion to the Prospector Board, subsequently confirmed in writing, as to the fairness, from a financial point of view, as of such date, to Prospector of the consideration to be received by the Company’s

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equityholders pursuant to the Business Combination Agreement, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Current Capital in preparing its opinion.

The full text of Current Capital’s written opinion, dated June 8, 2023, which sets forth the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken, and other matters considered by Current Capital in connection with the opinion, is attached to this proxy statement/prospectus as Annex J. The summary of Current Capital’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Current Capital’s written opinion. Current Capital’s opinion was provided for the information and assistance of the Prospector Board and the opinion does not constitute a recommendation as to how any Prospector shareholder should vote or act (including with respect to any redemption rights) with respect to the Business Combination or any other matter.

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and Prospector does not consummate a business combination by December 31, 2023, Prospector will be required to dissolve and liquidate the Trust Account.

Q.     Do I have redemption rights?

A.     If you are a holder of Prospector Class A Shares, you may redeem, prior to the Continuance, your Prospector Class A Shares for cash equal to your pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of Prospector’s IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Prospector to pay its income taxes and for working capital purposes. The per-share amount Prospector will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions Prospector would have paid to the underwriters of the IPO if the Business Combination is consummated, as the underwriter waived any entitlement to the deferred underwriting commission. Each of our public shareholders will be entitled to receive one Prospector Class A Share for each Prospector Class A Share they elect to not redeem in connection with the closing of the Business Combination.

Holders of the outstanding Public Warrants issued in Prospector’s IPO do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Prospector Class B Shares and any Prospector Class A Shares that they may have acquired during or after Prospector’s IPO in connection with the completion of Prospector’s initial business combination. The Prospector Class B Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Additionally, Prospector Class A Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Prospector to pay income taxes (less US$100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on December 12, 2023 (one business day before the EGM), (i) submit a written request to Prospector’s transfer agent that Prospector redeem your Prospector Class A Shares for cash (and first elect to separate your Prospector Units into the underlying Prospector Class A Shares and Warrants, if applicable), and (ii) deliver your share certificates to Prospector’s transfer agent physically or electronically through the DTC. The address of Continental Stock Transfer & Trust Company, Prospector’s transfer agent (the “Transfer Agent”), is listed under the question “Who can help answer my questions?” below. Prospector requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your share certificates generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your share certificates are delivered to Prospector’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Prospector’s transfer agent will need to act to facilitate the request. It is Prospector’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent.

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However, because Prospector does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Prospector’s consent, until the vote is taken with respect to the proposals to be presented at the EGM. If you delivered your share certificates for redemption to Prospector’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Prospector’s transfer agent return the share certificates (physically or electronically). Such requests may be made by contacting Prospector’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?

Holders of Prospector Class A Shares will be entitled to request that their Prospector Class A Shares be redeemed for the Redemption Price. For illustrative purposes, as of November 24, 2023, this would have amounted to approximately US$10.90 per issued and outstanding Prospector Class A Share. However, the proceeds deposited in the Trust Account could become subject to the claims of Prospector’s creditors, if any, which could have priority over the claims of the Prospector Class A Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Prospector Class A Shareholders electing to redeem their Prospector Class A Shares will be distributed promptly after the consummation of the Business Combination. Each of our public shareholders will be entitled to receive one Prospector Class A Share for each Prospector Class A Share they elect to not redeem in connection with the closing of the Business Combination.

Q.     Is there a limit on the number of shares I may redeem?

A.     A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Prospector Class A Shares. Accordingly, all shares in excess of 15% of the Prospector Class A Shares owned by a holder or group of holders will not be redeemed. On the other hand, a public shareholder who holds less than 15% of the Prospector Class A Shares may redeem all of the Prospector Class A Shares held by him or her for cash.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your Prospector Class A Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus, or do not vote your shares. As a result, the Business Combination Proposal, the Prospector Authorized Share Capital Proposal, the A&R Prospector Governing Documents Proposal, the Continuance Proposal, the Amalgamation Proposal and the AmalCo Governing Documents Proposal can be approved by shareholders who will redeem their Prospector Class A Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Prospector Class A Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the continued listing standards of Nasdaq.

It is a condition to Closing under the Business Combination Agreement, however, that immediately after the Closing, the aggregate cash proceeds actually received (or deemed received) by LeddarTech, AmalCo or the Surviving Company in respect of the PIPE Financing, together with any funds in the Trust Account, shall be equal to or greater than US$43.0 million. Based on the fair value of the marketable securities held in the Trust Account and the proceeds expected to be received from the PIPE Financing, Prospector would be able to meet this closing condition even if all of the Class A Shares are redeemed. Nonetheless, if redemption of the Class A Shares causes Prospector to be unable to meet this closing condition, then the Company will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition.

 

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Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences for U.S. Holders Exercising Redemption Rights.” If you are a U.S. Holder of Prospector Class A Shares contemplating exercise of your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q.     What are the U.S. federal income tax consequences of the Continuance and Prospector Amalgamation?

A.     Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the Continuance and the Prospector Amalgamation to U.S. Holders” below, the Continuance and the Prospector Amalgamation should each qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code. In general, if the Continuance and the Prospector Amalgamation each so qualify, a U.S. Holder should not recognize any gain or loss for U.S. federal income tax purposes in connection therewith.

The tax consequences of the Continuance and the Prospector Amalgamation are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the Continuance and the Prospector Amalgamation, see the section entitled “Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the Continuance and the Prospector Amalgamation to U.S. Holders.” If you are a U.S. Holder exchanging Prospector Class A Shares or Public Warrants in the Continuance and exchanging shares or warrants in Prospector Canada in the Prospector Amalgamation, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q.     If I hold warrants, can I exercise redemption rights with respect to my warrants?

A.     No. There are no redemption rights with respect to the warrants.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. There are no appraisal rights available to holders of Prospector Shares in connection with the Business Combination.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay Prospector shareholders who properly exercise their redemption rights. Any additional funds available for release from the trust account will be used for general corporate purposes of the Surviving Company following the Business Combination. As of November 24, 2023, based on the fair value of the marketable securities held in the Trust Account, the amount of funds (in cash and marketable securities) in the Trust Account was US$23.9 million.

Q.     What happens if the Business Combination is not consummated?

A.     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, Prospector is unable to complete a business combination by December 31, 2023, the Articles provide that Prospector will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Prospector Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Prospector Class A Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Prospector’s remaining shareholders and Prospector’s board of directors, dissolve and liquidate, subject in each case to Prospector’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — Risks Related

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to Prospector and the Business Combination — If Prospector Capital Corp. is unable to complete the Business Combination or another initial business combination by December 31, 2023, Prospector Capital Corp. will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares, and, subject to the approval of its remaining shareholders and Prospector Capital Corp.’s board of directors, dissolving and liquidating.” Holders of Prospector Class B Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding warrants. Accordingly, the warrants will expire worthless.

Q.     When is the Business Combination expected to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the EGM, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement.”

Q.     What do I need to do now?

A.     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     What happens if I sell my Prospector Shares before the EGM?

A.     The Record Date for the EGM is earlier than the date of the EGM and earlier than the date that the Business Combination is expected to be completed. If you transfer your Prospector Class A Shares after the applicable Record Date, but before the EGM, unless you grant a proxy to the transferee, you will retain your right to vote at the EGM but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least one business day prior to the scheduled date of the EGM.

Q.     How do I attend the EGM virtually?

A.     You will be able to virtually attend, vote your shares and submit questions during the EGM via a live audio webcast by pre-registering at https://www.cstproxy.com/prospectorcapital/egm2023. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. However, if your shares are held in the name of your broker, bank or other nominee, you must get a legal proxy from the broker, bank or other nominee. That is the only way Prospector can be sure that the broker, bank or nominee has not already voted your shares. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

Q.     How do I vote?

A.     If you were a holder of record of Prospector Shares on November 14, 2023, the Record Date for the EGM, you may vote with respect to the applicable proposals virtually or in person at the EGM or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the EGM and vote virtually or in person, obtain a proxy from your broker, bank or nominee.

