LeddarTech DEFM14AProxy related to merger

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

________________

SCHEDULE 14A

________________

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

Check the appropriate box:

PROSPECTOR CAPITAL CORP.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

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

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

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

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

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

The Proposals may be briefly summarized as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

To the Shareholders of Prospector Capital Corp.:

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

1.      The Business Combination Proposal

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

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

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

•        The preferred shares of LeddarTech will convert into common shares of LeddarTech and AmalCo will acquire all of the issued and outstanding common shares of LeddarTech from LeddarTech’s shareholders (other than any LeddarTech’s shareholders who have validly exercised their dissent rights in respect of the Company Arrangement Resolution in compliance with the dissent procedures set out in the Plan of Arrangement and the Interim Order or the CBCA, as applicable, and who have not withdrawn or been deemed to have withdrawn such exercise of dissent rights (the “Dissenting Shareholders”)) in exchange for common shares of AmalCo having an aggregate equity value of US$200 million (at a negotiated value of US$10.00 per share) plus an amount equal to the aggregate exercise price of LeddarTech’s outstanding “in the money” options immediately prior to the Prospector Amalgamation (the “Share Exchange”) plus additional AmalCo “earnout” shares (with the terms set forth in the Business Combination Agreement). The negotiated $10 per share equity value of the AmalCo shares to be issued to LeddarTech holders in exchange for all of the issued and outstanding Company Common Shares may not be considered as an indication as to the potential market price of the Surviving Company Common Shares upon the completion of the Business Combination, which is subject to numerous risks. See “Risk Factors — Risks Related to Ownership of Surviving Company Common Shares Following the Business Combination and the Surviving Company Operating as a Public Company — The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination, and an active market for the Surviving Company’s securities may not materialize, which would adversely affect the liquidity and price of the Surviving Company’s securities,” “ — Warrants will become exercisable for Surviving Company Common Shares, which would increase the number of shares eligible for future resale in the public market

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

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

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

2.      The Prospector Authorized Share Capital Proposal

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

3.      The A&R Prospector Governing Documents Proposal

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

4.      The Continuance Proposal

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

5.      The Amalgamation Proposal

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

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

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

FREQUENTLY USED TERMS

In this document:

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

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

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

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

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

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

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

“AmalCo Common Shares” means common shares of AmalCo.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“CBCA” means the Canada Business Corporations Act.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Court” means the Superior Court of Québec.

“Desjardins” means Fédération des caisses Desjardins du Québec.

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

“DTC” means the Depository Trust Company.

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

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

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

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

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

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

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

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

“GAAP” means United States generally accepted accounting principles.

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

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

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

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

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

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

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

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

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

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

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

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

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

“Nasdaq” means the Nasdaq Stock Market, LLC.

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

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

“PCAOB” means the Public Company Accounting Oversight Board.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Termination Date” means December 31, 2023.

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

EXCHANGE RATE INFORMATION

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

____________

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

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

INDUSTRY AND MARKET DATA

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

Trademarks, trade names and service marks

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

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

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

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

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

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

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

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

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

Q.     What matters will shareholders consider at the EGM?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.     Why is Prospector proposing the Business Combination Proposal?

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

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

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

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

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

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

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

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

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

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

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

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

Q.     Who is the Company?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.     What is the PIPE Financing?

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

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

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

Q.     How will the Sponsor vote?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.     Do I have redemption rights?

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

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

Q.     How do I exercise my redemption rights?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.     What do I need to do now?

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

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

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

Q.     How do I attend the EGM virtually?

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

Q.     How do I vote?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.     What is the quorum requirement for the EGM?

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

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

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

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

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

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

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

Q.     Who can help answer my questions?

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

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

You may also contact Prospector at:

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

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

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

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

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

RISK FACTORS

You should carefully consider the risks described below together with other information set forth in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. 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, financial condition, prospects, results of operations, and cash flow of the Surviving Company. Certain of the following risk factors apply to the business and operations of LeddarTech and will also apply to the business and operations of the Surviving Company following the completion of the Business Combination. If any of the following risks actually occurs, it may have a material adverse effect on the business, results of operations or financial condition of LeddarTech or the Surviving Company and could adversely affect the trading price of its common shares following the business combination. The risks described in this “Risk Factors” section may also be incorrect, incomplete and may change over time. If the risks and uncertainties that LeddarTech or the Surviving Company plan for are incorrect or incomplete, or if LeddarTech or the Surviving Company fail to fully understand and manage these risks successfully this failure may have a material adverse effect on the business, financial condition and results of operation of the Surviving Company following the Business Combination. The following risks should be read in conjunction with the financial statements and notes to the financial statements included herein.

Unless the context requires otherwise, references to “LeddarTech,” “we,” “us,” “our” and “the Company” in this section are to the business and operations of LeddarTech prior to the Business Combination and the business and operations of the Surviving Company as directly or indirectly affected by LeddarTech by virtue of the Surviving Company’s ownership of the business of LeddarTech following the Business Combination.

Risks Related to Our Business

Our recent transition from a sensory hardware-focused development business model to a sensory software-focused development business model means that effectively we are a “pre-revenue” business, and the transition makes evaluating our business and future prospects difficult and may increase the risk of your investment.

In fiscal 2022, LeddarTech transitioned its business activities into an automotive software business model pursuant to which it is developing and marketing raw data fusion and perception software solutions. Prior to this transition in its business plan, LeddarTech’s costs and revenues were principally related to the development, production and sale of hardware and sensor components. LeddarTech has a limited operating history under this new business model, and is operating in a rapidly evolving market. As a result, there is limited historical financial information that investors can use in evaluating LeddarTech’s business, strategy, operating plan, results, and prospects. Furthermore, LeddarTech has not yet successfully commercialized its software solutions.

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

We have a limited operating history under our new unproven business model and our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including a lack of operating history under our new business model. We cannot be certain that our business strategy will be successful or that we will be solvent at any particular time. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any company. If we fail to address any of these risks or difficulties adequately, our business will likely suffer. Because of the numerous risks and uncertainties associated with developing and commercializing our raw data fusion and perception software solutions, we are unable to predict the extent of any future losses or when we will become profitable, if ever. We may never become profitable and you may never receive a return on an investment in our securities. An investor in our securities must carefully consider the substantial challenges, risks and uncertainties inherent in the attempted development and commercialization of procedures and products in the sensory software industries. We may never successfully commercialize our LeddarVision™ solutions and our business may fail.

