F-4/A 1 d503606df4a.htm F-4/A F-4/A
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As filed with the Securities and Exchange Commission on December 6, 2023

No. 333-274832

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT No. 1

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CROWN LNG HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Jersey, Channel Islands   4924   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

3rd Floor, 44 Esplanade

St Helier

Jersey

JE4 9WG

+47 980 25 359

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, New York 10168

+1 800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Andrew M. Tucker

W. David Mannheim

Rebekah D. McCorvey

Nelson Mullins Riley &

Scarborough LLP

101 Constitution Ave, N.W.

Suite 900

Washington, DC 20001

Telephone: (202) 689-2800

 

Daniel Dusek

Douglas Freeman

Victor Chen

Goodwin Procter LLP

38th Floor, Edinburgh Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: (852) 3658-5366

 

Jocelyn Arel

Jeffrey A. Letalien

Audrey S. Leigh

Goodwin Procter LLP

620 Eighth Avenue

New York, New York 10018

Telephone: (212) 813-8000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

     Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This document does not constitute a prospectus for the purposes of the Companies (Jersey) Law 1991, as amended, and the consent of the Registrar of Companies in Jersey to the circulation of this document is not required, because (a) the invitation is addressed to either or both – (i) qualified investors as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (OJ L 168, 30.6.2017, p. 12), as amended from time to time, or (ii) professional investors as defined in the Financial Services (Investment Business (Special Purpose Investment Business – Exemption)) (Jersey) Order 2001; (b) the number of persons (other than qualified investors and professional investors) to whom the invitation is addressed does not exceed 50 in Jersey and 150 elsewhere; (c) the minimum consideration which may be paid or given by a person for securities to be acquired by that person is at least EUR 100,000 (or an equivalent amount in another currency); (d) the securities to be acquired or applied for are denominated in amounts of at least EUR 100,000 (or an equivalent amount in another currency); (e) the invitation relates to the issue of shares or other securities by a company to its members in satisfaction, in whole or in part, of a distribution to be made by that company; (f) the invitation relates to a scheme specified in Article 3(2)(c) of the Companies (General Provisions) (Jersey) Order 2002; or (g) any combination of (a) to (f) applies. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this document.

 

 

 


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The information in the preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in the preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED                , 2023

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

CATCHA INVESTMENT CORP

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

86,253,192 ORDINARY SHARES (INCLUDING ORDINARY SHARES UNDERLYING THE WARRANTS)

AND 15,333,333 WARRANTS OF

CROWN LNG HOLDINGS LIMITED

 

 

The board of directors of Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”) has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of August 3, 2023 and as amended on October 2, 2023 (as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Catcha, Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), and Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (“Crown”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. Proposals to approve the Business Combination Agreement and the other matters discussed in the accompanying proxy statement/prospectus will be presented to Catcha’s shareholders at the extraordinary general meeting of Catcha scheduled to be held on                .

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

 

   

Merger Sub will merge with and into Catcha (the “Merger”), with Catcha surviving as the surviving company and becoming a wholly owned subsidiary of PubCo;

 

   

in connection with the Merger, each (a) issued and outstanding Class A ordinary share, par value $0.0001 per share, of Catcha (“Catcha Class A Ordinary Shares”) shall be converted into the right to receive one newly issued ordinary share, no par value, of PubCo (together, the “PubCo Ordinary Shares” and each individually, a “PubCo Ordinary Share”), (b) issued and outstanding Class B ordinary share, par value $0.0001 per share, of Catcha (“Catcha Class B Ordinary Shares”) shall be converted into the right to receive one newly issued PubCo Ordinary Share, (c) outstanding and unexercised public and private placement warrant of Catcha shall be converted into one warrant of PubCo (“PubCo Warrants”) that entitles the holder thereof to purchase one PubCo Ordinary Share in lieu of one Catcha Class A Ordinary Share and otherwise upon substantially the same terms and conditions; and

 

   

following the Merger, subject to the terms and procedures set forth under the Business Combination Agreement, the Crown Shareholders (as defined in the accompanying proxy statement/prospectus) will transfer to PubCo, and PubCo will acquire from the Crown Shareholders, all of the ordinary shares of Crown held by the shareholders in exchange for the issuance of PubCo Ordinary Shares.

It is anticipated that, upon completion of the Business Combination, (i) the Crown Shareholders will own, collectively, approximately 84.6% of the issued PubCo Ordinary Shares, assuming that none of Catcha’s outstanding public shares are redeemed in connection with the Business Combination, or approximately 87.3% assuming that all of Catcha’s outstanding public shares are redeemed in connection with the Business Combination, and (ii) Catcha public shareholders and Catcha Holdings LLC, the Sponsor, will own approximately 3.1% and 10.6% of the issued PubCo Ordinary Shares respectively, in each case, taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting (as defined below) and assuming that none of Catcha’s outstanding public shares are redeemed in connection with the Business Combination, or approximately 0.0% and 10.9%, respectively, assuming that all of Catcha’s outstanding public shares are redeemed in connection with the Business Combination.


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The accompanying proxy statement/prospectus covers 86,253,192 PubCo Ordinary Shares (including PubCo Ordinary Shares that are to be issued or may be issuable upon exercise of the Catcha warrants). The number of PubCo Ordinary Shares that the accompanying proxy statement/prospectus covers is the maximum number of PubCo Ordinary Shares that may be issued to shareholders and the maximum number of PubCo Ordinary Shares issued or issuable to the existing shareholders and warrant holders of Catcha, in each case, in connection with the Business Combination.

The Catcha Class A Ordinary Shares are currently listed on the NYSE American under the symbol “CHAA”. Catcha’s public warrants currently trade on the over-the-counter market. PubCo will apply for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares on the NYSE under the proposed symbol “CGBS” and PubCo Warrants on the NYSE under the proposed symbol “                .” It is a condition of the consummation of the Business Combination that Catcha receives confirmation from the NYSE that PubCo Ordinary Shares and PubCo Warrants have been conditionally approved for listing on the NYSE, but there can be no assurance such listing condition will be met or that Catcha will obtain such confirmation from the NYSE, and you may not know whether the listing condition has been met at the time of the extraordinary general meeting. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the NYSE condition set forth in the Business Combination Agreement is waived by the parties to the Business Combination Agreement.

Catcha will hold an extraordinary general meeting to consider matters relating to the Business Combination and the Merger at                , Eastern Time, on                 , 2023 at the offices of Goodwin Procter LLP, 620 8th Avenue, New York, New York 10018. The meeting will also be held virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the extraordinary general meeting by visiting https://                and using a control number assigned by Continental Stock Transfer & Trust Company (“Continental”). To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

Catcha is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and has elected to take advantage of certain reduced public company reporting requirements. See “Summary of the Proxy Statement/Prospectus — Emerging Growth Company.”

If you have any questions or need assistance voting your ordinary shares, please contact                , our proxy solicitor, by calling                 , or banks and brokers can call collect at                 , or by emailing                . The notice of the extraordinary general meeting and the accompanying proxy statement/prospectus relating to the Business Combination will be available at https://                .

The accompanying proxy statement/prospectus provides Catcha’s shareholders with detailed information about the Business Combination, the Merger and other matters to be considered at the extraordinary general meeting of Catcha. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. In particular, when you consider the recommendation of the board of directors of Catcha to vote in favor of the proposals described in the accompanying proxy statement/prospectus, you should keep in mind that Catcha’s directors and officers may be subject to fiduciary duties under Cayman Islands law and have interests in the Business Combination that are different from, in addition to or may conflict with your interests as a shareholder. For instance, the Sponsor, and the officers and directors of Catcha who have invested in the Sponsor entity, 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 less favorable to shareholders rather than liquidate. See the section entitled “The Business Combination Proposal — Interests of Catcha’s Directors and Officers in the Business Combination” for a further discussion. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 27 of the accompanying proxy statement/prospectus.

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

The accompanying proxy statement/prospectus is dated                , 2023, and is first being mailed to Catcha’s shareholders on or about                , 2023.


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CATCHA INVESTMENT CORP

A Cayman Islands Exempted Company

3 Raffles Place #06-01, Bharat Building, Singapore 048617

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON                , 2023

TO THE SHAREHOLDERS OF CATCHA INVESTMENT CORP:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), will be held on                 , 2023, at                Eastern Time at the offices of Goodwin Procter LLP, 620 8th Avenue, New York, New York 10018, unless the extraordinary general meeting is adjourned or postponed. We also intend to hold the extraordinary general meeting through a “virtual” or online method. You will be able to attend the extraordinary general meeting online, vote and submit your questions during the extraordinary general meeting by visiting https://                 . To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

 

   

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by an ordinary resolution under the Cayman Islands Companies Act, Catcha’s entry into the Business Combination Agreement, dated as of August 3, 2023 and as amended on October 2, 2023 (as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Catcha Investment Corp, a Cayman Islands exempted company limited by shares , Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), and Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (“Crown”), and the transactions contemplated thereby (the “Business Combination”), pursuant to which, among other things, (i) on the Merger Effective Date (as defined in the accompanying proxy statement/prospectus), Merger Sub will merge with and into Catcha (the “Merger”), with Catcha surviving as the surviving company and becoming a wholly owned subsidiary of PubCo and (ii) following the Merger, subject to the terms and procedures set forth under the Business Combination Agreement, the holders of Crown common stock immediately prior to the Exchange (the “Crown Shareholders”) will transfer to PubCo, and PubCo will acquire from the Crown Shareholders, all of the ordinary shares of Crown held by the shareholders in exchange for the issuance of PubCo Ordinary Shares.

 

   

Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to approve and authorize by a special resolution under the Existing Governing Documents (in the form attached to the accompanying proxy statement/prospectus as Annex B) and the Cayman Islands Companies Act, the Merger and the Plan of Merger to be entered into by and between Catcha, PubCo and Merger Sub in respect thereof in the form attached to the accompanying proxy statement/prospectus as Annex F (the “Plan of Merger”).

 

   

Proposal No 3 — The M&A Amendment and Restatement Proposal — to consider and vote upon a proposal to approve by a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act the amendment and restatement of the Existing Governing Documents (as defined in the accompanying proxy statement/prospectus) in the form attached to the accompanying proxy statement/prospectus as Annex C (the “Replacement Governing Documents”) with effect from the effective time of the Merger pursuant to the terms of the Business Combination Agreement.

 

   

Proposal No. 4 — The Advisory Charter Proposal to consider and vote upon the following separate proposals to be approved by ordinary resolution, on a non-binding advisory basis, upon the


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following separate resolutions to approve material differences between the Proposed Charter (as defined in the accompanying proxy statement/prospectus supplement) and the Existing Governing Documents:

 

   

Advisory Charter Proposal 4A — to increase the authorized share capital of Catcha from $55,500 divided into (i) 500,000,000 Catcha Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 Catcha Class B Ordinary Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) an unlimited number of no par value PubCo Ordinary Shares and an unlimited number of no par value PubCo Preferred Shares.

 

   

Advisory Charter Proposal 4B to permit removal of a director only for cause and only by the passing of an Ordinary Resolution by PubCo.

 

   

Advisory Charter Proposal 4C — to provide that, subject to the rights of holders of any series of preferred shares, the minimum number of directors shall be two and the maximum number of directors will be fixed from time to time by a majority of the board of directors of PubCo (the “PubCo Board”).

 

   

Advisory Charter Proposal 4D — to eliminate the ability of PubCo shareholders to take action by written consent in lieu of a meeting.

 

   

Advisory Charter Proposal 4E — to provide that the Proposed Charter may be amended, altered, repealed or adopted by the passing of a Special Resolution by PubCo for amendments for certain provisions of the Proposed Charter relating to: (i) classification and election of the PubCo Board, removal of directors from office, and filling vacancies on the PubCo Board, (ii) actions taken by PubCo shareholders, (iii) exculpation of personal liability of a director of PubCo and indemnification of persons serving as directors or officers of PubCo, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, and (vi) amendments to the Proposed Charter.

 

   

Proposal No. 5 — The Adjournment Proposal — to consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Catcha’s shareholders, (ii) if there are insufficient Catcha Ordinary Shares represented at the extraordinary general meeting, (iii) in order to solicit additional proxies from Catcha’s shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iv) if the holders of Catcha Class A Ordinary Shares have elected to redeem such shares such that (a) the PubCo Ordinary Shares and PubCo Warrants would not be approved for listing on the NYSE, (b) Catcha would fail to have net tangible assets of at least $5,000,001, or (c) the amount of cash and cash equivalents of Catcha, plus the aggregate amount of proceeds from any PIPE financings or additional permitted financing, after deducting certain transaction expenses, is less than $20,000,000.

These items of business are described in more detail in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on                 , 2023 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The accompanying proxy statement/prospectus and proxy card are being provided to Catcha’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Catcha’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 27 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Catcha has unanimously approved the Business Combination Agreement and the Merger and recommends that shareholders vote “FOR” the adoption of


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the Business Combination Agreement, “FOR” the approval of the Merger and “FOR” all other proposals presented to Catcha’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Catcha, you should keep in mind that Catcha’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Catcha’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant and subject to the Existing Governing Documents, a public shareholder may request that Catcha redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i) hold public shares;

(ii) submit a written request to Continental, Catcha’s transfer agent, in which you (a) request that Catcha redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and (c) deliver your public shares to Continental, Catcha’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”); and

(iii) deliver your certificates for public shares (if any) along with the redemption forms to Continental, Catcha’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above at any time prior to                , Eastern Time, on                , 2023 (being at least two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold public shares on the record date. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Catcha’s transfer agent, PubCo will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Catcha’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to Catcha. For illustrative purposes, based on approximately $24.3 million of funds in the Trust Account and 2,214,859 shares subject to possible redemption, in each case, as of September 30, 2023, this would have amounted to approximately $10.96 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of Catcha — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.


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As of the date of the accompanying proxy statement/prospectus, the Sponsor (as defined in the accompanying proxy statement/prospectus) owns approximately 77.2% of the issued and outstanding ordinary shares, on an as-converted basis. Accordingly, Catcha would not need any of the public shares to be voted in favor of the Business Combination Proposal in order for it to be approved.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. If the closing conditions are not satisfied, there can be no assurance that the parties to the Business Combination Agreement would waive any such provision therein. In addition, in no event will Catcha redeem public shares in an amount that would cause PubCo’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

The approval of the Business Combination Proposal, each Advisory Charter Proposal, and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of the Merger Proposal and the M&A Amendment and Restatement Proposal each requires a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

ALL HOLDERS OF PUBLIC SHARES HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT, AND (2) TENDER YOUR SHARES TO CATCHA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT


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WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Catcha’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

Patrick Grove

Chief Executive Officer and Chairman of the Board of Directors

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

The accompanying proxy statement/prospectus is dated                 , 2023 and is first being mailed to shareholders on or about                , 2023.


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TABLE OF CONTENTS

 

     Page  

ADDITIONAL INFORMATION

     ii  

TRADEMARKS

     ii  

SELECTED DEFINITIONS

     iv  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     vii  

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF CATCHA

     x  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     1  

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     20  

COMPARATIVE PER SHARE DATA

     24  

MARKET PRICE AND DIVIDEND INFORMATION

     26  

RISK FACTORS

     27  

EXTRAORDINARY GENERAL MEETING OF CATCHA

     96  

THE BUSINESS COMBINATION PROPOSAL

     104  

THE MERGER PROPOSAL

     155  

THE M&A AMENDMENT AND RESTATEMENT PROPOSAL

     157  

THE ADVISORY CHARTER PROPOSALS

     158  

THE ADJOURNMENT PROPOSAL

     162  

MATERIAL TAX CONSIDERATIONS

     164  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     178  

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     186  

INFORMATION ABOUT CATCHA

     199  

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

     216  

INFORMATION ABOUT CROWN

     225  

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

     244  

MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION

     264  

CROWN’S EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

     270  

BENEFICIAL OWNERSHIP OF SECURITIES

     273  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     276  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     285  

SECURITIES ACT RESTRICTIONS ON RESALE OF PUBCO ORDINARY SHARES

     302  

SHAREHOLDER PROPOSALS AND NOMINATIONS

     303  

SHAREHOLDER COMMUNICATIONS

     304  

LEGAL MATTERS

     305  

EXPERTS

     305  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     305  

ENFORCEABILITY OF CIVIL LIABILITY

     305  

TRANSFER AGENT AND REGISTRAR

     307  

WHERE YOU CAN FIND MORE INFORMATION

     307  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

ANNEX A     BUSINESS COMBINATION AGREEMENT

ANNEX B     FORM OF A&R ARTICLES OF CATCHA

ANNEX C     FORM OF PROPOSED CHARTER OF PUBCO

ANNEX D     FORM OF REGISTRATION RIGHTS AGREEMENT

ANNEX E     EXCHANGE AND SUPPORT AGREEMENT

ANNEX F     FORM OF PLAN OF MERGER

ANNEX G     FORM OF LOCK-UP AGREEMENT

 

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ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning Catcha, without charge, by written request to Catcha Investment Corp, 3 Raffles Place #06-01, Bharat Building, Singapore 048617, or by telephone request at +65 6325 2788; or                , our proxy solicitor, by calling                , or banks and brokers can call collect at                , or by emailing                or from the SEC through the SEC website at http://www.sec.gov.

In order for Catcha’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of Catcha to be held on                 , 2023, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by                , 2023.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

FINANCIAL STATEMENT PRESENTATION

All of Crown’s financial information included in this proxy statement/prospectus is presented in U.S. dollars, except as otherwise indicated. Crown’s financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). IFRS differs in certain material respects from U.S. generally accepted accounting principles (“GAAP”) and, as such, Crown’s financial statements are not comparable to the financial statements of U.S. companies prepared in accordance with GAAP.

All of Catcha’s financial information included in this proxy statement/prospectus is presented in U.S. dollars, except as otherwise indicated, and have been prepared in accordance with GAAP. In addition, Catcha is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Catcha has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Catcha, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Catcha’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Discrepancies in any table in this proxy statement/prospectus between totals and sums of the amounts listed are due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been in certain instances rounded to a single decimal place for the convenience of readers.

 

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EXCHANGE RATE PRESENTATION

Unless otherwise indicated, certain NOK amounts contained in this proxy statement/prospectus have been translated into U.S. dollars. The exchange rates used for conversion between the U.S. dollar and NOK are based on historical exchange rates of the NOK released by the Federal Reserve, the central bank of the United States. The inclusion of such rates is not necessarily indicative of the amount of U.S. dollars that could actually have been purchased upon exchange of NOK at the dates indicated.

 

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, the following terms shall have the following meanings:

 

   

“Business Combination” means the transactions contemplated by the Business Combination Agreement including, without limitation, the Merger;

 

   

“Business Combination Agreement” means the Business Combination Agreement, dated as of August 3, 2023, by and among Catcha, PubCo, Merger Sub, and Crown, as amended on October 2, 2023 (as may be further amended, supplemented or otherwise modified from time to time);

 

   

“Catcha,” “we,” “us” or “our” means Catcha Investment Corp, a Cayman Islands exempted company limited by shares;

 

   

“Catcha Board” means Catcha’s board of directors;

 

   

“Catcha Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Catcha;

 

   

“Catcha Class B Ordinary Shares” or “founder shares” means the Class B ordinary shares, par value $0.0001 per share, of Catcha that were initially issued to our Sponsor in a private placement prior to our initial public offering;

 

   

“Catcha Ordinary Shares” means Catcha Class A Ordinary Shares and Catcha Class B Ordinary Shares;

 

   

“Catcha Warrant Agreement” means the warrant agreement, dated February 11, 2021, between Catcha and Continental, as warrant agent, which sets forth the expiration and exercise price of and procedure for exercising the warrants;

 

   

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

 

   

“Closing” means the closing of the Business Combination;

 

   

“Closing Date” means that date and time of the Closing to be agreed upon by Crown and Catcha in accordance with the Business Combination Agreement;

 

   

“Continental” means Continental Stock Transfer & Trust Company;

 

   

“Crown” means Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway;

 

   

“Crown India AS” means Crown LNG India AS, a subsidiary of Crown and a private limited liability company incorporated under the laws of Norway;

 

   

“Crown India Limited” means Crown LNG India Limited (formerly known as Asia First Holdings Limited), a private company with limited liability incorporated in Hong Kong and a subsidiary of Crown India AS;

 

   

“Crown Shareholders” means the holders of Crown common stock immediately prior to the Exchange;

 

   

“Effective Time” means the time at which the Merger becomes effective in accordance with the Plan of Merger and the Cayman Islands Companies Act;

 

   

“Exchange” means the transfer from the Crown Shareholders to PubCo, and acquisition by PubCo from the Crown Shareholders, of all the Crown Shareholders’ shares of Common Stock in exchange for the issuance of PubCo Ordinary Shares on the first (1st) business day following the Merger Effective Date, subject to the terms and procedures set forth in the Business Combination Agreement;

 

   

“Exchange and Support Agreement” means the Exchange and Support Agreement, dated as of August 3, 2023, by and among Catcha, PubCo, Crown and certain Crown Shareholders, as may be amended, supplemented or otherwise modified from time to time;

 

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“Existing Governing Documents” means the Second Amended and Restated Memorandum and Articles of Association of Catcha adopted by special resolution on February 5, 2021, effective on February 11, 2021, as amended by special resolution on February 14, 2023 at the Extension Meeting;

 

   

“Extension Meeting” means the Catcha extraordinary general meeting of shareholders held on February 14, 2023, at which shareholders voted upon, among other items, a proposal to amend Catcha’s Amended and Restated Memorandum and Articles of Association to extend the date by which Catcha must consummate an initial business combination;

 

   

“extraordinary general meeting” means the extraordinary general meeting of Catcha’s shareholders scheduled on                 , 2023;

 

   

“Industry Advisors” means Andrejka Bernatova and Nader Daylami, principals of ESGEN Acquisition Corporation, who offered to assist and advise Catcha on assessing potential business combination opportunities in the energy sector and also on subsequent execution, including due diligence and capital raising;

 

   

“initial public offering” means Catcha’s initial public offering that was consummated on February 17, 2021;

 

   

“Jersey Companies Law” means the Companies (Jersey) Law 1991, as amended;

 

   

“Merger” means, pursuant to the Business Combination Agreement, the merger of Merger Sub into Catcha, with Catcha surviving the Merger as a wholly owned subsidiary of PubCo;

 

   

“Merger Effective Date” means the date on which the Merger becomes effective pursuant to the Business Combination Agreement;

 

   

“Merger Sub” means CGT Merge II Limited, a Cayman Islands exempted company limited by shares;

 

   

“Minimum Cash Condition” means the closing condition in the Business Combination Agreement that the sum of (i) the amount of cash and cash equivalents available in the Trust Account and, if any, otherwise held by Catcha following the Catcha extraordinary general meeting (after deducting the amounts required to satisfy the Catcha share redemptions), plus (ii) the aggregate amount of proceeds of PIPE financing or additional permitted financing received by PubCo prior to or substantially concurrently with the Closing (in each case of (i) and (ii), after deducting the amounts required for payment of the accrued and unpaid Crown’s transaction expenses and Catcha’s transaction expenses) is at least $20,000,000;

 

   

“NYSE” means the New York Stock Exchange;

 

   

“NYSE American” means the NYSE American LLC;

 

   

“Plan of Merger” means the plan of merger substantially in the form attached at Annex F hereof;

 

   

“PIPE financing” means any investment into or financing of, either directly or indirectly, PubCo through purchase of PubCo Ordinary Shares, purchase of securities that are convertible or exchangeable into PubCo Ordinary Shares or other forms of investment or financing in connection with the Business Combination;

 

   

“private placement warrants” means the warrants outstanding as of the date of this proxy statement/prospectus that were issued to the Sponsor simultaneously with the consummation of Catcha’s initial public offering, each such whole warrant representing the right to purchase one private placement share;

 

   

“pro forma” means giving pro forma effect to the Business Combination, including any other equity financing transactions which may be entered into prior to the Closing;

 

   

“Proposed Charter” means the proposed memorandum and articles of association of PubCo to be effective following the Business Combination, attached to this proxy statement/prospectus as Annex C;

 

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“PubCo” means Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands;

 

   

“PubCo Board” means the board of directors of PubCo following the Business Combination;

 

   

“PubCo Ordinary Shares” means the no par value ordinary shares in the capital of PubCo;

 

   

“PubCo Preferred Shares” means the no par value preference shares in the capital of PubCo;

 

   

“public shareholders” means holders of public shares, whether acquired in Catcha’s initial public offering or acquired in the secondary market;

 

   

“public shares” means the currently outstanding 2,214,859 Catcha Class A Ordinary Shares that were sold as part of the Catcha Units in Catcha’s initial public offering, whether acquired in Catcha’s initial public offering or acquired in the secondary market;

 

   

“public warrants” means the redeemable warrants to purchase Catcha Class A Ordinary Shares that were sold as part of the Catcha Units in its initial public offering or acquired in the secondary market;

 

   

“record date” means                 , 2023;

 

   

“redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents;

 

   

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

 

   

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

 

   

“Special Resolution” has the meaning set out in the Jersey Companies Law being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders present in person or represented by proxy at a general meeting and entitled to vote on such matter, assuming a quorum is present;

 

   

“Sponsor” means Catcha Holdings LLC, a Cayman Islands limited liability company, which is affiliated with certain of Catcha’s directors and officers;

 

   

“transfer agent” means Continental, Catcha’s transfer agent;

 

   

“Trust Account” means the trust account established at the consummation of Catcha’s initial public offering that holds the proceeds of Catcha’s initial public offering and from the sale of private placement warrants and is maintained by Continental, acting as trustee;

 

   

“underwriter” means J.P. Morgan Securities LLC, Catcha’s underwriter in the initial public offering;

 

   

“units” or “Catcha Units” means the units of Catcha, each of which represented one Catcha Class A Ordinary Share and one-third of one warrant, with such whole warrant representing the right to acquire one Catcha Class A Ordinary Share, that were offered and sold by Catcha in Catcha’s initial public offering and in its concurrent private placement; and

 

   

“warrants” means the public warrants and the private placement warrants.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Crown has been provided by Crown and its respective management, and forward-looking statements include statements relating to our and its respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

   

our ability to complete the Business Combination with Crown or, if we do not consummate such Business Combination, any other initial business combination;

 

   

satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of the Business Combination Proposal, the Merger Proposal and the M&A Amendment and Restatement Proposal being obtained; (ii) execution of certain other agreements and transactions related to the Business Combination by the respective shareholders of Catcha and Crown; (iii) the approval by NYSE of the listing of the PubCo Ordinary Shares and PubCo Warrants; (iv) that Catcha has at least $5,000,001 of net tangible assets upon the Closing; and (v) the amount of cash and cash equivalents of Catcha, plus the aggregate amount of proceeds from any PIPE financings or additional permitted financing, after deducting certain transaction expenses, is at least $20,000,000 upon Closing;

 

   

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against Catcha and Crown following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination thereof;

 

   

PubCo’s financial and business performance following the Business Combination, including financial projections and business metrics;

 

   

the ability to obtain and/or maintain the listing of the PubCo Ordinary Shares and the PubCo Warrants on the NYSE, and the potential liquidity and trading of such securities;

 

   

our public securities’ potential liquidity and trading;

 

   

the amount of redemptions made by public shareholders;

 

   

the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, and the ability of PubCo upon the completion of the Business Combination to grow and manage growth profitably and retain its key employees;

 

   

costs related to the proposed Business Combination;

 

   

changes in applicable laws or regulations;

 

   

the global market and demand for natural gas, liquefied natural gas (“LNG”), and liquefication and re-gasification services;

 

   

Crown’s ability and market opportunity to supply LNG infrastructure to under-served markets around the world; and

 

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination, and PubCo’s ability to attract and retain key personnel.

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Crown. There can be no assurance that future developments affecting us and/or Crown will be those that we and/or Crown have anticipated. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified and there may be additional risks that we currently consider immaterial or which are currently unknown. It is not possible to predict or identify all such risks. Neither we nor Crown undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, or makes a decision with respect to redemption of its public shares, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Crown) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to the following:

 

   

the risk that the proposed Business Combination disrupts Crown’s current plans and operations as a result of the announcement and consummation of the proposed Business Combination;

 

   

substantial regulations, which are evolving, and unfavorable changes or failure by PubCo to comply with these regulations;

 

   

failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

 

   

the risk that if the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Catcha’s securities or, following the Closing, PubCo’s securities, may decline;

 

   

cyber-attacks and security vulnerabilities;

 

   

factors relating to the business, operations and financial performance of Crown, including:

 

   

cyclical or other changes in the demand for LNG and natural gas;

 

   

Crown’s inability to complete the development and/or construction of terminals, including the Kakinada Project, the Grangemouth Project, the Vung Tau Project, and the Newfoundland Project;

 

   

Crown’s inability to secure and retain liquefaction and re-gas customers and/or as well as to secure terminal development opportunities in India, Bangladesh, the U.K., the Gulf of Mexico and other locations;

 

   

Crown’s dependence on third-party contractors, operators and suppliers for the development, construction, installation and commissioning of Crown’s LNG terminals and associated assets;

 

   

disruptions to the supply of natural gas to or from Crown’s LNG terminals and associated facilities;

 

   

potential incidents involving health, safety, property or environmental consequences involving any of Crown’s LNG terminals;

 

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the failure of exported LNG to be a long-term competitive source of energy for international markets;

 

   

Crown’s inability to obtain additional capital on acceptable terms as it grows its business;

 

   

increased labor costs associated with the unavailability of skilled workers or Crown’s failure to attract and retain qualified personnel;

 

   

substantial doubt about Crown’s ability to continue as a going concern; and

 

   

other factors detailed under the section entitled “Risk Factors.”

 

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF CATCHA

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Catcha’s shareholders. We urge 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 proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at the offices of Goodwin Procter LLP, 620 8th Avenue, New York, New York 10018 on                , 2023, and virtually via live webcast at https://                , or such other date, time and place to which such meeting may be adjourned or postponed.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Catcha’s shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Merger and Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, (i) Merger Sub will merge with and into Catcha, with Catcha surviving as the surviving company and becoming a wholly owned subsidiary of PubCo and (ii) following the Merger, subject to the terms and procedures set forth under the Business Combination Agreement, the Crown Shareholders will transfer to PubCo, and PubCo will acquire from the Crown Shareholders, all of the ordinary shares of Crown held by the shareholders in exchange for the issuance of PubCo Ordinary Shares. For further details, see “The Business Combination Proposal.”

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

The approval of each of the Business Combination Proposal, the Advisory Charter Proposals, and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Merger Proposal and the M&A Amendment and Restatement Proposal requires a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The provisions of the Proposed Charter will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the Existing Governing Documents of Catcha?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q:

What proposals are Catcha’s shareholders being asked to vote upon?