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Q.     What will happen if I abstain from voting or fail to vote at the EGM?

A.     Abstentions, shares represented at the EGM online or by proxy but not voted on one or more proposals, will count as present for the purposes of establishing a quorum. However, an abstention will not be considered a vote cast at the EGM and thus will have no effect on the outcome of the any of the proposals presented at the EGM. If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the EGM.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by Prospector without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

Q.     Do I need to attend the EGM to vote my shares?

A.     No. You are invited to attend the EGM either virtually or in person to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the EGM to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Prospector encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.     If I am not going to attend the EGM virtually or in person, should I return my proxy card instead?

A.     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.     If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote”. Broker non-votes, so long as the shareholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. However, a broker non-vote will not be considered a vote cast at the EGM and thus will have no effect on the outcome of the any of the proposals presented at the EGM. However, in no event will a broker non-vote also have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. You may change your vote by sending a later-dated, signed proxy card to Morrow Sodali LLC, at 333 Ludlow Street 5th Floor, South Tower, Stamford, CT 06902 prior to the vote at the EGM, or attend the EGM virtually or in person and vote either virtually or in person. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali LLC, provided such revocation is received prior to the vote at the EGM. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q.     What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

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Q.     What is the quorum requirement for the EGM?

A.     A quorum of Prospector’s shareholders is necessary to hold a valid meeting. A quorum will be present at the EGM if a majority of the Prospector Shares held by individuals are present in person, virtually or by proxy (or if held by a corporation or other non-natural person, by its duly authorized representative or proxy).

As of the Record Date for the EGM, 5,159,529 Prospector Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you attend virtually or in person at the EGM. If a shareholder fails to attend virtually or in person at the EGM or fails to submit a valid proxy (or have its broker or other nominee submit one on its behalf), such shares will not be counted for the purposes of establishing a quorum. If a shareholder does not attend the EGM or appoint a proxy, such shares will not be counted for the purposes of any vote. Abstentions, shares represented at the EGM online or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the shareholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. However, neither a shareholder’s failure to vote online or by proxy, a broker non-vote nor an abstention will be considered a vote cast at the EGM and thus will have no effect on the outcome of the any of the proposals presented at the EGM.

Q.     What happens to the warrants I hold if I vote my Class A Shares against approval of the Business Combination Proposal and the other proposals presented at the EGM and validly exercise my redemption rights?

A.     Properly exercising your redemption rights as a Prospector shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your warrants, and if Prospector does not otherwise consummate an initial business combination by December 31, 2023, Prospector will be required to dissolve and liquidate, and your warrants will expire worthless.

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     Prospector will pay the cost of soliciting proxies for the EGM. Prospector has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the EGM. Prospector has agreed to pay Morrow Sodali LLC a fee of US$15,000. Prospector will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Prospector also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Prospector Shares for their expenses in forwarding soliciting materials to beneficial owners of Prospector Shares and in obtaining voting instructions from those owners. Prospector’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or virtually. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus, or the proxy cards you should contact Prospector’s proxy solicitor:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400]
Email: PRSR.info@investor.morrowsodali.com

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You may also contact Prospector at:

Prospector Capital Corp.
1250 Prospect Street, Suite 200
La Jolla, CA 92037
Telephone: (650) 396-7700

To obtain timely delivery, Prospector’s shareholders must request the materials no later than five business days prior to the EGM.

You may also obtain additional information about Prospector by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Prospector Class A Shares, you will need to send a letter demanding redemption and deliver your share certificates (either physically or electronically) to Prospector’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the EGM. If you have questions regarding the certification of your position or delivery of your share certificates, please contact:

Continental Stock Transfer & Trust Company
1 State Street —30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the EGM, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Prospector Capital Corp. (p. 265)

Prospector is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While Prospector may pursue a business combination target in any business or industry, Prospector has focused its search for an initial business combination on companies with advanced and highly differentiated solutions for the technology sector.

The mailing address of Prospector’s principal executive office is 1250 Prospect Street, Suite 200, La Jolla, CA 92037, and its telephone number is (650) 396-7700.

LeddarTech Inc. (p. 213)

LeddarTech Inc. was formed in 2007 under the CBCA and is a leading company in the development of software targeted at the advanced driver assistance system (“ADAS”) and autonomous driving (“AD”) market. LeddarTech provides innovative low-level sensor fusion and perception ADAS and AD software technology that delivers high performance and is scalable, cost-effective and sensor-agnostic. These solutions enable customers to solve critical environmental sensing, fusion and perception challenges across the entire value chain.

LeddarTech Holdings Inc.

LeddarTech Holdings Inc. is a corporation incorporated under the laws of Canada for the sole purpose of effecting the Business Combination. Its principal office is located at 4535, boulevard Wilfrid-Hamel, Suite 240 Quebec G1P 2J7, Canada.

The Business Combination

The Business Combination Proposal (p. 162)

As discussed in this proxy statement/prospectus, Prospector is asking its shareholders to approve by ordinary resolution and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides for, among other things, the Continuance of Prospector to Canada, the amalgamation of Prospector Canada with Newco and the amalgamation of AmalCo and LeddarTech, with such amalgamated company surviving the Business Combination in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “Summary of the Proxy Statement/Prospectus — Reasons for the Approval of the Business Combination,” the Prospector Board concluded that the Business Combination met the requirements disclosed in the prospectus for the IPO. For more information about the transactions contemplated by the Business Combination Agreement, see “The Business Combination Agreement.”

The Business Combination Agreement (p. 129)

On June 12, 2023, Prospector entered into the Business Combination Agreement with LeddarTech and Newco.

The Business Combination Agreement contemplates that the business combination among Prospector, LeddarTech and Newco will be completed through the following series of transactions, on the terms and subject to the conditions set forth in the Plan of Arrangement:

        Pursuant to the Prospector Share Conversion, each Prospector Class B Share shall be converted into 0.75 of a Prospector Class A Share and 0.25 of a Prospector Sponsor Non-Voting Special Share.

        Pursuant to the Continuance, Prospector will continue as a corporation existing under the CBCA and Prospector shall adopt the A&R Prospector Governing Documents;

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        Pursuant to the Prospector Amalgamation, Prospector Canada and Newco will amalgamate;

        The Company Preferred Shares will convert into Company Common Shares and pursuant to the Share Exchange, AmalCo will acquire all of the issued and outstanding Company Common Shares from LeddarTech Holders (other than the Dissenting 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 Non-Voting Special Shares (with the terms set forth in the Business Combination Agreement). The negotiated $10 per share equity value of the AmalCo shares to be issued to LeddarTech holders in exchange for all of the issued and outstanding Company Common Shares may not be considered as an indication as to the potential market price of the Surviving Company Common Shares upon the completion of the Business Combination, which is subject to numerous risks. See “Risk Factors — Risks Related to Ownership of Surviving Company Common Shares Following the Business Combination and the Surviving Company Operating as a Public Company — The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination, and an active market for the Surviving Company’s securities may not materialize, which would adversely affect the liquidity and price of the Surviving Company’s securities,” “— Warrants will become exercisable for Surviving Company Common Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders” and “— If the benefits of the Business Combination do not meet the expectations of investors, shareholders or financial analysts, the market price of the Surviving Company’s securities may decline;

        Pursuant to the AmalCo Share Redemption, the AmalCo Common Share held by the Company shall be redeemed and immediately cancelled by AmalCo in exchange for a cash payment to the Company equal to the subscription price for the Newco Share that was converted into such AmalCo Common Share;

        Pursuant to the Company Amalgamation, LeddarTech and AmalCo will amalgamate; and

        In connection with the Company Amalgamation, the securities of AmalCo will convert into an equivalent number of corresponding securities in the Surviving Company and each of LeddarTech’s equity awards that is not canceled pursuant to the Business Combination Agreement and the Plan of Arrangement (as defined herein) will be exchanged for an equity award with respect to Surviving Company Shares, the Equity Plans (other than the Incentive Plan) will be terminated, and the options to purchase LeddarTech’s class M shares will become options to purchase Surviving Company Common Shares.