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

LeddarTech had an accumulated deficit of $468.9 million as at June 30, 2023, and, for the nine months ended June 30, 2023 and year ended September 30, 2022, incurred a net loss of $39.1 million and $73.4 million, respectively. LeddarTech realized net cash outflows related to operating and investing activities for the nine months ended June 30, 2023 amounting to $26.2 million and $9.2 million, respectively, and for the year ended September 30, 2022 amounting to $38.1 million and $12.0 million, respectively. As of June 30, 2023, on a pro forma basis giving effect to the completion of the PIPE Financing, the Business Combination, the payment of transaction-related expenses and the repayment of approximately $11.7 million (no redemption scenario) or $331,551 (maximum redemption scenario) of indebtedness, the Company would have had approximately $59.3 million (no redemption scenario) or $70.6 million (max redemption scenario) of indebtedness outstanding. See “Unaudited Pro Forma Condensed Combined Financial Information.” The Company is currently dependent on its shareholders and lenders to fund its operations, including the development of its technology. We have devoted most of our financial resources to research and development activities. We expect to continue to incur substantial and increased expenses, losses and negative cash flows as we expand our development activities and progress with the commercialization of our products.

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

We invest significant effort and money developing our sensory software solutions to support ADAS or AD applications, developed by OEMs or automotive system integrators that are direct suppliers to OEMs (“Tier 1” suppliers), which we intend to be incorporated in one or more specific vehicle models to be produced by the OEMs. We refer to the selection by a Tier 1 supplier of our software for inclusion in such ADAS or AD applications, for the purposes of submitting such applications to an OEM, as a “Tier 1 design and integration win.” We use the term “OEM design win” to refer to the selection by an OEM of our software, whether directly from us for integration in the ADAS or AD applications developed by the OEM, or through selection of a Tier 1 supplier’s ADAS or AD application integrating our software, for incorporation in specific vehicle models with identified SOPs. There is no assurance that a Tier 1 design and integration win will develop into an OEM design win.

We could expend significant resources pursuing, but fail to achieve, either a Tier 1 design and integration win or an OEM design win. While we are in various stages of discussion with Tier 1 suppliers and OEMs, we have not yet achieved an OEM design win, and there is no assurance that these assessments will result in either a Tier 1 design and integration win or an OEM design win in the future.

After an OEM design win, it is typically difficult for a product or technology that did not receive the design win to displace the winner until the OEM issues a new request for quotation because an OEM will generally not change complex technology already integrated in its systems until a vehicle model is revamped. In addition, the firm with the winning design may have an advantage with the OEM going forward because of the established relationship between the winning firm and the OEM, which would make it more difficult for that firm’s competitors to win the designs for other production models. If we fail to win a significant number of OEM design competitions in the future, then our business, results of operations, and financial condition would be adversely affected.

Because we have not yet achieved an OEM design win, we cannot be certain as to our revenue model and anticipated pricing terms, whether royalty fees on a per unit basis, fees for engineering services and software licensing, data streams and other revenue sources. Additionally, future contracts with OEMs and Tier 1 suppliers may have certain contractual rights to cancel or delay their orders under certain circumstances. Such cancelations or delays could materially and adversely affect our ability to generate revenue (which could in turn affect our ability to raise needed capital on reasonable terms), diminish supplier or customer willingness to enter into transactions with us and have other adverse effects that may decrease our long-term viability. If our products are not successfully developed or commercialized, including because of a lack of capital, if we do not achieve broad market acceptance of our products and services, or if we cannot agree on attractive pricing terms with our target customers, we will not achieve profitability and our business may fail.

Even if we achieve OEM design wins, prospective customers may not purchase our solutions in any certain quantity, at any certain price or at all, and there may be significant delays between the time we achieve either a Tier 1 design and integration win or an OEM design win and the time a contract for production is agreed to and we are able to realize revenue. Any failure to obtain OEM and Tier 1 customers for our solutions and services, whether following Tier 1 design and integration wins, OEM design wins or otherwise, would materially adversely affect our business, results of operations and financial condition.

If we achieve an OEM design win, any resulting contracts with customers may not require them to purchase our solutions in any certain quantity or at any certain price, and our sales could be less than we forecast if a vehicle model for which we achieved an OEM design win is unsuccessful (including for reasons unrelated to our solutions), if an OEM decides to discontinue or reduce production of a vehicle model or of the use of our solutions in a vehicle model, or if we face downward pricing pressure. As a result, achieving OEM design wins is not a guarantee of revenue, and our sales may not correlate with the achievement of additional OEM design wins. Moreover, pricing estimates are made at the time of a request for quotation by an OEM, so that worsening market or other conditions between the time of a request for quotation and an order for our solutions may require us to sell our solutions for a lower price than we initially expected. We may also face pricing pressures from our customers as a result of their restructuring, consolidation, and cost-cutting initiatives or as a result of increased competition. As a particular solution matures and unit volumes increase, we also generally expect its average selling price (“ASP”) to decline. If we are not able to introduce solutions with additional features and functionality at higher price points to offset price reductions, then our business, results of operations, and financial condition would be adversely affected.

Furthermore, our solutions are technologically complex, incorporate many technological innovations, and are typically subject to significant safety testing, and OEMs generally must make significant commitments of resources to test and validate our solutions before including them in any particular vehicle model. Our low-level sensor fusion and perception technology controls supports ADAS and autonomous driving solutions control of various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, and braking and therefore must be integrated effectively with the other systems of the vehicle developed by the OEM, our Tier 1 customers, and other suppliers, and we may be unable to achieve the requisite level of interoperability in a vehicle model for our solutions to be implemented even after an OEM design win. We expect the integration cycles of our solutions with new OEMs to be approximately one to three years after an OEM design win, depending on the OEM and the complexity of the solution. These integration cycles result in our investment of resources prior to realizing any revenue from a vehicle model. An OEM may choose to cancel production of the vehicle model for which we achieved the OEM design win or cancel or postpone the vehicle model.

In connection with any OEM design wins, we would expect to receive preliminary estimates from OEMs of their anticipated production volumes for the models relating to those design wins. Those estimates may be revised significantly by the OEMs, potentially multiple times, and may not be representative of future production volumes associated with those OEM design wins, which could be significantly higher or lower than estimated. Furthermore, long development cycles or vehicle model cancellations or postponements would adversely affect our business, results of operations, and financial condition.

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

Prior to 2022, we had been focused on research and development activities with a view to developing advanced detection and ranging systems and solutions based on light (“LiDAR”). As of June 30, 2023, we had an accumulated deficit of approximately $468.9 million. We do not know whether or when we will become profitable. Our losses have resulted principally from disbursements made in development and discovery activities. The opinion of our independent registered public accounting firm on our audited financial statements as of and for the year ended September 30, 2022 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. We expect to continue to incur losses for the foreseeable future.