 

A:

At the extraordinary general meeting, Catcha is asking holders of Catcha Ordinary Shares to consider and vote upon the following proposals:

 

   

a proposal to approve by ordinary resolution and adopt the Business Combination Agreement;

 

   

a proposal to approve and authorize, by special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, the Merger and the Plan of Merger;

 

   

a proposal to approve, by special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, the amendment and restatement of the Existing Governing Documents with effect from the Effective Time pursuant to the terms of the Business Combination Agreement;

 

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separate proposals to approve by ordinary resolution certain material differences between the Existing Governing Documents and the Proposed Charter:

 

   

to increase the authorized share capital of Catcha from $55,500 divided into (i) 500,000,000 Catcha Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 Catcha Class B Ordinary Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) an unlimited number of no par value PubCo Ordinary Shares and an unlimited number of no par value PubCo Preferred Shares;

 

   

to permit removal of a director only for cause and only by the passing of an Ordinary Resolution by PubCo;

 

   

to provide that, subject to the rights of holders of any series of preferred shares, the minimum number of directors shall be two and the maximum number of directors will be fixed from time to time by a majority of the PubCo Board;

 

   

to eliminate the ability of PubCo shareholders to take action by written consent in lieu of a meeting;

 

   

to provide that the Proposed Charter may be amended, altered, repealed or adopted by the passing of a Special Resolution by PubCo for amendments for certain provisions of the Proposed Charter relating to: (i) classification and election of the PubCo Board, removal of directors from office, and filling vacancies on the PubCo Board, (ii) actions taken by PubCo shareholders, (iii) exculpation of personal liability of a director of PubCo and indemnification of persons serving as directors or officers of PubCo, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, and (vi) amendments to the Proposed Charter; and

 

   

a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, to, (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Catcha’s shareholders, (ii) if there are insufficient Catcha Ordinary Shares represented at the extraordinary general meeting, (iii) in order to solicit additional proxies from Catcha’s shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iv) if the holders of Catcha Class A Ordinary Shares have elected to redeem such shares such that either (a) the PubCo Ordinary Shares and PubCo Warrants would not be approved for listing on the NYSE or (b) Catcha’s net tangible assets would not be satisfied at the Closing.

If our shareholders do not approve the Business Combination Proposal, then the Business Combination may not be consummated.

For more information, please see “The Business Combination Proposal,” “The Merger Proposal,” “The M&A Amendment and Restatement Proposal,” “The Advisory Charter Proposals,” and “The Adjournment Proposal.”

Catcha will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Catcha’s shareholders should read this proxy statement/prospectus carefully.

After careful consideration, the Catcha Board has determined that the Business Combination Proposal, the Merger Proposal, the M&A Amendment and Restatement Proposal, each of the Advisory Charter Proposals, and the Adjournment Proposal are in the best interests of Catcha and Catcha’s shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Catcha’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Catcha and its shareholders and what he or they may believe is best for himself or themselves in

 

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determining to recommend that shareholders vote for the proposals. In addition, Catcha’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Catcha’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

Why is Catcha proposing the Business Combination?

 

A:

Catcha is a blank check company incorporated on December 17, 2020 as a Cayman Islands exempted company limited by shares and formed for the purpose of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). Catcha is deemed a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

Crown will be a provider of offshore LNG liquefaction and re-gasification terminal infrastructure for harsh weather locations. Crown designs and seeks to own and operate all-weather LNG liquefaction and re-gasification terminals, utilizing bottom-fixed, gravity-based structures (“GBS”). While floating technology solutions are not part of Crown’s core business, Crown will also seek to develop, own and operate floating storage and re-gasification units (“FSRU”) where Crown possesses a competitive advantage for doing so.

Crown plans to be active in two critical parts of the LNG value chain: (1) liquefaction, where natural gas from producers is supercooled to a liquid for transport by ship as LNG, and (2) re-gasification (or “re-gas”), where the LNG is turned back into gas and delivered to consumers and businesses. Crown seeks to provide stable, secure, year-round LNG production and gas supplies to growing markets and locations exposed to harsh weather conditions. Crown aims to expand the global market for LNG (particularly LNG supplied from the U.S.) and contribute to lower carbon emissions in the markets it serves by replacing coal and oil with LNG.

Based on its due diligence investigations of Crown and the industry in which it operates, including the financial and other information provided by Crown in the course of Crown’s due diligence investigations, the Catcha Board believes that the Business Combination with Crown is in the best interests of Catcha and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “The Business Combination Proposal — The Catcha Board’s Reasons for the Approval of the Business Combination.”

Although the Catcha Board believes that the Business Combination with Crown presents a unique business combination opportunity and is in the best interests of Catcha and its shareholders, the Catcha Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “The Business Combination Proposal — The Catcha Board’s Reasons for the Approval of the Business Combination” and “Risk Factors — Risks Related to PubCo’s Business and Operations Following the Business Combination with Crown.”

 

Q:

Did the Catcha Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

The Catcha Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The Catcha Board determination was partially based on quantitative factors such as a comparable company analysis based on selected publicly-traded companies and the projected financial information, as discussed under the heading “Comparable Company Analysis” and “Projections Furnished by Crown to Catcha.” However, the Catcha Board did not rely solely on quantitative factors. The Catcha Board also made qualitative judgments based on information regarding (i) Crown’s business, prospects, technology, market opportunities, strategic relationships and strategic business goals and objectives and (ii) uncertainties and risks for Crown’s business and industry. In addition, the Catcha Board made qualitative judgments, based on the experience and professional judgment of

 

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  Catcha’s management team, concerning differences between the operational, business and/or financial characteristics of Crown and the selected companies to provide a context in which to consider the results of the quantitative analysis and the projected financial information. The lack of a third-party valuation or fairness opinion may also lead an increased number of Catcha’s public shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination. Accordingly, investors will be relying on the judgment of the Catcha Board as described above in valuing Crown’s business and assuming the risk that the Catcha Board may not have properly valued such business.

 

Q:

What will Catcha’s shareholders receive in return for the Business Combination?

 

A:

In connection with the Merger, each (a) issued and outstanding Catcha Class A Ordinary Share shall be converted into the right to receive one newly issued PubCo Ordinary Share, (b) issued and outstanding Catcha Class B Ordinary Share shall be converted into the right to receive one newly issued PubCo Ordinary Share, and (c) each outstanding and unexercised Catcha warrant shall be converted into one PubCo Warrant that entitles the holder thereof to purchase one PubCo Ordinary Share in lieu of one Catcha Class A Ordinary Share and otherwise upon substantially the same terms and conditions.

 

Q:

How will PubCo be managed following the Business Combination?

 

A:

Following the Closing, it is expected that, Swapan Kataria, Jørn Skule Husemoen and Gunnar Knutsen, the current management of Crown will become the management of PubCo, and the PubCo Board will consist of up to five directors. Please see the section entitled “Management of PubCo Following the Business Combination” for further information.

 

Q:

What equity stake will Catcha’s current shareholders and Crown Shareholders hold in PubCo immediately after the consummation of the Business Combination?

 

A:

It is anticipated that, upon completion of the Business Combination, and assuming no holders of Catcha Class A Ordinary Shares exercise their redemption rights, after taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting, and assuming that Polar Multi-Strategy Master Fund (“Polar”) elects to receive Class A Ordinary Shares pursuant to the March Subscription Agreement (as described in this proxy statement/prospectus):

 

   

Further assuming no PubCo Warrants will be exercised, (i) Catcha’s public shareholders will retain an ownership interest of approximately 3.1% of the outstanding PubCo Ordinary Shares; (ii) the Sponsor will own approximately 10.6% of the outstanding PubCo Ordinary Shares; (iii) Crown Shareholders will own approximately 84.6% of the outstanding PubCo Ordinary Shares; (iv) Cohen & Company Capital Markets (“CCM”) will own approximately 0.1% of the outstanding PubCo Ordinary Shares; and (vi) Polar will own approximately 1.6% of the outstanding PubCo Ordinary Shares; and

 

   

Further assuming all the PubCo Warrants were exercised for cash, (i) Catcha’s public shareholders will retain an ownership interest of approximately 2.6% of the outstanding PubCo Ordinary Shares; (ii) the Sponsor will own approximately 8.7% of the outstanding PubCo Ordinary Shares; (iii) Crown Shareholders will own approximately 69.6% of the outstanding PubCo Ordinary Shares; (iv) CCM will own approximately 0.1% of the outstanding PubCo Ordinary Shares; and (vi) Polar will own approximately 1.3% of the outstanding PubCo Ordinary Shares; however, the PubCo Warrants are subject to restrictions on the timing of their exercise and may also be exercisable on a cashless basis by reference to the fair market value of the PubCo Ordinary Shares and these percentages are therefore indicative only.

 

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Q:

What is the expected per share value of the cash consideration to be received by PubCo in the Business Combination?

 

A:

The net cash to the balance sheet of PubCo and the total number of PubCo Ordinary Shares will depend upon the extent to which public shareholders exercise their redemption rights. Although the parties to the Business Combination have deemed the value of PubCo Ordinary Shares to be equal to $10.00 per share for determining the number of PubCo Ordinary Shares issuable to holders of Catcha Class A Ordinary Shares, the cash value per share of PubCo Ordinary Shares and the trading price of PubCo Ordinary Shares following the Business Combination is expected to be substantially less than $10.00 per share. Set forth below is a calculation of the net cash per PubCo Ordinary Share resulting from the proceeds of the Trust Account in a no redemption scenario, 25% redemption scenario, 75% redemption scenario, and the maximum redemption scenario. Such calculations are based upon (i) cash held in the Trust Account as of September 30, 2023 of approximately $10.96 per public share of Catcha (rounded to the nearest cent) and (ii) transaction expenses of $14,225,691. On August 10, 2023, J.P. Morgan Securities LLC (“J.P. Morgan”) waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in Catcha’s initial public offering. J.P. Morgan had no role in connection with the Business Combination and is not responsible for any portion of this proxy statement/prospectus. As a result, there will be no reduction from gross proceeds of Trust Account for the related deferred fee of $10.5 million.

The calculations assume that Polar elects to receive Catcha Class A Ordinary Shares under the March Subscription Agreement and assume no election by the Sponsor to convert the working capital loans under the $1.5 Million Convertible Promissory Note and the Extension Note into private placement warrants and no additional issuance of Catcha Ordinary Shares or exercise of any option or warrants to purchase additional PubCo Ordinary Shares. The calculations also do not assume the receipt of proceeds from any PIPE financing or additional permitted financing, including any potential issuance of PubCo Ordinary Shares pursuant to one or more subscription agreements with third-party investors named therein that PubCo may enter into, or the issuance of any shares as a result thereof. The table below is as of September 30, 2023, taking into account the redemption of 27,785,141 Class A Ordinary Shares for a cash payment of $283 million on February 14, 2023.

 

     Assuming No
Redemption(1)
     Assuming 25%
Redemption(2)
     Assuming 75%
Redemption(3)
    Assuming
Maximum
Redemption(4)
 

Catcha Class A Ordinary Shares not redeemed

     2,214,859        1,661,144        553,715        

Gross Cash Proceeds of Trust Account at $10.96 per share

   $   24,268,839      $   18,201,629      $   6,067,210     $  

Transaction Expenses

   $ 14,225,691      $ 14,225,691      $   14,225,691     $ 14,225,691  

Net Cash Proceeds of Trust Account

   $ 10,043,148      $ 3,975,938      $

(5) 
  $ (5) 

Total PubCo Ordinary Shares Outstanding

     70,919,859        70,366,144        69,258,715       68,705,000  

Net Cash per PubCo Ordinary Share Outstanding

   $ 0.14      $ 0.06      $     $  

 

(1)

This scenario assumes that no Catcha Class A Ordinary Shares are redeemed by Catcha’s shareholders, after taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting.

(2)

This scenario assumes that 25% Catcha Class A Ordinary Shares are redeemed by Catcha’s shareholders, after taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting. This scenario also assumes that the Minimum Cash Condition will be satisfied or waived by Crown. See “The Business Combination Proposal — The Business Combination Agreement” for more information on the Minimum Cash Condition.

 

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(3)

This scenario assumes that 75% Catcha Class A Ordinary Shares are redeemed by Catcha’s shareholders, after taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting. The Business Combination Agreement provides that the consummation of the Business Combination is conditioned on, among other things, Catcha having at least $5,000,001 of net tangible assets upon the Closing of the Business Combination. The net tangible assets of PubCo will include the net tangible assets of Crown, as increased by the gross proceeds of the Trust Account and decreased by the transaction expenses described in the table above, as well as increased by the net proceeds of any PIPE financing or additional permitted financing. PubCo expects net tangible assets to exceed $5,000,001 upon the Closing of the Business Combination in a 75% redemption scenario. This scenario also assumes that the Minimum Cash Condition will be satisfied or waived by Crown. See “The Business Combination Proposal – The Business Combination Agreement” for more information on the Minimum Cash Condition.

(4)

This scenario assumes that 100% Catcha Class A Ordinary Shares are redeemed by Catcha’s shareholders after taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting. The Business Combination Agreement provides that the consummation of the Business Combination is conditioned on, among other things, Catcha having at least $5,000,001 of net tangible assets upon the Closing of the Business Combination. The net tangible assets of PubCo will include the net tangible assets of Crown, as increased by the gross proceeds of the Trust Account and decreased by the transaction expenses described in the table above, as well as increased by the net proceeds of any PIPE financing or additional permitted financing. PubCo expects net tangible assets to exceed $5,000,001 upon the Closing of the Business Combination even in a maximum redemption scenario. This scenario also assumes that the Minimum Cash Condition will be satisfied) or waived by Crown. See “The Business Combination Proposal – The Business Combination Agreement for more information on the Minimum Cash Condition.

(5)

Under the 75% redemption scenario and the maximum redemption scenario, the available cash at the Closing provided by Catcha will be insufficient to pay transaction fees. Assumes that such expenses will be paid from the proceeds of any PIPE financing or additional permitted financing or cash on Crown’s balance sheet.

 

Q:

How has the announcement of the Business Combination affected the trading price of Catcha’s securities?

 

A:

The closing prices of the Catcha Class A Ordinary Share and Catcha’s public warrants as of August 1, 2023 and July 24, 2023, the respective last trading days for which there was trading activity and a closing price available before announcement of the execution of the Business Combination Agreement, was $10.53 and $0.0002, respectively. As of                 , 2023, the record date for the extraordinary general meeting (or any postponement or adjournment thereof), the closing price for Catcha Class A Ordinary Share and public warrant was $                and $                , respectively. Holders of Catcha’s securities should obtain current market quotations for the securities. The market price of Catcha’s securities could vary at any time prior to the Closing.

 

Q:

What amendments will be made to the Existing Governing Documents of Catcha?

 

A:

Catcha’s shareholders are being asked to consider and vote upon a proposal to, with effect at the Effective Time, amend and restate the Existing Governing Documents in their entirety in the form of the Replacement Governing Documents. The consummation of the Business Combination is conditioned upon, among other things, the approval by Catcha’s shareholders of the M&A Amendment and Restatement Proposal.

 

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Q:

What material differences are there between the Existing Governing Documents of Catcha and the Proposed Charter?

There are a number of differences between Catcha’s Existing Governing Documents and the Proposed Charter. Accordingly, in addition to voting on the Business Combination and the other proposals, Catcha’s shareholders also are being asked to consider and vote, on a non-binding advisory basis, upon separate proposals to approve the following material differences between Catcha’s Existing Governing Documents and the Proposed Charter of PubCo:

 

    

Existing Governing Documents

  

Proposed Charter

Authorized Shares
(Advisory Charter
Proposal 4A)
   The share capital under the Existing Governing Documents is $55,500 divided into 500,000,000 Catcha Class A Ordinary Shares of par value $0.0001 per share, 50,000,000 Catcha Class B Ordinary Shares of par value $0.0001 per share and 5,000,000 preference shares of par value $0.0001 per share.    The Proposed Charter will authorize an unlimited number of no par value PubCo Ordinary Shares and an unlimited number of no par value PubCo Preferred Shares.
   See paragraph 5 of the Existing Governing Documents.   

See paragraph 6 of the Memorandum within the Proposed Charter.

 

Shareholder Removal of Directors
(Advisory Charter
Proposal 4B)
  

The Existing Governing Documents provide that the members of the Catcha Board may be removed from office prior to the consummation of Catcha’s initial business combination only by a resolution passed by a simple majority of the holders of Catcha Class B Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and following the consummation of Catcha’s initial business combination, by a resolution passed by a simple majority of the holders of Catcha Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting. For the avoidance of doubt, prior to the closing of Catcha’s initial business combination, holders of Catcha Class A Ordinary Shares shall have no right to vote on the removal of any director.

 

   The Proposed Charter will provide that a director may be removed only for cause and only by the passing of a Ordinary Resolution by PubCo.
  

See paragraph 29 of the Existing Governing Documents.

 

   See Article 20.4 of the Proposed Charter.
Number of Directors (Advisory Charter Proposal 4C)    The Existing Governing Documents provide that the number of directors of Catcha shall consist of not less than one person, provided however that the number of directors may be increased or reduced by an ordinary resolution,    The Proposed Charter will provide that the minimum number of directors shall be two and the maximum number of directors will be fixed from time to time by a majority of the PubCo Board.

 

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Existing Governing Documents

  

Proposed Charter

   being a resolution passed by a simple majority of the holders of Catcha Ordinary Shares, who, being present in person or by proxy and entitled to vote, cast votes at a general meeting or a resolution passed in writing unanimously.   
  

See Article 27 of the Existing Governing Documents.

 

   See Article 19.1 of the Proposed Charter.
Shareholder/Shareholder Written Consent In Lieu of a Meeting
(Advisory Charter
Proposal 4D)
   The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution.   

The Proposed Charter will allow shareholders to vote in person or by proxy at a meeting of shareholders, but prohibit the ability of shareholders to act by written consent in lieu of a meeting.

 

  

See Articles 22 and 23 of the Existing Governing Documents, together with the definitions of “Ordinary Resolution” and “Special Resolution.”

 

   See Articles 16.1 and 14.31 of the Proposed Charter.
Amend Certain Charter Provisions
(Advisory Charter
Proposal 4E)
  

The Existing Governing Documents provide that, with limited exceptions, amendments to the Second Amended and Restated Memorandum and Articles of Association of Catcha require a special resolution, being a resolution passed by a majority of two-thirds of the holders of Catcha Ordinary Shares who, being present in person or by proxy and entitled to vote, cast votes at a general meeting.

 

   Under the Jersey Companies Law, any amendment to the Proposed Charter will require the passing of a Special Resolution.
   See paragraph 18 of the Existing Governing Documents.   

 

Q:

Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold public shares on the record date. If you wish to exercise your redemption rights, please see the answer to the next question: “— How do I exercise my redemption rights?

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert, or as a partnership, limited partnership, syndicate or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without the prior consent of Catcha. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such shares would be converted into the merger consideration in connection with the Business Combination.

 

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The Sponsor (whose members include certain of Catcha’s directors and officers) has agreed to waive its redemption rights with respect to all of its founder shares and public shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:

How do I exercise my redemption rights?

 

A:

In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, Catcha’s public shareholders may request that Catcha redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

 

  (i)

hold public shares;

 

  (ii)

submit a written request to Continental, Catcha’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your certificates for public shares (if any) along with the redemption forms to Continental, Catcha’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above at any time prior to                ,                Eastern Time, on                , 2023 (being at least two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed.

The address of Continental, Catcha’s transfer agent, is listed under the question “— Who can help answer my questions?” below.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account calculated 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 (net of taxes payable). For illustrative purposes, based on approximately $24.3 million of funds in the Trust Account and 2,214,859 shares subject to possible redemption, in each case, as of September 30, 2023, this would have amounted to approximately $10.96 per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public 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 irrespective of 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 public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares and submitted to Catcha, may not be withdrawn unless the Catcha Board determines (in its sole discretion) to permit such withdrawal.

Any corrected or changed written exercise of redemption rights must be received by Continental, Catcha’s transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Catcha’s transfer agent, at least two business days prior to the scheduled vote at the extraordinary general meeting.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

 

Q:

If I am a holder of public warrants, can I exercise redemption rights with respect to my warrants?

 

A:

No. Holders of public warrants will not have redemption rights with respect to such warrants.

 

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Q:

How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post Business Combination?

 

A:

The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants will not be redeemable by PubCo so long as they are held by the Sponsor or any of the Sponsor’s permitted transferees. If the private placement warrants are held by holders other than the Sponsor or any of the Sponsor’s permitted transferees, the private placement warrants will be redeemable by PubCo and exercisable by the holders of such private placement warrants on the same basis as the public warrants. The Sponsor has agreed not to transfer, assign or sell any of the private placement warrants, including the PubCo Ordinary Shares issuable upon exercise of the private placement warrants (except to certain permitted transferees), until 30 days after the Closing. Further, the private placement warrants are not exercisable for more than five years from the effective date of the registration statement for Catcha’s initial public offering in accordance with FINRA Rule 5110(g)(8).

Following the Closing, PubCo may redeem your public warrants prior to their exercise at any time, including a time that may be disadvantageous to you thereby making such warrants worthless. PubCo will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the closing price of PubCo Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when Catcha’s warrants become redeemable, PubCo may not exercise its redemption right unless there is a current registration statement in effect with respect to the PubCo Ordinary Shares underlying such warrants.

Pursuant to the Catcha Warrant Agreement, PubCo is required to maintain a registration statement relating to those shares until the warrants expire or are redeemed. If a registration statement covering the shares issuable upon exercise of the warrants is not effective by the 60th business day after the Closing, holders of warrants may, until such time as there is an effective registration statement and during any period when PubCo will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In the event PubCo determines to redeem the warrants, holders would be notified of such redemption as described in the Catcha Warrant Agreement. PubCo would be required to fix a date for the redemption and mail a notice of redemption not less than 30 days prior to the redemption date to the registered holders of the warrants at their last addresses as they appear on the registration books. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via PubCo posting of the redemption notice to DTC.

Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your public warrants. None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or the Sponsor’s permitted transferees.

See “Description of PubCo’s Securities — Warrants — Public Shareholders’ Warrants” and “Risk Factors — Following the Business Combination, PubCo may redeem your PubCo Warrants prior to their exercise at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants.”

 

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 with respect to your Catcha Class A Ordinary Shares to receive cash from the Trust Account in exchange for PubCo Ordinary Shares

 

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  (received in exchange for such Catcha Class A Ordinary Shares pursuant to the Business Combination Agreement) depend on your particular facts and circumstances. It is possible that you may be treated as selling such PubCo Ordinary Shares and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of PubCo Ordinary Shares that you own or are deemed to own before and after the redemption (including through the ownership of PubCo Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material Tax ConsiderationsCertain Material U.S. Federal Tax ConsiderationsTax Consequences for U.S. Holders Exercising Redemption Rights.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

Following the closing of Catcha’s initial public offering, the partial exercise of the over-allotment option and the sale of the private placement warrants, a total of $300 million was placed in the Trust Account. On February 14, 2023, Catcha held an extraordinary general meeting of shareholders, at which shareholders voted upon, among other items, a proposal to amend Catcha’s Existing Governing Documents to extend the date by which Catcha must consummate an initial business combination. In connection with the Extension Meeting and subsequent redemption, holders of 26,883,869 Catcha Ordinary Shares voted for the extension amendment proposal, and holders of 27,785,141 Catcha Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.31. As of September 30, 2023, there was approximately $24.3 million of cash held in the Trust Account, which was approximately $10.96 per share. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete the Business Combination or any other initial business combination by February 17, 2024 (or such earlier date as determined by the Catcha Board).

Any Trust Account proceeds remaining following redemptions of public shares and the payment of transaction expenses and the payment of principal or interest due on indebtedness incurred in completing the Business Combination, if any, will be released to us to fund the operations of PubCo following the Closing. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

As the underwriter from Catcha’s initial public offering, J.P. Morgan was entitled to deferred underwriting commissions of $10,500,000, which commission would have been waived by the underwriter in the event that Catcha did not complete an initial business combination, subject to the terms of the underwriting agreement entered into in connection with Catcha’s initial public offering (the “Underwriting Agreement”). The deferred fee was payable only if a business combination is consummated, without regard to the number of Catcha Class A Ordinary Shares redeemed by Catcha’s public shareholders in connection with a business combination. On August 10, 2023, Catcha received a letter from J.P. Morgan that it has agreed to waive its right to the deferred underwriting commission, and did not receive any payment from Catcha in connection with the fee waiver and will not receive any payment from Catcha in connection with the Business Combination. Catcha has certain ongoing obligations to J.P. Morgan pursuant to the Underwriting Agreement that have survived the waiver. These provisions include customary obligations, such as indemnification and contribution. For example, Catcha is obligated to indemnify and hold harmless J.P. Morgan, its affiliates, directors and officers and each person, if any, who controls J.P. Morgan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any

 

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and all losses, claims, damages and liabilities, joint or several, in connection with any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact contained in Catcha’s registration statement that was declared effective on February 11, 2021, including any of Catcha’s preliminary prospectus or prospectus, any marketing materials and any blue sky applications from Catcha’s initial public offering. Additionally, for a period ending five years from the date of the consummation of the Business Combination, Catcha is obligated to furnish to J.P. Morgan, to the extent such information or documents are not otherwise publicly available, upon written request from J.P. Morgan, (i) a copy of such registration statements, financial statements and periodic and special reports as Catcha is required to file with the SEC and from time to time furnishes generally to holders of any class of securities, and (ii) such additional documents and information with respect to Catcha and the affairs of any future subsidiaries of Catcha as J.P. Morgan may from time to time reasonably request, all subject to the execution of a satisfactory confidentiality agreement. We do not expect any of these ongoing obligations from the Underwriting Agreement to give rise to any material obligations of Catcha or PubCo. J.P. Morgan has not performed any additional services for Catcha after Catcha’s initial public offering for any contingent fees, and is not expected to perform any additional services following the consummation of the Business Combination. J.P. Morgan did not assist in preparation or review of any materials in the Business Combination with Crown. Catcha is unaware of any disagreements with J.P. Morgan regarding the disclosure in this proxy statement/prospectus. J.P. Morgan has disclaimed any responsibility for any part of this proxy statement/prospectus. J.P. Morgan has performed all its obligations under the Underwriting Agreement to obtain its fee and is therefore gratuitously waiving its right to be compensated. Such a fee waiver for services already rendered is unusual. J.P. Morgan did not provide a reason for waiving its deferred underwriting commission and Catcha did not contact J.P. Morgan to seek to ascertain J.P. Morgan’s reasons for such waiver. Accordingly, no inference should be drawn that J.P. Morgan agrees with the disclosure regarding its waiver. The Catcha Board does not expect that the waiver of the deferred underwriting commission will have any significant impact on the Business Combination other than reducing the amount of expenses associated with the Business Combination. Catcha’s public shareholders should be aware that such waiver indicates that J.P. Morgan does not want to be associated with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and Catcha’s public shareholders should not place any reliance on the fact that J.P. Morgan was previously involved in the initial public offering.

 

Q:

What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

The public shareholders are not required to vote “FOR” the Business Combination or vote at all in order to exercise their redemption rights and public shareholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

On February 14, 2023, Catcha held an extraordinary general meeting of shareholders, at which shareholders voted upon, among other items, a proposal to amend Catcha’s Existing Governing Documents to extend the date by which Catcha must consummate an initial business combination. In connection with the Extension Meeting and subsequent redemption, holders of 26,883,869 Catcha Ordinary Shares voted for the extension amendment proposal, and holders of 27,785,141 Catcha Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.31. Following the redemption, Catcha had approximately $22.55 million left in its Trust Account. As of September 30, 2023, there was approximately $24.3 million of cash held in the Trust Account, which was approximately $10.96 per share. In no event will Catcha redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement. In addition, under the Existing Governing Documents, Catcha is unable to consummate the Business Combination even if it is approved by shareholders unless Catcha has net tangible assets of at least $5,000,001 (or any greater net tangible asset or

 

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cash requirement contained in the Business Combination Agreement) immediately prior to, or upon such consummation of, the Business Combination.

As a result of redemptions, the trading market for the PubCo Ordinary Shares may be less liquid than the market for the public shares was prior to the consummation of the Business Combination and PubCo may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Crown’s business will be reduced. If the Trust Account proceeds that would be available to PubCo following the redemptions are less than expected, PubCo will have less cash available to pursue its anticipated growth strategies and new initiatives. As a result, PubCo’s results of operations and financial condition may be worse than projected.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by Catcha’s shareholders of the Business Combination Proposal, the Merger Proposal, the M&A Amendment and Restatement Proposal and the Advisory Charter Proposals; (ii) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the Business Combination having expired or been terminated; (iii) the completion of the offer to redeem the Catcha Class A Ordinary Shares; (iv) the PubCo Ordinary Shares and PubCo Warrants to be issued in connection with the Business Combination having been approved for listing on the NYSE; (v) that Catcha has at least $5,000,001 of net tangible assets upon the Closing; and (vi) the amount of cash and cash equivalents of Catcha, plus the aggregate amount of proceeds from any PIPE financings or additional permitted financing, after deducting certain transaction expenses, is at least $20,000,000 upon Closing. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, if these conditions are not satisfied the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information about conditions to the consummation of the Business Combination, see “The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

 

Q:

What governmental and regulatory approvals are required?

 

A:

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, except for filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and registration of the Plan of Merger by the Registrar of Companies of the Cayman Islands and any filing required by the Jersey Financial Services Commission.

 

Q:

When do you expect the Business Combination to be completed?

 

A:

It is currently expected that the Business Combination will be consummated in the fourth quarter of 2023 or first quarter of 2024. This date depends on, among other things, the approval of the proposals to be put to Catcha’s shareholders at the extraordinary general meeting. The extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Catcha’s shareholders, (ii) if there are insufficient Catcha Ordinary Shares represented at the extraordinary general meeting, (iii) in order to solicit additional proxies from Catcha’s shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iv) if the holders of Catcha Class A Ordinary Shares have elected to redeem such shares such that either (a) the PubCo Ordinary Shares and PubCo Warrants would not be approved for listing on the NYSE or (b) Catcha’s net tangible assets would not be satisfied at the Closing. In addition, if the Catcha Board, in its

 

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  absolute discretion, consider that it is impractical or undesirable for any reason to hold the extraordinary general meeting at the place, the day and the hour specified, the Catcha Board may postpone the meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the general meeting is promptly given to all shareholders. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

 

Q:

What happens if the Business Combination is not consummated?

 

A:

If the Business Combination Agreement is terminated before the Business Combination is completed, Catcha will search for an alternate initial business combination. If Catcha is not able to consummate the Business Combination with Crown or any other initial business combination by February 17, 2024, Catcha will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the then public 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 our remaining shareholders and the Catcha Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

Q:

Do I have appraisal rights in connection with the proposed Business Combination?

 

A:

With respect to the Merger, the Cayman Islands Companies Act under section 238 provides for a right of Catcha’s dissenting shareholders to be paid the fair value of their shares in connection with the Business Combination, subject to certain limitations under section 239. Please note that Catcha warrant holders do not have appraisal rights under the Cayman Islands Companies Act in connection with the Business Combination.

In connection with the Business Combination, holders of Catcha Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Islands Companies Act shall have the right, under certain circumstances, to exercise their statutory appraisal (“dissenter”) rights to seek payment of the fair value of their Catcha Ordinary Shares. These statutory dissenter rights are separate to the rights of public shareholders to elect to have their shares redeemed for cash at the applicable redemption price in accordance with the Existing Governing Documents. It is Catcha’s view that such fair value would equal the amount which Catcha’s shareholders would obtain if they exercise their redemption rights as described herein. If a Catcha shareholder exercises its redemption rights, it cannot exercise its dissenter rights.

The Catcha Board will determine the fair value of the dissenting shares with reference to the assets and liabilities position of Catcha and the redemption price. If the dissenting shareholders do not agree with the fair value determined by the Catcha Board and file a petition with the Grand Court of the Cayman Islands (the “Cayman Court”) for a determination of the fair value of the dissenting shares, the Cayman Court will determine the fair value of the dissenting shares as at the date of the extraordinary general meeting at which the Merger is approved.