Consideration to be Received in the Business Combination

Redemption Offer (p. 129)

Pursuant to its governing documents, Prospector will be providing the holders of the Prospector Class A Shares, the right to redeem all or a portion of their Prospector Class A Shares in connection with the Business Combination.

Prospector will issue in connection with the Closing, as a dividend, following the Prospector Shareholder Redemption and prior to the Continuance, to each holder of Prospector Class A Shares on the Closing Date that elects not to participate in the redemption one additional Prospector Class A Share for each non-redeemed Prospector Class A Share held by such Prospector Non-Redeeming Shareholder on the Closing Date.

Following the Prospector Shareholder Redemption but prior to the Prospector Share Issuance, the Prospector Class A Shares and the warrants comprising each issued and outstanding unit of Prospector immediately prior to the Prospector Share Issuance shall be automatically separated. For further details, see “Business Combination Agreement.”

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Effect of Continuance and Prospector Amalgamation on Existing Prospector Equity (p. 133)

The Continuance and the Prospector Amalgamation will result in, among other things, the following:

        each issued and outstanding Prospector Class A Share will convert automatically by operation of law, on a one-for-one basis, into a Class A common share of Prospector Canada, which will then be converted into an AmalCo Common Share in the Prospector Amalgamation;

        each issued and outstanding whole warrant to purchase Prospector Class A Shares will represent the right to purchase one Class A common share of Prospector Canada, which will then become a right to purchase an AmalCo Common Share in the Prospector Amalgamation;

        each Prospector Class B Share shall be converted into 0.75 of a Prospector Common Share and 0.25 of a Prospector Sponsor Non-Voting Special Share (which shall have the vesting terms specified in the Sponsor Letter Agreement);

        each issued and outstanding Prospector Sponsor Non-Voting Special Share will convert automatically by operation of law, on a one-for-one basis, into a Prospector New Sponsor Non-Voting Special Share; and

        pursuant to the Sponsor Letter Agreement, twenty five percent (25%) of the Prospector Warrants held by Sponsor will be subject to vesting (with the vesting terms specified in the Sponsor Letter Agreement), which will be referred to as the Prospector Vesting Sponsor Warrants and which after giving effect to the Prospector Continuance, will convert into Prospector New Vesting Sponsor Warrants.

Consideration to LeddarTech Equityholders (p. 134)

AmalCo will acquire all of the issued and outstanding Company Common Shares from LeddarTech Holders in exchange for (i) AmalCo Common Shares 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 and (ii) the AmalCo Earnout Non-Voting Special Shares. The negotiated $10 per share equity value of the AmalCo shares to be issued to LeddarTech holders in exchange for all of the issued and outstanding Company Common Shares may not be considered as an indication as to the potential market price of the Surviving Company Common Shares upon the completion of the Business Combination, which is subject to numerous risks.

Effect of the Company Amalgamation (p. 134)

As a result of the Company Amalgamation (i) each issued and outstanding AmalCo Common Share shall, from and after the Company Amalgamation, represent one Surviving Company Common Share, (ii) each issued and outstanding AmalCo Earnout Non-Voting Special Share shall, from and after the Company Amalgamation, represent one Surviving Company Earnout Non-Voting Special Share, (iii) each issued and outstanding AmalCo Sponsor Non-Voting Special Share shall, from and after the Company Amalgamation, represent one Surviving Company Sponsor Non-Voting Special Share, (iv) each Company Equity Award that is not canceled pursuant to the Business Combination Agreement and the Plan of Arrangement shall become a Rollover Equity Award, (v) the Incentive Plan will be assumed by the Surviving Company, and (vi) each AmalCo Warrant outstanding immediately prior to the Company Amalgamation will remain outstanding and shall, from and after the Company Amalgamation, represent a Surviving Company Warrant (which shall include each AmalCo Vesting Sponsor Warrant being solely continued to a Surviving Company Vesting Sponsor Warrant and no other AmalCo Warrant being continued to a Surviving Company Vesting Sponsor Warrant).

Conditions to the Closing (p. 136)

The obligation of Prospector, LeddarTech and Newco to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under certain non-U.S. antitrust laws, (ii) the approval of Prospector’s shareholders, (iii) the approval of LeddarTech’s shareholders, (iv) the final order of the Superior Court of Québec pursuant to Section 192(4) of the CBCA having been granted and not set aside or modified in a manner unacceptable to the parties and (v) the Registration Statement becoming effective.

In addition, the obligation of Prospector to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of LeddarTech and Newco being true and correct to the standards applicable to such representations and warranties set forth in the

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Business Combination Agreement and each of the covenants and agreements of LeddarTech and Newco set forth in the Business Combination Agreement having been performed or complied with in all material respects and (ii) no Company Material Adverse Effect having occurred.

The obligation of LeddarTech to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Prospector being true and correct to the standards applicable to such representations and warranties set forth in the Business Combination Agreement and each of the covenants and agreements of Prospector set forth in the Business Combination Agreement having been performed or complied with in all material respects, (ii) no Prospector Material Adverse Effect having occurred and (iii) immediately after the Closing, the aggregate cash proceeds actually received (or deemed received) by LeddarTech, AmalCo or the Surviving Company in respect of the PIPE Financing, together with any funds in the Trust Account, shall be equal to or greater than US$43.0 million.

Concurrently with the execution of the Business Combination Agreement, certain shareholders of LeddarTech representing more than the requisite votes necessary to approve the Business Combination entered into a consent and waiver of shareholders pursuant to which each such shareholder agreed to, among other things, nominate the chairman of LeddarTech’s board of directors to represent such shareholder and vote on behalf of such shareholder in respect of all matters to approve the Business Combination and related transactions (the “Consent and Waiver”). For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Termination Rights (p. 144)

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing (i) by mutual written consent of Prospector and LeddarTech; (ii) by Prospector if the representations and warranties of LeddarTech are not true and correct or if LeddarTech fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to Closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods; (iii) by LeddarTech if the representations and warranties of Prospector are not true and correct or if Prospector fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to Closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods; (iv) subject to certain limited exceptions, by either Prospector or LeddarTech if the Business Combination is not consummated by December 31, 2023; (v) by either Prospector or LeddarTech if any governmental entity has issued an order prohibiting the transaction; (vi) by either Prospector or LeddarTech if Prospector’s shareholders meeting has been held and has concluded and the approval by Prospector’s shareholders of the Business Combination shall not have been obtained and (vii) by either Prospector or LeddarTech if the approval by LeddarTech’s shareholders in respect of the special resolution relating to the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement shall not have been obtained.

If the Business Combination Agreement is validly terminated, and except in the case of any willful or material breach of any covenant or agreement or fraud (involving scienter), none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement except (x) LeddarTech will be liable for Prospector’s expenses except in certain limited circumstances, (y) in the case of willful or material breach of any covenant or agreement or fraud (involving scienter), and (z) customary confidentiality obligations.

See “The Business Combination Agreement — Termination of the Business Combination Agreement.”

Certain Agreements Related to the Business Combination Agreement (p. 146)

Investor Rights Agreement (p. 147)

Upon the Closing, NewCo and IQ entered into the Investor Rights Agreement, pursuant to which, among other things, IQ will be granted certain rights with respect to the nomination of board members of the Surviving Company. IQ is a participant in the PIPE Financing and is investing US$15.0 million in the PIPE Financing. The Investor Rights Agreement provides that so long as IQ holds more than 60% of the equity interests in the Company that it owns at closing of the PIPE Financing, IQ shall have the right to designate one individual for nomination for election of the Surviving Company Board subject to certain restrictions, provided, however, that IQ shall nonetheless maintain its nomination right in respect of the next shareholders meeting relating to the election of directors of the Surviving Company that is called after the date upon which IQ’s equity interest falls below the foregoing threshold.

