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                             October 12, 2023

       Charles Boulanger
       Chief Executive Officer
       LeddarTech Holdings Inc.
       4535, boulevard Wilfrid-Hamel, Suite 240
       Quebec G1P 2J7, Canada

                                                        Re: LeddarTech Holdings
Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form F-4
                                                            Submitted September
29, 2023
                                                            CIK No. 0001981462

       Dear Charles Boulanger:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       August 29, 2023 letter.

       Amendment No. 1 to Draft Registration Statement on Form F-4

       Cover Page

   1.                                                   Please expand your
disclosure on the cover page to clarify that Prospector's Sponsor,
                                                        directors, and officers
are participating in the PIPE Financing.
 Charles Boulanger
FirstName
LeddarTechLastNameCharles Boulanger
            Holdings Inc.
Comapany
October 12,NameLeddarTech
            2023          Holdings Inc.
October
Page 2 12, 2023 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Consolidated Financial Information, page 72

2.       Refer to the revised disclosure on page 73 that states that the $200
million is based on the
         $10/share redemption value of the Prospector SPAC common stock held in
the Trust. We
         note that each holder of Prospector Class A Shares that elects not to
participate in the
         redemption will receive one additional Prospector Class A Share for
each non-redeemed
         Prospector Class A Share. We also note that you disclose market value
fluctuations of the
         continuing entity following the business combination on pages 77-79
and 87 and several
         pro forma adjustments also disclose assumptions of a $5/share value
which incorporates
         the 2 for 1 stock to be received by Prospector Class A Shareholders in
the event that they
         elect not to redeem their shares. Please expand the disclosure
everywhere you disclose the
         $200 million value of the transaction to also address such potential
market changes
         immediately following the Business Combination, either through a
sensitivity analysis or
         the impact of assuming $5/share value.
3.       Refer to your response to prior comment 16. We note that public
shareholders of SPAC
         Class A common stock will receive a "dividend" immediately following
their decision not
         to redeem their shares for $10 and that the market value immediately
following the
         transaction may be $5 per share, as disclosed in the notes to the pro
forma financial
         information. We also note that the entity following the business
combination will have 20
         million common shares outstanding and that you believe that this
transaction is a
         "Qualified IPO" valued at or above $200 million since the redemption
value of $10 per
         share for the 20 million shares totals $200 million. Please disclose,
in detail, the basis for
         your belief that a transaction in which PIPE investors will receive a
40% interest for a $44
         million investment in convertible notes and warrants and public Class
A common
         stockholders need to be provided an additional share for each share
that they do not
         redeem for $10 as an incentive to retain their shares meets the
criteria of a "Qualified IPO"
         of $200 million.
4.       Refer to the disclosure of fair value of consideration issued on page
94. Please expand the
         disclosure to incorporate the uncertainty in the market value of the
Surviving Company
         Common Shares noted above.
Information about LeddarTech
Business Model, page 221

5.       We note your response to prior comment 19. Please expand your
disclosure to specifically
         address how and when the company intends to generate revenue from its
fusion and
         perception business, including details surrounding its anticipated
future revenue sources.
         Also, we note your disclosure that "a major part of LeddarTech   s
future revenue is derived
         from software licensing." Please expand your disclosure to discuss
LeddarTech's software
         licensing business in greater detail and how the company intends to
generate revenue from
         software licensing.
 Charles Boulanger
FirstName
LeddarTechLastNameCharles Boulanger
            Holdings Inc.
Comapany
October 12,NameLeddarTech
            2023          Holdings Inc.
October
Page 3 12, 2023 Page 3
FirstName LastName
LeddarTech's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Liquidity and Capital Management, page 274

6.       We note your response to prior comment 24. Please expand your
disclosure to discuss any
         plans and requirements for raising additional funding. In this regard,
we note your
         disclosure that the "Surviving Company   s liquidity position will be
further constrained by
         the requirement to maintain a minimum cash balance of at least $10
million from the
         completion of the Business Combination through October 31, 2024, with
reduced cash
         balance requirements thereafter."
Certain Prospector Relationships and Related Party Transactions, page 279

7.       We note your response to prior comment 25. Please quantify each of the
Prospector
         officers and directors' ownership interests in LeddarTech.
Security Ownership of Certain Beneficial Owners and Management, page 308

8.       Please update your footnote disclosure to identify the natural
person(s) that hold voting
         and/or dispositive power of the relevant shares, of Investissement Qu
bec, BDC Capital
         Inc., and Fidelity True North Fund, or tell us why it is not required.
       Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alexandra Barone at 202-551-8816 or Matthew Derby at 202-551-3334 with
any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology
cc:      Christopher G. Barrett