Catcha’s shareholders who wish to exercise their statutory appraisal rights must follow the statutory procedures prescribed in the Cayman Islands Companies Act as further explained below.

 

  (a)

A dissenting shareholder should give a written objection to Catcha before the extraordinary general meeting, containing a statement that it proposes to object to the Merger and demands payment for its shares if the Merger is approved by Catcha’s shareholders at the extraordinary general meeting (a “Written Objection”). For the avoidance of doubt, the giving of a Written Objection does not represent

 

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  a vote at the extraordinary general meeting. Catcha’s shareholders may vote for or against the Business Combination at the extraordinary general meeting irrespective of whether they wish to exercise their appraisal rights and are not required to vote against the Business Combination at the extraordinary general meeting in order to exercise their appraisal rights.

 

  (b)

Upon receipt of the Written Objection and within 20 days immediately following the extraordinary general meeting, Catcha shall give written notice of the approval of the Merger (if it is so approved at the extraordinary general meeting) to each dissenting shareholder who gave a Written Objection.

 

  (c)

Within 20 days immediately following the date on which the written notice of the approval of the Merger is given (the “Dissenting Period”), each dissenting shareholder must give Catcha a written notice of its decision to dissent (“Appraisal Right Exercise Notice”), stating (i) its name and address, (ii) the number and classes of shares in respect of which it dissents, and (iii) a demand for payment of the fair value of its shares. A dissenting shareholder must dissent and exercise its appraisal right in respect of all (and not part only) of its holding of Catcha Ordinary Shares.

 

  (d)

Within seven days immediately following the date of expiration of the Dissenting Period or within seven days immediately following the date on which the Plan of Merger is filed with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”), whichever is later, Catcha or the successor company (as applicable) will make a written offer (the “Purchase Offer”) to each dissenting shareholder to purchase its dissenting shares at a specified price determined by the Catcha Board to be the fair value of the shares (the “Purchase Price Offer”).

 

  (e)

Within 30 days immediately following the date on which the Purchase Offer is made, if the dissenting shareholder agrees with the Purchase Price Offer (or Catcha otherwise agrees with the dissenting shareholder upon the price to be paid for the dissenting shares), such amount will be paid forthwith in cash to the dissenting shareholder.

 

  (f)

If the dissenting shareholder does not agree with the Purchase Price Offer, and Catcha and the dissenting shareholder fail to agree on the price to be paid for the dissenting shares, or the successor company (as applicable) will, and the dissenting shareholder may, file a petition with the Cayman Court for a determination of the fair value of the dissenting shares of all dissenting shareholders.

 

  (g)

At the hearing of such petition, the Cayman Court shall determine the fair value of the dissenting shares to be paid to each dissenting shareholder.

 

  (h)

The costs of the proceeding may be determined by the Cayman Court and taxed upon the parties as the Cayman Court deems equitable in the circumstances (i.e., the Cayman Court will determine whether the costs of the proceedings should be borne by the dissenting shareholder(s) and/or Catcha or the successor company (as applicable) and the amount to be borne by each party).

Under the Cayman Islands Companies Act, upon giving the Appraisal Right Exercise Notice, the dissenting shareholder will cease to have any right as a Catcha shareholder (including the redemption right to redeem all or part of their holdings of Catcha Ordinary Shares) except the appraisal rights and the right under Section 238(12) of the Cayman Islands Companies Act to participate fully in all proceedings until the determination of fair value is reached.

Catcha’s shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Islands Companies Act.

See “Extraordinary General Meeting of Catcha — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

 

Q:

What do I need to do now?

 

A:

Catcha urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a

 

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  shareholder and/or warrant holder. Catcha’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:

How do I vote?

 

A:

If you are a holder of record of Catcha Ordinary Shares on the record date for the extraordinary general meeting (or any postponement or adjournment thereof), you may vote in person or virtually at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or 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 broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

 

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 shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Unless represented in person or by proxy at the extraordinary meeting, abstentions and broker votes will not count for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

 

Q:

When and where will the extraordinary general meeting be held?

 

A:

The extraordinary general meeting will be held at the offices of Goodwin Procter LLP, 620 8th Avenue, New York, New York 10018 and virtually via live webcast at https://                 , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

 

Q:

Who is entitled to vote at the extraordinary general meeting?

 

A:

We have fixed the close of business on                 , 2023 as the record date for the extraordinary general meeting (or any postponement or adjournment thereof). If you were a shareholder of Catcha at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

 

Q:

How many votes do I have?

 

A:

At the extraordinary general meeting, Catcha’s shareholders are entitled to one vote for each Catcha Class A Ordinary Share held of record as of the record date, and Catcha’s shareholders are entitled to one vote for each Catcha Class B Ordinary Share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting (or any postponement or adjournment thereof), there were                Catcha Ordinary Shares issued and outstanding, of which                were Catcha Class A Ordinary Shares and                  were Catcha Class B Ordinary Shares.

 

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Q:

What constitutes a quorum?

 

A:

A quorum of Catcha’s shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold a majority of the Catcha Ordinary Shares are present, being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. As of the record date for the extraordinary general meeting (or any postponement or adjournment thereof),                 Catcha Ordinary Shares would be required to achieve a quorum.

 

Q:

What vote is required to approve each proposal at the extraordinary general meeting?

 

A:

The following votes are required for each proposal at the extraordinary general meeting:

 

  (i)

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a majority of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

  (ii)

Merger Proposal: The approval of the Merger Proposal requires a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

  (iii)

M&A Amendment and Restatement Proposal: The approval of the M&A Amendment and Restatement Proposal requires a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

  (iv)

Advisory Charter Proposals: The separate approval of each of the Advisory Charter Proposals requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a majority of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

  (v)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a majority of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

As of the record date, Catcha had                 Catcha Ordinary Shares issued and outstanding. Catcha’s shareholders are entitled to one vote for each Catcha Class A Ordinary Share held of record as of the record date, and Catcha’s shareholders are entitled to one vote for each Catcha Class B Ordinary Share held of record as of the record date.

Because the Sponsor has agreed to vote its aggregate 7,500,000 outstanding Catcha Class B Ordinary Shares in favor of each of the proposals being presented at the extraordinary general meeting, it is expected that the Business Combination Proposal, the Merger Proposal, the M&A Amendment and Restatement Proposal, each Advisory Charter Proposal, and the Adjournment Proposal will be approved even if none of the public shares are voted in favor of any of the proposals.

 

Q:

What are the recommendations of the Catcha Board?

 

A:

The Catcha Board believes that the Business Combination Proposal, the Merger Proposal, the M&A Amendment and Restatement Proposal, each of the Advisory Charter Proposals and the Adjournment Proposal are in the best interest of Catcha and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the

 

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  M&A Amendment and Restatement Proposal, “FOR” each of the separate Advisory Charter Proposals, and if required, “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

Any such report will include descriptions of any arrangements entered into or purchases by any of the

aforementioned persons.

The existence of financial and personal interests of one or more of Catcha’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Catcha and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals, subject to their fiduciary duties under Cayman Islands law. In addition, Catcha’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Catcha’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

How does the Sponsor intend to vote its shares?

 

A:

The Sponsor has agreed to vote all its Catcha Class B Ordinary Shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (whose members include certain of Catcha’s directors and officers) owns 77.2% of the issued and outstanding Catcha Ordinary Shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding Catcha or its securities and otherwise in compliance with the tender offer rules and other Exchange Act limitations, including Rule 14e-5 thereunder, the Sponsor, Crown and/or their respective directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares. Any such purchases may be effected at purchase prices that are no greater than the per share pro rata portion of the Trust Account. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of Catcha Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Crown and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (i) limit the number of public shares electing to redeem their public shares, and (ii) increase the likelihood of satisfaction of the requirement that Catcha’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

In accordance with the SEC’s Compliance and Disclosure Interpretation 166.01, any public shares purchased by the Sponsor, Crown and/or their directors, officers, advisors or respective affiliates would not be voted in favor of approving the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the redemption threshold. Any such report will include descriptions of any arrangements entered into or purchases by any of the aforementioned persons.

 

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Q:

What interests do Catcha’s current officers and directors have in the Business Combination?

 

A:

The Sponsor, certain members of the Catcha Board and our officers may have interests in the Business Combination that are different from or in addition to your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the interests listed below:

 

   

If the Business Combination with Crown or another business combination is not consummated by February 17, 2024, Catcha will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and dissolving and liquidating. In such event, the 7,500,000 Catcha Class B Ordinary Shares held by the Sponsor, which were acquired for a purchase price of approximately $0.003 per share prior to the initial public offering, would be worthless because the holders are not entitled to participate in any redemption or liquidating distribution with respect to such shares. Such shares had an aggregate market value of $                based upon the closing price of $                per public share on NYSE American on                 , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

   

The Sponsor purchased an aggregate of 5,333,333 private placement warrants from Catcha for an aggregate purchase price of approximately $8,000,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Catcha’s initial public offering. Such warrants had an aggregate market value of approximately $        based upon the trade price of $        per warrant on the over-the-counter market on                 , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The private placement warrants will become worthless if Catcha does not consummate the Business Combination by February 17, 2024 (or such earlier date as determined by the Catcha Board).

 

   

The Business Combination Agreement provides that Catcha or the Sponsor will be entitled to appoint at least one director of PubCo after the consummation of the Business Combination. As such, in the future such director(s) will receive cash fees, stock options or stock awards that the PubCo Board determines to pay to its directors.

 

   

The Business Combination Agreement provides that, at the Closing of the Business Combination, the Sponsor and Catcha’s officers and directors will enter into the Registration Rights Agreement, which provides for registration rights for PubCo Ordinary Shares and PubCo Warrants held by such persons and their permitted transferees.

 

   

If Catcha is unable to complete the Business Combination within the required time period, or upon the exercise of a redemption right in connection with the Business Combination, Catcha will be required to provide for payment of claims of creditors that were not waived that may be brought against Catcha within the ten years following such redemption. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Catcha if and to the extent any claims by a third party (other than any independent auditors) for services rendered or products sold to Catcha, or a prospective target business with which Catcha has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Catcha Class A Ordinary Share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, expenses relating to the administration of the Trust Account and limited withdrawals for working capital, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriter of Catcha’s initial public offering against certain liabilities, including liabilities under the Securities Act.

 

   

The Sponsor and Catcha’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Catcha’s behalf, such as identifying and investigating possible business targets and business combinations. However, if

 

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Catcha fails to consummate the Business Combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Catcha may not be able to reimburse these expenses if the Business Combination with Crown or another business combination is not completed by February 17, 2024. As of                , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the Sponsor and Catcha’s officers, directors and their affiliates had incurred approximately $        of unpaid reimbursable expenses.

 

   

The Business Combination Agreement provides for the indemnification of Catcha’s current directors and officers and the continuation of directors and officers liability insurance covering Catcha’s current directors and officers for a period of six years from the Closing Date.

 

   

The Sponsor has made loans via promissory notes to Catcha to fund certain capital requirements, which may be repaid to the Sponsor upon consummation of the Business Combination or converted into warrants. Please see section entitled “Certain Relationships and Related Person Transactions — Catcha”. If Catcha does not complete a business combination by February 17, 2024 (or such earlier date as determined by the Catcha Board) and is required to liquidate, it is unlikely that there will be any remaining funds to repay such loans and any warrants converted would be worthless.

 

   

The Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition with Crown on terms less favorable to shareholders rather than liquidate.

These interests may influence the Catcha Board in making its recommendation that you vote in favor of the approval of the Business Combination, subject to the directors’ fiduciary duties under Cayman Islands law. See the section entitled “The Business Combination Proposal — Interests of Catcha’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

What happens if I sell my Catcha Ordinary Shares before the extraordinary general meeting?

 

A:

The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting.

 

Q:

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

 

A:

Yes. Shareholders may send a later-dated, signed proxy card to 3 Raffles Place #06-01, Bharat Building, Singapore 048617 prior to the commencement of the extraordinary general meeting (which is scheduled to take place on                 , 2023) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to principal executive office, which must be received prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

 

A:

If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder and/or warrant holder of PubCo. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Catcha. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

 

Q:

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

 

A:

Shareholders 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

 

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  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 a vote with respect to all of your Catcha Ordinary Shares.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

 

A:

Catcha will pay the cost of soliciting proxies for the extraordinary general meeting. Catcha has engaged                (“                ”) as proxy solicitor to assist in the solicitation of proxies for the extraordinary general meeting. Catcha has agreed to pay                a fee of $                 , plus disbursements, and will reimburse                for its reasonable out-of-pocket expenses and indemnify                and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

 

Q:

Where can I find the voting results of the extraordinary general meeting?

 

A:

The preliminary voting results will be announced at the extraordinary general meeting. Catcha will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

You also may obtain additional information about Catcha from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Catcha’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above at any time prior to                ,                 Eastern Time, on                , 2023 (being at least two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your shares, please contact:

 

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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 proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination Proposal, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Business Combination and any other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal — The Business Combination Agreement.”

The Parties to the Business Combination

Catcha

Catcha is a blank check company incorporated on December 17, 2020 as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Catcha is deemed a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On February 17, 2021, Catcha consummated its initial public offering of 30,000,000 units, which included the partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 units, at $10.00 per unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of its initial public offering, Catcha consummated the sale of an aggregate of 5,333,333 private placement warrants to the Sponsor at a price of $1.50 per warrant, generating gross proceeds of $8,000,000.

Following Catcha’s initial public offering, the partial exercise of the over-allotment option and the sale of the private placement warrants, a total of $300,000,000 was placed in the Trust Account. The Trust Account was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government obligations. In March 2023, Catcha liquidated the money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the initial Business Combination and liquidation.

On February 14, 2023, Catcha held an extraordinary general meeting of shareholders, at which shareholders voted upon, among other items, a proposal to amend Catcha’s Existing Governing Documents to extend the date by which Catcha must consummate an initial business combination. In connection with the Extension Meeting and subsequent redemption, holders of 26,883,869 Catcha Ordinary Shares voted for the extension amendment proposal, and holders of 27,785,141 Catcha Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.31. Following the redemption, Catcha had approximately $22.55 million left in its Trust Account, all of which was held in cash. As of September 30, 2023, there was approximately $24.3 million of cash held in the Trust Account, which was approximately $10.96 per share. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of Catcha’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of our obligation to redeem 100% of the public shares if Catcha does not complete a business combination by February 17, 2024, or (iii) the redemption of all of the public shares if Catcha is unable to complete the Business Combination or any other initial business combination by February 17, 2024 (or such earlier date as determined by the Catcha Board).

 

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Catcha Class A Ordinary Shares are currently listed on the NYSE American under the symbol “CHAA”. Catcha’s public warrants currently trade on the over-the-counter market.

Catcha’s principal executive office is located at 3 Raffles Place #06-01, Bharat Building, Singapore 048617, and its telephone number is +65 6325 2788. Catcha’s corporate website address is https://www.catchagroup.com. Catcha’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Crown

Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (“Crown”) formed on April 26, 2016, will be a provider of offshore LNG liquefaction and re-gasification terminal infrastructure for harsh weather locations. Crown designs and seeks to own and operate all-weather liquefied natural gas (“LNG”) liquefaction and re-gasification terminals, utilizing bottom-fixed, gravity-based structures (“GBS”). While floating technology solutions are not part of Crown’s core business, Crown will also seek to develop, own and operate floating storage and re-gasification units (“FSRU”) where Crown possesses a competitive advantage for doing so.

Crown plans be active in two critical parts of the LNG value chain: (1) liquefaction, where natural gas from producers is supercooled to a liquid for transport by ship as LNG, and (2) re-gasification (or “re-gas”), where the LNG is turned back into gas and delivered to consumers and businesses. Crown seeks to provide stable, secure, year-round LNG production and gas supplies to growing markets and locations exposed to harsh weather conditions. Crown aims to expand the global market for LNG (particularly LNG supplied from the U.S.) and contribute to lower carbon emissions in the markets it serves by replacing coal and oil with LNG.

In the case of the re-gas terminals, Crown’s customers will buy LNG from the global LNG market and pay Crown to store the LNG and re-gas it. Crown targets a customer base consisting of energy state owned enterprises, governments and well-capitalized corporations which require a reliable, year-round supply of LNG. In the case of liquefaction terminals, Crown expects that its customers will be gas producers and aggregators seeking to sell their gas in the form of LNG to domestic and overseas markets.

The mailing address of Crown’s principal executive office is Askekroken 11, 0277 Oslo, Norway and its telephone number is +47 980 25 359.

CGT Merge II Limited

CGT Merge II Limited (“Merger Sub”) is a Cayman Islands exempted company limited by shares and a wholly-owned direct subsidiary of PubCo incorporated on July 31, 2023. Merger Sub was formed solely for the purposes of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. Upon consummation of the Merger, Merger Sub will merge with and into Catcha, and the existence of Merger Sub as a separate exempted company will cease and Catcha, as the surviving company of the Merger, will continue its existence under the laws of the Cayman Islands as a wholly owned subsidiary of PubCo.

The mailing address of Merger Sub’s principal executive office is c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. After the Business Combination, Merger Sub will cease to exist as a separate legal entity.

 

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Crown LNG Holdings Limited

Crown LNG Holdings Limited (“PubCo”) is a private limited company incorporated under the laws of Jersey, Channel Islands incorporated on July 31, 2023. PubCo was formed solely for the purposes of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination.

The mailing address of PubCo’s principal executive office is 3rd Floor, 44 Esplanade, St. Helier, Jersey, JE4 9WG.

Proposals to be put to Catcha’s shareholders at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of Catcha and certain transactions contemplated by the Business Combination Agreement.

The Business Combination Proposal

As discussed in this proxy statement/prospectus, Catcha is asking its shareholders to approve by ordinary resolution the Business Combination Agreement and the transactions contemplated thereby, pursuant to which, among other things, (i) on the Merger Effective Date, Merger Sub will merge with and into Catcha, with Catcha surviving as the surviving company and becoming a wholly owned subsidiary of PubCo and (ii) following the Merger, subject to the terms and procedures set forth under the Business Combination Agreement, the Crown Shareholders will transfer to PubCo, and PubCo will acquire from the Crown Shareholders, all of the ordinary shares of Crown held by the Crown Shareholders in exchange for the issuance of PubCo Ordinary Shares.

In consideration for the transfer described above, PubCo shall issue to each of the Crown Shareholders its Pro Rata Share of the Exchange Consideration. The “Exchange Consideration” is a number of newly issued PubCo Ordinary Shares equal to (a) a transaction value of $600 million divided by (b) a per share price of $10.00. “Pro Rata Share” means, with respect to each Crown Shareholder, a fraction expressed as a percentage equal to (i) the number of shares of common stock of Crown (“Common Stock”) held by such Crown Shareholder immediately prior to the effective time of the Exchange, divided by (ii) the total number of issued and outstanding shares of Common Stock immediately prior to the effective time of the Exchange. For further details about the Business Combination, see “The Business Combination Proposal — The Business Combination Agreement.

Related Agreements

This section describes certain additional agreements entered into or to be entered into in connection with the Business Combination Agreement.

Exchange and Support Agreement

Concurrently with the execution of the Business Combination Agreement, Catcha, PubCo, Crown and certain Crown Shareholders entered into the Exchange and Support Agreement, pursuant to which, such Crown Shareholders agreed to (i) exchange all of their Common Stock of Crown for PubCo Ordinary Shares, and (ii) to vote their shares in favor of the transactions contemplated by the Business Combination Agreement and to provide a power of attorney to Crown to take certain actions in connection with the transactions contemplated by the Business Combination Agreement on behalf of such shareholders.

Registration Rights Agreement

As a condition to the Closing, Catcha, Crown, PubCo, certain Crown Shareholders, Catcha’s directors and officers and the Sponsor will enter into the Registration Rights Agreement (the “Registration Rights Agreement”)

 

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(i) amending and restating that certain Registration and Shareholder Rights Agreement by and between Catcha, the Sponsor, and certain other parties thereto, dated February 11, 2021, in its entirety, and (ii) pursuant to which, among other things, PubCo will provide certain registration rights for the PubCo Ordinary Shares and PubCo Warrants held by the applicable parties to the Registration Rights Agreement, subject to certain exceptions.

Lock-Up Agreement

As a condition to the Closing, Catcha, Crown, PubCo, certain Crown Shareholders, the Sponsor, and Crown’s and Catcha’s directors and officers will enter into the Lock-Up Agreement pursuant to which, among other things, the applicable parties will agree not to transfer, sell, assign or otherwise dispose of any PubCo’s equity securities held by such persons for 12 months following the Closing, in each case subject to certain exceptions.

KGLNG and GBTRON Agreements

On August 3, 2023, (a) East LNG Pte Ltd. a private limited liability company incorporated under the laws of Singapore (“EAST” or “KGLNG Seller”), Crown LNG India AS, a subsidiary of Crown and a private limited liability company incorporated under the laws of Norway (“Crown India AS” or “KGLNG Buyer”), Crown, and PubCo entered into an agreement (the “KGLNG Agreement”) for (i) certain future payment rights and (ii) an option for the sale and purchase of shares in Krishna Godavari LNG Terminal Pvt. Ltd., a private limited company incorporated under the laws of India (“KGLNG”) (the transactions contemplated under the KGLNG Agreement, collectively, the “KGLNG Transaction”), and (b) GBTRON Lands Limited, a private limited liability company incorporated under the laws of England and Wales (“GBTRON”), Crown, and PubCo entered into an agreement (the “GBTRON Agreement”) for an option for the sale and purchase of shares in a new limited liability company (“NewCo”) (the transactions contemplated under the GBTRON Agreement, collectively, the “GBTRON Transaction”). For details of the KGLNG Transaction and GBTRON Transaction, please refer to “Certain Relationships and Related Person Transactions — Crown — KGLNG Agreement” and “ — GBTRON Agreement.”

Potential PubCo PIPE Financing

Prior to the Closing, PubCo may enter into one or more subscription agreements with third-party investors named therein (such investors, collectively, with any permitted assignees or transferees, the “PIPE Investors”), in each case, on terms mutually acceptable to Catcha and Crown, pursuant to which, on the terms and subject to the conditions set forth therein, immediately following the Effective Time, such PIPE Investors will purchase from PubCo newly issued PubCo Ordinary Shares or other equity securities of PubCo.

Merger Proposal

Catcha is asking its shareholders to approve and authorize, by special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, the Merger and the Plan of Merger.

See the discussion in this proxy statement/prospectus under the caption, “The Merger Proposal.”

M&A Amendment and Restatement Proposal

Catcha is asking its shareholders to approve, by special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, the amendment and restatement of the Existing Governing Documents by the adoption of the Replacement Governing Documents as the memorandum and articles of Catcha in substitution for and to the exclusion of the Existing Governing Documents with effect at the Effective Time.

 

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See the discussion in this proxy statement/prospectus under the caption, “The Merger Proposal.”

Advisory Charter Proposals

Catcha will ask its shareholders to consider and vote upon proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as the following sub-proposals:

 

   

Advisory Charter Proposal 4A — to increase the authorized share capital of Catcha from $55,500 divided into (i) 500,000,000 Catcha Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 Catcha Class B Ordinary Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) an unlimited number of no par value PubCo Ordinary Shares and an unlimited number of no par value PubCo Preferred Shares.

 

   

Advisory Charter Proposal 4B — to permit removal of a director only for cause and only by the passing of an Ordinary Resolution by PubCo.

 

   

Advisory Charter Proposal 4C — to provide that, subject to the rights of holders of any series of preferred shares, the minimum number of directors shall be two and the maximum number of directors will be fixed from time to time by a majority of the PubCo Board.

 

   

Advisory Charter Proposal 4D — to eliminate the ability of PubCo shareholders to take action by written consent in lieu of a meeting.

 

   

Advisory Charter Proposal 4E — to provide that the Proposed Charter may be amended, altered, repealed or adopted by the passing of a Special Resolution by PubCo for amendments of certain provisions of the Proposed Charter relating to: (i) classification and election of the PubCo Board, removal of directors from office, and filling vacancies on the PubCo Board, (ii) actions taken by the PubCo shareholders, (iii) exculpation of personal liability of a director of PubCo and indemnification of persons serving as directors or officers of PubCo, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, and (vi) amendments to the Proposed Charter.

The Proposed Charter differs in certain material respects from the Existing Governing Documents, and we encourage shareholders to carefully consult the information set out in the section entitled “The Advisory Charter Proposals” and the full text of the Proposed Charter of PubCo, attached hereto as Annex C.

Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize Catcha to consummate the Business Combination (or if certain other circumstances apply), the Catcha Board may submit a proposal to adjourn the extraordinary general meeting to a later date or dates. For additional information, see “The Adjournment Proposal.”

The Adjournment Proposal is not conditioned on any other proposal.

The Catcha Board’s Reasons for the Business Combination

Catcha was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Catcha Board sought to do this by utilizing the networks and industry experience of both the Sponsor and the Catcha Board and management to identify, acquire and operate one or more businesses.

 

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In reaching its unanimous resolution to approve the Business Combination Agreement and to approve the Business Combination and other transactions contemplated therein, the Catcha Board considered a range of factors, including, without limitation, the following:

 

   

The macro tailwinds accelerating LNG demand globally;

 

   

The large addressable market for LNG infrastructure solutions in harsh weather regions and Crown’s potential to serve this need;

 

   

Crown’s proven design and technology;

 

   

The deep and relevant experience of Crown’s management team;

 

   

The attractive valuation and financial analysis of the Business Combination;

 

   

The Business Combination being the best available opportunity for Catcha;

 

   

The results of due diligence review;

 

   

The terms of the Business Combination Agreement; and

 

   

The role of the independent directors.

The Catcha Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including the following:

 

   

The potential inability to complete the Business Combination;

 

   

The potential risks associated with Crown’s business;

 

   

The limitations of the due diligence review;

 

   

The possibility of litigation challenging the Business Combination;

 

   

The fees and expenses associated with completing the Business Combination; and

 

   

The potential for diversion of management and employees during the process.

For more information about the Catcha Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination Proposal — The Catcha Board’s Reasons for the Approval of the Business Combination.”

Date, Time and Place of Extraordinary General Meeting of Catcha’s Shareholders

The extraordinary general meeting will be held at the offices of Goodwin Procter LLP, 620 8th Avenue, New York, New York 10018 on                , 2023, and virtually via live webcast at https://                , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, the Business Combination Proposal has not been approved.

Voting Power; Record Date

Catcha’s shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they own Catcha Ordinary Shares at the close of business on                , 2023, which is the record date of the extraordinary general meeting. Shareholders are entitled to one vote for each Catcha Class A Ordinary Share held of record as of the record date, and shareholders are entitled to one vote for each Catcha Class B Ordinary Share

 

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held of record as of the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Catcha’s warrants do not have voting rights. As of the close of business on the record date, there were                Catcha Ordinary Shares issued and outstanding, of which                were Catcha Class A Ordinary Shares and                  were Catcha Class B Ordinary Shares.

Quorum and Vote of Catcha’s shareholders

A quorum of Catcha’s shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold a majority of the Catcha Ordinary Shares are present, being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. As of the record date for the extraordinary general meeting,                 Catcha Ordinary Shares would be required to achieve a quorum.

The Sponsor has agreed to vote all of its Catcha Class B Ordinary Shares in favor of each of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor owns, on an as-converted basis, approximately 77.2% of the outstanding Catcha Ordinary Shares.

The proposals presented at the extraordinary general meeting require the following votes:

 

  (i)

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a majority of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

  (ii)

Merger Proposal: The approval of the Merger Proposal requires a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

  (iii)

M&A Amendment and Restatement Proposal: The approval of the M&A Amendment and Restatement Proposal requires a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

  (iv)

Advisory Charter Proposals: The separate approval of each of the Advisory Charter Proposals requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a majority of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

  (v)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a majority of the votes cast by the holders of the issued Catcha Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Redemption Rights

Pursuant to the Existing Governing Documents, a public shareholder may request that Catcha redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (i)

hold public shares;

 

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  (ii)

submit a written request to Continental, Catcha’s transfer agent, in which you (i) request that Catcha redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your public shares to Continental, Catcha’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above at any time prior to                ,                Eastern Time, on                , 2023 (being at least two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold public shares on the record date for the extraordinary general meeting. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Catcha’s transfer agent, PubCo will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to Catcha. For illustrative purposes, based on approximately $24.3 million of funds in the Trust Account as of September 30, 2023 and 2,214,859 shares subject to possible redemption, in each case, following the redemption following the Extension Meeting, this would have amounted to approximately $10.96 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of Catcha — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

With respect to the Merger, the Cayman Islands Companies Act under Section 238 provides for a right of Catcha’s dissenting shareholders to be paid the fair value of their shares in connection with the Business Combination, subject to certain limitations under section 239. Please note that Catcha warrant holders do not have appraisal rights under the Cayman Islands Companies Act in connection with the Business Combination.

In connection with the Business Combination, holders of Catcha Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Islands Companies Act shall have the right, under certain circumstances, to exercise their statutory appraisal (“dissenter”) rights to seek payment of the fair value of their

 

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Catcha Ordinary Shares. These statutory dissenter rights are separate to the rights of public shareholders to elect to have their shares redeemed for cash at the applicable redemption price in accordance with the Existing Governing Documents. It is Catcha’s view that such fair value would equal the amount which Catcha’s shareholders would obtain if they exercise their redemption rights as described herein. If a Catcha shareholder exercises its redemption rights, it cannot exercise its dissenter rights.

The Catcha Board will determine the fair value of the dissenting shares with reference to the assets and liabilities position of Catcha and the redemption price. If the dissenting shareholders do not agree with the fair value determined by the Catcha Board and file a petition with the Cayman Court for a determination of the fair value of the dissenting shares, the Cayman Court will determine the fair value of the dissenting shares as at the date of the extraordinary general meeting at which the Merger is approved.

Catcha’s shareholders who wish to exercise their statutory appraisal rights must follow the statutory procedures prescribed in the Cayman Islands Companies Act as further explained below.

 

  (a)

A dissenting shareholder should give a Written Objection to Catcha before the extraordinary general meeting, containing a statement that it proposes to object to the Merger and demands payment for its shares if the Merger is approved by Catcha’s shareholders at the extraordinary general meeting. For the avoidance of doubt, the giving of a Written Objection does not represent a vote at the extraordinary general meeting. Catcha’s shareholders may vote for or against the Business Combination at the extraordinary general meeting irrespective of whether they wish to exercise their appraisal rights and are not required to vote against the Business Combination at the extraordinary general meeting in order to exercise their appraisal rights.

 

  (b)

Upon receipt of the Written Objection and within 20 days immediately following the extraordinary general meeting, Catcha shall give written notice of the approval of the Merger (if it is so approved at the extraordinary general meeting) to each dissenting shareholder who gave a Written Objection.

 

  (c)

Within the Dissenting Period, each dissenting shareholder must give Catcha an Appraisal Right Exercise Notice stating (i) its name and address, (ii) the number and classes of shares in respect of which it dissents, and (iii) a demand for payment of the fair value of its shares. A dissenting shareholder must dissent and exercise its appraisal right in respect of all (and not part only) of its holding of Catcha Ordinary Shares.

 

  (d)

Within seven days immediately following the date of expiration of the Dissenting Period or within seven days immediately following the date on which the Plan of Merger is filed with the Cayman Registrar, whichever is later, Catcha or the successor company (as applicable) will make a Purchase Offer to each dissenting shareholder to purchase its dissenting shares at a specified price determined by the Catcha Board to be the fair value of the shares.