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Subscription Agreement (p. 146)

Prior to the execution of the Business Combination Agreement, LeddarTech entered into the Subscription Agreement with the PIPE Investors, pursuant to which the PIPE Investors agreed to participate in the PIPE Financing. FS Investors and the Sponsor are participants in the PIPE Financing and agreed to invest US$17,025,000 in the PIPE Financing. Derek Aberle, the Chief Executive Officer of Prospector, and a member of the board of directors of LeddarTech, agreed to invest US$210,000 in the PIPE Financing. Existing shareholders of LeddarTech and their affiliates (including the Sponsor) have agreed to purchase all of the securities issued in the PIPE Financing.

Sponsor Letter Agreement (p. 147)

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Letter Agreement with Prospector, LeddarTech, FS Investors and Newco, pursuant to which the Sponsor agreed to, among other things, (i) vote or cause to be voted (whether in person, by proxy or by action by written consents, as applicable) all of its Prospector Class B Shares in favor of the Business Combination, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) waive the anti-dilution protection with respect to the Prospector Class B Shares (whether resulting from the PIPE Financing or otherwise), in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

The Sponsor Letter Agreement provides that the Prospector Sponsor Non-Voting Special Shares, which equals twenty five percent (25%) of the Surviving Company Shares that will be held pursuant to and following the completion of the Business Combination Agreement and the Plan of Arrangement in exchange for the Prospector Class B Shares held by the Sponsor, and twenty five percent (25%) of the Surviving Company Warrants issuable pursuant to the terms of the Business Combination Agreement and the Plan of Arrangement in exchange for the Prospector Warrants held by the Sponsor will be subject to a seven-year vesting pursuant to which such Prospector Sponsor Non-Voting Special Shares will vest and convert into common shares of the Surviving Company and such Prospector Warrants will be deemed vested, in each case, in equal thirds upon the volume weighted average price of the Surviving Company Common Shares exceeding $12.00, $14.00 and $16.00, respectively, for any 20 trading days within any consecutive 30 trading day period commencing at least 150 days following the Closing. The remaining seventy five percent (75%) (i) of the Surviving Company Shares that will be held by the Sponsor pursuant to and following the completion of the Business Combination Agreement and the Plan of Arrangement and (ii) the Surviving Company Warrants issuable pursuant to the Business Combination Agreement and the Plan of Arrangement in exchange for the Private Placement Warrants held by the Sponsor are not subject to an earn-out.

The Sponsor Letter Agreement also provides that for a period of three years after the Closing, the Surviving Company will indemnify, exonerate and hold harmless the Sponsor and its members, managers and officers from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor relating to the Business Combination and arising from the Sponsor’s ownership of equity interests of Prospector or its alleged, purported or actual control or ability to influence Prospector, up to a cap of US$3.5 million in the aggregate.

The Sponsor Letter Agreement also provides that the individuals nominated for election or appointed as directors by or at the direction of the Surviving Company Board shall include (i) two members designated by FS Investors so long as FS Investors and the Sponsor in the aggregate beneficially own at least 20% of the outstanding Surviving Company Common Shares and (ii) one member designated by FS Investors thereafter until the date that FS Investors and the Sponsor in the aggregate beneficially own less than 10% of the outstanding Surviving Company Common Shares.

Registration Rights Agreement (p. 146)

Upon the Closing, the Surviving Company, the Sponsor, the PIPE Investors and certain existing shareholders of LeddarTech (together with the PIPE Investors, the “New Holders”) will enter into the Registration Rights Agreement, pursuant to which, among other things, the Sponsor and the New Holders will be granted certain customary registration rights with respect to the Surviving Company Common Shares.

With respect to the PIPE Investors, the Registration Rights Agreement provides that the Surviving Company Common Shares (other than any shares issuable upon conversion of any securities obtained through the PIPE Financing) will be subject to a lock-up for a period of six months following the Closing.

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With respect to the New Holders other than the PIPE Investors, the Surviving Company Common Shares will be subject to a lock-up for a period of four years following the Closing. Surviving Company Common Shares held by certain investors are subject to such lock-up through the delivery by the investors of letters of transmittal.

With respect to the Sponsor, the Surviving Company Common Shares issued upon conversion of the Sponsor’s Prospector Class B Shares will be subject to certain transfer restrictions until six months following the Closing, and Surviving Company Common Shares issued upon conversion of the Sponsor’s Private Placement Warrants will be subject to certain transfer restrictions until 30 days following the Closing.

Interests of Certain Persons in the Business Combination (p. 171)

In considering the recommendation of the Prospector Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and Prospector’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Prospectors’ directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

        The Sponsor and Prospector’s officers and directors will lose their entire investments in Prospector if Prospector does not complete a business combination by December 31, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date). Prior to the consummation of the IPO, on September 28, 2020, the Sponsor purchased Prospector Class B Shares and Private Placement Warrants for US$10,075,000 pursuant to a securities purchase agreement (the “Securities Purchase Agreement”). On December 16, 2020, pursuant to an amendment to the Securities Purchase Agreement and Return Agreement (the “SPA Amendment”), the Sponsor returned certain Class B Shares and Private Placement Warrants to Prospector for US$2,300,000. On January 7, 2021, Prospector effected a 1:1.2 share capitalization of the Prospector Class B Shares. In connection with the IPO, the underwriter exercised the over-allotment option in part. Simultaneously with the closing of the IPO, pursuant to a private placement warrants purchase agreement (the “Private Placement Warrants Purchase Agreement”), Prospector completed the private sale of an aggregate of 500,000 Private Placement Warrants to Prospector at a purchase price of US$1.50 per Private Placement Warrant, generating gross proceeds to the Company of US$750,000. After the closing of the IPO, the Sponsor held an aggregate of 8,125,000 Prospector Class B Shares and 5,666,667 Private Placement Warrants.

        If Prospector does not consummate a business combination by December 31, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Prospector Class A Shares for cash and, subject to the approval of its remaining shareholders and the Prospector Board, liquidating and dissolving, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 8,125,000 Prospector Class B Shares owned by the Sponsor would be worthless because following the redemption of the Prospector Class A Shares, Prospector would likely have few, if any, net assets and because pursuant to the Sponsor Letter Agreement, the Sponsor has agreed to waive its right to liquidating distributions from the trust account in respect of any Prospector Class A Shares and Prospector Class B Shares held by it if Prospector fails to complete a business combination within the required period. The Sponsor did not receive separate consideration for such waivers. Due to such waivers, the value of the Sponsor’s investment in Prospector is dependent on the consummation of an initial business combination. Additionally, in such event, the Private Placement Warrants purchased by the Sponsor simultaneously with the consummation of the IPO (including in relation to exercise of the over-allotment option by the underwriters) will also expire worthless. Prospector’s directors and executive officers also have a direct or indirect economic interest in such Private Placement Warrants and in the 8,125,000 Prospector Class B Shares owned by the Sponsor. The 8,125,000 Surviving Company Shares into which the 8,125,000 Prospector Class B Shares held by the Sponsor will convert automatically in connection with the Business Combination (including after giving effect to the Continuance and Amalgamation), if unrestricted and freely tradable, would have had an aggregate market value of approximately US$87.7 million based upon the closing price of US$10.79 per Prospector Class A Share on Nasdaq on November 27, 2023, the most recent practicable date prior to the

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date of this proxy statement/prospectus. However, given that such Surviving Company Shares will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, Prospector believes such shares have less value. The 5,666,667 Surviving Company Warrants into which the 5,666,667 Private Placement Warrants held by the Sponsor will convert automatically in connection with the Business Combination (including after giving effect to the Continuance and Amalgamation), if unrestricted and freely tradable, would have had an aggregate market value of approximately US$311,667 based upon the closing price of US$0.055 per Public Warrant on Nasdaq on November 27, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus.