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

The Surviving Company will likely have limited sources of liquidity upon closing of the Business Combination. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information” and our historical combined financial statements and the accompanying notes included elsewhere in this proxy statement/prospectus. In addition, following the closing of the Business Combination, the Surviving Company must retain a minimum cash balance under its current debt obligations of at least $5 million, which amounts would be restricted. See “— The Surviving Company’s liquidity position will be further constrained by the requirement to maintain a minimum cash balance of at least $5.0 million following completion of the Business Combination. If the Surviving Company is not able to maintain compliance with the minimum cash balance requirements, its debt obligations may be declared due and payable at a time when the Surviving Company does not have sufficient resources to repay such debt obligations.”

If the Surviving Company does not raise additional capital in sufficient amounts in connection with the Business Combination, and even if there are no redemptions of Prospector Class A Shares, the Surviving Company will need to reduce its operating costs to ensure sufficient liquidity for its operations and to comply with the requirements of its debt obligations.

The Company has developed a flexible and scalable cost management plan to be implemented to the extent deemed necessary and appropriate so that the Surviving Company can maintain operating costs at targeted levels (through strict cost control and budgeting discipline) to ensure operating costs will not exceed anticipated available liquidity. The cost management plan includes the possibility of significant reduction in product development expenditures, significant headcount reductions, and compensation adjustments. The extent to which the cost management plan would need to be implemented will be dependent upon several factors, including the extent of the proceeds to be received by the Surviving Company from the Trust Account, the scope and terms of any forbearance agreement, waiver, amendment to, or relief from, the minimum cash covenant applicable to the Surviving Company following the completion of the Business Combination that LeddarTech is currently discussing with one of its lenders, and the amount and extent to which the Company or the Surviving Company is able to raise additional capital in a timely manner, if at all.

Based on current expectations for the Surviving Company’s unencumbered cash balance at completion of the Business Combination, it is expected that the Surviving Company will need to implement the cost management plan to some degree if it is not successful in its efforts to raise additional capital, and depending on the level of relief from the minimum cash covenant LeddarTech is able to negotiate with its lender. Implementation of the cost management plan, if necessary, may materially adversely affect the Surviving Company in a number of ways, and would exacerbate risks to which the Surviving Company is already subject. For example, a reduction in product development expenditures and headcount reductions may materially limit the Surviving Company’s ability to complete, test and offer to the market a comprehensive suite of integrated features and services, and if the Surviving Company is only able to offer a limited suite of features and services, it will be less likely to realize the full revenue and profitability potential of its solutions and less able to effectively compete in its targeted markets. Implementation of the cost management plan may also significantly reduce the number of Tier 1 and OEM customers that the Surviving Company would be able to support, which in turn would be expected to have a material adverse effect on its revenue and potential profitability. See “— Implementation of the Company’s cost management plan may have a significant material adverse effect on the Surviving Company’s operations and future prospects” and “— We operate in a highly competitive, dynamic and rapidly changing market and compete against a large number of established competitors and new market entrants, some of whom have substantially greater resources.” Implementation of the cost management plan also may adversely affect the Surviving Company’s ability to retain skilled software engineers and other key employees. See “— If we are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected.” Further, a reduction in headcount across the Surviving Company may adversely affect the Surviving Company’s ability to timely prepare and publish accurate financial information, develop effective internal controls over financial reporting and remediate existing significant deficiencies and material weaknesses (or identify significant deficiencies and material weaknesses in the future). See “— Risks Related to Ownership of Surviving Company Common Shares Following the Business Combination and the Surviving Company Operating as

a Public Company — We have identified material weaknesses in our internal control over financial reporting, and we may identify additional material weaknesses in the future.” In connection with any cost reduction plans or activities, the Company will be required to incur cash and non-cash expenses.

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

Pursuant to the terms of the Desjardins Credit Facility, LeddarTech is required to maintain a minimum cash balance of $5.0 million following completion of the Business Combination.

This requirement will apply to the Surviving Company following completion of the Business Combination, and will limit the Surviving Company’s liquidity. If there are significant redemptions of Prospector Class A Shares in connection with the Business Combination, unless the Surviving Company raises sufficient additional capital, the Surviving Company would be unable to comply with the minimum cash balance requirement within a short time following the closing of the Business Combination, absent an agreement by the lender to further amend, waive or otherwise provide relief from this minimum cash covenant. If the Surviving Company is unable to enter into a forbearance agreement, waiver or amendment with, or obtain other relief from, Desjardins, or following such receipt of such relief is nonetheless unable to comply with its terms, and as a result the Surviving Company were to fail to comply with such minimum cash balance requirements, Desjardins would have the right to declare the Desjardins Term Loan to be due and payable, and if it elected to do so, approximately $62.3 million (no redemption scenario) or $73.7 million (maximum redemption scenario) aggregate principal amount of indebtedness of the Surviving Company (including the convertible notes issued in the PIPE Financing) would also be subject to acceleration. While the Surviving Company may seek additional financing to avoid or cure such an outcome or seek from Desjardins further forbearance, waiver or other relief from such requirements, there is no assurance that it would be able to do so on commercially reasonable terms, or at all. In such circumstances, the Surviving Company’s ability to continue as a going concern would be materially and adversely affected and investors in the Surviving Company’s common shares could lose all or a substantial part of their investment.

Any significant reduction in headcount as part of the implementation of the Company’s cost management plan may have a material adverse effect on the Surviving Company’s operations and future prospects.

Pursuant to the Company’s cost management plan, in the event the Company does not raise sufficient additional capital, we expect that the Surviving Company will reduce its employee headcount following completion of the Business Combination. Such headcount reduction would result in a substantial decrease in the number of Surviving Company employees to the extent the cost management plan is fully implemented. The extent of any headcount reduction will be based primarily on management’s assessment of available liquidity, key operating and business needs, and prevailing conditions at the time. Any significant reduction in headcount has the potential to materially adversely affect our operations and future operating results, including by:

•        delaying our ability to timely deliver operational software solutions to our target customers;

•        impairing our ability to obtain requisite industry certifications, which would then need to be obtained by the Tier 1 or OEM customer;

•        restricting our ability to calibrate and configure our software solutions for more than one set of sensor types, which may make our solutions less appealing to our customers and delay our ability to sell our software solutions to a broad range of Tier 1 and OEM customers;

•        delaying our ability to expand the domain capabilities of our software solutions, such as being able to market our software solution for use in snow conditions without additional software capabilities being added to our solutions, which we would be unable to do on the same timeframe as if we had not reduced our headcount; and

•        further limiting our revenue opportunities due to the fact that a reduced headcount would constrain our ability to service a desired number of Tier 1 and OEM customers.