 

  (e)

Within 30 days immediately following the date on which the Purchase Offer is made, if the dissenting shareholder agrees with the Purchase Price Offer (or Catcha otherwise agrees with the dissenting shareholder upon the price to be paid for the dissenting shares), such amount will be paid forthwith in cash to the dissenting shareholder.

 

  (f)

If the dissenting shareholder does not agree with the Purchase Price Offer and Catcha and the dissenting shareholder fail to agree on the price to be paid for the dissenting shares, Catcha or the successor company (as applicable) will, and the dissenting shareholder may, file a petition with the Cayman Court for a determination of the fair value of the dissenting shares of all dissenting shareholders.

 

  (g)

At the hearing of such petition, the Cayman Court shall determine the fair value of the dissenting shares to be paid to each dissenting shareholder.

 

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  (h)

The costs of the proceeding may be determined by the Cayman Court and taxed upon the parties as the Cayman Court deems equitable in the circumstances (i.e., the Cayman Court will determine whether the costs of the proceedings should be borne by the dissenting shareholder(s) and/or Catcha or the successor company (as applicable) and the amount to be borne by each party).

Under the Cayman Islands Companies Act, upon giving the Appraisal Right Exercise Notice, the dissenting shareholder will cease to have any right as a Catcha shareholder (including the redemption right to redeem all or part of their holdings of Catcha Ordinary Shares) except the appraisal rights and the right under Section 238(12) of the Cayman Islands Companies Act to participate fully in all proceedings until the determination of fair value is reached.

Catcha’s shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Islands Companies Act.

See “Extraordinary General Meeting of Catcha — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Catcha has engaged                to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Catcha — Revoking Your Proxy.”

Interests of Catcha’s Directors and Officers in the Business Combination

In considering the recommendation of the Catcha Board to vote in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that Catcha’s directors and officers have interests in such proposals that are different from, or in addition to, your interests as a shareholder or warrant holder. These interests include, among other things:

 

   

If the Business Combination with Crown or another business combination is not consummated by February 17, 2024, Catcha will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and dissolving and liquidating. In such event, the 7,500,000 Catcha Class B Ordinary Shares held by the Sponsor, which were acquired for a purchase price of approximately $0.003 per share prior to the initial public offering, would be worthless because the holders are not entitled to participate in any redemption or liquidating distribution with respect to such shares. Such shares had an aggregate market value of $                based upon the closing price of $                per public share on NYSE American on                2023, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

   

The Sponsor purchased an aggregate of 5,333,333 private placement warrants from Catcha for an aggregate purchase price of approximately $8,000,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Catcha’s initial public offering. Such warrants had an aggregate market value of approximately $    based upon the trade price of $    per warrant on the over-the-counter market on    , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The private placement warrants will become worthless if Catcha does not consummate the Business Combination by February 17, 2024.

 

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The Business Combination Agreement provides that Catcha or the Sponsor will be entitled to appoint at least one director of PubCo after the consummation of the Business Combination. As such, in the future such director(s) will receive cash fees, stock options or stock awards that the PubCo Board determines to pay to its directors.

 

   

The Business Combination Agreement provides that, at the closing of the Business Combination, the Sponsor and Catcha’s officers and directors will enter into the Registration Rights Agreement, which provides for registration rights for PubCo Ordinary Shares and PubCo Warrants held by such persons and their permitted transferees.

 

   

If Catcha is unable to complete the Business Combination within the required time period, or upon the exercise of a redemption right in connection with the Business Combination, Catcha will be required to provide for payment of claims of creditors that were not waived that may be brought against Catcha within the ten years following such redemption. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Catcha if and to the extent any claims by a third party (other than any independent auditors) for services rendered or products sold to Catcha, or a prospective target business with which Catcha has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Catcha Class A Ordinary Share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, expenses relating to the administration of the Trust Account and limited withdrawals for working capital, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriter of Catcha’s initial public offering against certain liabilities, including liabilities under the Securities Act.

 

   

The Sponsor and Catcha’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Catcha’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Catcha fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Catcha may not be able to reimburse these expenses if the Business Combination with Crown or another business combination is not completed by February 17, 2024. As of                 , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the Sponsor and Catcha’s officers, directors and their affiliates had incurred approximately $                of unpaid reimbursable expenses.

 

   

The Business Combination Agreement provides for the indemnification of Catcha’s current directors and officers and the continuation of directors and officers liability insurance covering Catcha’s current directors and officers for a period of six years from the Closing Date.

 

   

The Sponsor has made loans to Catcha to fund certain capital requirements, including the following:

 

   

2022 Convertible Promissory Note

On December 13, 2022, Catcha issued an unsecured convertible promissory note (the “$1.5 Million Convertible Promissory Note”) under the working capital loan to the Sponsor, pursuant to which Catcha may borrow up to $1,500,000 from the Sponsor. Such note may, at the Sponsor’s discretion, be converted into private placement warrants at a price of $1.50 per warrant with each warrant entitling the holder to purchase one Catcha Class A Ordinary Share at a price of $11.50 per share, subject to the same terms applicable to the private placement warrants issued in connection with Catcha’s initial public offering. The $1.5 Million Convertible Promissory Note will not bear any interest, and will be repayable by Catcha to the Sponsor, on a date that is the earlier of (i) the consummation of the Business Combination and (ii) the liquidation of Catcha.

 

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The maturity date of the $1.5 Million Convertible Promissory Note may be accelerated upon the occurrence of certain events of default. The Sponsor may not be repaid for any borrowings under the $1.5 Million Convertible Promissory Note to the extent that there are limited or no funds remaining outside the Trust Account and Catcha fails to consummate the Business Combination within the required period. In addition, to the extent that the Sponsor has elected to convert the principal balance of the $1.5 Million Convertible Promissory Note into warrants, such warrants will become worthless if Catcha does not consummate the Business Combination within the required period.

As of        , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, Catcha received $        for working capital purposes under the $1.5 Million Convertible Promissory Note.

 

   

2023 Extension Note

On February 14, 2023, Catcha issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which Catcha may borrow up to $900,000 from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Catcha Board, the Sponsor has agreed to deposit into the Trust Account the lesser of (i) $75,000 or (ii) $0.0375 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (a) the date of the extraordinary general meeting held in connection with a shareholder vote to approve a business combination, and (b) the date that $900,000 has been loaned. Such note may, at the Sponsor’s discretion, be converted into private placement warrants at a price of $1.50 per warrant with each warrant entitling the holder to purchase one Catcha Class A Ordinary Share at a price of $11.50 per share, subject to the same terms applicable to the private placement warrants issued in connection with Catcha’s initial public offering. The Extension Note will not bear any interest, and will be repayable by Catcha to the Sponsor, on a date that is the earlier of (x) the consummation of the Business Combination and (y) the liquidation of Catcha. The maturity date of the Extension Note may be accelerated upon the occurrence of certain events of default. The Sponsor may not be repaid for any borrowings under the Extension Note to the extent that there are limited or no funds remaining outside the Trust Account and Catcha fails to consummate the Business Combination within the required period. In addition, to the extent that the Sponsor has elected to convert the principal balance of the Extension Note into warrants, such warrants will become worthless if Catcha does not consummate the Business Combination within the required period.

As of    , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, Catcha received $        under the Extension Note.

 

   

2023 Capital Commitment

On March 9, 2023, Catcha entered into a subscription agreement (the “March Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which the Sponsor sought to raise $1.2 million to fund the extension and to provide working capital to Catcha. The Sponsor committed to fund $900,000 of this amount through the Extension Note described above and Polar agreed to provide the remaining $300,000 to Catcha. Catcha will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon at least five (5) calendar days’ prior written notice, the Sponsor may require a drawdown from Polar against the capital commitment in order to meet 25% of the Sponsor’s commitment to Catcha under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, Catcha has agreed to issue up to 300,000 Catcha Class A Ordinary Shares (“March Subscription Shares”) to Polar at the Closing of the Business Combination. Any amounts funded by the Sponsor to Catcha under a Drawdown Request shall not accrue interest and shall be promptly repaid by Catcha to the Sponsor upon the Closing of the Business Combination. Following receipt of such sums from Catcha, and in any event within five (5) business

 

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days from the closing of the Business Combination, the Sponsor or Catcha shall pay to Polar, an amount equal to all Capital Calls funded under the March Subscription Agreement (the “Business Combination Payment”). Catcha and Sponsor are jointly and severally obligated to make the Business Combination Payment to Polar. Polar may elect at the Closing of the Business Combination to receive such Business Combination Payment in cash or Catcha Class A Ordinary Shares at a rate of one share for each $10.00 of the Capital Calls funded under the March Subscription Agreement. If Catcha liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Catcha’s cash accounts after paying any outstanding third party invoices (excluding any amount due to the Sponsor), not including the Trust Account, will be paid to Polar within five (5) calendar days of the liquidation.

As of                , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, Catcha received $                from Polar pursuant to the Capital Calls.

 

   

October 2023 Promissory Note

On October 25, 2023, Catcha, the Sponsor and Polar entered into another subscription agreement (the “October Subscription Agreement”), pursuant to which, Polar agreed to fund a capital contribution of $750,000, without interest, to Catcha and in consideration thereof, Catcha agreed to cause PubCo to issue 750,000 shares of Class A Common Stock (the “October Subscription Shares” and together with the March Subscription Shares, the “Subscription Shares”) to Polar at the Closing. The Sponsor and Catcha, jointly and severally, agreed to promptly repay the $750,000 to Polar within five (5) business days of the Closing.

On October 27, 2023, Catcha and Crown entered into a promissory note whereby Catcha agreed to provide a loan in the principal amount of $750,000 to Crown to fund working capital until the Closing. On October 30, 2023, the $750,000 loan was provided by Catcha to Crown. Crown has agreed to repay the $750,000 to Catcha within ten (10) business days of Catcha providing Crown with written notice of demand after the Closing.

 

   

The Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition with Crown on terms less favorable to shareholders rather than liquidate.

Interests of Crown’s Directors and Officers in the Business Combination

When you consider the recommendation of the Catcha Board in favor of approval of the Business Combination Proposal, you should keep in mind that Crown’s directors and executive officers may have interests in the Business Combination that are different from, or in addition to, those of Catcha’s shareholders and Crown Shareholders generally. These interests include, among other things, the interests listed below:

 

   

The following individuals who are currently executive officers of Crown are expected to become executive officers of PubCo upon the Closing of the Business Combination, serving in the offices set forth opposite their names below:

 

Name

   Position

Swapan Kataria

   Chief Executive Officer

Jørn Skule HusemoeN

   Chief Executive Officer

Gunnar Knutsen

   President and Chief Operating
Officer, Crown LNG AS

 

   

The following individuals who are currently members of Crown’s board of directors are expected to become members of the PubCo Board upon the Closing of the Business Combination:

 

•  Swapan Kataria

  

•  Jørn Skule Husemoen

  

Further, we expect that the Crown Shareholders will see a substantial increase in the value of their shares.

 

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At any time at or prior to the extraordinary general, during a period when they are not then aware of any material nonpublic information regarding Catcha or its securities, the Sponsor, Catcha’s officers and directors, Crown or the Crown Shareholders and/or their respective affiliates, in compliance with the tender offer rules and other Exchange Act limitations, including Rule 14e-5 thereunder, may purchase public shares from institutional and other investors, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Catcha. Any such purchases may be effected at purchase prices that are no greater than the per share pro rata portion of the Trust Account. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Crown and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their public shares. The purpose of such share purchases and other transactions would be to (i) limit the number of public shares electing to be redeemed, and (ii) increase the likelihood of satisfaction of the requirement that Catcha’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) be at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

In accordance with the SEC’s Compliance and Disclosure Interpretation 166.01, any public shares purchased by the Sponsor, Crown and/or their directors, officers, advisors or respective affiliates would not be voted in favor of approving the Business Combination.

While the exact nature of any such incentives has not been determined as of the date of this proxy statement/ prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on the price of Catcha Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur.

Recommendation to Catcha’s Shareholders

The Catcha Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Catcha and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the M&A Amendment and Restatement Proposal, “FOR” each of the Advisory Charter Proposals, and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of Catcha’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Catcha and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals, subject to their fiduciary duties under Cayman Islands law. In addition, Catcha’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Catcha’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

 

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Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination, assuming (i) none of Catcha’s outstanding public shares are redeemed in connection with the Business Combination, (ii) 50% of Catcha’s outstanding public shares are redeemed in connection with the Business Combination and (iii) all of Catcha’s outstanding public shares are redeemed in connection with the Business Combination, assuming Catcha will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and a majority of the shares voted at the extraordinary general meeting are voted in favor of the Business Combination, in each case after taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting.

Sources & Uses

Assuming No Redemptions

 

Source of Funds (in millions)

    

Uses of Funds (in millions)

 

Crown Shareholders

   $ 600.0      Crown Shareholders    $ 600.0  

Cash Held in Trust(1)

     24.3      Cash on Balance Sheet      10.1  
      Estimated Transaction Expenses(2)      14.2  
  

 

 

       

 

 

 

Total Sources

   $ 624.3      Total Uses    $ 624.3  
  

 

 

       

 

 

 

Sources & Uses

Assuming 50% Redemptions

 

Source of Funds (in millions)

    

Uses of Funds (in millions)

 

Crown Shareholders

   $ 600.0      Crown Shareholders    $ 600.0  

Cash Held in Trust(1)

     24.3      Cash on Balance Sheet      0.0  
      Catcha Redemption      12.1  
      Estimated Transaction Expenses(2)(3)      12.2  
  

 

 

       

 

 

 

Total Sources

   $ 624.3      Total Uses    $ 624.3  
  

 

 

       

 

 

 

Sources & Uses

Assuming Maximum Redemptions

 

Source of Funds (in millions)

    

Uses of Funds (in millions)

 

Crown Shareholders

   $ 600.0      Crown Shareholders    $ 600.0  

Cash Held in Trust(1)

     24.3      Cash on Balance Sheet      0.0  
      Catcha Redemption      24.3  
      Estimated Transaction Expenses(3)      0.0  
  

 

 

       

 

 

 

Total Sources

   $ 624.3      Total Uses    $ 624.3  
  

 

 

       

 

 

 

 

(1)

Cash in Trust Account as of September 30, 2023.

(2)

Represents an estimate of transaction expenses. Actual amounts may vary and may include expenses unknown at this time.

(3)

Under the 50% redemption scenario and the maximum redemption scenario, the available cash at the Closing provided by Catcha will be insufficient to pay transaction fees. Assumes that such expenses will be paid from the proceeds of any PIPE financing or additional permitted financing or cash on Crown’s balance

 

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  sheet. Also assumes that the Minimum Cash Condition will be satisfied or waived by Crown. See “The Business Combination Proposal — The Business Combination Agreement” for more information on the Minimum Cash Condition. Expenses and such expenses will be paid from the proceeds of any PIPE financing or additional permitted financing or cash on Crown’s balance sheet.

As a result of the transactions contemplated by the Business Combination Agreement, Catcha expects PubCo to add between $0 million and $10.0 million in cash on hand on its balance sheet as discussed above. Please see Crowns Managements Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources” for more information.

Expected Accounting Treatment

For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “The Business Combination Proposal  Anticipated Accounting Treatment.”

Material Tax Considerations

For a discussion summarizing material tax considerations of the exercise of redemption rights, please see “Material Tax Considerations.”

Regulatory Matters

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, except for filing with the Registrar of Companies of the Cayman Islands and any filing required by the Jersey Financial Services Commission.

Emerging Growth Company

Catcha is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Catcha has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Catcha, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Catcha’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Catcha will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Catcha’s initial public offering, (b) in which Catcha has total

 

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annual gross revenue of at least $1.235 billion, or (c) in which Catcha is deemed to be a large accelerated filer, which means the market value of Catcha’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which Catcha has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Additionally, Catcha is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. Catcha will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of Catcha Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30, or (ii) Catcha’s annual revenues exceeded $100 million during such completed fiscal year and the market value of Catcha Ordinary Shares held by non-affiliates exceeds $250 million as of the prior June 30.

Summary of Risk Factors

In evaluating the proposals to be presented at the Catcha extraordinary general meeting, a shareholder should carefully read the risks described below, this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” If any of the following events occur, Catcha’s business, financial condition and operating results may be materially adversely affected. In that event, the trading price of Catcha’s securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

Risks Related to Crown

 

   

Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect Crown’s LNG business and the performance of its customers and could have a material adverse effect on its business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

 

   

Disruptions to the supply of natural gas to or from its LNG terminals and associated facilities could have a material adverse effect on Crown’s business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

 

   

Crown may experience cancellations, time delays, unforeseen expenses and other complications while developing our LNG terminals. These complications can delay the commencement of revenue-generating activities, reduce the amount of revenue Crown earn and increase our development costs.

 

   

Crown has not yet completed contracting, construction and commissioning of its planned initial two LNG re-gasification terminals. There can be no assurance that its LNG re-gasification (or future liquefication) terminals will operate as expected, or at all.

 

   

Failure of exported LNG to be a long-term competitive source of energy for international markets could adversely affect Crown’s customers and could materially and adversely affect Crown’s business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

 

   

Crown will require additional capital as it grows its business, and such capital may not be available on acceptable terms, or at all, which would result in Crown being unable to grow, or maintain its business.

 

   

Crown may experience increased labor costs, and the unavailability of skilled workers or Crown’s failure to attract and retain qualified personnel could adversely affect Crown’s business. In addition, changes in senior management or other key personnel could affect its business results.

 

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System failures, defects, errors or vulnerabilities in its website, applications, backend systems or other technology systems or those of third-party technology providers could harm Crown’s reputation and adversely affect its business.

 

   

Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of Crown’s LNG terminals could impede operations and construction and could have a material adverse effect on Crown’s business.

 

   

Unfavorable changes in laws, regulations, and policies in foreign countries in which Crown seeks to develop projects, Crown, Crown’s partners’, or Crown’s project developers’ failures to secure timely government authorizations under laws and regulations or Crown’s failure to comply with such laws and regulations could have a material adverse effect on Crown’s business, financial condition and results of operations.

Risks Related to PubCo’s Business and Operations Following the Business Combination with Crown

 

   

There can be no assurance that PubCo will be able to comply with the continued listing standards of the NYSE or any other exchange following the closing of the Business Combination.

 

   

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Catcha’s securities or, following the Closing, PubCo’s securities, may decline.

 

   

Following the consummation of the Business Combination, PubCo’s only significant asset will be its ownership of Crown, and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable PubCo to pay any dividends on its PubCo Ordinary Shares, pay its expenses or satisfy other financial obligations.

 

   

Because PubCo is incorporated in Jersey, Channel Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

 

   

Subsequent to Catcha’s completion of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.

 

   

PubCo Ordinary Shares may or may not pay cash dividends in the foreseeable future, and you may not receive any return on investment unless you sell PubCo Ordinary Shares for a price greater than that which you paid for it

 

   

An active liquid trading market for PubCo Ordinary Shares and PubCo Warrants may not develop, which may limit your ability to sell PubCo Ordinary Shares and PubCo Warrants.

 

   

PubCo does not have experience operating as a public company subject to U.S. federal securities laws and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.

 

   

The price of PubCo Ordinary Shares may be volatile.

Risks Related to Catcha and the Business Combination

 

   

Notwithstanding that Catcha is seeking shareholder approval of the Business Combination, the Sponsor has agreed to vote all its Catcha Class B Ordinary Shares in favor of each of the proposals being presented at the extraordinary general meeting, regardless of how our public shareholders vote.

 

   

If the Business Combination is not approved, then the shares and warrants that are beneficially owned by Catcha’s current directors, executive officers and the Sponsor will be worthless and the expenses incurred by such persons may not be reimbursed or repaid. Such interests may have influenced their decision to approve the Business Combination with Crown.

 

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The value of the shares held by Catcha’s Sponsor following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of PubCo Ordinary Shares at such time is substantially less than $10.00 per share.

 

   

The ability of shareholders to exercise redemption rights with respect to a large number of outstanding shares of Catcha Class A Ordinary Shares and the Minimum Cash Condition could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation to redeem their public shares.

 

   

Catcha’s public shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination

Risks Related to the Redemptions and Certain Outstanding Securities of Catcha

 

   

If Catcha’s shareholders fail to properly demand redemption rights, they will not be entitled to convert their Catcha Ordinary Shares into a pro rata portion of the Trust Account.

 

   

The high level of redemptions that occurred in connection with the Extension Meeting and the ability of shareholders to exercise redemption rights with respect to a large number of outstanding shares of Catcha Class A Ordinary Shares in connection with the Business Combination could increase the probability that the Business Combination will be unsuccessful and that shareholders would have to wait for liquidation to redeem their public shares.

 

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SUMMARY UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination and related transactions.

The following summary unaudited pro forma condensed combined balance sheet as of June 30, 2023 combines the historical unaudited balance sheet of Catcha as of June 30, 2023 and the historical unaudited consolidated balance sheet of Crown as of June 30, 2023, giving pro forma effect to the Business Combination as if it had occurred on June 30, 2023.

The following summary unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 combines the historical unaudited statement of operations of Catcha for the six months ended June 30, 2023 and the historical unaudited consolidated statement of operations of Crown for the six months ended June 30, 2023, giving pro forma effect to the Business Combination as if it had occurred on January 1, 2022, the beginning of the periods presented.

The following summary unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 combines the historical statement of operations of Catcha for the year ended December 31, 2022 and the historical consolidated statement of operations of Crown for the year ended December 31, 2022, giving pro forma effect to the Business Combination as if it had occurred on January 1, 2022, the beginning of the periods presented.

The Summary Pro Forma Information does not necessarily reflect what PubCo’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. The Summary Pro Forma Information also may not be useful in predicting the future financial condition and results of operations of PubCo. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial statements of Crown have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) or IAS 34 Interim Financial Reporting (“IAS 34”), as appropriate, in its presentation currency of the U.S. dollar (“USD” or “$”). The historical financial statements of Catcha have been prepared in accordance with GAAP in USD. The condensed combined pro forma financial information reflects IFRS as issued by the IASB and in USD, the basis of accounting used by PubCo and except for the reclassification of the Catcha Class A Ordinary Shares subject to redemption to non-current financial liabilities, no other material accounting policy difference is identified in converting Catcha’s historical financial statements to IFRS. Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align Catcha’s historical financial information in accordance with the presentation of Crown’s historical financial information.

The adjustments presented in the pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of PubCo after giving effect to the Business Combination. Catcha and Crown did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

This information should be read together with Catcha’s and Crown’s financial statements and related notes, “Catcha’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Crown’s

 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this proxy statement/prospectus as well as the section titled “Unaudited Pro Forma Condensed Combined Financial Information.

The Summary Pro Forma Information has been prepared assuming two alternative levels of redemption of the public shares into cash after giving effect to the redemptions in connection with the extraordinary general meeting of shareholders held on February 14, 2023:

No Redemption Scenario: This scenario assumes that none of Catcha’s existing public shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their public shares.

Maximum Redemption Scenario: This scenario assumes that all 2,214,859 public shares (representing 100% of the total public shares outstanding) are redeemed in connection with the Business Combination for an aggregate redemption payment of approximately $24.5 million based on an assumed redemption price of $11.07 per share, which includes an estimate of interest earned and actual extension deposits through November 30, 2023 made to the Trust Account. This scenario also assumes that the Minimum Cash Condition will be satisfied (including by proceeds of any PIPE financing or additional permitted financing) or waived by Crown. The Business Combination Agreement provides that the consummation of the Business Combination is conditioned on, among other things, Catcha having at least $5,000,001 of net tangible assets upon the Closing. The net tangible assets of PubCo will include the net tangible assets of Crown, as increased by the gross proceeds of the Trust Account and decreased by the transaction expenses described in the table below, as well as increased by the net proceeds of any PIPE financing or additional permitted financing. PubCo expects net tangible assets to exceed $5,000,001 upon the Closing of the Business Combination even in a maximum redemption scenario.

The historical financial information of Catcha and Crown has been adjusted to give effect to the expected events that are related and/or directly attributable to the transactions contemplated by the Business Combination and are factually supportable and assumes that none of the conditions to the Closing of the Business Combination will have been waived. The adjustments presented in the Summary Pro Forma Information have been identified and presented to provide relevant information necessary for an accurate understanding of PubCo upon consummation of the transactions contemplated by the Business Combination.

The Summary Pro Forma Information is presented for illustrative purposes only. Such information is only a summary and should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The financial results may have been different had the companies always been combined. You should not rely on the Summary Pro Forma Information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that PubCo will experience.

Statement of Operations Data

 

                 Pro Forma Combined  

(in thousands, except for share

and per share information)

   Crown
(Historical
for the six
months
ended
June 30,
2023
    Catcha
(Historical as
converted to
IFRS for
the six months
ended
June 30, 2023
    Scenario 1 –
Assuming no

redemptions
    Scenario 2 –
Assuming
maximum
redemptions
 

Revenue

   $ —       $ —       $ —       $ —    

Employee benefits expenses

     (477     —         (477     (477

Other operating expenses

     (4,143     (1,547     (5,671     (5,671
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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                 Pro Forma Combined  

(in thousands, except for share

and per share information)

   Crown
(Historical
for the six
months
ended
June 30,

2023
    Catcha
(Historical as
converted to
IFRS for
the six months
ended
June 30, 2023
    Scenario 1 –
Assuming no

redemptions
    Scenario 2 –
Assuming
maximum
redemptions
 

Operating loss

     (4,620     (1,547     (6,148     (6,148

Finance expenses

     (965     —         (965     (965

Finance income

     7,862       2,211       7,862       7,862  

Excess of fair value of capital contribution note over proceeds at issuance

     —         (1,060     (1,060     (1,060

Change in fair value of convertible promissory notes

     —         (2     —         —    

Change in fair value of capital contribution note

     —         (22     —         —    

Change in fair value of warrant liabilities

     —         52       52       52  
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) before income tax

     2,277       (368     (259     (259

Income tax (expense) benefit

     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 2,277     $ (368   $ (259   $ (259
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-controlling interest

     220       —         220       220  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributed to controlling interest

   $ 2,057     $ (368   $ (479   $ (479
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding, redeemable Class A ordinary shares

       9,429,785      

Basic and diluted net loss per share, redeemable Class A ordinary shares

     $ (0.02    
    

 

 

     

Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

       7,500,000      
    

 

 

     

Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares

     $ (0.02    
    

 

 

     

Pro forma weighted average number of shares outstanding - basic

     51,789,000         70,919,859       68,705,000  
  

 

 

     

 

 

   

 

 

 

Pro forma income (loss) per share - basic

   $ 0.04       $ (0.01   $ (0.01
  

 

 

     

 

 

   

 

 

 

Pro forma weighted average number of shares outstanding - diluted

     52,186,000         70,919,859       68,705,000  
  

 

 

     

 

 

   

 

 

 

Pro forma income (loss) per share - diluted

   $ 0.04       $ (0.01   $ (0.01
  

 

 

     

 

 

   

 

 

 

 

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Table of Contents
                 Pro Forma Combined  

(in thousands, except for share

and per share information)

   Crown
(Historical for
the year ended
December 31,
2022
    Catcha
(Historical as
converted to
IFRS for
the year ended
December 31,
2022
    Scenario 1 –
Assuming no

redemptions
    Scenario 2 –
Assuming
maximum
redemptions
 

Revenue

   $ —       $ —       $ —       $ —    

Employee benefits expenses

     (1,276     —         (1,276     (1,276

Transaction listing cost

     —         —         (111,855     (111,651

Other operating expenses

     (6,267     (1,227     (7,456     (7,456

Impairment and depreciation

     (144     —         (144     (144
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (7,687     (1,227     (120,731     (120,527

Finance expenses

     (23,484     —         (23,484     (23,484

Finance income

     299       4,002       299       299  

Change in fair value of warrant liabilities

     —         8,842       8,842       8,842  
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) before income tax

     (30,872     11,617       (135,074     (134,870

Income tax benefit

     2,967       —         2,967       2,967  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (27,905   $ 11,617     $ (132,107   $ (131,903
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-controlling interest

     (850     —         (850     (850
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributed to controlling interest

   $ (27,055   $ 11,617     $ (131,257   $ (131,053
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding, redeemable Class A ordinary shares

       30,000,000      

Basic and diluted net income per share, redeemable Class A ordinary shares

     $ 0.31      
    

 

 

     

Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

       7,500,000      
    

 

 

     

Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares

     $ 0.31      
    

 

 

     

Pro forma weighted average number of shares outstanding - basic and diluted

     49,204,000         70,919,859       68,705,000  
  

 

 

     

 

 

   

 

 

 

Pro forma loss per share - basic and diluted

   $ (0.55     $ (1.85   $ (1.91
  

 

 

     

 

 

   

 

 

 

Balance Sheet Data

 

                  Pro Forma Combined  

(in thousands, except for share

and per share information)

   Crown
(Historical
As of
June 30,
2023)
     Catcha
(Historical
as converted
to IFRS As
of June 30,
2023)
    Scenario 1 –
Assuming no
redemptions
     Scenario 2 –
Assuming
maximum
redemptions
 

Total current assets

   $ 56      $ 154     $ 11,606      $ 110  

Total non-current assets

     42,288        23,768       42,288        42,288  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total assets

   $ 42,344      $ 23,922     $ 53,894      $ 42,398  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total current liabilities

   $ 9,322      $ 27,105     $ 9,614      $ 22,211  

Total non-current liabilities

     8,910        10,516       8,926        8,926  

Total equity (deficit)

     24,112        (13,699     35,354        11,261  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total equity (deficit) and liabilities

   $ 42,344      $ 23,922     $ 53,894      $ 42,398  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

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COMPARATIVE PER SHARE DATA

The following table sets forth the historical comparative share information for Crown and Catcha on a stand-alone basis and pro forma combined per share information after giving effect to the Business Combination, (1) assuming none of Catcha’s shareholders exercise redemption rights with respect to their public shares upon the consummation of the Business Combination and no additional equity securities of Catcha, Crown, or PubCo are issued at or prior to the Closing other than the shares that may be issued to Polar in connection with the Business Combination Payment and shares to be issued to CCM at the Closing; and (2) assuming that Catcha’s shareholders exercise their redemption rights with respect to a maximum of 2,214,859 public shares upon consummation of the Business Combination and no additional equity securities of Catcha, Crown, or PubCo are issued at or prior to the Closing, other than the shares that may be issued to Polar in connection with the Business Combination Payment and shares to be to CCM issued at the Closing, in each case after taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting.

The historical financial statements of Crown have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) or IAS 34 Interim Financial Reporting (“IAS 34”), as appropriate, in its presentation currency of the U.S. dollar (“USD” or “$”). The historical financial statements of Catcha have been prepared in accordance with GAAP in USD. The condensed combined pro forma financial information reflects IFRS as issued by the IASB and in USD, the basis of accounting used by PubCo and except for the reclassification of the Catcha Class A Ordinary Shares subject to redemption to non-current financial liabilities, no other material accounting policy difference is identified in converting Catcha’s historical financial statements to IFRS. Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align Catcha’s historical financial information in accordance with the presentation of Crown’s historical financial information.

The adjustments presented in the pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of PubCo after giving effect to the Business Combination. Catcha and Crown did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The historical information should be read in conjunction with the information in the historical financial statements of Catcha and Crown included elsewhere in this proxy statement/ prospectus. The pro forma combined per-share information is derived from, and should be read in conjunction with, the information contained in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.