        The Sponsor can earn a positive rate of return on its investment, even if Prospector Class A Shareholders experience a negative rate of return in the Surviving Company following the Closing. As a result of the significantly lower investment per share of the Sponsor, as compared with the investment per share of the Prospector Class A Shareholders, a transaction which results in an increase in the value of the investment of the Sponsor may result in a decrease in the value of the investment of Prospector’s Prospector Class A Shareholders.

        Even if the trading price of the Surviving Company Shares following the Closing is as low as $1.05 per share, the aggregate market value of the Surviving Company Shares to be held by the Sponsor (converted from the Prospector Ordinary Shares held by the Sponsor and excluding the Surviving Company Shares issuable upon the exercise of any warrants) would be approximately equal to the initial investment in Prospector by the Sponsor, including the US$8,525,000 aggregate purchase price for the Prospector Class B Shares and the Private Placement Warrants. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in Prospector even at a time when the Surviving Company Shares may lose significant value. On the other hand, if the Business Combination is not approved and Prospector liquidates without completing its Business Combination before December 31, 2023, the Sponsor will lose its investment in Prospector of US$8,525,000 plus any advances that the Sponsor may make to Prospector pursuant to the Note is issued pursuant to the Subscription Agreement. This may incentivize the holders of Prospector Class B Shares to complete an initial business combination on terms or conditions that are not in the best interest of the Prospector Class A Shareholders.

        Derek Aberle, who is the Chief Executive Officer and a member of the Prospector Board, and Nick Stone, who is the Chief Financial Officer and a member of the Prospector Board, are both managers of the Sponsor, which owns approximately 78.7% of Prospector prior to the Business Combination. Both Mr. Aberle and Mr. Stone are directors of the Company and expected to be directors of the Surviving Company after the Closing. As such, in the future, Messrs. Aberle and Stone may receive fees for their services as directors, which may consist of cash or share-based awards, and any other remuneration that the Surviving Company Board determines to pay to its non-employee directors.

        Messrs. Aberle and Stone are both directors of Prospector, managers of the Sponsor, serve on the board of directors of the Company and Mr. Stone is a manager of FS Investors, which holds approximately 25.8% of the Company on an as-converted basis prior to the Business Combination. As a result of the foregoing, Messrs. Aberle and Stone may be deemed to have a significant influence over the Company and conflicts of interest in the Business Combination with the Company. All of the other members of Prospector’s board of directors other than Rob Lumbra have direct or indirect investments in the Company prior to the Business Combination through an investment vehicle created by FS Investors. Mr. Aberle is also an existing investor in the Company and is investing US$210,000 in the PIPE Financing.

        Pursuant to the Business Combination Agreement, for a period of six (6) years following the consummation of the Business Combination, the Surviving Company is required to (i) maintain provisions in the AmalCo Articles of Association providing for the indemnification of Prospector’s existing directors and officers and (ii) maintain a directors’ and officers’ liability insurance policy that covers Prospector’s existing directors and officers. Pursuant to the Sponsor Letter Agreement, the Surviving Company will indemnify the Sponsor from and against certain liabilities relating to the Business Combination for a period of 3 years after the Closing and subject to an aggregate maximum indemnity of $3,500,000.

        Upon the completion of the Business Combination, Cowen and Company, LLC (“TD Cowen”), acting as Prospector’s financial advisor and capital markets advisor for the Business Combination, will receive customary advisory fees for a transaction of this nature. As of November 24, 2023, the total

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aggregate amount of transaction expenses expected to be paid or repaid by Prospector to TD Cowen upon consummation of the Business Combination is approximately US$3.0 million. In August 2020, the Company engaged TD Cowen to serve as the Company’s financial advisor in connection with exploring potential strategic transactions, including a business combination with a publicly traded Special Purpose Acquisition Company. Thereafter, the Company’s engagement of TD Cowen was amended for TD Cowen to serve as a co-placement agent in connection with the Company’s Series D financing. TD Cowen is not entitled to any compensation in respect of the Business Combination in connection with the Company’s prior engagement of TD Cowen. The Company’s obligation to pay TD Cowen any compensation in connection with the Company’s prior engagement of TD Cowen has been satisfied or has expired.

        Pursuant to the Registration Rights Agreement, the Sponsor will have customary registration rights pursuant to Rule 415 under the Securities Act, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Surviving Company Shares held by the Sponsor following the consummation of the Business Combination.

        The Sponsor is expected to hold an aggregate of approximately 20.0% of the outstanding Surviving Company Shares upon the consummation of the Business Combination, assuming no redemptions by Prospector’s public shareholders.

        In connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of any third party for services rendered or products sold to Prospector or prospective target businesses with which Prospector has entered into certain agreements.

        Prospector’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination. However, if Prospector fails to consummate a business combination by December 31, 2023, they will not have any claim against the trust account for reimbursement. Accordingly, Prospector may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by such date. As of the date of this proxy statement/prospectus, there were no reimbursable out-of-pocket expenses that are expected to be reimbursed using funds from the Trust Account at Closing.

        Prospector’s officers and directors have not been required to, and have not, committed their full time to Prospector’s affairs, which may have resulted in a conflict of interest in allocating their time between Prospector’s operations and its search for a business combination and their other businesses. In addition, the Sponsor and Prospector’s officers and directors may sponsor, invest in, form or otherwise become involved with any other special purpose acquisition companies similar to Prospector, including in connection with their initial business combinations, or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or ventures may present additional conflicts of interest in pursuing an initial business combination.

        Goldman Sachs, the underwriter of Prospector’s IPO, has waived any entitlement to the deferred underwriting commission of $11,375,000 from Prospector upon completion of the Business Combination.

        The Articles provide that Prospector renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Prospector and such opportunity is one Prospector is legally and contractually permitted to undertake and would otherwise be reasonable for Prospector to pursue, and to the extent the director or officer is permitted to refer that opportunity to Prospector without violating another legal obligation. Notwithstanding such provision, Prospector believes that such provision did not impact Prospector’s search for a business combination target because Prospector’s officers and directors have confirmed to Prospector that there were no such corporate opportunities that were not presented to Prospector pursuant to such provision.

        In connection with the Closing, the Sponsor and Prospector’s officers and directors would be entitled to the repayment of any working capital loans and advances that have been made to Prospector and remain outstanding. As of the date of this proxy statement/prospectus, there are no working capital loans outstanding.

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As a result of the foregoing interests, the Sponsor and Prospector’s directors and officers will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Prospector’s other shareholders and warrant holders. Please read the section entitled “The Business Combination — Interests of Prospector’s Directors and Officers in the Business Combination.”

The Prospector Board considered all of these interests together with the factors described in the section entitled “The Business Combination — Prospector’s Board of Directors’ Reasons for the Approval of the Business Combination” as a whole and, on balance, concluded that they supported a favorable determination that the Business Combination Agreement and the Business Combination are fair from a financial point of view to and in the best interests of Prospector and its shareholders. In view of the wide variety of factors considered by the Prospector Board in connection with its evaluation, negotiation and recommendation of the Business Combination and related transactions and the complexity of these matters, the Prospector Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the Prospector Board based its evaluation, negotiation and recommendation of the Business Combination on the totality of the information presented to and considered by it. The Prospector Board evaluated the reasons described above with the assistance of Prospector’s outside advisors. In considering the factors described above and any other factors, individual members of the Prospector Board may have viewed factors differently or given different weights to other or different factors.