Each of these potential consequences of any headcount reductions could adversely affect the marketability of our software solutions and the timing and extent of our ability to generate revenue. Additionally, significant headcount reductions may adversely impact our accounting and finance function, and make it more difficult to remediate existing significant deficiencies and material weaknesses. Reductions in headcount also will result in immediate severance and other cash costs, which could be significant and may therefore reduce the effectiveness and objectives of our cost management plan in the short-term. Realization of any of these consequences of a headcount reduction could materially adversely affect our business, results of operations, and financial condition.

We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations and financial condition would be adversely affected.

To compete successfully, we must maintain successful research and development efforts, develop new solutions, and improve our existing solutions, all ahead of competitors. We are focusing our research and development efforts across several key emerging technologies, including computer vision, software-defined radar and solid-state LiDAR, low-level sensor fusion, and the LeddarVision™ Front — Entry-Level, LeddarVision™ Premium Surround and LeddarVision™ Parking systems. These are ambitious initiatives, and we cannot guarantee that all of these efforts will deliver the benefits we anticipate or be homologated as expected. We must make research and development investments based on our views of the most promising approaches to address future customer needs in rapidly evolving markets, and we cannot be certain that we will target out research and development investments appropriately, or correctly anticipate the manner in which these markets will evolve. To the extent our research and development efforts do not produce timely improvements in utility, accuracy, safety, cost and operational efficiency, our competitive position will be harmed. We do not expect all of our research and development investments to be successful. Some of our efforts to develop and market new solutions may fail, and the solutions we invest in and develop may be rejected by regulators or may not be well received by customers, who may adopt competing technologies. We make significant investments in research and development, and our investments at times may not contribute to our future operating results for several years, if at all, and such contributions at times may not meet our expectations or even cover the costs of such investments, which would adversely affect our business, results of operations, and financial condition.

We have incurred material charges in connection with our decision to exit our modules and components business, and may incur additional charges related to the related exit activities in the future.

In connection with the Company’s transition to a pure-play automotive software business model, the Company is exiting its modules and components business. In connection with this decision, the Company incurred restructuring costs of approximately $2.1 million during the nine months ended June 30, 2023. During the same period, the Company wrote down inventory by approximately $1.8 million and recorded an onerous contract loss of approximately $1.0 million. The Company may incur additional charges in connection with the exit from its modules and components business.

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

The historical combined financial information included in this proxy statement/prospectus may not be meaningful to an understanding of our results of operations, financial position, and cash flows in the future or what they would have been had we been pursuing our sensory software-focused business model strategy during the years presented. Our historical financial data presented in this proxy statement/prospectus includes costs of our business under our prior sensory hardware-focused business strategy, which may not, however, reflect the expenses we would have incurred had we pursued our current sensory software-focused business model during the years presented. Actual costs that may have been incurred if we had pursued our sensory software-focused business model would depend on a number of factors, including the extent of research and development costs, data acquisition and storage costs, and other strategic decisions. We have provided pro forma financial information that gives effect to the Business Combination, the PIPE Financing and the use of net proceeds from the PIPE Financing, as further described under “Unaudited Pro Forma Condensed Combined Financial Information.” The pro forma financial information included in this proxy statement/prospectus is also not representative of our results had we been pursuing our sensory software-focused business model during the periods presented. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information” and our historical combined financial statements and the accompanying notes included elsewhere in this proxy statement/prospectus.

If we determine that our goodwill or intangible assets have become impaired, we could incur significant charges that would have a material adverse effect on our results of operations and financial condition.

As of June 30, 2023, the amounts of goodwill and intangible assets on our consolidated balance sheet subject to future impairment testing were $7.3 million and $40.3 million, respectively. Pursuant to IAS 36, we capitalize costs for product development projects. Initial capitalization of costs is based on management’s judgment that the Company can demonstrate the existence of a market for the product developed and that it will have the technical and financial capacity to complete the project until commercialization. Therefore, we conduct regular tests to determine if impairment has occurred. If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of intangible assets and the implied fair value of the intangible assets in the period the determination is made. This testing of intangible assets for impairment requires us to make significant estimates about our future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions; changes in business operations; changes in competition; or potential changes in the price of the Surviving Company Common Shares and the Surviving Company’s market capitalization. Changes in these factors, or changes in actual performance compared with estimates of our future performance, could affect the fair value of goodwill or other intangible assets, which may result in an impairment charge. We cannot accurately predict the amount or timing of any impairment of assets. Should the value of our goodwill or other intangible assets become impaired, we could incur significant charges that would have a material adverse effect on our results of operations and financial condition.

If we are unable to develop and introduce new solutions and improve existing solutions in a cost-effective and timely manner, then our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected.

Our business, results of operations, and financial condition depend on our ability to complete development of our raw data fusion and perception software solutions for the automotive market and to develop and introduce new and enhanced solutions that incorporate and integrate the latest technological advancements in sensing and perception technologies, software and hardware, and camera, radar, LiDAR, mapping, and AI technologies to satisfy evolving customer, regulatory, and safety rating requirements. For example, we will need to complete the development in a cost-effective manner of new generations of our LeddarVision™ Front — Entry-Level and LeddarVision™ Surround View Solution, each of which are important components of our planned approach to address the ADAS consumer and off-road vehicle markets. This proxy statement/prospectus contains descriptions of our current expectations regarding the time frame in which we expect to have our software solutions deployed by our Tier 1 customers. See “Information About LeddarTech.” These time periods are subject to significant uncertainty. We may encounter significant unexpected technical and production challenges, or delays in completing the development of these and other solutions and ramping production in a cost-efficient manner. The development of these and other new and enhanced solutions requires us to invest resources in research and development and also requires that we:

•        design innovative, accurate, and safety- and comfort-enhancing functions that differentiate our solutions from those of our competitors;

•        continuously improve the reliability of, and reduce and ultimately remove the requirement for human intervention with, our autonomous driving technology;

•        cooperate effectively on new designs and development with our customers, suppliers and partners;

•        respond effectively to technological changes and product announcements by our competitors; and

•        adjust to changing customer requirements, market conditions, and regulatory and rating standards quickly and cost-effectively.