The pro forma combined per share information below does not purport to represent what the actual results of operations or the earnings per share would have been had the companies been combined during the periods presented, nor to project PubCo’s results of operations or earnings per share for any future date or period. The pro forma combined shareholders’ equity / (deficit) per share information below does not purport to represent what the value of Catcha and Crown would have been had the companies been combined during the periods presented.

 

(In thousands except share and per share data)     Crown
(Historical)
     Catcha
(Historical)
    Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 

June 30, 2023

         

Net income (loss) attributable to controlling interest

   $ 2,057      $ (368   $ (479   $ (479

Shareholders’ equity (deficit) attributable to controlling interest

   $ 21,703      $ (13,699   $ 32,945     $ 8,852  

Shareholders’ equity (deficit) per share (1)

   $ 0.38      $ (1.41   $ 0.46     $ 0.13,  

Weighted average shares - Basic (2)

     51,789,000        16,929,785       70,919,859       68,705,000  

Weighted average shares - Diluted

     52,186,000        16,929,785       70,919,859       68,705,000  

Net income (loss) per share — Basic

   $ 0.04      $ (0.02   $ (0.01   $ (0.01

Net income (loss) per share — Diluted

   $ 0.04      $ (0.02   $ (0.01   $ (0.01

 

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Table of Contents

 

(1)

Shareholders’ equity (deficit) per share is calculated using the formula: Total shareholder’s equity (deficit) attributable to controlling interest divided by shares outstanding.

(2)

Weighted average of outstanding public shares represents weighted average of redeemable and non-redeemable public shares outstanding for Catcha as of June 30, 2023.

 

                  Combined Pro Forma  
(In thousands except share and per share data)     Crown
(Historical)
    Catcha
(Historical)
     Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 

December 31, 2022

         

Net income (loss) attributable to controlling interest

   $ (27,055   $ 11,617      $ (131,257   $ (131,053

Weighted average shares - Basic (1)

     49,204,000       37,500,000        70,919,859       68,705,000  

Weighted average shares - Diluted

       37,500,000        70,919,859       68,705,000  

Net income (loss) per share - Basic

   $ (0.55   $ 0.31      $ (1.85   $ (1.91

Net income (loss) per share - Diluted

   $ (0.55   $ 0.31      $ (1.85   $ (1.91

 

(1)

Weighted average of outstanding public shares represents weighted average of redeemable and non-redeemable public shares outstanding for Catcha as of December 31, 2022.

 

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MARKET PRICE AND DIVIDEND INFORMATION

Catcha Class A Ordinary Shares are currently listed on the NYSE American under the symbol “CHAA”. On November 4, 2022, the NYSE notified the Company that the NYSE determined to commence proceedings to delist Catcha’s public warrants and that trading in the warrants would be suspended immediately due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. Since then, the public warrants have traded on the over-the-counter market.

The closing prices of the Catcha Class A Ordinary Shares and Catcha’s public warrants as of August 1, 2023 and July 24, 2023, the respective last trading days for which there was trading activity and a closing price available before announcement of the execution of the Business Combination Agreement, was $10.53 and $0.0002, respectively. As of                 , 2023, the record date for the extraordinary general meeting (or any postponement or adjournment thereof), the closing price for each ordinary share and public warrant was $                and $                , respectively.

Holders of Catcha Class A Ordinary Shares and Catcha’s public warrants should obtain current market quotations for their securities. The market price of Catcha’s securities could vary at any time before the Business Combination.

Holders

As of the date of this proxy statement/prospectus, there were                holders of record of Catcha Class A Ordinary Shares and                holders of record of Catcha Class B Ordinary Shares and                holders of Catcha’s public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Catcha Class A Ordinary Shares and Catcha’s public warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Catcha has not paid any cash dividends on its Catcha Class A Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of PubCo subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the PubCo Board. The Catcha Board is not currently contemplating and does not anticipate declaring share dividends nor is it currently expected that the PubCo Board will declare any dividends in the foreseeable future. Further, the ability of PubCo to declare dividends may be limited by the terms of financing or other agreements entered into by PubCo or its subsidiaries from time to time.

Price Range of Crown’s Securities

Historical market price information regarding Crown is not provided because there is no public market for Crown’s securities. For information regarding Crown’s liquidity and capital resources, see “Crowns Managements Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

 

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the extraordinary general meeting. The following discussion includes risk factors that apply to the business and operations of Crown and its consolidated subsidiaries and will also apply to the business and operations of PubCo following the Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of PubCo following the Closing. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Crown

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” “our,” or “Crown” refer to Crown LNG Holding AS prior to the consummation of the Business Combination.

Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect Crown’s LNG business and the performance of its customers and could have a material adverse effect on its business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

Crown’s LNG terminal business and the development of LNG terminals generally is based on assumptions about the future availability and demand for natural gas and LNG and the prospects for international natural gas and LNG markets. Demand for natural gas and LNG has been, and is likely to continue to be, volatile and subject to wide fluctuations in response to one or more of the following factors:

 

   

competitive liquefaction capacity globally;

 

   

insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide;

 

   

insufficient LNG tanker capacity;

 

   

weather conditions, including temperature volatility resulting from climate change, and extreme weather events may lead to unexpected distortion in the balance of international LNG supply and demand;

 

   

reduced demand resulting from spikes in prices for natural gas which could result in substitution of other fuels for gas;

 

   

increased natural gas production deliverable by pipelines, which could suppress demand for LNG;

 

   

decreased oil and natural gas exploration activities which may decrease the production of natural gas, including as a result of any potential ban on production of natural gas through hydraulic fracturing;

 

   

changes in supplies of, and prices for, alternative energy sources which may reduce the demand for natural gas;

 

   

changes in regulatory, tax or other governmental policies regarding imported LNG, natural gas or alternative energy sources, which may reduce the demand for imported LNG and/or natural gas;

 

   

political conditions in customer regions;

 

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sudden decreases in demand for LNG as a result of natural disasters or public health crises, including the occurrence of a pandemic, and other catastrophic events;

 

   

adverse relative demand for LNG compared to other energy sources, which may decrease LNG demand; and

 

   

cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.

Adverse trends or developments affecting any of these factors could result in decreases in the long-term demand of LNG and/or natural gas, which could materially and adversely affect the ability of Crown to secure future contracts and hence have a material adverse effect on Crown’s business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

Crown’s ability to complete the development and/or construction of terminals, including the Kakinada Project, the Grangemouth Project, the Vung Tau Project, and the Newfoundland Project, will be contingent upon Crown’s ability to obtain additional funding. If Crown is unable to obtain sufficient funding, it may be unable to fully execute its business strategy.

Crown has pursued and is pursuing re-gas and liquefaction project opportunities and other projects along the LNG value chain. As described further in the section entitled “Crown’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Crown is currently developing the Kakinada Project, the Grangemouth Project, the Vung Tau Project and the Newfoundland Project, which are additional offshore terminals with varied expected total production capacities. The commercial development of an LNG facility takes a number of years and requires a substantial capital investment that is dependent on sufficient funding and commercial interest, among other factors.

Crown will require significant additional funding to be able to complete the construction of the foregoing terminals, and any additional expansion projects, which Crown may not be able to obtain at a cost that results in positive economics, or at all. The inability to achieve acceptable funding may cause a delay in the development or construction of the foregoing terminals or any additional expansion projects, and Crown may not be able to complete its business plan, which could have a material adverse effect on Crown’s business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

Crown’s long-term profitability depends on its ability to secure and retain liquefaction and re-gasification customers and/or as well as to secure terminal development opportunities in areas such as India, Bangladesh, the U.K., the Gulf of Mexico and other locations. If it is unsuccessful, the demand for Crown’s services and operations could decrease, which could materially and adversely affect Crown’s financial condition, cash flow, liquidity, and prospects.

While Crown does not engage in the purchase or sale of natural gas or LNG, Crown’s customers do engage in this business and Crown’s revenues and operating income from liquefaction, storage and re-gas services will be dependent on their success. In order for Crown’s business to be profitable, global demand for imported natural gas via LNG must be maintained and continue to grow.

Furthermore, Crown’s ability to develop new LNG liquefaction and re-gas terminals is uncertain and can be negatively affected by a number of factors, including:

 

   

equipment failures or accidents;

 

   

compliance with unanticipated governmental requirements;

 

   

shortages or delays in the availability or delivery of appropriate equipment; industrial action;

 

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Significant increases in the capital cost of a new liquefaction or re-gasification terminal beyond the amounts that Crown estimates could impact the commercial viability of the project as well as require additional sources of financing to fund its operations until the applicable project is fully constructed (which could cause further delays), thereby negatively impacting Crown’s business and limiting its growth prospects. Cost overruns or construction delays (and factors giving rise to such events in the future) may be outside of Crown’s control and could have a material adverse effect on its current or future business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

Crown depends on third-party contractors, operators and suppliers for the development, construction, installation and commissioning of Crown’s LNG terminals and associated assets.

Crown depends on third-party contractors, equipment manufacturers and suppliers for the development, construction, installation and commissioning of our LNG terminals and associated assets (such as pipelines to and from the terminals, metering stations, etc.). Crown has not yet entered into binding contracts for the construction, installation and commissioning of any LNG terminals and related assets, and we cannot assure you that we will be able to enter into the contracts required on commercially favorable terms, if at all, which could expose us to fluctuations in pricing and potential changes to our planned schedule. If Crown is unable to enter into favorable contracts, we may not be able to construct and operate these assets as expected, or at all. Furthermore, these agreements will be the result of arms-length negotiations and subject to change. There can be no assurance that contractors and suppliers will perform their obligations successfully under their agreements with us. If any contractor is unable or unwilling to perform according to the negotiated terms and timetable of its respective agreement or for any reason or terminates its agreement for any reason, we would be required to engage a substitute contractor, which could be particularly difficult in certain of the markets in which we plan to operate. Although we expect to include in our EPCIC agreements fixed-price, date-certain, turnkey provisions as well as substantial liquidated damages if the contractor or supplier fails to perform in the manner required with respect to its obligations, the events that trigger a cost overrun, delay or impairment in the completion or operation of the terminal, may extend the required date for completion; and any liquidated damages that we receive may be delayed or insufficient to cover the damages that we suffer as a result of any such delay or impairment, including, among others, any covenants or obligations by us to pay liquidated damages or penalties under our agreements with our customers to provide liquefaction, storage or re-gas services, as well as increased expenses or reduced revenue. Such liquidated damages from our EPCIC contractors may also be subject to caps on liability, and we may not have full protection to seek payment from our contractors to compensate us for such payments and other consequences. We may hire contractors to perform work in jurisdictions where they do not have previous experience, or contractors we have not previously hired to perform work in jurisdictions Crown is beginning to develop, which may lead to such contractors being unable to perform according to its respective agreement. Furthermore, we may have disagreements with our contractors about different elements of the construction process, which could lead to the assertion of rights and remedies under their contracts and increase the cost of the applicable facility or result in a contractor’s unwillingness to perform further work. If Crown is unable to construct and commission our terminals and related assets as expected, or, when and if constructed, they do not accomplish our goals, or if we experience delays or cost overruns in construction, our business, operating results, cash flows and liquidity could be materially and adversely affected.

Disruptions to the supply of natural gas to or from our LNG terminals and associated facilities could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Crown will depend upon third-party pipelines and other facilities that either provide gas delivery to our planned LNG liquefaction terminals or pipelines to evacuate gas from our LNG storage and re-gas terminals. If the construction of new or modified pipeline connections, power plants or other facilities is not completed on schedule or any pipeline connection, power plant or other facility were to become unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity or any other reason, our ability to meet our liquefaction, storage or re-gas obligations could be restricted. While Crown seeks to enter into

 

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“take-or-pay” and “use-or-pay” style contracts with our customers which are intended to insulate Crown from such disruptions outside of our control, certain events could result in a reduction in our revenues which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Crown’s contracts with customers are subject to termination under certain circumstances.

While Crown seeks to enter into “take-or-pay” and “use-or-pay” style contracts with our customers, Crown’s Terminal Use Agreements (“TUAs”) contain clauses which allow for delayed payment or even termination is certain cases, including, without limitation:

 

   

events of force majeure;

 

   

at the end of a specified time period following certain events of force majeure or the outbreak of war;

 

   

extended unexcused service interruptions or deficiencies;

 

   

loss of or requisition of the GBS;

 

   

the occurrence of an insolvency event; and

 

   

the occurrence of certain uncured, material breaches.

In the event that one or more of these events arise, we may not be able to replace these customers with contracts on desirable terms, or at all, if they are terminated prior to the end of their terms. Contracts that we enter into in the future may contain similar provisions. In addition, our customers may choose not to extend existing contracts. As a result, we may have underutilized f terminals. If any of our current or future contracts are terminated prior to the end of their terms, such termination could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity and prospects.

The operation of GBSs and other LNG infrastructure assets is inherently risky, and an incident involving health, safety, property or environmental consequences involving any of our LNG terminals could harm our reputation, business and financial condition.

An accident or incident involving any of our facilities could result in any of the following:

 

   

damage or loss to our LNG terminals, the LNG and natural gas onboard and our other facilities due to marine disasters; piracy; environmental incidents; bad weather; mechanical failures; earthing, fire, explosions and collisions; human error; and war and terrorism.

 

   

death or injury to persons, loss of property or damage to the environment, natural resources or protected species, and associated costs;

 

   

delays in taking delivery of an LNG cargo or discharging natural gas as applicable;

 

   

suspension or termination of customer contracts, and resulting loss of revenues;

 

   

governmental fines, penalties or restrictions on conducting business;

 

   

higher insurance rates; and

 

   

damage to our reputation and customer relationships generally.

Any of these results could have a material adverse effect on our business, financial condition and results of operations.

If our facilities suffer damage, they may need to be repaired. The costs of terminals and other infrastructure repairs are unpredictable and can be substantial. We may have to pay repair costs that our insurance policies do

 

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not cover, for example, due to insufficient coverage amounts or the refusal by our insurance provider to pay a claim. The loss of earnings while these terminals or other facilities are being repaired, as well as the actual cost of these repairs not otherwise covered by insurance, would materially adversely affect our business, financial condition and results of operations.

Crown may experience operational problems with our LNG terminals and associated assets that could reduce revenue, increase costs or lead to termination of our customer contracts.

The structure supporting GBS terminals are complex and their operations are technically challenging. The operation of our GBS terminals may be subject to mechanical risks. Operational problems may lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures. Moreover, pursuant to each customer contract, our GBS terminals, as applicable, must maintain certain specified performance standards, which may include a guaranteed delivery of natural gas, consumption of no more than a specified amount of fuel or a requirement not to exceed a maximum average daily cargo boil-off. If Crown fails to maintain these standards, Crown may be liable to our customers for damages and certain liquidated damages payable under our TUAs with customers, and in certain circumstances, our customers may terminate their respective contracts with us. Any of these results could harm our business, financial condition and results of operations.

Crown may experience cancellations, time delays, unforeseen expenses and other complications while developing our LNG terminals. These complications can delay the commencement of revenue-generating activities, reduce the amount of revenue Crown earn and increase our development costs.

Development projects, including our LNG terminals and associated assets, are often developed in multiple stages involving commercial and governmental negotiations, site planning, due diligence, permit requests, environmental impact studies, permit applications and review, marine logistics planning and transportation and end-user delivery logistics. These types of projects are subject to a number of risks that may lead to delay, increased costs and decreased economic attractiveness. These risks are often increased in foreign jurisdictions, where legal processes, language differences, cultural expectations, currency exchange requirements, political relations, changes in administrations, new regulations, regulatory reviews, employment laws and diligence requirements can make it more difficult, time-consuming and expensive to develop a project.

A primary focus of our business is the development of projects in foreign jurisdictions, including in jurisdictions where Crown may not have significant experience, and Crown expects to continue expanding into new jurisdictions in the future. Our inexperience in certain jurisdictions creates a meaningful risk that Crown may experience delays, unforeseen expenses or other obstacles that will cause the projects Crown is developing to take longer and be more expensive than our initial estimates.

Crown has not yet completed contracting, construction and commissioning of our planned initial two LNG re-gasification terminals. There can be no assurance that our LNG re-gasification (or future liquefication) terminals will operate as expected, or at all.

Crown has not yet entered into binding construction contracts, issued a “final notice to proceed” or obtained all necessary environmental, regulatory, construction and zoning permissions for our planned first LNG re-gasification terminals. There can be no assurance that Crown will be able to enter into the contracts required for the development of these re-gasification terminals on commercially favorable terms, if at all, or that Crown will be able to obtain all of the environmental, regulatory, construction and zoning permissions Crown need. In particular, Crown will require approval from local authorities for our initial LNG re-gasification (and future liquefaction) terminals in order to deliver (or liquefy) natural gas for our customers. If Crown is unable to enter into favorable contracts or to obtain the necessary regulatory and land use approvals on favorable terms, Crown may not be able to construct and operate these LNG terminals as expected, or at all. Additionally, the construction of LNG terminals is inherently subject to the risks of cost overruns and delays. There can be no

 

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assurance that Crown will not need to make adjustments to our liquification and re-gasification terminals as a result of the required testing or commissioning of each project, which could cause delays and be costly. If Crown is unable to construct, commission and operate all of our LNG terminals and other facilities as expected, or, when and if constructed, they do not accomplish our goals, or if Crown experiences delays or cost overruns in construction, our business, operating results, cash flows and liquidity could be materially and adversely affected. Crown may also decide to delay, postpone or discontinue a project in order to prioritize a different project from the one which Crown originally planned. Expenses related to our pursuit of contracts and regulatory approvals related to our liquefication and re-gasification terminals and other facilities still under development may be significant and will be incurred by us regardless of whether these assets are ultimately constructed and operational.

Failure of exported LNG to be a long-term competitive source of energy for international markets could adversely affect Crown’s customers and could materially and adversely affect Crown’s business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

Crown’s operations will be dependent upon LNG being a competitive source of energy in the markets in which we operate. Political instability in foreign countries that import or export natural gas, or strained relations between such countries and LNG exporting countries such as the United States, may also impede the willingness or ability of LNG purchasers or suppliers and merchants in such countries to import LNG from certain countries such as the United States.

It is expected that global demand for natural gas and LNG will continue to increase as nations seek more abundant, reliable, and environmentally cleaner fuel alternatives to fossil fuel energy sources such as oil and coal. However, there is currently renewed interest in fission power (nuclear) around the world focused on small modular reactors (“SMRs”) and molten salt reactors (“MSRs”) some of which are fast-build, passive-safe (cannot melt down) and extremely low cost. If such new fission technologies were to gain wide acceptance and be deployed on a large scale, this trend could represent a significant challenge to the LNG industry, and Crown in particular, as customers switch to cheaper, cleaner fission power.

As a result of the factors described above and other factors, LNG may not remain a long-term competitive source of energy internationally. Such a development would serve as a significant impediment to Crown’s ability to find customers which need our liquefaction, storage and re-gas services. This would, in turn, have a material adverse effect on Crown’s customers and on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Crown is subject to competition in all of our markets from competitors, some of which have significantly greater resources, technology, relationships or expertise.

While Crown intends to focus on GBS solutions for LNG markets with harsh weather, security, land acquisition or cost issues making floating or land-based solutions uncompetitive, the market for Crown’s LNG terminals is highly competitive and is subject to rapid technological changes and evolving customer demands and needs. Crown competes on the basis of various factors, including the quality of our GBS technology versus the technologies utilized by our competitors, our ability to secure year-round operating licenses and our ability to develop our terminals faster than the land-based competition. However, our competitors may be able to present attractive alternatives to our GBS technology in certain markets. There can be no assurance that customers will not select a land-based or floating solution even if it is not the optimal approach.

Many of Crown’s principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise and market experience, and these competitors sometimes have more established positions in certain geographies than Crown does. Crown’s competitors may be able to adopt new or emerging technologies or address customer requirements more quickly than Crown can. New and emerging technologies can also have the impact of allowing new companies to enter the market more quickly than they would have been able to in the past. Crown may also face increased competition from companies that could pose

 

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a threat to its business by providing more in-depth offerings, adapting their businesses to meet the demands of their customers, or combining with one of its competitors to enhance their businesses. A number of Crown’s principal competitors may continue to make acquisitions as a means to improve their competitiveness in the LNG industry.

Crown will require additional capital as it grows its business, and such capital may not be available on acceptable terms, or at all, which would result in Crown being unable to grow, or maintain its business.

While Crown intends to fund the majority of our capital requirements at the project level via strategic-financial equity and non-recourse project finance debt, to the extent that these sources become unavailable at acceptable terms we may need to access the capital markets or otherwise obtain additional funds to complete our LNG terminals. This could result in further dilution of Crown shareholders. There can be no assurance that the capital markets will be open and available for Crown to fund our LNG terminals via additional share issuances. Moreover, the bank and debt capital markets may not be open to Crown as a funding source since we are a pre-revenue company. In summary, we do not know when or if the capital markets will permit Crown to raise additional funds to fund our project level capital needs in a timely manner, on acceptable terms, or at all. Inability to access the capital markets, or the availability of capital only on less-than-favorable terms, may force Crown to delay, reduce, or cancel subsequent phases of its existing and forthcoming LNG terminal projects.

Crown’s ability to obtain bank financing or to access the capital markets for future debt or equity offerings may also be limited by its financial condition, results of operations or other factors, such as its credit rating or outlook at the time of any such financing or offering and the covenants in its existing debt agreements, as well as by general economic conditions and contingencies and uncertainties that are beyond its control. As Crown seeks additional financing, it will be subject to the risks of rising interest rates and other factors affecting the financial markets. Therefore, there can be no assurances that it will be able to obtain additional capital and/or that it will be able to obtain bank financing or access the capital markets on commercially reasonable terms or at all.

Crown may experience increased labor costs, and the unavailability of skilled workers or Crown’s failure to attract and retain qualified personnel could adversely affect Crown’s business. In addition, changes in senior management or other key personnel could affect its business results.

Crown is dependent upon the available labor pool of skilled employees. Crown competes with other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate its facilities and pipelines and to provide its customers with the highest quality service. A shortage in the labor pool of skilled workers, remoteness of its site locations or other general inflationary pressures, changes in applicable laws and regulations or labor disputes could make it more difficult for Crown to attract and retain qualified personnel and could require an increase in the wage and benefits packages that Crown offers, thereby increasing its operating costs. Any increase in its operating costs could materially and adversely affect its business, contracts, financial condition, operating results, cash flow, liquidity, and prospects. Furthermore, Crown depends on its executive officers for various activities. The loss of the services of any of these individuals could have a material adverse effect on Crown’s business.

Crown’s business is dependent on its partners and Engineering, Procurement, Construction, Installation & Commissioning (“EPCIC”) contractors (which will be led by Aker Solutions with Wärtsilä Gas Solutions and Siemens Energy as sub-contractors) for the successful completion of its LNG terminals and any potential expansion projects.

Timely and cost-effective completion of its LNG terminal projects and any potential expansion projects, in compliance with agreed specifications, is central to Crown’s business strategy and is highly dependent on the performance of its EPCIC partners and other contractors, such as Aker Solutions with Wärtsilä Gas Solutions and Siemens Energy. The ability of Crown’s EPCIC partners and other contractors to perform successfully under their agreements is dependent on a number of factors, including their ability to:

 

   

design and engineer each terminal to operate in accordance with specifications;

 

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engage and retain third party subcontractors and procure equipment and supplies;

 

   

respond to difficulties such as equipment failure, delivery delays, schedule changes and failure to perform by subcontractors, some of which are beyond their control;

 

   

attract, develop, and retain skilled personnel, including engineers;

 

   

post required construction bonds and comply with the terms thereof;

 

   

manage the construction process generally, including coordinating with other contractors and regulatory agencies; and

 

   

maintain their own financial condition, including adequate working capital.

Until and unless Crown has entered into an EPCIC contract for a particular project in which the EPCIC contractor agrees to meet our planned schedule and projected total costs for a project, Crown is subject to potential fluctuations in construction costs and other related project costs. Although Crown expects to utilize fixed-price, date-certain, turnkey EPCIC contracts with liquidated damages if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of the applicable facility, and any liquidated damages that Crown receives may be delayed or insufficient to cover the damages that Crown may suffer as a result of any such delay or impairment.

Crown expects that the obligations of our future EPCIC contractors and our other contractors to pay liquidated damages under their agreements with us will be subject to caps on liability. Furthermore, Crown may have disagreements with our contractors about different elements of the construction process, which could lead to the assertion of rights and remedies under their contracts and increase the cost of the applicable facility or result in a contractor’s unwillingness to perform further work. Crown may hire contractors to perform work in jurisdictions where they do not have previous experience, or contractors Crown have not previously hired to perform work in jurisdictions where Crown are beginning to develop projects, which may lead to such contractors being unable to perform according to their respective agreements. If any contractor is unable or unwilling to perform according to the negotiated terms and timetable of its respective agreement for any reason or terminates its agreement for any reason, Crown would be required to engage a substitute contractor, which could be particularly difficult in certain of the markets in which Crown plan to operate. This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

In addition, if our future contractors are unable or unwilling to perform according to their respective agreements with us, our LNG terminals may be delayed and Crown may face contractual consequences in our agreements with our customers. Crown may be required to pay liquidated damages, face increased expenses or reduced revenue, and may face issues complying with certain covenants in such customer contracts or in our financings. Our contracts may not provide for our contractors to compensate us fully for such payments and other consequences.

Crown’s ability to secure project level debt and equity financing for its initial LNG terminals in India and the U.K. depends on its ability to sign sufficient TUAs with high-credit quality customers. To date, Crown has not signed any TUAs. If it is unsuccessful in signing sufficient TUAs, then Crown will be unable to raise the requisite project level funding for the construction of our LNG terminals. This situation could materially and adversely affect Crown’s financial condition, cash flow, liquidity, and prospects.

Crown expects that, in order to achieve FID and secure project level funding, we will need to secure TUAs for at least 4 million tons per annum (“MTPA”) and 3 MTPA for the Kakinada and Grangemouth Projects, respectively. Crown is currently in TUA discussions with credit-worthy customers in India and the U.K. However, there can be no assurance that Crown will successfully execute these TUAs in the required amounts or in a reasonable period of time to enable a financial closing and construction to commence on these two initial projects.

 

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Crown’s management concluded that there is substantial doubt about its ability to continue as a going concern.

Crown had net income / (losses) of $2.3 million, $(15.5) million, $(27.9) million and $(4.7) million for the six months ended June 30, 2023 and 2022, and the years ended December 31, 2022 and 2021, respectively. Crown used net cash in operating activities of $991,000 and $588,000 for the six months ended June 30, 2023 and 2022, respectively, and $611,000 and $2.8 millions for the years ended December 31, 2022 and 2021, respectively. As of June 30, 2023, Crown had $34,000 in cash and cash equivalents and negative working capital of $9.3 million.

Crown’s management is forecasting that Crown could continue to incur significant operating cash outflows to fund the Kakinada and Grangemouth Projects, as well as to support its growth, including but not limited to terminal operation expenses, operating insurance costs, land and port charges, general and administrative and other costs.

Crown will require additional financing to support the operations of its business. The forecast and financial conditions raise substantial doubt about Crown’s ability to continue to operate as a going concern. Crown’s ability to operate as a going concern is principally dependent on the (1) successful completion of the Business Combination, (2) the ability of Crown to secure PIPE financing or enter into private placement agreements, subscription agreements, investment agreements, forward purchase agreements or any other forms of agreements with investors to secure additional financing, (3) successful bridge financing during the period up until the successful completion of the Business Combination and the PIPE financing or additional permitted financing, and (4) the ability of Crown to reach the designated FID dates for the projects. As a result of the above, there is material uncertainty related to the events or conditions that may cast substantial doubt of Crown’s ability to continue as a going concern, and therefore, that Crown may be unable to realize its assets and discharge its liabilities in the normal course of business.

There can be no assurance that the Business Combination will be successful. In the event that Crown does not complete the Business Combination, Crown will seek additional funding through other means, such as the issuance of debt or equity. There is no assurance that this additional financing will be available at terms acceptable to Crown. Failure to generate sufficient cash flows from operations and raise additional capital could have a material adverse effect on Crown’s ability to achieve its intended business objectives.

Crown has identified material weaknesses in its internal control over financial reporting with the preparation of the financial statements for the years ended December 31, 2021 and 2022, and if its remediation of such material weaknesses is not effective, or if it fails to develop and maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be adversely affected.

Crown will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting as of the end of the fiscal year that coincides with the filing of its second annual report on Form 20-F. This assessment will need to include disclosure of any material weaknesses identified by Crown’s management in its internal control over financial reporting. In addition, Crown’s independent registered public accounting firm will be required to attest to the effectiveness of its internal control over financial reporting in its first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.”

In connection with the preparation of Crown’s financial statements for the years ended December 31, 2021 and 2022, Crown identified certain control deficiencies in the design and operation of its internal control over financial reporting that constituted material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected and corrected on a timely basis. The material weaknesses specifically resulted from the (i) lack of sufficient and qualified personnel with appropriate IFRS, SEC financial reporting and internal controls expertise, (ii) lack of formalized IFRS accounting policies and procedures related to Crown’s business processes and internal controls, including entity level controls, IT general controls and transaction level controls, and (iii) insufficient segregation of duties and management oversight due to a limited number of members of management.

 

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Crown believes that these material weaknesses continue to exist as of the date hereof. Upon the Closing of the Business Combination, Crown will begin the process of designing and implementing measures to improve its internal control over financial reporting to remediate the material weaknesses. This could potentially include any or all of the following: (i) hiring additional qualified personnel with appropriate knowledge of IFRS, SEC financial reporting requirements, and internal controls, (ii) engaging and utilizing third party consultants to supplement internal resources and segregate key functions and oversight within our business processes, (iii) formalizing IFRS accounting policies and procedures which will be maintained, reviewed and updated, and/or (iv) establishing effective monitoring and oversight of controls. At the time of this proxy statement/prospectus, these material weaknesses have not been remediated.

While Crown is designing and implementing measures to remediate the material weaknesses, it cannot predict the success of such measures or the outcome of our assessment of these measures at this time. Crown can give no assurance that these measures will remediate the deficiencies in internal control or that additional material weaknesses in its internal control over financial reporting will not be identified in the future. If Crown fails to implement and maintain effective internal control over financial reporting, this could result in errors in its financial statements that may lead to a restatement of its financial statements or cause it to fail to meet its reporting obligations. If other material weaknesses are identified and Crown is unable to assert that its internal control over financial reporting is effective, or when required in the future, if its independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of its financial reports, the market price of its shares of common stock could be adversely affected and it could become subject to litigation or investigations by the NYSE, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Crown is subject to stringent environmental, health and safety laws in numerous jurisdictions around the world and may incur material costs to comply with these laws and regulations.

Crown incurs, and expects to continue to incur, substantial capital and operating expenditures to comply with increasingly complex laws and regulations covering the protection of the natural environment and the protection of worker health and safety, including:

 

   

costs to prevent, control, eliminate or reduce certain types of air and water emissions;

 

   

remedial measures related to environmental contamination or accidents at various sites, including those by third parties; and

 

   

compensation of persons claiming damages caused by Crown’s activities or accidents.

If Crown’s established financial reserves prove not to be adequate, environmental costs could have a material effect on Crown’s results of operations and financial position. Furthermore, in the countries where Crown operates or expects to operate in the near future, new laws and regulations, the imposition of tougher license requirements, increasingly strict enforcement or new interpretations of existing laws and regulations or the discovery of previously unknown contamination may also cause Crown to incur material costs. As a further result of any new laws and regulations or other factors, Crown may also have to curtail or cease certain operations, which could diminish Crown’s productivity and materially and adversely impact Crown’s results of operations, including profits.