Reasons for the Approval of the Business Combination (p. 119)

After careful consideration, Prospector’s Board recommends that Prospector shareholders vote “FOR” each proposal being submitted to a vote of the Prospector shareholders at the EGM. For a description of Prospector’s reasons for the approval of the Business Combination and the recommendation of Prospector’s board of directors, see the section entitled “The Business Combination — Prospector’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Redemption Rights (p. 109)

Pursuant to the Articles, a Prospector Class A Shareholder may demand that Prospector redeem its Prospector Class A Shares included in the Prospector Units sold in the IPO (“public shares”) for cash if the Business Combination is consummated. Holders of public shares or units who wish to exercise their redemption rights must (i) if they hold their public shares through units, elect to separate their units into the underlying public shares and warrants and (ii) prior to 5:00 p.m., Eastern time, on December 12, 2023 (one business day prior to the scheduled date of the EGM), (a) submit a written request to the Transfer Agent that Prospector redeem their public shares for cash and (b) deliver their public shares to the Transfer Agent physically or electronically using the DTC’s DWAC (Deposit and Withdrawal at Custodian (“DWAC”)). Any holder of public shares will be entitled to demand that such holder’s public shares be redeemed for a full pro rata portion of the amount then in the Trust Account, including interest earned on the Trust Account and not previously released to Prospector to pay its taxes (which, for illustrative purposes, was approximately US$23.9 million, or US$10.90 per public share, as of November 24, 2023). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. Each of our public shareholders will be entitled to receive one Prospector Class A Share for each Prospector Class A Share they elect to not redeem in connection with the closing of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline to submitting redemption requests and thereafter, with Prospector’s consent, until the Closing. If a holder delivers their public shares for redemption to the Transfer Agent and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that the Transfer Agent return the shares (physically or electronically).

Any corrected or changed written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the EGM. No demand for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to the Transfer Agent prior to the deadline for submitting redemption requests.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 15% of the issued and outstanding public shares without our prior consent. Accordingly, all public shares in excess of 15% held by a shareholder, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will not be redeemed for cash.

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See the section entitled “The Extraordinary General Meeting of Prospector Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Impact of the Business Combination on Surviving Company’s Public Float

It is anticipated that, immediately following completion of the Business Combination, assuming no redemptions by Prospector’s public shareholders: (i) Prospector’s public shareholders would own approximately 14.4% of the outstanding Surviving Company Common Shares; (ii) the Sponsor (excluding securities acquired in the PIPE Financing) would own approximately 20.0% of the outstanding Surviving Company Common Shares, (iii) the Company Shareholders (including affiliates of the Sponsor, but excluding securities acquired in the PIPE Financing) would own approximately 37.7% of the outstanding Surviving Company Common Shares and (iv) PIPE Investors (solely with respect to securities acquired in the PIPE Financing) would own approximately 27.9% of the outstanding Surviving Company Common Shares. The foregoing also assumes none of the Surviving Company Earnout Non-Voting Special Shares or the Surviving Company Sponsor Non-Voting Special Shares (each as defined herein) are converted to Surviving Company Common Shares immediately following the completion of the Business Combination.

Assuming all of Prospector’s public shareholders elect to redeem, (w) Prospector’s Public Shareholders would not own any of the Surviving Company Common Shares (x) the Sponsor (excluding securities acquired in the PIPE Financing) would own approximately 23.4% of the Surviving Company Common Shares, (y) the Company Shareholders (including affiliates of the Sponsor, but excluding securities acquired in the PIPE Financing) prior to the completion of the Business Combination would own approximately 44.1% of the outstanding Surviving Company Common Shares and (z) PIPE Investors (solely with respect to securities acquired in the PIPE Financing) would own approximately 32.5% of the outstanding Surviving Company Common Shares. However, continued compliance with the terms of LeddarTech’s credit facility following the closing of Business Combination will likely require reaching an agreement with its lender to obtain further relief from the current minimum cash covenant applicable to the Surviving Company following the closing of the Business Combination under such facility, which may be shortly following such closing in a full redemption scenario, unless the Surviving Company raises sufficient amounts of additional capital following the closing of the Business Combination. If the Surviving Company is not successful in raising sufficient additional capital in a timely manner, and depending on the level of relief, if any, that the Surviving Company is able to negotiate with its lender in regards to the minimum cash covenant and the level of redemptions from the Trust Account, it is expected that the Surviving Company would need to implement a flexible and scalable cost management plan to the extent deemed necessary and appropriate so that the Surviving Company can maintain operating costs at targeted levels (through strict cost control and budgeting discipline) to ensure operating costs will not exceed anticipated available liquidity. See “Risk Factors — Risks Related to Our Business — The Surviving Company will likely have limited sources of available liquidity following completion of the Business Combination and if it does not raise additional capital is expected to operate under an alternative operating plan. If the Surviving Company does not secure additional sources of capital in connection with the Business Combination, it will need to reduce its operating costs to ensure sufficient liquidity for its operations and to comply with the requirements of its debt obligations. A reduction in the Surviving Company’s operating costs may materially adversely affect the Surviving Company in a number of ways” and “LeddarTech Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and capital management.”

If the actual facts are different than these assumptions (which they are likely to be), the relative ownership percentages in the Surviving Company, and the impact of the redemptions on the Surviving Company’s operating costs and liquidity, will be different.

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Organizational Structure (p. 132)

Prior to the Business Combination

The following diagram depicts the organizational structure of Prospector and LeddarTech before the Business Combination:

Following the Business Combination

The following diagram depicts the organizational structure of LeddarTech Holdings Inc. after the Business Combination (assuming no redemption of Prospector Class A Shares, no conversions of LeddarTech’s convertible notes and no exercise of any LeddarTech or Prospector warrants). See “Unaudited Pro Forma Condensed Consolidated Financial Information — Basis of Pro Forma Presentation” for additional information regarding the ownership percentages in the Surviving Company.

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Surviving Company Board Following the Business Combination (p. 288)

The Business Combination Agreement provides that the parties will take all action within their power as may be necessary or appropriate such that, immediately following the consummation of the Business Combination, the Surviving Company Board will be comprised of seven directors, including two directors designated by Sponsor.

The Sponsor Letter Agreement also provides that the individuals nominated for election or appointed as directors by or at the direction of the Surviving Company Board shall include (i) two members designated by FS Investors so long as FS Investors and the Sponsor in the aggregate beneficially own at least 20% of the outstanding Surviving Company Common Shares and (ii) one member designated by FS Investors thereafter until the date that FS Investors and the Sponsor in the aggregate beneficially own less than 10% of the outstanding Surviving Company Common Shares.

In addition, the Investor Rights Agreement provides that so long as IQ holds more than 60% of the equity interests in the Company that it owns at closing of the Financing, IQ shall have the right to designate one individual for nomination for election of the Surviving Company board of directors subject to certain restrictions, provided, however, that IQ shall nonetheless maintain its nomination right in respect of the next shareholders meeting relating to the election of directors of the Surviving Company that is called after the date upon which IQ’s equity interest falls below the foregoing threshold.

Upon the Closing, the initial directors of the Surviving Company are expected to be Frantz Saintellemy, Charles Boulanger, Derek Aberle, Nick Stone, Michelle Sterling and Yann Delabrière, with an additional director expected to be nominated by IQ and appointed to the Surviving Company board of directors following the Closing.

Accounting Treatment (p. 79)

The Business Combination will be accounted for as a reverse asset acquisition in accordance with IFRS since Prospector does not meet the definition of a business in accordance with IFRS 3, Business Combinations (“IFRS 3”). Consequently, the Business Combination will be accounted for under IFRS 2, Share-Based Payment (“IFRS 2”) as it relates to the stock exchange listing service received and under other relevant IFRS standards for cash and other assets acquired. Under this method of accounting, Prospector will be treated as the “acquiree” for accounting purposes. In the accompanying unaudited pro forma condensed consolidated financial information, the net assets of Prospector were recognized at their fair value, which was approximated by their carrying value, and no goodwill or other intangible assets were recorded. In accordance with IFRS 2, the difference between the fair value of the consideration paid (i.e., the Surviving Company Common Shares and Surviving Company Class A Non-Voting Special Shares issued to Prospector shareholders) over the fair value of the identifiable net assets of Prospector will represent a service for the listing of the Surviving Company and will be recognized as an expense.