If we must significantly reduce our operating costs, we could experience delays in completing development of our solutions. If there are delays in, or if we fail to complete when expected or at all, our existing and new development programs, we may not be able to satisfy our customers’ requirements, achieve either Tier 1 design and integration wins or OEM design wins with our target customers, or achieve market acceptance of our solutions, and our business, results of operations, and financial condition would be adversely affected.

We operate in a highly competitive, dynamic and rapidly changing market and compete against a large number of established competitors and new market entrants, some of whom have substantially greater resources.

The markets for sensing technology applicable to the ADAS and AD industries are highly competitive, dynamic and rapidly changing. Our future success will depend on our ability to remain a leader in our targeted markets by continuing to develop and protect from infringement low-level sensor fusion and perception software in a timely manner and to stay

ahead of existing and new competitors. Our competitors are numerous and they compete with us directly by offering sensor software and indirectly by attempting to solve some of the same challenges with different technology. We face competition from sensor fusion and perception software companies, Tier 1 suppliers and other technology and automotive supply companies, and OEMS, and most of our principal competitors have significantly greater resources than we do. In the automotive market, our competitors have commercialized both LiDAR and non-LiDAR-based ADAS technology that has achieved market adoption, strong brand recognition and may continue to improve. Other competitors are working towards commercializing autonomous driving technology and either by themselves, or with a publicly announced partner, have substantial financial, marketing, research and development and other resources. Some of our existing and prospective customers in the ADAS and AD markets have announced development efforts or made acquisitions directed at creating their own sensing technologies, which would compete with our solutions. We cannot be certain how close these competitors may be to commercializing autonomous driving systems or novel ADAS applications.

If our target customers purchase a competing solution from any of our competitors, it may be difficult to displace such competitor with our solutions until the OEM issues a new request for quotation because an OEM will generally not change complex technology already integrated in its systems until a vehicle model is revamped. Accordingly, it is important that the Company achieve both Tier 1 design and integration wins and OEM design wins with its target customers quickly. If we must significantly reduce our operating costs, we could experience delays in completing development of our solutions, and suffer significant competitive disadvantage.

Additionally, increased competition may result in pricing pressure and reduced margins and may impede our ability to increase the sales of our products or cause us to lose market share, any of which will adversely affect our business, results of operations and financial condition.

We expect that a substantial portion of future revenue will come from a small number of OEMs and Tier 1 customers, and the loss of or a significant reduction in sales to, one or more of major Tier 1 customers and/or the discontinued incorporation of our solutions by one or more major OEMs in their vehicle models, would materially adversely affect our business, results of operations and financial condition.

We seek to supply OEMs with the LeddarVision™ platform directly or through our arrangements with Tier 1 suppliers, which are direct suppliers to OEMs. See “— Even if we achieve OEM design wins, prospective customers may not purchase our solutions in any certain quantity, at any certain price or at all, and there may be significant delays between the time we achieve either a Tier 1 design and integration win or an OEM design win and the time a contract for production is agreed to and we are able to realize revenue. Any failure to obtain OEM and Tier 1 customers for our solutions and services, whether following Tier 1 design and integration wins, OEM design wins or otherwise, would materially adversely affect our business, results of operations and financial condition.”

We believe our business, results of operations, and financial condition for the foreseeable future will likely depend on sales to a relatively small number of Tier 1 customers and the incorporation of our solutions by a relatively small number of OEMs in their vehicle models. In the future, our target OEM and Tier 1 customers may decide not to purchase our solutions or may alter their purchasing patterns, and OEMs may discontinue incorporation of our solutions in their vehicle models, including as a result of a transition to in-house solutions or solutions provided by our competitors, or their individual or aggregate production levels may decline due to a number of factors, including supply chain challenges and macroeconomic conditions. Further, the amount of revenue attributable to any single OEM or Tier 1 customer, or our OEM and Tier 1 customer concentration generally, may fluctuate in any given period. In the event we achieve OEM design wins in the future, the loss of one or more key OEM or Tier 1 customers, a reduction in sales to any key OEM or Tier 1 customer, the discontinued or decreased incorporation of our solutions by a key OEM, or our inability to attract new significant Tier 1 customers and OEMs would negatively impact our revenue and adversely affect our business, results of operations, and financial condition.

We have entered into strategic collaborations, but not yet signed commercial agreements, with two Tier 1 suppliers. If we fail to sign commercial agreements with those prospective customers, or to subsequently achieve an OEM design win with such customers, our future business, results of operations and financial condition would be adversely affected.

We are in various stages of discussion with Tier 1 suppliers and OEMs, covering more than 30 design win opportunities. As a result of such discussions, we have publicly announced strategic collaborations with Trimble Inc. (“Trimble”) and FICOSA ADAS S.L. (“Ficosa”), each a leading Tier 1 supplier in the automotive industry. Trimble has recently announced an agreement to transfer its agricultural technology business (the division with which LeddarTech has a strategic collaboration) to a joint venture with AGCO Corp. Upon completion of their transaction, it is expected that

AGCO will own 85% of the joint venture, with Trimble retaining the remaining 15%. It is not clear at this time how the change in ownership of this business will affect LeddarTech’s strategic collaboration. See “Information about LeddarTech — Company Overview.” We have not yet entered into commercial agreements with any Tier 1 supplier or OEM, and there is no assurance that these strategic collaborations will result in either commercial agreements or OEM design wins.

In the event we execute commercial agreements with prospective customers, such agreements may have contractual rights to cancel or delay orders, or the timeframe for development and integration of our software may be extended beyond the timing provided for in such agreements, potentially resulting in the agreements expiring without generating revenue or achieving OEM design wins. Any subsequent renegotiation of such agreements may result in terms less favorable to us. Such cancelations, delays, expirations and renegotiations could materially and adversely affect our ability to generate revenue (which could in turn affect our ability to raise needed capital on reasonable terms), diminish supplier or customer willingness to enter into transactions with us and have other adverse effects that may decrease our long-term viability. See “— We have not achieved any OEM design wins, and while we have invested significant time, funds and efforts seeking OEM and Tier 1 selection of our solutions, our solutions ultimately may not be chosen for use in production models. If we fail to achieve OEM design wins after incurring substantial expenditures in these efforts, our future business, results of operations and financial condition would be adversely affected.”

Product integration could face complications or unpredictable difficulties, which may adversely impact customer adoption of our products and our financial performance.