Crown’s ability to execute the Grangemouth Terminal is contingent on obtaining the necessary permits, approvals, licenses and agreements.

The permits, approvals, licenses and agreements required to execute the Grangemouth Terminal begin on page 238. Permit applications have yet to be submitted. The outcome of those applications, including terms/ conditions which might be imposed, will depend on the design and location of the FSRU, which have not been

 

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finalized, and the outcome of environmental surveys. Environmental impact assessment and Habitats Regulation assessments may be required, which would involve comprehensive environmental surveys, increasing

the duration of the consenting process. Real estate/ property and other agreements also require to be entered into with various public bodies, commercial organizations and/ or private landowners.

Any expansion of Crown’s business activities through mergers, acquisition, joint ventures, or strategic alliances may be affected by antitrust laws in one or more jurisdictions, access to capital resources, and the costs and difficulties of integrating future acquired businesses and technologies, which could impede its future growth and adversely affect its competitiveness.

Crown may seek to achieve its growth objectives by (i) optimizing its offerings to meet the needs of its customers through organic development, (ii) through acquisitions, joint ventures, investments and dispositions, and (iii) through implementing its transformational strategy in connection with the Business Combination. If Crown is unable to successfully execute on its strategies to achieve its growth objectives or drive operational efficiencies, or if Crown experiences higher than expected operating costs that cannot be adjusted accordingly, its growth rates and profitability could be adversely affected. Acquisitions have not historically been a significant part of its growth strategy; however, going forward, Crown expects to evaluate and, where appropriate, opportunistically undertake acquisitions. To the extent Crown seeks to grow its business through acquisitions, it may not be able to successfully identify attractive acquisition opportunities or make acquisitions on terms that are satisfactory to its business from a commercial perspective. In addition, competition for acquisitions in the markets in which it operates during recent years has increased, which may increase costs of acquisitions or cause it to refrain from making certain acquisitions. Crown may also be subject to increasing regulatory scrutiny from competition and antitrust authorities in connection with acquisitions. Achieving the expected returns and synergies from existing and future acquisitions will depend in part upon its ability to develop and construct the terminals in its liquefaction projects in an efficient and effective manner. There can be no assurances that Crown will be able to do so, or that its acquired businesses will perform at anticipated levels or that it will be able to obtain these synergies. Management resources may also be diverted from operating its existing business to certain acquisition integration challenges. If Crown is unable to successfully integrate acquired businesses, its anticipated revenues and profits may be lower. Its profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of its existing business.

Crown may also finance future transactions through debt financing, the issuance of its equity securities, the use of existing cash, cash equivalents or investments, or a combination of the foregoing. Acquisitions financed with debt could require Crown to dedicate a substantial portion of its cash flows to principal and interest payments and could subject it to restrictive covenants. Future acquisitions financed with its cash could deplete the cash and working capital available to fund its operations adequately. Difficulty borrowing funds, selling securities, or generating sufficient cash from operations to finance its activities may have a material adverse effect on its results of operations.

Crown may also decide from time to time to dispose of assets that are no longer aligned with its strategic objectives and/or it deems to be non-core. Once a decision to divest has been made, there can be no assurance that a transaction will occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of exploring strategic alternatives or selling a business could negatively impact customer decision-making and cause uncertainty and negatively impact its ability to attract, retain and motivate key employees. In addition, Crown expends costs and management resources to complete divestitures. Any failures or delays in completing divestitures could have an adverse effect on its financial results and on its ability to execute its strategy.

 

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System failures, defects, errors or vulnerabilities in its website, applications, backend systems or other technology systems or those of third-party technology providers could harm Crown’s reputation and adversely affect its business.

If Crown’s critical infrastructure in any of our LNG terminals were to fail, or if Crown were to suffer a technological interruption at any of our LNG terminals, Crown could lose important engineering and technical data, which could harm Crown’s business. Crown’s facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures and similar events. In the event that Crown’s or any third-party provider’s systems or service abilities are hindered by any of the events discussed above, Crown would be required to identify and devise, invest in, and implement certain technology, business, and other initiatives, which could temporarily or permanently impair Crown’s ability to operate. A decision to close its facilities without adequate notice, or other unanticipated problems, could adversely impact Crown’s business and financial condition. Any of the aforementioned risks may be augmented if Crown’s or any third-party provider’s business continuity and/or disaster recovery plans prove to be inadequate. Crown’s facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. Any security breach, including personal data breaches, or incident, including cybersecurity incidents, that Crown experiences could result in unauthorized access to, misuse of or unauthorized acquisition of Crown’s or Crown’s customers’ data, the loss, corruption or alteration of this data, interruptions in Crown’s operations or damage to Crown’s computer hardware, systems, or those of Crown’s customers. Moreover, negative publicity arising from these types of disruptions could damage Crown’s reputation. Crown may not carry sufficient business interruption insurance to compensate for losses that may occur as a result of any events that cause interruptions in Crown’s business. If Crown is unable to maintain the availability of its critical technology systems and data and safeguard the confidentiality and integrity of its data, this could harm its reputation and compromise its ability to conduct its business.

Crown is subject to economic, political, and other risks of doing business globally and in emerging markets.

Crown is a multi-national business and Crown’s business strategies may involve expanding or developing its business in emerging market regions. Due to the international nature of Crown’s business, Crown is exposed to various risks of international operations, including:

 

   

adverse trade policies or trade barriers on natural gas; and government regulations;

 

   

inflation and hyperinflation and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition of wage and price controls and higher interest rates;

 

   

changes in laws and regulations or its interpretation or enforcement in the countries where Crown operate, such as tax laws;

 

   

difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions;

 

   

exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries;

 

   

inadequate infrastructure and logistics challenges;

 

   

sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets; while Crown may adopt insurance coverage to cover certain risks, this may not be sufficient to cover all of the aforementioned business risks;

 

   

the requirement to comply with a wide variety of laws and regulations that apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery laws;

 

   

challenges in maintaining an effective internal control environment with operations in multiple international locations, including language differences, varying levels of accounting expertise in international locations and multiple financial information systems;

 

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changes in a country’s or region’s economic or political condition; and

 

   

labor disruptions, civil unrest, significant political instability, coup attempts, wars or other armed conflict or acts of terrorism.

Emerging markets are subject to different risks as compared to more developed markets. Operating a business in an emerging market can involve a greater degree of risk than operating a business in more developed markets, including, in some cases, increased political, economic and legal risks. Emerging market governments and judiciaries often exercise broad, unchecked discretion and are susceptible to abuse and corruption. Moreover, financial turmoil in any emerging market country tends to adversely affect the value of investments in all emerging market countries as investors move their money to more stable, developed markets. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in companies in emerging economies could dampen foreign investment and adversely affect the local economy. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets.

Crown’s insurance may be insufficient to cover losses that may occur to our terminals or result from our operations.

Crown’s current operations and future projects are subject to the inherent risks associated with LNG, natural gas and other risks, including explosions, pollution, release of toxic substances, fires, seismic events, hurricanes and other adverse weather conditions, acts of aggression or terrorism and other hazards, each of which could result in significant delays in commencement or interruptions of operations or result in damage to or destruction of our facilities and assets or damage to persons and property. Some of the regions in which Crown operate are affected by hurricanes or tropical storms. Crown does not, nor does Crown intend to, maintain insurance against all of these risks and losses, and the business interruption insurance that Crown does carry may not be adequate to pay for the full extent of loss from a covered incident. In particular, Crown does not carry business interruption insurance for hurricanes and other natural disasters. Therefore, the occurrence of one or more significant events not fully insured or indemnified against could create significant liabilities and losses or delays which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Crown may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. For example, environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A significant release of natural gas, marine disasters or natural disasters could result in losses that exceed our insurance coverage, which could harm our business, financial condition and operating results. Any uninsured or underinsured loss could harm our business and financial condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions.

Crown intends to operate in jurisdictions that have experienced and may in the future experience significant political volatility. Our projects and developments could be negatively impacted by political disruption including risks of delays to our development timelines and delays related to regime change in the jurisdictions in which Crown intends to operate. Crown maintain industry-standard war risk insurance, but Crown does not carry political risk insurance currently. If Crown choose to carry political risk insurance in the future, it may not be adequate to protect us from loss, which may include losses as a result of project delays or losses as a result of business interruption related to a political disruption. Any attempt to recover from loss from political disruption may be time-consuming and expensive, and the outcome may be uncertain.

Changes in the insurance markets attributable to terrorist attacks or political change may also make certain types of insurance more difficult for us to obtain. In addition, the insurance that may be available may be significantly more expensive than our existing coverage.

 

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The ability to develop Crown’s projects may be limited due to conflict, terrorism, war or other political disagreements between gas-producing nations and potential customers, and such disagreements may adversely impact Crown’s business plan.

Conflict, war or other political disagreements between gas producing nations and potential customers could affect Crown’s operations in unpredictable ways, including disruptions of fuel supplies and markets and the possibility that infrastructure facilities, including pipelines, production facilities, refineries, electric generation, transmission and distribution facilities, offshore rigs and vessels and communications infrastructures, could be direct targets of, or indirect casualties of, a cyberattack or an act of piracy or terror. The continued threat of terrorism and the impact of military and other government action has led and may lead to further increased volatility in prices for natural gas and could affect the natural gas market or the financial markets that Crown uses.

In late February 2022, Russian military forces commenced a military operation and invasion against Ukraine. The United States, other countries and certain international organizations have imposed broad economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response and additional sanctions may be imposed in the future. In addition, the recent Hamas’ attack of Israel and the ensuing war has created and is expected to create further global economic consequences. The lengths, impacts and outcomes of both the ongoing war between Russia and Ukraine and the armed conflict between Israel and Hamas are highly unpredictable, and such unpredictability has created uncertainty for financial and commodity markets. While Crown’s projects are still under development, these conflicts elevate the likelihood of supply chain disruptions, heightened volatility in energy prices and negative effects on Crown’s ability to raise additional capital when required and could have a material adverse impact on Crown’s business, financial condition or future results.

Conflicts of this sort, or the threat of conflicts of this sort, may also have an adverse effect on the broader economy. Instability in the financial markets as a result of war, sabotage, piracy, cyberattacks or terrorism could also affect Crown’s ability to raise capital and could also adversely affect the natural gas and power industries and could restrict its future growth. Any resulting economic downturn could adversely affect Crown’s results of operations, impair its ability to raise capital or otherwise adversely impact its ability to realize certain business strategies.

Crown and its customers operate in a politically sensitive environment, and the public perception of fossil fuel derived energy can affect Crown and its customers. Crown’s future growth and success are dependent upon consumers’ willingness to develop natural-gas-fueled power generation facilities.

Crown’s future prospects are dependent upon a certain level of public support for natural gas. While the public perception of natural gas is generally more positive than that of oil, coal or gasoline, there is still substantial opposition to natural gas due to its association with hydraulic fracturing (“fracking”), its non-renewability and its reliance on high energy and water inputs. There is a significant coalition of people advocating against the use of natural gas for power generation and instead advocating for nuclear energy or renewable energy sources such as solar and wind energy. Any adverse public reaction to Crown’s business, including any high-profile incident involving fracking, could directly affect its customers and could indirectly affect Crown’s business. Adverse public reaction could lead to increased regulation or outright prohibition, limitations on the activities of Crown’s customers, more onerous operating requirements or other conditions that could have a material adverse impact on its customers’ and on Crown’s business.

Outbreaks of infectious diseases, such as the outbreak of COVID-19, at one or more of Crown’s facilities could adversely affect its operations.

The COVID-19 pandemic, including the Delta and Omicron variants, has not had a material adverse impact on Crown’s on-going operations. While Crown believes it can continue to mitigate any significant adverse impact to its employees and operations at its critical facilities related to the virus in its current form, the risk of future variants is unknown, and the outbreak of a more potent variant or another infectious disease in the future at one or more of its facilities could adversely affect its business operations.

 

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Risks Related to Crown’s Legal and Regulatory Compliance

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” “our,” or “Crown” refer to Crown LNG Holding AS prior to the consummation of the Business Combination.

Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of Crown’s LNG terminals could impede operations and construction and could have a material adverse effect on Crown’s business.

The design, construction, and operation of Crown’s LNG terminals are highly regulated activities. Certain governmental and regulatory approvals and permits, are required in order to construct and operate an LNG terminal. Authorizations obtained from federal and state regulatory agencies contain ongoing conditions that Crown must comply with. Crown intends to maintain full compliance with such conditions; however, failure to comply or Crown’s inability to obtain and maintain existing or newly imposed approvals and permits, filings, which may arise due to factors outside of its control such as a government disruption or shutdown, political opposition, or local community resistance to the siting of LNG facilities due to safety, environmental or security concerns, could impede the operation and construction of its infrastructure. In addition, certain of these governmental permits, approvals, and authorizations are or may be subject to rehearing requests, appeals and other challenges. Further, the probability of reaching FID is set based on achieving key milestones, the most critical of which are the approval of technology and achieving access to a fully licensed and approved project. There is no assurance that Crown will obtain and maintain these governmental permits, approvals, licenses, and authorizations, or that it will be able to obtain them on a timely basis. Any impediment could have a material adverse effect on its business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

There is no assurance that Crown will obtain and maintain the required governmental permits, approvals and authorizations, or that Crown will be able to obtain them on a timely basis. Any impediment could have a material adverse effect on Crown’s business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Existing and future safety, environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions.

Crown operates in multiple countries around the world, each with its own regulatory framework and compliance requirements. Accordingly, Crown’s business may be subject to extensive national, federal, state, provincial and local laws, rules, and regulations applicable to its construction and operation activities relating to, among other things, air quality, water quality, waste management, natural resources and health and safety. Many of these laws and regulations may restrict or prohibit the types, quantities and concentration of substances that can be released into the environment in connection with the construction and operation of Crown’s facilities and require Crown to maintain permits and provide governmental authorities with access to its facilities for inspection and reports related to its compliance. In addition, certain laws and regulations authorize regulators having jurisdiction over the construction and operation of Crown’s LNG terminals, docks, and pipelines to issue regulatory enforcement actions, which may restrict or limit operations or increase compliance or operating costs. Violation of these laws and regulations could lead to substantial liabilities, compliance orders, fines and penalties, difficulty obtaining and maintaining permits from regulatory agencies or to capital expenditures that could have a material adverse effect on Crown’s business, contracts, financial condition, operating results, cash flow, liquidity, and prospects. Certain laws and regulations impose liability, without regard to fault or the lawfulness of the original conduct, for the release of certain types or quantities of hazardous substances into the environment. As a result, Crown could be liable for the costs of cleaning up hazardous substances released into the environment at or from its facilities and for resulting damage to natural resources.

In addition, Crown’s business is also subject to complex and comprehensive regulations in India. For example, upon the expiry of operating licenses in India, operators and contractors are generally required under

 

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the terms of relevant licenses or local law to dismantle and remove equipment and generally make good production sites. There can be no assurance that we will not in the future incur decommissioning charges, since local or national governments may require decommissioning to be carried out in circumstances where there is no express obligation to do so, particularly in case of future license renewals. The costs, liabilities and requirements associated with complying with existing and future laws and regulations may also be substantial and time-consuming and may delay the commencement or continuation of our LNG terminal activities. This and any changes to the regulations could require changes to the manner in which we conduct our business and result in an increase in compliance costs, which could have a material adverse effect on our business, financial condition and results of operation.

In 2006, the Petroleum and Natural Gas Regulatory Board Act established the Petroleum and Natural Gas Regulatory Board (the “Regulatory Board”). The Regulatory Board strives to protect the interests of consumers and entities engaged in specific activities relating to petroleum, petroleum products and natural gas and to ensure uninterrupted and adequate supply of petroleum, petroleum products and natural gas in all parts of the country and to promote competitive markets. Crown’s facilities are subjected to the Technical Standards and Specifications including Safety Standards for Liquefied Natural Gas Facilities, approved in 2018 by the Regulatory Board. Section 7(2) of the approved text provides any entity intending to set up LNG facilities shall make available its detailed plan conforming to these regulations to Petroleum and Explosives Safety Organization for their approval prior to seeking registration with the Regulatory Board.

Other future legislation and regulations, such as those relating to the transportation and security of LNG imported to or exported from Crown’s terminals or climate policies of destination countries in relation to its obligations under its material agreements or other national climate change-related policies, could cause additional expenditures, restrictions and delays in its business and to its proposed construction activities, the extent of which cannot be predicted and which may require Crown to limit substantially, delay or cease operations in some circumstances.

Total expenditures related to environmental and similar laws and governmental regulations, including capital expenditures, were immaterial to Crown’s consolidated financial statements for the years ended December 31, 2022 and 2021. Revised, reinterpreted or additional laws and regulations that result in increased compliance costs or additional operating or construction costs and restrictions could have a material adverse effect on its business, contracts, financial condition, operating results, cash flow, liquidity, and prospects.

Crown may be subject to new, stricter measures and/or regulatory requirements for the mitigation or reduction of greenhouse gas emissions that could require radical changes to development models if regulations lump natural gas together with other non-renewable energy sources, and such requirements could adversely affect its business, reputation, and operations.

The increasing focus on the harmful impacts of global climate change and repeated scientific warnings about future risks create new challenges for the energy industry and its regulators. The United Nations and several countries have adopted, or are evaluating the adoption of, new measures and/or regulatory requirements for the mitigation or reduction of greenhouse gas emissions in the atmosphere, such as taxes on carbon, raising efficiency standards or adopting cap and trade regimes. Certain mitigation actions could require radical changes to development models, such as the transition from the use of conventional energy sources to the use of renewable energy sources that reduce environmental pollution, contribute to sustainable development and avoid global warming since the greenhouse gas emissions of renewable energy sources are usually very low. While Crown believes that electricity produced using natural gas will be an integral part of the global energy transition, certain regulations may lump natural gas together with other non-renewable energy sources such as oil, coal or gasoline rather than renewable energy sources such as wind or solar energy, and, as such, new regulations may be stricter than anticipated. Crown cannot assure you that new regulations or measures that may be adopted by the U.S. government or foreign governments will not have an adverse effect on its business and its results of operations.

 

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The progress and challenges of the energy transition could have a significant adverse effect on Crown if Crown is unable to keep up with the pace of the global energy transition and allocate its resources effectively.

Pipeline safety and compliance programs and repairs may impose significant costs and liabilities on Crown.

We expect to build and operate a gas pipeline of 19 km between our Kakinada LNG terminal and the onshore landfall point at the Kakinada port. Certain government agencies require pipeline operators to develop management programs to safely operate and maintain pipelines and to comprehensively evaluate certain areas along their pipelines and take additional measures where necessary to protect pipeline segments located in “high or moderate consequence areas” where a leak or rupture could potentially do the most harm. As a pipeline operator, Crown may be required to:

 

   

perform ongoing assessments of pipeline safety and compliance;

 

   

identify and characterize applicable threats to pipeline segments that could impact a high consequence area;

 

   

improve data collection, integration, and analysis;

 

   

repair and remediate the pipeline as necessary; and

 

   

implement preventative and mitigating actions.

Crown may be required to utilize pipeline integrity management programs that are intended to maintain pipeline integrity. Any repair, remediation, preventative, or mitigating actions may require significant capital and operating expenditures. Should Crown fail to comply with applicable statutes, rules, regulations, and orders, it could be subject to significant penalties and fines.

Additions or changes in tax laws and regulations could potentially affect Crown’s financial results or liquidity.

Crown is subject to various types of tax arising from normal business operations in the jurisdictions in which it operates and transacts business. Any changes to local, domestic, or international tax laws and regulations, or their interpretation and application, including those with retroactive effect, could affect Crown’s tax obligations, profitability and cash flows in the future. In addition, tax rates in the various jurisdictions in which it operates may change significantly due to political or economic factors beyond its control. Crown continuously monitors and assesses proposed tax legislation that could negatively impact its business. While Crown seeks to optimize its tax treatment wherever we do business, we cannot predict how tax laws will change including the treatment of withholding tax on dividends from our project companies up to Crown, and then from Crown to our shareholders.

The Inflation Reduction Act (“IRA”), enacted on August 16, 2022, includes the implementation of a new 15% corporate alternative minimum tax (the “CAMT”) effective in 2023. If Crown expands its business operations to the United States, it will be subject to the IRA and the CAMT. The CAMT imposition may lead to volatility in Crown’s cash tax payment obligations, particularly in periods of significant commodity, currency or financial market variability resulting from potential changes in the fair value of its derivative instruments. CAMT is a novel approach for calculating corporate tax liability. Many unanswered questions remain on how the operative rules for CAMT will be implemented and interpreted in connection with Crown’s business, and any additions or changes in applicable tax laws and regulations could potentially affect Crown’s financial results or liquidity.

 

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Crown is exposed to the risk of inadvertently violating anti-corruption, anti-money laundering, anti-terrorist financing and economic sanctions laws and regulations and other similar laws and regulations and any violations of such laws and regulations could adversely affect Crown by subjecting it to criminal or civil penalties, revocation of its ability to operate in one or more jurisdictions, require significant changes to its business model or otherwise damage its brand and reputation.

Doing business on a worldwide basis requires Crown to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over its operations, which may include the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”) and the Norwegian Penal Code of 2005 (the “NPC”), as well as the laws of the countries where it does business. These laws and regulations may restrict its operations, trade practices, investment decisions, and partnering activities. The FCPA, the U.K. Bribery Act and the NPC prohibit Crown and Crown’s officers, directors, employees, and business partners acting on Crown’s behalf, including agents, from corruptly offering, promising, authorizing, or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The U.K. Bribery Act and the NPC also prohibit non-governmental “commercial” bribery and accepting bribes. As part of Crown’s business, it deals with governments and state-owned business enterprises, the employees and representatives of which may be considered “foreign officials” for purposes of the FCPA and the U.K. Bribery Act. Crown also is subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring its personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

In addition, some of the international locations in which Crown operates lack a developed legal system and have elevated levels of corruption. Crown’s international operations expose it to the risk of violating, or being accused of violating, anti-corruption laws and regulations. Crown’s failure to successfully comply with these laws and regulations may expose it to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. Crown maintains policies and procedures designed to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that its policies and procedures will effectively prevent violations by its employees or business partners acting on its behalf, including agents, for which it may be held responsible, and any such violation could adversely affect its reputation, business, financial condition, and results of operations.

Unfavorable changes in laws, regulations, and policies in foreign countries in which Crown seeks to develop projects, Crown, Crown’s partners’, or Crown’s project developers’ failures to secure timely government authorizations under laws and regulations or Crown’s failure to comply with such laws and regulations could have a material adverse effect on Crown’s business, financial condition and results of operations.

Compliance with laws and regulations applicable to Crown’s international operations increases its cost of doing business in foreign jurisdictions. Crown may be unable to keep current with changes in foreign government requirements and laws as they change from time to time. Failure to comply with these laws and regulations could have adverse effects on its business. In many foreign countries, it is common for others to engage in business practices that are prohibited by Crown’s internal policies and procedures or by U.S. regulations applicable to Crown. Although Crown has implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of its employees, contractors, partners and third-party service providers will comply with these laws and policies. Violations of laws or key control policies by Crown’s employees, contractors, partners or third-party service providers could result in delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of its products and services and could have an adverse effect on Crown’s business, financial condition and results of operations.

 

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Risks Related to PubCo’s Business and Operations Following the Business Combination with Crown

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” “our,” or “PubCo” refer to Crown LNG Holdings Limited following the consummation of the Business Combination.

There can be no assurance that PubCo will be able to comply with the continued listing standards of the NYSE or any other exchange following the Closing of the Business Combination.

In connection with the closing of the Business Combination, we intend to list PubCo Ordinary Shares on the NYSE under the symbol “CGBS” and PubCo Warrants on the NYSE under the symbol “    .” PubCo’s continued eligibility for listing may depend on the number of Catcha public shares that are redeemed. If, after the Business Combination, NYSE delists PubCo Ordinary Shares from trading on its exchange for failure to meet the listing standards, PubCo and its shareholders could face significant material adverse consequences including:

 

   

a limited availability of market quotations for PubCo’s securities;

 

   

reduced liquidity for PubCo’s securities;

 

   

a determination that PubCo Ordinary Shares are a “penny stock” which will require brokers trading in PubCo Ordinary Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for PubCo Ordinary Shares;

 

   

a limited amount of analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Catcha’s securities or, following the Closing, PubCo’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Catcha’s securities prior to the Closing may decline. The market values of Catcha’s securities at the time of the Business Combination may vary significantly from their prices on the date the BCA was executed, the date of this proxy statement/prospectus, or the date on which Catcha’s shareholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of PubCo’s securities could contribute to the loss of all or part of your investment. Currently, there is no public market for Crown’s Ordinary Shares. Accordingly, the valuation ascribed to PubCo may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for PubCo’s securities develops and continues, the trading price of PubCo’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond PubCo’s control. Any of the factors listed below could have a material adverse effect on your investment in PubCo’s securities and PubCo’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of PubCo’s securities may not recover and may experience a further decline.

Factors affecting the trading price of PubCo’s securities may include:

 

   

actual or anticipated fluctuations in PubCo’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

 

   

changes in the market’s expectations about PubCo’s operating results;

 

   

success of competitors;

 

   

PubCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

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changes in financial estimates and recommendations by securities analysts concerning PubCo or the industry in which Crown operates;

 

   

operating and share price performance of other companies that investors deem comparable to PubCo;

 

   

changes in laws and regulations affecting PubCo’s business;

 

   

PubCo’s ability to meet compliance requirements;

 

   

commencement of, or involvement in, litigation involving PubCo;

 

   

changes in PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of PubCo Ordinary Shares available for public sale;

 

   

any major change in the PubCo Board or management;

 

   

sales of substantial amounts of PubCo Ordinary Shares by PubCo’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

 

   

general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of PubCo’s securities irrespective of PubCo’s operating performance. The stock market in general, and NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of PubCo’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to PubCo could depress PubCo’s share price regardless of PubCo’s business, prospects, financial conditions or results of operations. A decline in the market price of PubCo’s securities also could adversely affect PubCo’s ability to issue additional securities and PubCo’s ability to obtain additional financing in the future.

There will be a substantial number of PubCo Ordinary Shares available for sale in the future that may adversely affect the market price of PubCo Ordinary Shares.

Sales of a substantial number of PubCo Ordinary Shares following the completion of the Business Combination in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of PubCo Ordinary Shares intend to sell PubCo Ordinary Shares, could reduce the market price of PubCo Ordinary Shares.

It is anticipated that, upon completion of the Business Combination, assuming no redemptions and assuming no exercise of any options or warrants to purchase additional PubCo Ordinary Shares and after taking into account shares redeemed by Catcha’s shareholders in connection with the Extension Meeting, PubCo will have an aggregate of 70,919,859 PubCo Ordinary Shares issued. PubCo will also have 15,333,333 PubCo Warrants, each of which entitles the holder thereof to purchase one PubCo Ordinary Share.

PubCo intends to file one or more registration statements shortly after the Closing of the Business Combination to provide for the resale of such shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of PubCo Ordinary Shares could decline.

Following the consummation of the Business Combination, PubCo’s only significant asset will be its ownership of Crown, and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable PubCo to pay any dividends on its PubCo Ordinary Shares, pay its expenses or satisfy other financial obligations.

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company. The Sarbanes-Oxley Act, including the requirements of Section 404 thereof, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (“PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require PubCo to carry out activities Crown does not currently conduct. For example, PubCo will adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), PubCo could incur additional costs rectifying those issues, and the existence of those issues could adversely affect PubCo’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with PubCo’s status as a company publicly-traded in the United States and listed on the NYSE or as a deemed public company for the purposes of the Jersey Companies Law may make it more difficult to attract and retain qualified persons to serve on PubCo Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require PubCo to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

If PubCo fails to maintain effective internal control over financial reporting, the price of PubCo Ordinary Shares may be adversely affected.

PubCo will be required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect PubCo’s public disclosures regarding its business, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in PubCo’s internal control over financial reporting, or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in PubCo’s internal control over financial reporting, or disclosure of management’s assessment of PubCo’s internal control over financial reporting, may have an adverse impact on the price of PubCo Ordinary Shares.

Because PubCo is incorporated in Jersey, Channel Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are incorporated under Jersey law. The rights of holders of PubCo Ordinary Shares are governed by Jersey law, including the provisions of the Jersey Companies Law and by the Proposed Charter. These rights differ in certain respects from the rights of shareholders in typical U.S. or Cayman corporations. See “Comparison of Corporate Governance and Shareholder Rights” in this proxy statement/prospectus for a description of the principal differences between the provisions of the Jersey Companies Law applicable to us and the Cayman Islands Companies Act relating to shareholders’ rights and protections.

It may be difficult to enforce a U.S. judgment against PubCo or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

A number of our directors and executive officers are not residents of the United States, and the majority of our assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. See “Description of PubCo’s Securities  Enforcement of Civil Liabilities.” Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign

 

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courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.

PubCo will be an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make PubCo Ordinary Shares less attractive to investors, which could have a material and adverse effect on PubCo, including its growth prospects.

Upon consummation of the Business Combination, PubCo will be an “emerging growth company” as defined in the JOBS Act. PubCo will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which PubCo has total annual gross revenue of at least $1.235 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of PubCo’s prior second fiscal quarter, and (ii) the date on which PubCo issued more than $1.0 billion in non-convertible debt during the prior three-year period. PubCo intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

In addition, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. PubCo has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, PubCo, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of PubCo’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Furthermore, even after PubCo no longer qualifies as an “emerging growth company,” as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and will not be required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a result, PubCo shareholders may not have access to certain information they deem important. PubCo cannot predict if investors will find PubCo Ordinary Shares less attractive because it relies on these exemptions. If some investors find PubCo Ordinary Shares less attractive as a result, there may be a less active trading market and the share price for PubCo Ordinary Shares may be more volatile.

 

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As a “foreign private issuer” under the rules and regulations of the SEC, PubCo is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers.

PubCo is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, PubCo is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. PubCo is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, PubCo’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of PubCo’s securities.

PubCo would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of PubCo’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of PubCo’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of PubCo’s assets are located in the United States; or (iii) PubCo’s business is administered principally in the United States. If PubCo loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, PubCo would likely incur substantial costs in fulfilling these additional regulatory requirements and members of PubCo’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Subsequent to Catcha’s completion of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.

Although Catcha has conducted extensive due diligence on Crown, Catcha cannot assure you that this diligence revealed all material issues that may be present in Crown’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Catcha’s business and outside of its control will not later arise. As a result, PubCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Catcha’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Catcha’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on PubCo’s liquidity, the fact that PubCo reports charges of this nature could contribute to negative market perceptions of PubCo or its securities. In addition, charges of this nature may cause PubCo to violate net worth or other covenants to which PubCo may be subject as a result of PubCo obtaining post-combination debt financing. Accordingly, any of Catcha’s public shareholders who choose to remain PubCo shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value, unless they are able to successfully claim that the reduction was due to the breach by Catcha’s officers or directors of a fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation materials, relating to the Business Combination contained an actionable material misstatement or material omission.

 

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PubCo Ordinary Shares may or may not pay cash dividends in the foreseeable future, and you may not receive any return on investment unless you sell PubCo Ordinary Shares for a price greater than that which you paid for it.