LeddarTech has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances, and accordingly the Business Combination is treated as an acquisition of the listing service and assets of Prospector.

        LeddarTech’s existing shareholders will have the greatest voting interest in the Surviving Company under the no redemption scenario with an approximately 65.6% voting interest and under the maximum redemption scenario with an approximately 76.6% voting interest;

        The largest individual minority shareholder of the Surviving Company is an existing shareholder of LeddarTech;

        Senior management of the Surviving Company will be composed of a majority of senior management of LeddarTech;

        Directors of LeddarTech will form a majority on the board of directors of the Surviving Company;

        LeddarTech is the larger entity based on historical total assets and revenues; and

        LeddarTech’s operations will comprise the ongoing operations of the Surviving Company.

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Material Tax Consequences (p. 149)

For a discussion summarizing the U.S. federal income tax considerations of the exercise of redemption rights in connection with the Business Combination, the Prospector Share Issuance, the Continuance and Prospector Amalgamation, and the ownership and disposition of Surviving Company Common Shares and Surviving Company Warrants after the Business Combination, please see the section entitled “Material U.S. Federal Income Tax Considerations to U.S. Holders.”

Other Proposals

At Prospector’s EGM, in addition to the Business Combination Proposal, Prospector will ask its shareholders to vote in favor of the following proposals:

        The Prospector Authorized Share Capital Proposal — a proposal to increase, by way of ordinary resolution under Cayman Islands law, the authorized share capital of Prospector in order to create (i) the Prospector Sponsor Non-Voting Special Shares, and (ii) the Prospector Earnout Special Shares.

        The A&R Prospector Governing Documents Proposal — a proposal to approve and adopt, by way of special resolution under Cayman Islands law, the amended and restated Prospector Articles to effect (i) the Prospector Share Issuance and the Prospector Share Conversion and (ii) the creation of new classes of shares in the capital of Prospector, convertible into Prospector Class A Shares and redeemable in accordance with their terms, a copy of which is attached to this proxy statement/prospectus as Annex D.

        The Continuance Proposal — a proposal to approve, by way of special resolution under Cayman Islands law, the Continuance as part of the Plan of Arrangement, in substantially the form attached to this proxy statement/prospectus as Annex C, subject to amendments and variations in accordance with the Business Combination Agreement and, in connection therewith, the adoption of the Prospector Canada Governing Documents, copies of which are attached to this proxy statement/prospectus as Annex E.

        The Amalgamation Proposal — a proposal to approve the Prospector Amalgamation as part of the Plan of Arrangement, in substantially the form attached to this proxy statement/prospectus as Annex C, subject to amendments and variations in accordance with the Business Combination Agreement.

        The AmalCo Governing Documents Proposal — the proposal to approve and adopt the AmalCo Governing Documents in their entirety, copies of which are attached to this proxy statement/prospectus as Annex F, and the sub-proposals to approve those material aspects of the AmalCo Governing Documents that do not appear in, or are different from the Articles.

        The Adjournment Proposal — a proposal to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve one or more proposals presented to shareholders for vote.

Date, Time and Place of the Extraordinary General Meeting (p. 107)

The EGM of Prospector will be held at 10:00 a.m., Eastern time, on December 13, 2023, for the purpose of considering and voting upon the proposals described herein. While as a matter of Cayman Islands law Prospector is required to have a physical location for the meeting, Prospector is pleased to utilize virtual shareholder meeting technology to provide ready access and cost savings for Prospector and Prospector shareholders. For the purposes of the Articles, the physical place of the meeting will be 1221 Avenue of the Americas, New York, NY 10020. Prospector’s shareholders will be able to attend, vote their shares, and submit questions during the EGM either in person or virtually via a live audio webcast. In order to attend the meeting virtually, you must pre-register at the following website: https://www.cstproxy.com/prospectorcapital/egm2023. In order to pre-register, you will need the control number included on your proxy card or on the instructions that accompanied your proxy materials.

Record Date and Voting (p. 107)

You will be entitled to vote or direct votes to be cast at the EGM if you owned Prospector Shares at the close of business on November 14, 2023, which is the Record Date for the EGM. You are entitled to one vote for each Prospector Share that you owned as of the close of business on the record date. If your shares are held in “street name”

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or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares or warrants you beneficially own are properly counted. At the close of business on the Record Date, there were 10,319,056 Prospector Shares outstanding, of which 2,194,056 are Class A Shares and 8,125,000 are Prospector Class B Shares held by the Sponsor.

The Sponsor has agreed to vote all of its Prospector Class B Shares and any Prospector Class A Shares acquired by it in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. Prospector’s issued and outstanding warrants do not have voting rights at the EGM.

Proxy Solicitation (p. 111)

Proxies may be solicited by mail. Prospector has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person or virtually if it revokes its proxy before the EGM. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting of Prospector Shareholders — Revocability of Proxies.”

Quorum and Required Vote for Proposals for the Extraordinary General Meeting (p. 108)

A quorum of Prospector’s shareholders is necessary to hold a valid meeting. A quorum will be present at the EGM if a majority of the issued and outstanding Prospector Shares entitled to vote are represented in person, virtually or by proxy (or if held by a corporation or other non-natural person, by its duly authorized representative or proxy). As of the Record Date for the EGM, 5,159,529 Prospector Shares would be required to achieve a quorum.

Approval of each of the Business Combination Proposal, the Prospector Authorized Share Capital Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of Prospector. Approval of each of the A&R Prospector Governing Documents Proposal, the Continuance Proposal, the Amalgamation Proposal and the AmalCo Governing Documents Proposal requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of Prospector.

The Closing of the Business Combination is conditioned on the approval of each of the proposals at the EGM, except for the Adjournment Proposal. In addition, each of the other proposals (other than the Adjournment Proposal), is conditioned on the approval of all other proposals at the EGM, except for the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal at the EGM.

As of the Record Date, the Sponsor beneficially owned an aggregate of approximately 78.7% of the outstanding shares of Prospector Shares. The Sponsor has agreed to vote all of its Prospector Class B Shares and any Prospector Class A Shares acquired by it in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, the Sponsor has not acquired any Prospector Class A Shares. As a result, we would not need any additional Prospector Class A Shares to be voted in favor of the Shareholder Proposals to have the Shareholder Proposals, including the Business Combination Proposal, approved.

Recommendation of the Prospector Board of Directors

Prospector’s board of directors believes that each of the Business Combination Proposal, the Prospector Authorized Share Capital Proposal, the A&R Prospector Governing Documents Proposal, the Continuance Proposal, the Amalgamation Proposal, the AmalCo Governing Documents Proposal and the Adjournment Proposal is in the best interests of Prospector and its shareholders and recommends that its shareholders vote “FOR” each of the proposals to be presented at the EGM.

The existence of financial and personal interests of one or more of Prospector’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Prospector and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. When you consider the recommendation of Prospector’s board of directors in favor of approval of each of the proposals to be presented at the EGM, you should keep in mind that certain of Prospector’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. See the section entitled “The Business Combination — Interests of Prospector’s Directors and Officers in the Business Combination.”

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Risk Factors (p. 21)

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

Risks Related to LeddarTech’s Business

        We have an unproven business model in a new market and face significant challenges in a rapidly evolving industry. Our prospects may be considered speculative and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

        We have incurred significant operating losses and net cash outflows since inception, and it is uncertain when, if ever, we will generate meaningful revenue and profitability under our new business model.

        We have not achieved any OEM wins, and while we have invested significant time, funds and efforts seeking OEM and Tier 1 selection of our solutions, our solutions ultimately may not be chosen for use in production models. If we fail to achieve OEM design wins after incurring substantial expenditures in these efforts, our future business, results of operations and financial condition would be adversely affected.