Our products are designed to function as part of a system, and therefore are to be integrated with other sensing technologies, software products and customer applications. Required integration efforts can be time consuming and costly and there is no guarantee that results will be satisfactory to the end customer. These challenges are even more present in the automotive sector where components are subject to as much as several years of product and design validation before they are fitted into a vehicle program. While the Company expects to work with system integrators which lend their experience to these workstreams, there is no guarantee that unforeseen delays or setback would not arise that would impair our ability to launch with key programs across our sectors of focus.

Our business may suffer from claims relating to, among other things, actual or alleged defects in our solutions. If our solutions actually or allegedly fail to perform as expected, publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions.

Our software products are complex and, from time to time, have had, and could have or could be alleged to have, defects in design, security vulnerabilities or other errors, failures, or other issues of not functioning in accordance with their specifications or as expected. Some errors or defects in our solutions have been, and could be, initially undetected and only discovered after they have been tested, commercialized, and deployed by customers. Alleged or actual defects in any of our solutions could result in adverse publicity for us, warranty claims, litigation against us, legal expenses and damages, our customers never being able to commercialize technology incorporating our solutions, negative publicity for our customers, and other consequences. Errors, defects, or security vulnerabilities could result in serious injury to or death of the end users of vehicles incorporating our solutions, or those in the surrounding area, including as a result of traffic accidents and collisions. If that is the case, we would incur significant additional development costs and product recall, repair, or replacement costs.

If any of our solutions are or are alleged to be defective, we may be required to participate in a recall involving such solutions. Each vehicle manufacturer has its own practices regarding product recalls and other product liability actions relating to its suppliers. However, as suppliers become more integrally involved in the vehicle design process, OEMs may look to their direct and indirect suppliers for contribution when faced with recalls and product liability claims. OEMs also require their suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. Depending on the terms under which we supply products to a Tier 1 customer or OEM, a vehicle manufacturer may attempt to hold us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties when the OEM asserts that the solution supplied did not perform as warranted. Our potential liability may increase to the extent that OEMs increasingly purchase our products directly, as opposed to incorporating our solutions through indirect purchases from our Tier 1 customers. Product liability, warranty, and recall costs would have an adverse effect on our business, results of operations, and financial condition. In addition, product liability claims present the risk of protracted litigation, legal fees, and diversion of management’s attention from the operation of our business, even if our defense of these claims is ultimately successful.

Furthermore, the automotive industry in general is subject to significant litigation claims due to the potentially severe consequences of traffic collisions or other accidents. As a provider of solutions related to, among other things, preventing traffic collisions and other accidents, we could be subject to litigation for traffic collisions or other

accidents, even if our solutions or their features or the failure thereof did not cause any particular traffic collision or accident. We expect in the future that our technology will be involved in accidents resulting in death or personal injury, and such accidents where our solutions or their features are involved may be the subject of significant public attention. There also remains significant uncertainty in the legal implications to providers of emerging ADAS and AD technologies of traffic collisions or other accidents involving such technologies, particularly given variations in legal and regulatory regimes that are emerging in different jurisdictions, and we may become liable for losses that exceed the current industry norms as the regulatory and legal landscape develops.

Publicity regarding claims involving our solutions can also have an adverse effect on our reputation and the reputation for low-level sensor fusion technology, and the ADAS and AD solutions utilizing such technology, which could decrease consumer demand for vehicles incorporating these technologies. Further, enhanced publicity surrounding such claims may also increase the regulatory scrutiny of our platforms, which could have a material adverse effect on our ability to complete our business plans.

Although we intend to use disclaimers, limitations of liability, and similar provisions in our agreements with our customers, there is no assurance that any or all of these provisions will prove to be effective barriers to product liability claims. In addition, although we intend to procure and maintain product liability insurance in respect of our software solutions, there is no assurance that such insurance will be adequate to cover any or all of our potential losses as a result of large deductibles and broad exclusions. The cost of such insurance may substantial, and there can be no assurance that such insurance will be available in adequate amounts or on acceptable terms, or at all. Our insurers may also discontinue our insurance coverage, and we may be unable to find replacement insurance on acceptable terms, or at all.

If we are unable to overcome our limited sensory fusion solutions sales history and are unable establish and maintain confidence in our long-term business prospects among our customer prospects and within our industry or are subject to negative publicity, then our future business, results of operations and financial condition would be adversely affected.

OEMs and Tier 1 customers may be less likely to purchase our sensor fusion solutions if they are not convinced that our business will succeed or that our service and support and other operations will continue in the long term.

Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among OEMs, Tier 1 customers, suppliers, analysts, ratings agencies and other parties in our products, long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as customer unfamiliarity with low-level sensor fusion solutions, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of autonomous vehicles or our other services and our production and sales performance compared with market expectations.

We are highly dependent on the services of our senior executive officers and loss of key personnel could impair our success.

We are highly dependent on our senior executive officers, including Frantz Saintellemy, our President and Chief Operating Officer. Our current Chief Executive Officer, Charles Boulanger, is expected to retire from his position as Chief Executive Officer, but to continue as a member of the board of directors of the Surviving Company. Mr. Saintellemy (who will succeed Mr. Boulanger as Chief Executive Officer) and other members of our executive team are highly active in our management and allocate a significant amount of time to our company. The loss of Messrs. Saintellemy or other members of our executive team would adversely affect our business because their loss could make it more difficult to, among other things, compete with other market participants, manage our R&D activities and retain existing customers or cultivate new ones, particularly if any such departure occurs while the Surviving Company is operating under its cost management plan. Negative public perception of, or negative news related to, Mr. Saintellemy and other members of our executive team may adversely affect our brand, relationship with customers or standing in the industry.

Additionally, we have relied on the services of interim chief financial officers and consultants to the Chief Executive Officer since April 2022, which consultants have served as our principal financial officers and principal accounting officers. With the closing of the Business Combination, we will move forward with Mr. Saintellemy as our new Chief Executive Officer and we appointed Christopher Stewart as our new Chief Financial Officer in September 2023. The loss of senior executive officers or key personnel and any difficulty in recruiting and retaining appropriately qualified replacements could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected.

Hiring and retaining qualified executives, developers, engineers, technical staff, and sales representatives are critical to our business. The competition for highly skilled employees in our industry is increasingly intense. Competitors for technical talent increasingly seek to hire our employees. Changes in the interpretation and application of employment-related laws to our workforce practices may also result in increased operating costs and less flexibility in how we meet our changing workforce needs. To help attract, retain, and motivate qualified employees, we intend to use employee incentives such as share-based awards. Our employee hiring and retention also depend on our ability to build and maintain a diverse and inclusive workplace culture and be viewed as an employer of choice. If our share-based or other compensation programs and workplace culture cease to be viewed as competitive, our ability to attract, retain, and motivate employees would be weakened, which would harm our results of operations. Equity compensation has been, and will continue to be, an important part of our future compensation strategy and a significant component of our future expenses, which we expect to increase over time. Moreover, sustained declines in our stock price can reduce the retention value of our share-based awards. If we do not effectively hire, onboard, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected.