PubCo may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the PubCo Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the PubCo Board may deem relevant. In addition, the PubCo ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in Catcha Ordinary Shares unless you sell PubCo Ordinary Shares for a price greater than that which you paid for it. See the section entitled “Market Price and Dividend Information.”

PubCo may amend the terms of the Catcha warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding public warrants.

The Catcha warrants were issued in registered form under the Catcha Warrant Agreement between Continental, as warrant agent, and us. The Catcha Warrant Agreement provides that the terms of the Catcha warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, PubCo may amend the terms of the Catcha warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although PubCo’s ability to amend the terms of the Catcha warrants with the consent of a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Catcha warrants, convert the Catcha warrants into stock or cash, shorten the exercise period or decrease the number of warrant shares issuable upon exercise of a Catcha warrant.

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

PubCo will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of PubCo Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date PubCo gives notice of redemption. If and when the public warrants become redeemable by PubCo, PubCo may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your public warrants. None of the private placement warrants will be redeemable by PubCo so long as they are held by their initial purchasers or their permitted transferees.

Historical trading prices for the public shares have varied between a low of approximately $9.59 per share on August 26, 2021 to a high of approximately $11.15 per share on October 4, 2023 but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that PubCo elects to redeem all of the redeemable warrants as described above, PubCo will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by PubCo not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been

 

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duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by posting of the redemption notice to DTC. PubCo is not contractually obligated to notify investors when its warrants become eligible for redemption and does not intend to so notify investors upon eligibility of the warrants for redemption.

PubCo may issue additional PubCo Ordinary Shares upon or after consummation of the Business Combination, which would dilute the interest of the PubCo shareholders.

PubCo may issue additional PubCo Ordinary Shares or other equity securities of equal or senior rank in the future in connection with, among other things, financings, future acquisitions, repayment of outstanding indebtedness, employee benefit plans and exercises of outstanding options, warrants and other convertible securities, in a number of circumstances.

PubCo’s issuance of additional PubCo Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

 

   

Public shareholders’ proportionate ownership interest in PubCo will decrease;

 

   

the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease;

 

   

the relative voting strength of each previously outstanding share of Catcha Ordinary Shares may be diminished; and

 

   

the market price of PubCo Ordinary Shares may decline.

An active, liquid trading market for PubCo Ordinary Shares and PubCo Warrants may not develop, which may limit your ability to sell PubCo Ordinary Shares and PubCo Warrants.

An active trading market for PubCo’s securities following the Business Combination may never develop or, if developed, it may not be sustained, which would make it difficult for you to sell your PubCo Ordinary Shares or PubCo Warrants at an attractive price or at all. This risk could be exacerbated if there is a high level of redemptions of the Catcha Class A Ordinary Shares in connection with the Closing.

Reports published by analysts, including projections in those reports that differ from PubCo’s actual results, could adversely affect the price and trading volume of its PubCo Ordinary Shares.

Securities research analysts may establish and publish their own periodic projections for PubCo following consummation of the Business Combination. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. If no analysts commence coverage of us, the market price and volume for PubCo Ordinary Shares could be adversely affected. If any analyst who may cover PubCo were to cease coverage of PubCo or fail to regularly publish reports on it, PubCo could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

PubCo does not have experience operating as a public company subject to U.S. federal securities laws and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.

PubCo does not have experience operating as a public company subject to U.S. federal securities laws. Crown’s officers and directors lack experience in managing a public company subject to U.S. federal securities laws, which makes their ability to comply with applicable laws, rules and regulations uncertain. PubCo’s failure

 

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to comply with all applicable laws, rules and regulations could subject PubCo to U.S. regulatory scrutiny or sanction, which could harm its reputation and share price.

Neither PubCo nor Crown has previously been required to prepare or file periodic or other reports with the SEC or to comply with the other requirements of U.S. federal securities laws. They have not previously been required to establish and maintain the disclosure controls and procedures, and internal control over financial reporting applicable to an entity that is a foreign private issuer under U.S. federal securities laws, including the Sarbanes-Oxley Act. PubCo may experience errors, mistakes and lapses in processes and controls, resulting in failure to meet requisite U.S. standards.

As a public company subject to U.S. federal securities laws, PubCo will incur significant legal, accounting, insurance, compliance, and other expenses. Compliance with reporting, internal control over financial reporting and corporate governance obligations may require members of its management and its finance and accounting staff to divert time and resources from other responsibilities to ensure these new regulatory requirements are fulfilled.

If it fails to adequately implement the required governance and control framework, PubCo may fail to comply with the applicable rules or requirements associated with being a public company subject to U.S. federal securities laws. Such failure could result in the loss of investor confidence, could harm PubCo’s reputation, and cause the market price of PubCo Ordinary Shares to decline.

Due to inadequate governance and internal control policies, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to make required filings in a timely manner or result in making filings containing incorrect or misleading information. Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, as well as damage to PubCo’s reputation, business, financial condition, operating results and share price.

PubCo will be a holding company with no business operations of its own and will depend on cash flow from Crown to meet its obligations.

Following the Business Combination, PubCo will be a holding company with no business operations of its own or material assets other than the stock of its subsidiaries. All of its operations will be conducted by its subsidiary, Crown, and Crown’s subsidiaries. As a holding company, PubCo will require dividends and other payments from its subsidiaries to meet cash requirements. The terms of any credit facility may restrict PubCo’s subsidiaries from paying dividends and otherwise transferring cash or other assets to it. If there is an insolvency, liquidation or other reorganization of any of PubCo’s subsidiaries, PubCo shareholders may have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before PubCo, as an equity holder, would be entitled to receive any distribution from that sale or disposal. If Crown is unable to pay dividends or make other payments to PubCo when needed, PubCo will be unable to satisfy its obligations.

The price of the PubCo Ordinary Shares and PubCo Warrants may be volatile.

Upon consummation of the Business Combination, the price of PubCo Ordinary Shares and PubCo Warrants may fluctuate due to a variety of factors, including:

 

   

changes in the industry in which PubCo and its customers operate;

 

   

variations in its operating performance and the performance of its competitors in general;

 

   

the impact of COVID-19 outbreaks on the markets and the broader global economy;

 

   

actual or anticipated fluctuations in PubCo’s annual or interim operating results;

 

   

publication of research reports by securities analysts about PubCo or its competitors or its industry;

 

   

the public’s reaction to PubCo’s press releases, its other public announcements and its filings with the SEC;

 

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PubCo’s failure or the failure of its competitors to meet analysts’ projections or guidance that PubCo or its competitors may give to the market;

 

   

additions and departures of key personnel;

 

   

changes in laws and regulations affecting its business;

 

   

failure to comply with laws or regulations, including the Sarbanes-Oxley Act, or failure to comply with the requirements of the relevant U.S. stock exchange;

 

   

actual, potential or perceived control, accounting or reporting problems;

 

   

commencement of, or involvement in, litigation involving PubCo;

 

   

changes in PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of PubCo’s capital stock available for public sale;

 

   

general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, sanctions, export controls, social, political and economic risks and epidemics and pandemics (including ongoing COVID-19 outbreaks), acts of war or terrorism; and

 

   

the other factors described in this “Risk Factors” section.

These market and industry factors may materially reduce the market price of PubCo Ordinary Shares and PubCo Warrants regardless of the operating performance of PubCo.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of PubCo Ordinary Shares to drop significantly, even if PubCo’s business is doing well.

Sales of a substantial number of PubCo Ordinary Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of PubCo Ordinary Shares.

We may be required to file one or more registration statements prior to or shortly after the Closing to provide for the resale of certain restricted shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of PubCo Ordinary Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

A U.S. stock exchange may not list PubCo’s securities on its exchange, which could limit investors’ ability to make transactions in PubCo’s securities and subject PubCo to additional trading restrictions. If PubCo’s securities are accepted for listing on an exchange, PubCo may fail to satisfy continued listing requirements, resulting in the delisting of such securities.

PubCo intends to apply to have its securities listed on a U.S. stock exchange upon consummation of the Business Combination. PubCo will be required to demonstrate compliance with such stock exchange’s listing requirements. We cannot assure you that PubCo will be able to meet all listing requirements. Even if PubCo’s securities are listed on a U.S. stock exchange, PubCo may be unable to maintain the listing of its securities in the future.

If PubCo fails to meet the listing requirements and such stock exchange does not list its securities on its exchange, PubCo and Catcha would not be required to consummate the Business Combination. In the event that PubCo elected to waive this condition, the Business Combination may be consummated without PubCo’s securities being listed on any national securities exchange. In addition, if PubCo’s securities are listed on an

 

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exchange, PubCo could fail to satisfy continued listing requirements, resulting in the delisting of such securities. Failure of PubCo’s securities to become listed or continued to be listed on a national securities exchange would result in significant material adverse consequences, including:

 

   

a limited availability of market quotations for PubCo’s securities;

 

   

reduced liquidity for PubCo’s securities;

 

   

a determination that PubCo Ordinary Shares are a “penny stock” which will require brokers trading in the PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for PubCo’s securities;

 

   

a limited amount of news and analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”

If PubCo’s securities are not listed on a U.S. stock exchange, such securities would not qualify as covered securities and PubCo would be subject to regulation in each state in which it offers its securities because states are not preempted from regulating the sale of securities that are not covered securities.

There may be less publicly available information concerning PubCo than there is for issuers that are not foreign private issuers because it is anticipated that PubCo will be considered a foreign private issuer and will be exempt from a number of rules under the Exchange Act and will be permitted to file less information with the SEC than issuers that are not foreign private issuers and PubCo, as a foreign private issuer, will be permitted to follow home country practice in lieu of the listing requirements of a U.S. stock exchange, subject to certain exceptions.

A foreign private issuer under the Exchange Act is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. It is anticipated that PubCo will be exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The PubCo Board and PubCo’s officers and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. PubCo will not be required to file financial statements prepared in accordance with or reconciled to GAAP so long as its financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board. The PubCo is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information. Accordingly, there may be less publicly available information concerning PubCo than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies.

In addition, certain information may be provided by PubCo in accordance with Jersey law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. As a foreign private issuer, PubCo will be subject to less stringent corporate governance requirements under most U.S. stock exchanges’ rules. Subject to certain exceptions, the rules of most U.S. stock exchanges permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of such U.S. stock exchanges including, for example, certain internal controls as well as board, committee and director independence requirements. If PubCo determines to follow Irish corporate governance practices in lieu of such U.S. stock exchange’s corporate governance standards, PubCo will disclose each of such U.S. stock exchange’s rules that PubCo does not intend to follow and describe the Irish practice that PubCo will follow in lieu thereof.

 

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PubCo may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses. This would subject PubCo to GAAP reporting requirements which may be difficult for it to comply with.

As a “foreign private issuer,” PubCo would not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter.

In the future, PubCo could lose its foreign private issuer status if a majority of its Ordinary Shares are held by residents in the U.S. and it fails to meet any one of the additional “business contacts” requirements. Although PubCo intends to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, PubCo’s loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to PubCo under U.S. securities laws if it is deemed a U.S. domestic issuer may be significantly higher. If PubCo is not a foreign private issuer, PubCo will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, PubCo would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. PubCo also may be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, PubCo may lose its ability to rely upon exemptions from certain corporate governance requirements of the U.S. stock exchange that it will list upon that are available to foreign private issuers. For example, most U.S. stock exchanges’ corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. As a foreign private issuer, PubCo would be permitted to follow home country practice in lieu of the above requirements. As long as PubCo relies on the foreign private issuer exemption to certain of such stock exchanges’ corporate governance standards, a majority of the directors on the PubCo Board are not required to be independent directors, its compensation committee is not required to be comprised entirely of independent directors, and it will not be required to have a nominating committee. Also, PubCo would be required to change its basis of accounting from IFRS as issued by the IASB to GAAP, which may be difficult and costly for it to comply with. If PubCo loses its foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, PubCo may have to de-list from such stock exchange and could be subject to investigation by the SEC, such stock exchange and other regulators, among other materially adverse consequences.

Risks Related to PubCo Being Governed by Jersey Law

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” “our,” or “PubCo” refer to Crown LNG Holdings Limited following the consummation of the Business Combination.

Catcha’s shareholders will have their rights as shareholders governed by Jersey law and PubCo’s organizational documents.

As a result of the completion of the Business Combination, Catcha’s shareholders may become PubCo shareholders by holding Ordinary Shares listed on the NYSE, and their rights as shareholders will be governed by Jersey law, including the provisions of the Jersey Companies Law, and PubCo’s organizational documents (as amended from time to time) following the Business Combination. As a result, there will be differences between the rights currently enjoyed by Catcha’s shareholders and the rights of those shareholders who become PubCo shareholders following the Business Combination. See the section titled “Comparison of Shareholder Rights.”

The rights of PubCo shareholders may differ from the rights typically offered to shareholders of a Cayman Islands exempted company and these differences may make PubCo’s securities less attractive to investors.

At the Effective Time, PubCo is intended to be a deemed public limited company incorporated under the laws of Jersey. The rights of holders of PubCo Ordinary Shares are governed by Jersey law, including the

 

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provisions of the Jersey Companies Law, and by the PubCo organizational documents (as amended from time to time). These rights differ in certain respects from the rights of shareholders in typical U.S. corporations, and these differences may make PubCo Ordinary Shares less attractive to investors.

The U.K. City Code on Takeovers and Mergers, or the “Takeover Code,” applies, among other things, to an offer for a public limited company whose registered office is in the U.K. (or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the U.K. (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers, or the “Takeover Panel,” to have its place of central management and control in the U.K. (or the Channel Islands or the Isle of Man). This is known as the “residency test.” The test for central management and control under the Takeover Code is different from that used by the U.K. tax authorities and the Takeover Panel will consider the structure of the board, the functions of the directors and where they are resident.

Because PubCo is a deemed public company pursuant to the provisions of the Jersey Companies Law, PubCo envisages that the Takeover Code will not apply to an offer for it at this time. However, this may subsequently change if other conditions regarding the applicability of the Takeover Code are met or the interpretation and application of the Takeover Code by the Takeover Panel changes (including changes to the way in which the Takeover Panel assesses the application of the Takeover Code to English/Jersey companies whose shares are listed outside of the U.K., the Channel Islands or the Isle of Man. Therefore, the Takeover Code might apply to PubCo in the future.

If at the time of a takeover offer PubCo is subject to the Takeover Code, PubCo will be subject to a number of rules and restrictions, including but not limited to the following: (i) PubCo’s ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) PubCo might not, without the approval of its shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) PubCo would be obliged to provide equality of information to all bona fide competing bidders. Additionally, the Takeover Code contains certain rules in respect of mandatory offers. Under Rule 9 of the Takeover Code, if a person: (a) acquires an interest in PubCo Ordinary Shares which, when taken together with shares in which such person or persons acting in concert with such person are interested, carries 30% or more of the voting rights of PubCo Ordinary Shares; or (b) who, together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% and not more than 50% of the voting rights in the company, acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer (or provide a cash alternative) for the outstanding PubCo Ordinary Shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

Under the Jersey Companies Law, regardless of whether PubCo is subject to the Takeover Code, an offeror for PubCo that has acquired 9/10ths in number of the shares to which the offer relates may exercise statutory squeeze-out rights to compulsorily acquire the shares of the non-assenting minority. However, if an offer for PubCo is conducted by way of a court sanctioned scheme of arrangement, the threshold for the offeror obtaining 100% of PubCo Ordinary Shares to which the scheme relates comprises two components: (i) approval by a majority in number of each class of PubCo shareholders present and voting at the shareholder meeting; and (ii) approval of PubCo shareholders representing 75% or more of the voting rights of each class of PubCo shareholders present and voting at that meeting. In addition, a takeover of PubCo could be effected by way of a merger under the Jersey Companies Law which would require a merger agreement which must also be approved by a Special Resolution of the PubCo shareholders.

Risks Related to Catcha and the Business Combination

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” “our,” or “Catcha” refer to Catcha Investment Corp prior to the consummation of the Business Combination.

 

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Notwithstanding that Catcha is seeking shareholder approval of the Business Combination, the Sponsor has agreed to vote all its Catcha Class B Ordinary Shares in favor of each of the proposals being presented at the extraordinary general meeting, regardless of how our public shareholders vote.

Catcha’s Sponsor owned, on an as-converted basis, 20% of the outstanding Catcha ordinary shares immediately following the completion of Catcha’s initial public offering. On February 14, 2023, Catcha held an extraordinary general meeting of shareholders, where the shareholders approved a proposal to amend its investment management trust agreement, dated as of February 11, 2021, by and between Catcha and Continental, to extend the date by which Catcha has to consummate a business combination from February 17, 2023 to February 17, 2024 (or such earlier date as determined by the Catcha Board). In connection with the vote, the holders of 27,785,141 Catcha Class A Ordinary Shares properly exercised their right to redeem their shares. Accordingly, Catcha’s Sponsor currently owns, on an as-converted basis, approximately 77.2% of the outstanding Catcha Ordinary Shares. Catcha’s Sponsor also may from time to time purchase Catcha Class A Ordinary Shares prior to the Business Combination to the extent permitted in compliance with the tender offer rules and other Exchange Act requirements. Catcha’s Existing Governing Documents provide that, if Catcha seeks shareholder approval, Catcha will complete the Business Combination only if it obtains the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the general meeting of the company and entitled to vote on such matter. In addition, the approval of the Merger Proposal and the M&A Amendment and Restatement Proposal each requires a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the general meeting and entitled to vote on such matter. Accordingly, the agreement by the Sponsor to vote in favor of each of the proposals being presented at the extraordinary general meeting will increase the likelihood that Catcha will receive the requisite shareholder approval for the Business Combination.

If the Business Combination is not approved, then the shares and warrants that are beneficially owned by Catcha’s current directors, executive officers and the Sponsor will be worthless and the expenses incurred by such persons may not be reimbursed or repaid. Such interests may have influenced their decision to approve the Business Combination with Crown.

In connection with Catcha’s initial public offering, Catcha’s Sponsor paid $25,000, or approximately $0.003 per share for an aggregate of 7,500,000 Catcha Class B Ordinary Shares. Prior to the initial investment in Catcha of $25,000 by the Sponsor, Catcha had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete the Business Combination. In addition, simultaneously with the closing of Catcha’s initial public offering, Catcha’s Sponsor also purchased an aggregate of 5,333,333 private placement warrants at a price of $1.50 per warrant, generating gross proceeds to Catcha of $8,000,000, each exercisable to purchase one Catcha Class A Ordinary Share at $11.50 per share, subject to adjustment. If we do not consummate the Business Combination by February 17, 2024, the private placement warrants will expire worthless. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as February 17, 2024 nears, which is the deadline for our consummation of the Business Combination.

The value of the shares held by Catcha’s Sponsor following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of PubCo Ordinary Shares at such time is substantially less than $10.00 per share.

The Sponsor has invested in us an aggregate of $8,025,000, comprised of the $25,000 purchase price for the founder shares and the $8,000,000 purchase price for the private placement warrants apart from expenses. Assuming a trading price of $10.00 per share and $1.50 per warrant upon consummation of the Business

 

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Combination, the 7,500,000 founder shares and 5,333,333 private placement warrants would have an aggregate implied value of $83 million. Even if the trading price of Catcha Class A Ordinary Shares was as low as approximately $1.07 per share, the value of the founder shares, excluding the private placement warrants, would be equal to such parties’ initial investment in us. As a result, such parties are likely to be able to recoup their investment in us and make a substantial profit on that investment, even if the PubCo Ordinary Shares lose significant value. Accordingly, the Sponsor and members of Catcha’s management may have an economic incentive that differs from that of the Catcha public shareholders to pursue and consummate the Business Combination, even if the Business Combination were with a riskier or less-established target business. Further, the Sponsor, officers and directors and their affiliates can earn a positive rate of return on their overall investment in Catcha and Crown after the Business Combination, even if other holders of Catcha Class A Ordinary Shares experience a negative rate of return, due to having purchased the founder shares for $25,000 or approximately $0.003 per share. Accordingly, you should consider the financial incentive of such parties to complete the Business Combination when evaluating whether to redeem your shares prior to or in connection with the Business Combination.

The ability of shareholders to exercise redemption rights with respect to a large number of outstanding shares of Catcha Class A Ordinary Shares and the Minimum Cash Condition could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation to redeem their public shares.

At the time Catcha entered into the Business Combination Agreement, it did not know how many shareholders would ultimately exercise their redemption rights, and therefore, it structured the Business Combination based on its expectations as to the number of public shares that will be submitted for redemption. If a larger number of public shares are submitted for redemption than it initially expected, this could lead to a failure to consummate the Business Combination, a failure to maintain the listing of its securities on NYSE American or another national securities or a lack of liquidity, which could impair PubCo’s ability to fund its operations and adversely affect its business, financial condition and results of operations.

During the period from the signing of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement and the Closing, PubCo may enter into potential PIPE financings or additional permitted financing with potential investors in order to satisfy certain Closing conditions, including the Minimum Cash Condition. As of the date of this proxy statement/prospectus, no potential financings have been entered into. There is no assurance that PubCo will be able to enter into any potential PIPE financing or additional permitted financing. If the amount in the Trust Account, after giving effect to redemptions of Catcha’s public shares, plus amounts raised from any potential PIPE financings or additional permitted financing, if any, are not sufficient to meet the Minimum Cash Condition, unless this condition is waived by Crown, Catcha will not be able to consummate the Business Combination.

Catcha’s Sponsor is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced its decision to approve the Business Combination with Crown.

If the Business Combination or another business combination is not consummated by Catcha on or before February 17, 2024 (or such earlier date as determined by the Catcha Board), the Sponsor, an affiliate of current officers and directors of Catcha, will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors, service providers or other entities that are owed money by Catcha for services rendered or contracted for or for products sold to Catcha, but only if such a vendor or target business has not executed a waiver agreement. If Catcha consummates a business combination, on the other hand, Catcha will be liable for all such claims. Catcha has no reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Catcha.

These obligations of the Sponsor may have influenced the Catcha Board’s decision to pursue the Business Combination with Crown or Catcha’s Board’ decision to approve the Business Combination. In considering the

 

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recommendations of the Catcha Board to vote for the Business Combination Proposal and other proposals, shareholder should consider these interests. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Interests of Catcha’s Directors and Officers in the Business Combination.”

If Catcha is unable to complete the Business Combination with Crown or another business combination by February 17, 2024, then Catcha will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding public shares, and dissolving and liquidating. In such event, third parties may bring claims against Catcha and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per share.

Catcha may not be able to complete the Business Combination with Crown or another business combination by February 17, 2024. Catcha’s ability to complete the Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If Catcha has not consummated an initial business combination within such applicable time period, Catcha will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, 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 our remaining shareholders and our Board, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Catcha’s Existing Governing Documents provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless.

Catcha’s shareholders may be held liable for claims by third parties against Catcha to the extent of distributions received by them.

If Catcha is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by Catcha’s shareholders. Furthermore, Catcha’s directors may be viewed as having breached their fiduciary duties to Catcha or its creditors and/or may have acted in bad faith, thereby exposing themselves and Catcha to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against Catcha for these reasons. Catcha and its officers and directors who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands.

Catcha may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

Catcha has agreed to indemnify its directors and officers to the fullest extent permitted by law. However, Catcha’s directors and officers have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by Catcha only if (1) Catcha has sufficient funds outside of the Trust Account or (2) Catcha consummates an initial business combination. Catcha’s obligation to indemnify its directors and officers may discourage shareholders from bringing a lawsuit against its

 

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directors or officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Catcha’s directors and officers, even though such an action, if successful, might otherwise benefit Catcha and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent Catcha pays the costs of settlement and damage awards against its directors and officers pursuant to these indemnification provisions.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect Catcha’s business, including its ability to negotiate and complete a Business Combination.

Catcha is subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and applicable non-U.S. jurisdictions. In particular, Catcha is required to comply with certain SEC and potentially other legal and regulatory requirements, and its consummation of a Business Combination may be contingent upon its ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. For example, the SEC has, recently adopted certain rules and proposed other rules and may, in the future adopt additional rules, which may have a material effect on its activities and ability to consummate a Business Combination. See “— Certain of the procedures that Catcha, a potential business combination target, or others may determine to undertake in connection with proposed rules recently issued by the SEC may increase the costs and the time needed to complete a Business Combination and may constrain the circumstances under which Catcha could complete a Business Combination.” Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on its business, including its ability to negotiate and complete a Business Combination.

Certain of the procedures that Catcha, a potential business combination target, or others may determine to undertake in connection with proposed rules recently issued by the SEC may increase the costs and the time needed to complete a Business Combination and may constrain the circumstances under which Catcha could complete a Business Combination.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between special purpose acquisition companies (“SPACs”) such as Catcha and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that Catcha, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing a Business Combination, and may constrain the circumstances under which Catcha could complete a Business Combination. The need for compliance with the SPAC Rule Proposals may cause Catcha to liquidate the funds in the Trust Account or liquidate itself at an earlier time than it might otherwise choose. If Catcha were to liquidate, its warrants and rights would expire worthless, and its securityholders would lose the investment opportunity associated with an investment in PubCo, including any potential price appreciation of its securities.

 

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Catcha has identified a material weakness in its internal control over financial reporting as of December 31, 2022. If it is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results, which may adversely affect investor confidence in Catcha and materially and adversely affect its business and operating results.

Catcha’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described in Catcha’s annual report for fiscal year ended December 31, 2022, our disclosure controls and procedures were not effective as of December 31, 2022, due to the material weakness in our internal control over financial reporting related to accounting for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our audited financial statements were prepared in accordance with U.S. generally accepted accounting principles.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Catcha Ordinary Shares listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

As a result of such material weakness, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Business Combination.

Unlike some other similarly structured blank check companies, Catcha’s Sponsor will receive additional Catcha Class A Ordinary Shares if we issue shares to consummate the Business Combination.

The founder shares will automatically convert into Catcha Class A Ordinary Shares (which such Catcha Class A Ordinary Shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate the Business Combination) at the time of the Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Catcha Class A Ordinary Shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Catcha Ordinary Shares issued and outstanding upon the completion of our initial public offering, plus (ii) the total number of Catcha Class A Ordinary Shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by Catcha in connection with or in relation to the

 

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consummation of the Business Combination, excluding any Catcha Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Catcha Class A Ordinary Shares issued, deemed issued or to be issued to any seller in the Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any members of Catcha’s management team upon conversion of working capital loans, unless the holders of a majority of the then-outstanding Catcha Class B Ordinary Shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Catcha Class B Ordinary Shares convert into Catcha Class A Ordinary Shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.

Catcha’s Sponsor controls a substantial interest in Catcha and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

On February 14, 2023, we held an extraordinary general meeting of shareholders, where the shareholders approved a proposal to amend our investment management trust agreement, dated as of February 11, 2021, by and between us and Continental, to extend the date by which we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as determined by the Catcha Board. In connection with the vote, the holders of 27,785,141 Catcha Class A Ordinary Shares properly exercised their right to redeem their shares. Accordingly, the Sponsor currently owns, on an as-converted basis, approximately 77.2% of our outstanding Catcha Ordinary Shares. As a result, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our Existing Governing Documents. If Catcha’s Sponsor purchases any additional Catcha Class A Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed herein. Factors that would be considered in making such additional purchases would include consideration of the current trading price of Catcha Class A Ordinary Shares. In addition, our Board, whose members were elected by our Sponsor, is divided into three classes, each of which generally serves for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination. If there is an annual general meeting, as a consequence of our “staggered” board, only a minority of the Catcha Board will be considered for election and our Sponsor, because of its ownership position, will control the outcome, as only holders of our Catcha Class B Ordinary Shares have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly, our Sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business, Catcha may be deemed to be a “blank check” company under the U.S. securities laws. However, because we have net tangible assets in excess of $5,000,001 upon the completion of our initial public offering and the sale of the private placement warrants and we filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means that since our units were immediately tradable, we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial business combination.

 

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Catcha is not required to obtain and has not obtained an opinion from an investment banking firm or another independent entity, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. Because we have not obtained such an opinion, our shareholders will be relying on the judgment of our Board, who will determine fair market value based on standards generally accepted by the financial community. Such standards used are disclosed in this proxy statement/prospectus.

Catcha may issue additional Catcha Class A Ordinary Shares or preference shares to complete our initial business combination or under an employee incentive plan after the completion of our initial business combination. We may also issue Catcha Class A Ordinary Shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our Existing Governing Documents. Any such issuances would dilute the interest of our shareholders and likely present other risks.

Catcha’s Existing Governing Documents authorize the issuance of up to 500,000,000 Catcha Ordinary Shares, par value $0.0001 per share, 50,000,000 Catcha Class B Ordinary Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. As of June 30, 2023, there are 497,785,141 and 42,500,000 authorized but unissued shares of Catcha Class A Ordinary Shares and Catcha Class B Ordinary Shares, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Catcha Class B Ordinary Shares, if any. The Catcha Class B Ordinary Shares will automatically convert into Catcha Class A Ordinary Shares (which such Catcha Class A Ordinary Shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate the Business Combination) at the time of the Business Combination or earlier at the option of the holders thereof as described herein and in our Existing Governing Documents. There are no preference shares issued and outstanding.

We may issue a substantial number of additional Catcha Class A Ordinary Shares or preference shares to complete our initial business combination or under an employee incentive plan after the completion of our initial business combination. We may also issue Catcha Class A Ordinary Shares in connection with redeeming the warrants or upon conversion of the Catcha Class B Ordinary Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our Existing Governing Documents provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our Existing Governing Documents, like all provisions of our Existing Governing Documents, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

 

   

may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Catcha Class B Ordinary Shares resulted in the issuance of Catcha Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Catcha Class B Ordinary Shares;

 

   

may subordinate the rights of holders of Catcha Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Catcha Class A Ordinary Shares;

 

   

could cause a change in control if a substantial number of Catcha Class A Ordinary Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 

   

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

 

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may adversely affect prevailing market prices for our units, Catcha Class A Ordinary Shares and/or warrants; and

 

   

may not result in adjustment to the exercise price of our warrants.

Catcha may issue our shares to investors in connection with its initial business combination at a price which is less than the prevailing market price of our shares at that time.

In connection with our initial business combination, we may issue shares to investors in any PIPE financing at a price of $10.00 per share. A purpose of such issuances may be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

Catcha may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers and directors have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest, or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

 

   

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 

   

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 

   

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

 

   

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

 

   

our inability to pay dividends on our Catcha Class A Ordinary Shares;

 

   

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Catcha Class A Ordinary Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 

   

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 

   

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 

   

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Catcha has entered into a Business Combination Agreement for a Business Combination with a single business, which will cause us to be solely dependent on a single business that may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

The net proceeds from our initial public offering and the sale of the private placement warrants provided us $300,000,000 to use to complete our initial business combination. In connection with the vote to approve the

 

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Replacement Governing Documents, the holders of 27,785,141 Catcha Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.31. As of September 30, 2023, we had cash in the Trust Account of approximately $24.3 million.

We intend to effectuate the Business Combination with a single-target business. We will not be able to effectuate our initial business combination with more than one target business because of various factors, including restrictions in the Business Combination Agreement, our lack of available funds to pursue multiple acquisitions, the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive, and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success will be:

 

   

solely dependent upon the performance of a single business, property or asset; or

 

   

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

Catcha is attempting to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

If Catcha is deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If Catcha is deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

 

   

restrictions on the nature of our investments; and

 

   

restrictions on the issuance of securities,

each of which may make it difficult for us to complete our initial business combination. In addition, we may be subject to burdensome requirements, including:

 

   

registration as an investment company with the SEC;

 

   

adoption of a specific form of corporate structure; and

 

   

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

 

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In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act.