        Our financial statements contain disclosure regarding the significant doubt about our ability to continue as a going concern. Our ability to execute our business plan, to fund our operations and to continue as a going concern depends on our ability to raise capital and the continuous support of our creditors.

        The Surviving Company will likely have limited sources of available liquidity following completion of the Business Combination and if it does not raise additional capital is expected to operate under an alternative operating plan. If the Surviving Company does not secure additional sources of capital in connection with the Business Combination, it will need to reduce its operating costs to ensure sufficient liquidity for its operations and to comply with the requirements of its debt obligations. A reduction in the Surviving Company’s operating costs may materially adversely affect the Surviving Company in a number of ways.

        Our historical financial information, historical financial results and operating and business history, which were achieved under our prior sensory hardware-focused business model, may not be representative of our future results under a sensory software-focused business model.

        The Surviving Company’s liquidity position will be further constrained by the requirement to maintain a minimum cash balance of at least $5.0 million following completion of the Business Combination. If the Surviving Company is not able to maintain compliance with the minimum cash balance requirements, its debt obligations may be declared due and payable at a time when the Surviving Company does not have sufficient resources to repay such debt obligations.

        The Company will need to raise additional funds to meet its capital requirements before or soon after completion of the Business Combination, and such funds may not be available on commercially reasonable terms, or at all, which could materially and adversely affect the Surviving Company’s business, results of operations or financial condition and its ability to continue as a going concern.

Risks Related to LeddarTech’s Industry

        ADAS and AD systems rely on a complex set of technologies, and there is no assurance that the rate of acceptance and adoption of these technologies will increase in the near future or that a market for fully autonomous vehicles will fully develop.

        We operate in an industry that is new and rapidly evolving. The estimates and forecasts of market and industry projections included in this presentation are subject to significant uncertainty. If markets for sensor fusion products develop more slowly than we expect, or long-term end-customer adoption rates and demand are slower than we expect, our operating results and growth prospects could be harmed.

        Our business, results of operations and financial condition may be adversely affected by changes in automotive safety regulations regarding autonomous driving, which may increase our costs or delay or halt adoption of our sensor fusion solutions.

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Risks Related to Prospector and the Business Combination

        The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination, and an active market for the Surviving Company’s securities may not materialize, which would adversely affect the liquidity and price of the Surviving Company’s securities.

        If the benefits of the Business Combination do not meet the expectations of investors, shareholders or financial analysts, the market price of the Surviving Company’s securities may decline.

        The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention.

        We have identified material weaknesses in our internal control over financial reporting. Any failure to establish and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have an adverse effect on our business, results of operations and financial condition.

        If Prospector is unable to complete the Business Combination or another initial business combination by December 31, 2023, Prospector will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares, and, subject to the approval of its remaining shareholders and Prospector’s board of directors, dissolving and liquidating. In such event, third parties may bring claims against Prospector and, as a result, the proceeds held in its Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than US$10.00 per share.

        The requirement that Prospector completes its business combination by December 31, 2023 may limit the time Prospector has in which to conduct due diligence on potential business combination targets, in particular as Prospector approaches its dissolution deadline, which could undermine its ability to complete its initial business combination on terms that would produce value for its shareholders.

        Prospector and the Company will incur significant transaction and transition costs in connection with the Business Combination.

        The Business Combination has a specified Minimum Proceeds Condition. This Minimum Proceeds Condition may make it more difficult for Prospector to complete the Business Combination as contemplated.

        Prospector’s public shareholders will experience immediate dilution as a consequence of the issuance of Surviving Company Common Shares as consideration in the Business Combination and the PIPE Financing and due to future issuances of equity securities, including issuances under any equity incentive plans of the Surviving Company.

        Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.

        Prospector may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

        There can be no assurance that the Surviving Company Common Shares that will be issued in connection with the proposed Business Combination will be approved for listing on Nasdaq following the closing of the proposed Business Combination, or that the Surviving Company will be able to comply with the continued listing rules of Nasdaq.

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SELECTED HISTORICAL FINANCIAL DATA OF LEDDARTECH

The following table sets forth selected historical financial information derived from LeddarTech’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus for the years ended September 30, 2022 and 2021, and LeddarTech’s unaudited financial statements included elsewhere in this proxy statement/prospectus as of and for the nine months ended June 30, 2023 and 2022. The selected historical financial information in the following tables is presented in Canadian dollars and in accordance with IFRS. You should read the following selected financial data in conjunction with “LeddarTech Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

Nine Months
Ended
June 30,
2023

 

Nine Months
Ended
June 30,
2022

 

Year Ended
September 30,
2022

 

Year Ended
September 30,
2021

Statement of Loss Data:

   

 

   

 

   

 

   

 

Revenue(1)

 

4,148,816

 

 

4,853,600

 

 

8,766,121

 

 

8,231,326

 

Cost of Sales

 

5,627,419

 

 

3,456,658

 

 

5,310,718

 

 

5,258,390

 

Operating expenses

 

39,579,014

 

 

37,555,620

 

 

87,343,977

 

 

42,299,162

 

Other income:

   

 

   

 

   

 

   

 

Grant revenue

 

(295,703

)

 

(435,447

)

 

(435,448

)

 

(2,164,794

)

Finance Income

 

(6,055,745

)

 

(91,860

)

 

(40,251

)

 

(3,454

)

Finance Costs

 

6,471,605

 

 

5,488,872

 

 

6,878,810

 

 

4,055,230

 

Loss (gain) on revaluation of instruments carried at fair value

 

(14,554

)

 

(7,129,238

)

 

(7,129,238

)

 

13,881,042

 

Capitalized borrowing costs

 

(2,183,943

)

 

(5,178,267

)

 

(6,994,197

)

 

(6,304,340

)

Foreign exchange loss (gain)

 

71,676

 

 

(1,958,443

)

 

(2,749,505

)

 

67,083

 

Finance income, net

 

(1,710,961

)

 

(8,868,936

)

 

(10,034,381

)

 

11,695,561

 

Net loss

 

(39,050,953

)

 

(26,854,295

)

 

(73,418,745

)

 

(48,856,993

)

Net loss attributable to:

   

 

   

 

   

 

   

 

Non-controlling interests

 

(2,488,696

)

 

(3,393,792

)

 

(4,099,897

)

 

(1,897,955

)

Equity holders of the parent

 

(36,562,257

)

 

(23,460,503

)

 

(69,318,848

)

 

(46,959,038

)

____________

(1)      Revenues in the above table relate to LeddarTech’s modules and components business that is being discontinued. LeddarTech currently has no material revenues related to its continuing ADAS business.

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As at

 

June 30,
2023

 

September 30,
2022

 

September 30,
2021

Balance Sheet Data:

           

 

Cash

 

18,289,703

 

32,025,899

 

6,200,316

 

Trade receivable and other receivables

 

2,143,984

 

3,786,281

 

1,566,674

 

Government assistance and R&D tax credits receivable

 

1,957,487

 

2,558,670

 

2,353,224

 

Inventories

 

1,870,822

 

2,937,149

 

2,415,915

 

Prepaid expenses

 

1,123,322

 

1,052,494

 

1,148,289

 

Property and equipment

 

2,636,565

 

3,623,009

 

3,052,136

 

Right-of-use assets

 

4,995,658

 

5,892,374

 

3,937,107

 

Intangible assets

 

40,237,800

 

34,761,189

 

52,837,296

 

Goodwill

 

7,318,126

 

7,318,126

 

7,318,126

 

Other long-term assets

 

264,523

 

 

571,116

 

Total Assets

 

80,837,990

 

93,955,191

 

81,400,199

 

Accounts payable and accrued liabilities

 

11,742,501

 

10,988,362

 

8,804,633

 

Provisions

 

958,761

 

 

 

Credit facility

 

28,668,498

 

30,000,000

 

29,774,895

 

Conversion option

 

690,123

 

 

 

Contingent consideration payable

 

 

 

3,480,782