Unplanned changes in our management team can also disrupt our business. Our management and senior leadership team has significant industry experience, and their knowledge and relationships would be difficult to replace. Leadership changes may occur from time to time, and we cannot predict whether significant unplanned resignations will occur or whether we will be able to recruit qualified personnel. In addition, the relationships and reputation that members of our management and key leadership have established and maintain with our target Tier 1 and OEM customers contribute to our ability to maintain strong relationships with key partners and to identify new business opportunities.

As part of growing our business, we may make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, then our business, results of operations and financial condition could be materially adversely affected, and our stock price could decline.

From time to time, we may undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter into new markets or sales territories. In addition to possible shareholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt our business strategy if we fail to do so. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

To date, we have limited experience with acquisitions and the integration of acquired technology and personnel. Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect our business, financial condition and results of operations and could cause our stock price to decline.

Continued pricing pressures and customer cost reduction initiatives may result in lower than anticipated margins, or losses, which may adversely affect our business.

Cost-cutting initiatives adopted by our customers often result in increased downward pressure on pricing. We expect that our agreements with customers may require step-downs in pricing over the term of the agreement or, if commercialized, over the period of production. In addition, our customers may reserve the right to terminate their supply contracts for convenience, which enhances their ability to obtain price reductions. Automotive OEMs also possess significant leverage over their suppliers because the automotive component supply industry is highly competitive, serves a limited number of customers and has a high fixed cost base. We expect to be subject to substantial continuing pressure from customers and suppliers to reduce the price of our products. It is possible that pricing pressures beyond our expectations could intensify as customers pursue restructuring, consolidation and cost-cutting initiatives. If we are unable to generate sufficient production cost savings in the future to offset price reductions, our gross margin and profitability would be adversely affected.

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

The Surviving Company will need to raise additional capital to, among other things, conduct research and development, and to complete development, testing, qualification, and marketing of its solutions, including its Surround View Solution (LVS-2+). If the Surviving Company is not successful in raising additional capital, it is expected that it will need to implement a cost management plan that could have a number of material adverse effects on its business, operations and profitability. See “— The Surviving Company will likely have limited sources of available liquidity following completion of the Business Combination and if it does not raise additional capital is expected to operate under an alternative operating plan. If the Surviving Company does not secure additional sources of capital in connection with the Business Combination, it will need to reduce its operating costs to ensure sufficient liquidity for its operations and to comply with the requirements of its debt obligations. A reduction in the Surviving Company’s operating costs may materially adversely affect the Surviving Company in a number of ways.” The Surviving Company’s future capital requirements may be uncertain and actual capital requirements may be different from those it currently anticipates. The Surviving Company may seek equity or debt financing to finance a portion of its future capital expenditures. Such financing might not be available to it in a timely manner or on terms that are acceptable, or at all.

The Surviving Company’s ability to obtain the necessary financing to carry out its business plan is subject to a number of factors, including general market conditions and investor acceptance of its business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to it. In particular, recent disruptions in the financial markets and volatile economic conditions could affect its ability to raise capital. The Surviving Company’s future capital needs and other business reasons could require it to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute its shareholders. See “The public shareholders will experience immediate dilution as a consequence of the issuance of Surviving Company Common Shares as consideration in the Business Combination and the PIPE Financing and due to future issuances pursuant to the Incentive Plan, and may experience future dilution in the event of the vesting and conversion of the Surviving Company Earnout Non-Voting Special Shares.” The issuance of debt securities and incurrence of additional indebtedness would result in increased debt service obligations. Holders of any debt securities or preferred shares will have rights, preferences and privileges senior to those of holders of its common shares in the event of liquidation. Any financial or other restrictive covenants from any debt securities would restrict its operations or its ability to pay dividends to its shareholders.

We are affected by fluctuations in currency exchange rates, including those in connection with recent inflationary trends in the United States, Canada, and globally.

We are exposed to adverse as well as beneficial movements in currency exchange rates. Our functional currency is the Canadian dollar, and we incur financial expenses in connection with fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in U.S. dollars and other currencies. Our financial results are reported in Canadian dollars and a substantial portion of our payroll and other operating expenses are accrued in New Israel Shekels and U.S. dollars. A weakened Canadian dollar will increase the cost of expenses such as payroll, utilities, tax, marketing expenses, and capital expenditures. We anticipate that we will realize a substantial portion of our revenue in U.S. dollars. A decline in the value of the U.S. dollar relative to the Canadian dollar could adversely affect our reported revenue. Changes in exchange rates would adversely affect our business, results of operations, and financial condition.

Global or regional conditions can adversely affect our business, results of operations, and financial condition.

We have testing, research and development, sales and other operations in several other countries, and some of our business activities are concentrated in one or more geographic areas. As a result, our business, operating results, and financial condition, including our ability to test, design, develop, or sell products, and the demand for our solutions, are at times adversely affected by a number of global and regional factors outside of our control.

Adverse changes in global or regional economic conditions periodically occur, including recession or slowing growth, changes, or uncertainty in fiscal, monetary, or trade policy, higher interest rates, tighter credit, inflation, lower capital expenditures by businesses including on IT infrastructure, increases in unemployment and lower consumer confidence and spending. Adverse changes in economic conditions can significantly harm demand for our solutions and make it more challenging to forecast our operating results and make business decisions, including regarding

prioritization of investments in our business. An economic downturn or increased uncertainty may also lead to increased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced liquidity, adverse impacts on our suppliers, failures of counterparties including financial institutions and insurers, asset impairments and declines in the value of our financial instruments.

Additionally, VayaVision Sensing Ltd. (“VayaVision”), our subsidiary that conducts a substantial portion of our research and development activities, is located in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, as well as incidents of terror activities and other hostilities, and a number of state and non-state actors have publicly committed to its destruction. Political, economic and security conditions in Israel could directly affect our operations. We could be adversely affected by hostilities involving Israel, including acts of terrorism or any other hostilities involving or threatening Israel, the interruption or curtailment of trade between Israel and its trading partners, a significant increase in inflation or a significant downturn in the economic or financial condition of Israel. The current hostilities between Israel and Hamas, and any escalation of such hostilities, as well as any future armed conflicts, terrorist activities, tension along the Israeli borders or with other countries in the region, including Iran, or political instability in the region could disrupt international trading activities in Israel and may materially and negatively affect our business and could harm our results of operations. In connection with the current hostilities with Hamas, Israel has called up 360,000 reservists, including a number of VayaVision’s employees. The call-up of reservists, and any additional call-up in the future, could also negatively affect our business, and harm our results of operations.