An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our Existing Governing Documents (A) to modify the substance or timing of our obligation to provide holders of our Catcha Class A Ordinary Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 17, 2024 or (B) with respect to any other provision relating to the rights of holders of our Catcha Class A Ordinary Shares; or (iii) absent our completing an initial business combination closing by February 17, 2024, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

The provisions of Catcha’s Existing Governing Documents that relate to the rights of holders of our Catcha Class A Ordinary Shares (and corresponding provisions of the trust agreement governing the release of funds from our Trust Account) may be amended with the approval of a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act, which requires the approval of the holders of at least two-thirds of our Catcha Ordinary Shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our Existing Governing Documents to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter that prohibits the amendment of certain of its provisions, including those that relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Catcha’s Existing Governing Documents provide that any of its provisions related to the rights of holders of our Catcha Class A Ordinary Shares (including the requirement to deposit proceeds of our initial public offering and the placement of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide

 

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redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our Catcha Ordinary Shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of our Catcha Ordinary Shares participated in the vote, provided that the provisions of our Existing Governing Documents governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of our Catcha Ordinary Shares who attend and vote at our general meeting, which shall include the affirmative vote of a simple majority of our Catcha Class B Ordinary Shares. Our Sponsor and its permitted transferees, if any, who collectively beneficially own, on an as-converted basis, 20% of our Catcha Class A Ordinary Shares, will participate in any vote to amend our Existing Governing Documents and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Existing Governing Documents that govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our Existing Governing Documents.

The Sponsor and Catcha’s officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our Existing Governing Documents (A) that would modify the substance or timing of our obligation to provide holders of our Catcha Class A Ordinary Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 17, 2024 (or such earlier date as determined by the Catcha Board) or (B) with respect to any other provision relating to the rights of holders of our Catcha Class A Ordinary Shares, unless we provide our public shareholders with the opportunity to redeem their Catcha Class A Ordinary Shares upon approval of any such amendment 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 us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. Catcha’s shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against the Sponsor or Catcha’s officers or directors for any breach of these agreements. As a result, in the event of a breach, Catcha’s shareholders would need to pursue a shareholder derivative action, subject to applicable law.

Catcha may be unable to meet the Minimum Cash Condition or to obtain additional financing to complete our initial business combination, which could compel us to restructure or abandon the Business Combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

The Business Combination Agreement provides that Crown’s obligation to consummate the Business Combination is conditioned on, among other things, that on the Closing Date, the sum of (i) the amount of cash and cash equivalents available in the Trust Account and, if any, otherwise held by Catcha following the Catcha extraordinary general meeting (after deducting the amounts required to satisfy the Catcha share redemptions), plus (ii) the aggregate amount of proceeds of PIPE financing or additional permitted financing received by PubCo prior to or substantially concurrently with the Closing (in each case of (i) and (ii), after deducting the amounts required for payment of the accrued and unpaid Crown’s transaction expenses and Catcha’s transaction expenses) is at least $20,000,000.

There can be no assurance that the Minimum Cash Condition will be satisfied and there can be no assurance that Crown would amend or waive the Minimum Cash Condition. If the Minimum Cash Condition is not satisfied, amended or waived pursuant to the terms of the Business Combination Agreement, then the proposed Business Combination Agreement would not be consummated. If Crown waives or decreases the Minimum Cash Condition, its ability to operate its business and execute its plans to meet its projections post-Closing of the Business Combination will be adversely affected.

 

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Furthermore, we do not know how many shareholders will ultimately exercise their redemption rights in connection with the Business Combination. In the event that the public shareholders exercise their redemption rights with respect to a number of our public shares such that the Minimum Cash Condition is not met, we may need to seek to arrange for additional third-party financing (including any PIPE financing or additional permitted financing) to be able to satisfy the Minimum Cash Condition (or such lower amount designated by Crown if Crown waives or decreases the condition). We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing.

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors, or shareholders is required to provide any financing to us in connection with or after our initial business combination.

Catcha may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened, and the number of our Catcha Class A Ordinary Shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under a warrant agreement between Continental, as warrant agent, and us. The Catcha Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement, or defective provision, (ii) amending the provisions relating to cash dividends on Catcha Ordinary Shares as contemplated by and in accordance with the warrant agreement, or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Catcha Class A Ordinary Shares purchasable upon exercise of a warrant.

 

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Since Catcha’s Sponsor and our directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Crown is appropriate as our initial business combination and in recommending that shareholders vote in favor of approval of the proposals described in this proxy statement/prospectus. Such interests include that the Sponsor, Industry Advisors and our directors and executive officers will lose their entire investment in us if our initial business combination is not completed, and that the Sponsor and our directors and executive officers will benefit from the completion of an initial business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate Catcha.

In considering the recommendation of the Catcha Board to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, shareholders should understand that the Sponsor, the members of the Catcha Board and the executive officers of Catcha have interests in such proposals and the Business Combination that are different from, or in addition to, those of Catcha’s shareholders generally. The Catcha Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Catcha’s shareholders that they approve the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. Catcha’s shareholders should take these interests into account in deciding whether to approve the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

These interests include, among other things (not necessarily in order of relative importance):

 

   

If the Business Combination with Crown or another business combination is not consummated by February 17, 2024, Catcha will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and dissolving and liquidating. In such event, the 7,500,000 Catcha Class B Ordinary Shares held by the Sponsor, which were acquired for a purchase price of approximately $0.003 per share prior to the initial public offering, would be worthless because the holders are not entitled to participate in any redemption or liquidating distribution with respect to such shares. Such shares had an aggregate market value of $                based upon the closing price of $                per public share on NYSE American on                , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

   

The Sponsor purchased an aggregate of 5,333,333 private placement warrants from Catcha for an aggregate purchase price of approximately $8,000,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Catcha’s initial public offering. Such warrants had an aggregate market value of approximately $            based upon the trade price of $            per warrant on the over-the-counter market on                , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The private placement warrants will become worthless if Catcha does not consummate the Business Combination by February 17, 2024.

 

   

The Business Combination Agreement provides that Catcha or the Sponsor will be entitled to appoint at least one director of PubCo after the consummation of the Business Combination. As such, in the future such director(s) will receive cash fees, stock options or stock awards that the PubCo Board determines to pay to its directors.

 

   

The Business Combination Agreement provides that, at the closing of the Business Combination, the Sponsor and Catcha’s officers and directors will enter into the Registration Rights Agreement, which provides for registration rights for PubCo Ordinary Shares and PubCo Warrants held by such persons and their permitted transferees.

 

   

If Catcha is unable to complete the Business Combination within the required time period, or upon the exercise of a redemption right in connection with the Business Combination, Catcha will be required to provide for payment of claims of creditors that were not waived that may be brought against Catcha within the ten years following such redemption. In order to protect the amounts held in the Trust

 

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Account, the Sponsor has agreed that it will be liable to Catcha if and to the extent any claims by a third party (other than any independent auditors) for services rendered or products sold to Catcha, or a prospective target business with which Catcha has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Catcha Class A Ordinary Share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, expenses relating to the administration of the Trust Account and limited withdrawals for working capital, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriter of Catcha’s initial public offering against certain liabilities, including liabilities under the Securities Act.

 

   

The Sponsor and Catcha’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Catcha’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Catcha fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Catcha may not be able to reimburse these expenses if the Business Combination with Crown or another business combination is not completed by February 17, 2024. As of                 , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the Sponsor and Catcha’s officers, directors and their affiliates had incurred approximately $                 of unpaid reimbursable expenses.

 

   

The Business Combination Agreement provides for the indemnification of Catcha’s current directors and officers and the continuation of directors and officers liability insurance covering Catcha’s current directors and officers for a period of six years from the Closing Date.

 

   

The Sponsor has made loans to Catcha to fund certain capital requirements, including the following:

 

   

2022 Convertible Promissory Note

On December 13, 2022, Catcha issued the $1.5 Million Convertible Promissory Note under the working capital loan to the Sponsor, pursuant to which Catcha may borrow up to $1.5 million from the Sponsor. Such note may, at the Sponsor’s discretion, be converted into private placement warrants at a price of $1.50 per warrant with each warrant entitling the holder to purchase one Catcha Class A Ordinary Share at a price of $11.50 per share, subject to the same terms applicable to the private placement warrants issued in connection with Catcha’s initial public offering. The $1.5 Million Convertible Promissory Note will not bear any interest, and will be repayable by Catcha to the Sponsor, on a date that is the earlier of (i) the consummation of the Business Combination and (ii) the liquidation of Catcha. The maturity date of the $1.5 Million Convertible Promissory Note may be accelerated upon the occurrence of certain events of default. The Sponsor may not be repaid for any borrowings under the $1.5 Million Convertible Promissory Note to the extent that there are limited or no funds remaining outside the Trust Account and Catcha fails to consummate the Business Combination within the required period. In addition, to the extent that the Sponsor has elected to convert the principal balance of the $1.5 Million Convertible Promissory Note into warrants, such warrants will become worthless if Catcha does not consummate the Business Combination within the required period.

As of                , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, Catcha received $            for working capital purposes under the $1.5 Million Convertible Promissory Note.

 

   

2023 Extension Note

On February 14, 2023, Catcha issued the Extension Note to the Sponsor, pursuant to which Catcha may borrow up to $900,000 from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Catcha Board, the Sponsor has agreed

 

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to deposit into the Trust Account the lesser of (i) $75,000 or (ii) $0.0375 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (a) the date of the extraordinary general meeting held in connection with a shareholder vote to approve a business combination, and (b) the date that $900,000 has been loaned. Such note may, at the Sponsor’s discretion, be converted into private placement warrants at a price of $1.50 per warrant with each warrant entitling the holder to purchase one Catcha Class A Ordinary Share at a price of $11.50 per share, subject to the same terms applicable to the private placement warrants issued in connection with Catcha’s initial public offering. The Extension Note will not bear any interest, and will be repayable by Catcha to the Sponsor, on a date that is the earlier of (x) the consummation of the Business Combination and (y) the liquidation of Catcha. The maturity date of the Extension Note may be accelerated upon the occurrence of certain events of default. The Sponsor may not be repaid for any borrowings under the Extension Note to the extent that there are limited or no funds remaining outside the Trust Account and Catcha fails to consummate the Business Combination within the required period. In addition, to the extent that the Sponsor has elected to convert the principal balance of the Extension Note into warrants, such warrants will become worthless if Catcha does not consummate the Business Combination within the required period.

As of                , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, Catcha received $                under the Extension Note.

 

   

2023 Capital Commitment

On March 9, 2023, Catcha entered into the March Subscription Agreement with the Sponsor and Polar, pursuant to which the Sponsor sought to raise $1.2 million to fund the extension and to provide working capital to Catcha. The Sponsor has committed to fund $900,000 of this amount through the Extension Note described above and Polar has agreed to provide the remaining $300,000 to Catcha. Catcha will make the Drawdown Request to the Sponsor for working capital purposes. In consideration of the Capital Call(s) made hereunder, Catcha will issue 300,000 Catcha Class A Ordinary Shares to Polar at the Closing of a Business Combination. Any amounts funded by the Sponsor to Catcha under a Drawdown Request shall not accrue interest and shall be promptly repaid by Catcha to the Sponsor upon the Closing of the Business Combination. Following receipt of such sums from Catcha, and in any event within five business days from the Closing of the Business Combination, the Sponsor or Catcha shall pay to Polar the Business Combination Payment. Catcha and Sponsor are jointly and severally obligated to make the Business Combination Payment to Polar. Polar may elect at the Closing of the Business Combination to receive such Business Combination Payment in cash or Catcha Class A Ordinary Shares at a rate of one share for each $10.00 of the Capital Calls funded under this agreement. If Catcha liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Catcha’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Trust Account, will be paid to Polar within five (5) calendar days of the liquidation.

As of                 , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, Catcha received $                from Polar pursuant to the Capital Calls.

 

   

October 2023 Promissory Note

On October 25, 2023, Catcha, the Sponsor and Polar entered into another subscription agreement (the “October Subscription Agreement”), pursuant to which, Polar agreed to fund a capital contribution of $750,000, without interest, to Catcha and in consideration thereof, Catcha agreed to cause PubCo to issue 750,000 shares of Class A Common Stock to Polar at the Closing. The Sponsor and Catcha, jointly and severally, agreed to promptly repay the $750,000 to Polar within five (5) business days of the Closing.

 

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On October 27, 2023, Catcha and Crown entered into a promissory note whereby Catcha agreed to provide a loan in the principal amount of $750,000 to Crown to fund working capital until the Closing. On October 30, 2023, the $750,000 loan was provided by Catcha to Crown. Crown has agreed to repay the $750,000 to Catcha within ten (10) business days of Catcha providing Crown with written notice of demand after the Closing.

The Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition with Crown on less favorable terms to shareholders rather than liquidate.

The existence of financial and personal interests of one or more of Catcha’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Catcha and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals, subject to their fiduciary duties under Cayman Islands law. In addition, Catcha’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.

Because PubCo will become a public reporting company by means other than a traditional underwritten initial public offering, PubCo shareholders (including Catcha’s public shareholders) may face additional risks and uncertainties.

In a traditional underwritten initial public offering, underwriters may be subject to civil liability under Sections 11 and 12 of the Securities Act for any omissions or misstatements in the registration statement, unless such underwriters can establish a “due diligence” defense by conducting a reasonable investigation of the disclosures in the registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the business plan and any underlying financial assumptions. Because PubCo will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of PubCo and, accordingly, PubCo shareholders (including Catcha’s public shareholders) will not have the benefit of an independent review and due diligence investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Although Catcha performed a due diligence review and investigation of PubCo and Crown in connection with the Business Combination, Catcha has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering, and therefore Catcha’s due diligence review and investigation should not be viewed as equivalent to the review and investigation that an underwriter would be expected to conduct. The lack of an independent due diligence review and investigation increases the risk of an investment in PubCo because it may not have uncovered facts that would be important to a potential investor.

In addition, because PubCo will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or may be less likely to provide, coverage of PubCo. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of PubCo than they might if PubCo became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with PubCo as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for PubCo Ordinary Shares could have an adverse effect on PubCo’s ability to develop a liquid market for the PubCo Ordinary Shares.

In addition, going public via a business combination with a special purpose acquisition company does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a transaction with a special purpose acquisition company, the value of the company is established by means of negotiations between the target company, the special purpose acquisition company and, in some cases, PIPE Investors who agree to purchase shares at the time of the Business

 

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Combination. There has not been any PIPE financing or additional permitted financing committed prior to the execution and announcement of the Business Combination Agreement. The process of establishing the value of a company in a business combination with a special purpose acquisition company may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the Closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is often no such book of demand built up in connection with special purpose acquisition company transactions and no underwriters with the responsibility of stabilizing the share price, which may result in the share price being harder to sustain after the consummation of the Business Combination.

The exercise of Catcha’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in Catcha’s shareholders’ best interest.

In the period leading up to the Closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Catcha to agree to amend the Business Combination Agreement, to consent to certain actions taken by Crown or to waive rights that Catcha is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Crown’s business, a request by Crown to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on PubCo’s business and would entitle Catcha to terminate the Business Combination Agreement. In any such circumstances, it would be at Catcha’s discretion, acting through the Catcha Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for Catcha and its shareholders and what he or they may believe Is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Catcha does not believe there will be any changes or waivers that Catcha’s directors and executive officers would be likely to make after shareholder approval of the proposals to be put to the extraordinary general meeting of Catcha has been obtained. While certain changes could be made without further shareholder approval, Catcha intends to circulate a new or amended proxy statement/prospectus and resolicit Catcha’s shareholders if changes to the terms of the Business Combination that would have a material impact on its shareholders are required prior to the vote on the proposals to be put to the extraordinary general meeting of Catcha.

Catcha and Crown will incur significant transaction and transition costs in connection with the Business Combination.

Catcha and Crown have incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination. Catcha and Crown may also incur unanticipated costs associated with the Business Combination, including costs driven by PubCo becoming a public company and the listing of the PubCo Ordinary Shares and PubCo Warrants on NYSE, and these unanticipated costs may have an adverse impact on the results of operations of Crown following the effectiveness of the Business Combination. All expenses incurred in connection with the Business Combination Agreement, and the transactions contemplated thereby, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, (x) in the case the Business Combination is consummated, will be for the account of PubCo (as deducted from the Trust Account) or (y) in the case the Business Combination is not consummated, will be for the account of the party incurring such fees, expenses and costs, in each case subject to the terms of the Business Combination Agreement.

Catcha and Crown cannot provide assurance that the benefits of the Business Combination will offset the incremental transaction costs in the near term, if at all.

 

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The Business Combination may be subject to antitrust or foreign investment laws and regulations, which may adversely affect our business and results of operations.

The completion of the Business Combination may be subject to, among other things, the clearance by antitrust, competition, and foreign investment authorities pursuant to applicable antitrust and foreign investment laws and regulations. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. The governmental agencies from which the parties may seek certain of these approvals and consents have broad discretion in administering the governing laws and regulations. We can provide no assurance that all required approvals and consents will be obtained. Moreover, as a condition to their approval of the Business Combination, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of PubCo’s business after the Closing. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the completion of the Business Combination or reduce the anticipated benefits of the Business Combination. If Crown and Catcha agree to any material requirements, limitations, costs, divestitures or restrictions in order to obtain any approvals required to consummate the Business Combination, these requirements, limitations, costs, divestitures or restrictions could reduce the anticipated benefits of the Business Combination. This could have a material adverse effect on PubCo’s business and results of operations.

At any time before or after consummation of the Business Combination, applicable authorities could take such action under applicable antitrust and foreign investment laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under applicable antitrust and foreign investment laws under certain circumstances. We cannot assure you that the any government authority will not attempt to challenge the Business Combination on antitrust or foreign investment grounds, and, if such a challenge is made, we cannot assure you as to its result.

Restrictions in the Business Combination Agreement mean that both Catcha and Crown will be limited in their ability to explore a business combination with another party and such provisions may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Certain covenants in the Business Combination Agreement impede our ability to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, we may be at a disadvantage to our competitors during that period. In addition, while the Business Combination Agreement is in effect and subject to customary exceptions that enable the Catcha Board to comply with statutory and fiduciary duties, neither we nor Crown may solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any person or group at any time relating to any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third-party, even though any such alternative acquisition could be more favorable to our shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

During the pendency of the Business Combination, Crown and Catcha are prohibited from entering into certain transactions that might otherwise be beneficial to Crown, Catcha or their respective shareholders.

Until the earlier of consummation of the Business Combination or termination of the Business Combination Agreement, Crown and Catcha are subject to certain limitations on the operations of their businesses, each as summarized under the “The Business Combination Proposal — The Business Combination Agreement — Covenants of the Parties.” The limitations on Crown’s and Catcha’s conduct of their businesses during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

 

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If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

Even if the Business Combination Agreement is approved by Catcha’s shareholders, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Business Combination. For a list of the material Closing conditions contained in the Business Combination Agreement, see the section titled “The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.

For example, the consummation of the Business Combination is subject to the satisfaction or waiver of certain conditions including, among others: (i) the approval by Catcha’s shareholders of the Business Combination Proposal, the Merger Proposal and the M&A Amendment and Restatement Proposal; (ii) execution of certain other agreements and transactions related to the Business Combination by the respective shareholders of Catcha and Crown; (iii) the approval by NYSE of the listing of the PubCo Ordinary Shares and PubCo Warrants; and (iv) that Catcha has at least $5,000,001 of net tangible assets upon Closing.

Catcha, PubCo and Crown may not satisfy these or the other Closing conditions in the Business Combination Agreement. If the Closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such non-occurrence or delay may cause us and Crown to each lose some or all of the intended benefits of the Business Combination.

Because Catcha is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the U.S. upon our directors or executive officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

Currently, Catcha corporate affairs are governed by the Existing Governing Documents, the Cayman Islands Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. Catcha is also subject to the federal securities laws of the U.S. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of directors of Catcha under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of Catcha’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands has a different body of securities laws as compared to the U.S., and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the U.S.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the U.S. predicated upon the civil liability provisions of the federal securities laws of the U.S. or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the U.S. or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the

 

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Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Catcha’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, the Catcha Board or controlling shareholders than they would as public shareholders of a U.S. company.

If the Business Combination is not completed, potential alternative target businesses may have leverage over us in negotiating an initial business combination and our ability to conduct due diligence on an initial business combination as we approach our dissolution deadline may decrease, which could undermine our ability to complete an initial business combination on terms that would produce value for our shareholders.

If the Business Combination is not completed, any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by February 17, 2024 (or such earlier date as determined by the Catcha Board). Consequently, a potential target may obtain leverage over us in negotiating a business combination, knowing that we may be unable to complete a business combination with another target business by such date. This risk will increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

The Sponsor, as well as Crown, and their respective directors, officers, advisors or affiliates may elect to purchase Catcha Class A Ordinary Shares or public warrants, which may influence a vote on the Business Combination and reduce the public “float” of our Catcha Class A Ordinary Shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities and subject to customary interim operating covenants set forth in the Business Combination Agreement and compliance with the tender offer rules and other Exchange Act requirements, including Rule 14e-5 thereunder, the Sponsor, as well as Crown, and their respective directors, executive officers, advisors or their affiliates may purchase Catcha Class A Ordinary Shares or public warrants in privately negotiated transactions or in the open market. Any such purchases may be effected at purchase prices that are no greater than the per share pro rata portion of the Trust Account. There is no limit on the number of securities the Sponsor, as well as Crown and their respective directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law, NYSE rules and their own governance, contractual and legal restrictions. Additionally, at any time at or prior to our initial business combination, subject to applicable securities law (including with respect to material nonpublic information), the Sponsor, as well as Crown, and their directors, officers, advisors or affiliates may enter into transactions with investors and others to provide them with incentives to acquire Catcha Class A Ordinary Shares or not redeem their Catcha Class A Ordinary Shares. The purpose of any such purchases of shares and other transactions could be to (i) limit the number of Catcha Class A Ordinary Shares electing to redeem their shares and (ii) increase the likelihood of satisfaction of the requirement that Catcha’s net tangible assets are at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement. 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 Catcha Class A Ordinary Shares or Catcha’s public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption right.

 

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In accordance with the SEC’s Compliance and Disclosure Interpretation 166.01, any public shares purchased by the Sponsor, Crown and/or their directors, officers, advisors or respective affiliates would not be voted in favor of approving the Business Combination.

In the event that the Sponsor, as well as Crown, and their respective directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Catcha’s public shareholders who have already elected to exercise their redemption right, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares or any purchases of Catcha’s public warrants could be to reduce the number of Catcha’s public warrants outstanding. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of the Catcha Class A Ordinary Shares or Catcha’s public warrants and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If the Business Combination is subject to CFIUS jurisdiction, the Business Combination may not be able to be completed prior to Catcha’s deadline for completing an initial business combination, or CFIUS could impose conditions on the Business Combination or our investors.

Certain investments that involve the acquisition of, or investment in, a “U.S. business” by a non-U.S. individual or entity (a “foreign person”) may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on the nationality of the buyer or investor, the extent to which the target of the investment or acquisition is engaged in interstate commerce in the United States, and the nature of the interests and rights afforded to the buyer or investor in the target entity. For example, transactions that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS also has jurisdiction to review non-control transactions that afford a foreign person certain information and/or governance rights in a U.S. business that has a qualifying nexus to “critical technologies,” “critical infrastructure,” and/or “sensitive personal data” (collectively, a “TID U.S. business”) as those terms are defined in the CFIUS regulations. Certain foreign person investments in TID U.S. businesses may also be subject to mandatory pre-closing CFIUS filing requirements. Failure to make a required CFIUS filing may subject the transacting parties to significant civil fines.

Crown is unlikely to be a “U.S. business” (i.e., an entity engaged in interstate commerce in the United States) given its limited nexus to the United States. However, Catcha and its sponsor may each be regarded as a “foreign person” for CFIUS purposes. The sponsor is managed by non-U.S. persons. Accordingly, because CFIUS retains broad discretion in determining whether an entity is a “foreign person” and/or a “U.S. business,” Pubco, Catcha and Crown are unable to assure that the Business Combination would not be subject to CFIUS jurisdiction.

This risk of CFIUS intervention could impede the relevant parties’ ability to complete the Business Combination. CFIUS policies and practices are rapidly evolving, and in the event of a CFIUS review of a foreign acquisition or investment transaction, there can be no assurances that the foreign buyer or investor will be able to maintain, or proceed with, such transactions on terms acceptable to the parties. For example, CFIUS could seek to impose limits on purchasing Pubco’s stock, impose limits on information sharing with foreign person investors, require a voting trust or governance modifications, or force divestiture by certain investors, among other things. CFIUS may also prohibit the consummation of the Business Combination altogether should it determine that the transaction presents a significant national security risk. Even if we are able to successfully resolve questions of CFIUS jurisdiction or of national security risks in a favorable manner, we may be unable to

 

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do so prior to Catcha’s deadline for completion of an initial business combination. This delay may thus force Catcha to wind up and redeem all public shares and completely liquidate, which would result in shareholders being forced to forgo the investment opportunity in Crown, lose out on potential price appreciation in the combined company, and lead to the expiration of warrants in connection with the transaction.

Because of our limited resources and the significant competition for business combination opportunities, if the Business Combination is not completed, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, Catcha’s public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the redemption of their shares, and the Catcha’s public warrants will expire worthless.

We have encountered, and expect to continue to encounter, intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we believe there are numerous target businesses, we could potentially acquire should the Business Combination fail, with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of the Catcha Class A Ordinary Shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, Catcha’s public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the Trust Account and Catcha’s public warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share (which was the offering price in our initial public offering).

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Catcha’s public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

 

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Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption of our Catcha Class A Ordinary Shares, if we have not consummated an initial business combination by February 17, 2024 (or such earlier date as determined by the Catcha Board), or upon the exercise of the redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by Catcha’s public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to a letter agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors, service providers and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Catcha’s public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Catcha’s public shareholders may be reduced below $10.00 per public share.

 

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If, after we distribute the proceeds in the Trust Account to Catcha’s public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Catcha Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of the Catcha Board and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to Catcha’s public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, the Catcha Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying the public shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to Catcha’s public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Catcha’s public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Since the completion of our initial public offering, there has been a precipitous drop in the market values of companies formed through mergers involving special purpose acquisition companies. Accordingly, securities of companies such as ours may be more volatile than other securities and may involve special risks.

Since the completion of our initial public offering, there has been a precipitous drop in the market values of companies formed through mergers involving special purpose acquisition companies like ours. Throughout 2022 and 2023, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value. As a result, our securities are subject to potential downward pressures, which may result in high levels of exercise of redemptions rights, reducing the cash available from the Trust Account. If there are substantial redemptions, there will be a lower public float of our Catcha Class A Ordinary Shares following the Closing, which may cause further volatility in the price of our securities and adversely impact our ability to secure financing following the Closing of the Business Combination.

Securities of companies formed through mergers with special purpose acquisition companies such as ours may experience a material decline in price relative to the share price of the special purpose acquisition companies prior to the merger.

As with most special purpose acquisition companies’ initial public offerings in recent years, Catcha issued shares for $10.00 per share upon the closing of its initial public offering. As with other special purpose acquisition companies, the $10.00 per share price of Catcha reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account equal to approximately $10.00 per share prior to the Closing of the Business Combination. Following the Closing, the shares outstanding will no longer have any such redemption right and may be dependent upon the fundamental value of PubCo, as well as other relevant factors such as market conditions and trading multiples, and the securities of other companies formed through mergers with special purpose acquisition companies in recent years may be significantly less than $10.00 per share.

 

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Catcha’s public shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination.

The issuance of additional PubCo Ordinary Shares in the Business Combination, including the potential issuance of any PubCo Ordinary Shares after the Closing of the Business Combination pursuant to one or more subscription agreements with third-party investors named therein that PubCo may enter into, will dilute the equity interests of our existing shareholders and may adversely affect prevailing market prices for the Catcha Class A Ordinary Shares and/or Catcha’s public warrants. Catcha’s public shareholders who do not redeem their Catcha Class A Ordinary Shares may experience dilution from several additional sources to varying degrees in connection with and after the Business Combination. Additionally, PubCo following the Closing may determine, subject to the receipt of any shareholder or stock exchange approvals that may be required, to issue additional PubCo Ordinary Shares or other equity securities of equal or senior rank in connection with privately negotiated transactions following the consummation of the Business Combination.

The issuance of additional PubCo Ordinary Shares (or other equity securities of equal or senior rank) could have the following effects for holders of public shares who elect not to redeem their shares:

 

   

your proportionate ownership interest in PubCo following the Closing will decrease;

 

   

the relative voting strength of each previously outstanding share of PubCo Ordinary Shares following the Business Combination will be diminished; or

 

   

the market price of the PubCo Ordinary Shares and Catcha’s public warrants may decline.

The below sensitivity table shows the potential impact of redemptions on share ownership by non-redeeming shareholders in a no redemption scenario, 25% redemption scenario, 75% redemption scenario, and the maximum redemption scenario. The sensitivity table below also sets forth the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario. The sensitivity table does not show the deferred underwriting commissions incurred in connection with the initial public offering in each redemption scenario because J.P. Morgan, the underwriter for the initial public offering, has agreed to waive the deferred underwriting commissions. The information in the below sensitivity table has been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in the below sensitivity table. In addition, certain percentages presented in the below sensitivity table reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding. The calculations do not assume the receipt of proceeds from any PIPE financing or additional permitted financing, including any potential issuance of PubCo Ordinary Shares pursuant to one or more subscription agreements with third-party investors named therein that PubCo may enter into, or the issuance of any shares as a result thereof.

 

     Assuming
No Redemption(1)
    Assuming 25%
Redemption(2)
    Assuming 75%
Redemption(3)
    Assuming Maximum
Redemption(4)
 

Shareholders

   Ownership
in Shares
     Equity
%
    Ownership
in Shares
     Equity
%
    Ownership
in Shares
     Equity
%
    Ownership
in Shares
     Equity
%
 

Catcha Public Shareholders

     2,214,859        3.1     1,661,144        2.4     553,715        0.8     —          0.0

Sponsor

     7,500,000        10.6     7,500,000        10.6     7,500,000        10.8     7,500,000        10.9

CCM

     50,000        0.1     50,000        0.1     50,000        0.1     50,000        0.1

Polar(6)

     1,155,000        1.6     1,155,000        1.6     1,155,000        1.7     1,155,000        1.7

Crown Shareholders

     60,000,000        84.6     60,000,000        85.3     60,000,000        86.6     60,000,000        87.3
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Shares Outstanding Excluding Additional Dilution Sources

     70,919,859        100.00     70,366,144        100.00     69,258,715        100.00     68,705,000        100.00

 

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     Assuming No
Redemption(1)
    Assuming 25%
Redemption(2)
    Assuming 75%
Redemption(3)
    Assuming Maximum
Redemption(4)
 

Additional
Dilution Sources

   Ownership
in Shares
     Equity
%(5)
    Ownership
in Shares
     Equity
%(5)
    Ownership
in Shares
     Equity
%(5)
    Ownership
in Shares
     Equity
%(5)
 

PubCo Warrants(7)

     15,333,333        17.8     15,333,333        17.9     15,333,333        18.1     15,333,333        18.2