UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On February 9, 2023, Catcha Investment Corp (the “Company”) filed a supplement to its proxy statement dated January 24, 2023 (the “Original Proxy Statement”) in connection with its upcoming extraordinary general meeting of shareholders initially scheduled to be held on February 14, 2023, with updates to the terms of the extension of the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares from February 17, 2023 to February 17, 2024 or such earlier date as determined by the Company’s board of directors (the “Extension”). Under the updated terms, Catcha Holdings LLC (the “Sponsor”) has agreed that, if the Extension is implemented, the Sponsor or its affiliate(s) will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) the lesser of (i) $75,000 or (ii) $0.0375, as opposed to (i) $70,000 or (ii) $0.035 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial business combination, and (ii) the date that $900,000, as opposed to $420,000, has been loaned. For a more detailed description of the Contribution, see the Original Proxy Statement.
Shareholders who have previously submitted shares for redemption or who have voted by proxy do not need to do anything unless they change their decision as to redemption or voting.
A copy of the proxy supplement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This report includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the proposals described in the Original Proxy Statement, its inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings made, or to be made, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
No Offer or Solicitation
This report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension. This report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the proposals described in the Original Proxy Statement. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Original Proxy Statement, which may be obtained free of charge from the sources indicated above.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read the Original Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the proposals. Shareholders may obtain copies of the Original Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to Morrow Sodali LLC at (800) 662-5200 or (203) 658-9400, or CHAA@investor.morrowsodali.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Proxy Supplement Dated February 9, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 9, 2023
| CATCHA INVESTMENT CORP | ||
| By: | /s/ Patrick Grove | |
| Name: | Patrick Grove | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 99.1
SUPPLEMENT DATED FEBRUARY 9, 2023
TO
DEFINITIVE PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
CATCHA INVESTMENT CORP
TO BE HELD ON FEBRUARY 14, 2023
CATCHA INVESTMENT CORP
A Cayman Islands Exempted Company
Level 42, Suntec Tower Three,
8 Temasek Blvd, Singapore
The following supplemental disclosure amends and restates in its entirety the relevant section on pages iii, iv, 4, 10, 25, and 26 of the Original Proxy Statement (amendments are marked, with new text bold and underlined, and deleted text bold and stricken through):
Our
Sponsor has agreed that, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, the Sponsor or its affiliate(s) will contribute to the Company as a loan (each loan being referred to herein
as a “Contribution”) the lesser of (i) $70,000 $75,000 or (ii) $0.035 $0.0375 for each public share that is not redeemed in connection with the shareholder vote to approve
the Extension Amendment Proposal and the Trust Amendment Proposal, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder
vote to approve an initial business combination, and (ii) the date that $420,000 $900,000 has been loaned. Each Contribution will be deposited in the trust account within three business days of the
beginning of the extended period which such Contribution is for. Accordingly, the amount deposited per share will be affected by the number of public shares that remain outstanding after redemptions in connection with the Extension and the length of
the extension period that will be needed to complete an initial business combination. Up to $420,000 $900,000 of the loans may be settled in whole warrants to purchase Class A ordinary shares of the
Company. The Contribution(s) will bear no interest and will be repayable by the Company to the Sponsor (or its designees) upon consummation of an initial business combination. The loans will be forgiven if the Company is unable to consummate an
initial business combination except to the extent of any funds held outside of the Trust Account. Prior to the Extended Date, the Board will have the sole discretion whether to continue extending for additional months, and if the Board determines
not to continue extending for additional months before the full $420,000 $900,000 has been loaned, the Sponsor’s obligation to make additional Contributions will terminate, and the Company would
(1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. If our Sponsor or its designees advises the Company that it does not intend to make the contributions, then the Extension Amendment Proposal and the Trust Amendment Proposal will not be put before the shareholders at the Extraordinary General
Meeting.
— END OF DEFINITIVE ADDITIONAL MATERIALS TO PROXY STATEMENT —