Certain countries, as well as certain companies and organizations, continue to participate in a boycott of Israeli companies, companies with large Israeli operations and others doing business with Israel and Israeli companies. The boycott, restrictive laws, policies or practices directed towards Israel, Israeli businesses or Israeli citizens could, individually or in the aggregate, have a material adverse effect on our business in the future.

We can be adversely affected by other global and regional factors that periodically occur, including:

•        geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity;

•        natural disasters, public health issues (including the COVID-19 pandemic) and other catastrophic events;

•        inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting or telecommunications providers;

•        formal or informal imposition of new or revised export, import or doing-business regulations, including trade sanctions, tariffs, and changes in the ability to obtain export licenses, which could be changed without notice; government restrictions on, or nationalization of, our operations in any country, or restrictions on our ability to repatriate earnings from a particular country;

•        adverse changes relating to government grants, tax credits or other government incentives, including more favorable incentives provided to competitors;

•        differing employment practices and labor issues;

•        ineffective legal protection of our intellectual property rights in certain countries;

•        local business and cultural factors that differ from our current standards and practices;

•        continuing uncertainty regarding social, political, immigration and tax and trade policies; and

•        fluctuations in the market values of any of our investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors.

Catastrophic events can adversely affect our business, results of operations, and financial condition.

Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues (including the COVID-19 pandemic), cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or information

technology systems and networks (“IT systems”) providers, production equipment failures or other catastrophic events. For example, we have at times experienced disruptions in our production processes as a result of power outages, improperly functioning equipment, and disruptions in supply of raw materials or components, including due to cybersecurity incidents affecting our suppliers. Global climate change can result in certain natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding. The long-term effects of climate change on the global economy and the IT industry in particular are unclear, but could be severe.

Catastrophic events could make it difficult or impossible to produce or deliver products to our customers, receive production materials from our suppliers or perform critical functions, which could adversely affect our revenue and require significant recovery time and expenditures to resume operations. While we maintain business recovery plans, some of our systems are not fully redundant and we cannot be sure that our plans will fully protect us from such disruptions. Furthermore, even if our operations are unaffected or recover quickly, if our customers or suppliers cannot timely resume their own operations due to a catastrophic event, we may experience reduced or cancelled orders or disruptions to our supply chain that would adversely affect our business, results of operations, and financial condition.

Disruptions in financial markets may adversely impact the availability and cost of credit and have other adverse effects on us and the market price of our stock.

Our ability to make scheduled payments on, or to refinance, our debt obligations will depend on our operating and financial performance, which in turn is subject to prevailing economic conditions and to financial, business and other factors beyond our control. The global equity and credit markets have experienced in the past, and may experience in the future, periods of extraordinary turmoil and volatility. These circumstances may materially and adversely impact liquidity in the financial markets at times, making terms for certain financings less attractive or in some cases unavailable. Disruptions and uncertainty in the equity and credit markets, including as a result of recent bank failures and uncertainty in the banking sector generally, may negatively impact our ability to refinance existing indebtedness and access additional financing for acquisitions, development of our properties and other purposes at reasonable terms or at all, which may negatively affect our business and the market price of our common shares. If we are not successful in refinancing our existing indebtedness when it becomes due, we may be forced to dispose of properties on disadvantageous terms, which might adversely affect our ability to service other debt and to meet our other obligations. A prolonged downturn in the financial markets may cause us to seek alternative sources of potentially less attractive financing and may require us to adjust our business plan accordingly. These events also may make it more difficult or costly for us to raise capital through the issuance of our common or preferred stock.

Risks Related to Our Intellectual Property Rights

We may not be able to adequately protect, defend or enforce our intellectual property rights, and our efforts to do so may be costly.

The success of our solutions and business depends in part on our ability to obtain patents and other intellectual property rights and to maintain adequate legal protection for our solutions in the United States, Canada and other international jurisdictions. If we are not able to adequately protect or enforce the proprietary aspects of our technology, competitors could be able to access, replicate or circumvent our proprietary technology and our business, results of operations, and financial condition could be adversely affected. We currently attempt to protect our technology through a combination of patent, copyright, trademark and trade secret laws, employee invention assignment agreements, employee and third-party nondisclosure agreements and similar means, all of which provide only limited protection. We have filed for patent and trademark registration in the United States, Canada and in certain other international jurisdictions. However, effective intellectual property protection may be unavailable in some countries where we operate or seek to enforce our intellectual property rights or more limited in foreign jurisdictions relative to those protections available in the United States, or may not be applied for in one or more relevant jurisdictions. Even if foreign patents are granted, effective enforcement in foreign countries may not be available.

Our issued patents and trademarks and any pending or future patent and trademark applications that may result in issuances or registrations may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. The patent prosecution process is expensive, time-consuming, and complex, and we may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output in time to obtain patent protection. Failure to timely seek patent protection on products or

technologies generally precludes us from seeking future patent protection on these products or technologies. Even if we do timely seek patent protection, the coverage claimed in a patent application can be significantly reduced before a patent is issued, and its scope can be reinterpreted after issuance. As a result, we may not be able to protect our proprietary rights adequately in the United States, Canada or elsewhere. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products or services, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, results of operations, and financial condition.

Despite our efforts, unauthorized parties may attempt to copy, reverse engineer, disclose, obtain, or use our technologies or systems. Our competitors may also be able to independently develop similar products or services that are competitive to ours or design around our issued patents. If third parties obtain patent protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude or make costlier the use of our technology. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to prevent unauthorized parties from copying or reverse engineering our solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States or other countries. We may be a party to claims and litigation as a result of alleged infringement by third parties of our intellectual property. Even when we sue other parties for such infringement, that suit may have adverse consequences for our business. Any such suit is likely to be time-consuming and expensive to resolve and may divert our management’s time and attention from our business, which could adversely affect our business, results of operations, and financial condition, and legal fees related to such litigation will increase our operating expenses and may reduce our net income. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us, alleging that we infringe their intellectual property or alleging that our intellectual property is invalid or unenforceable. Furthermore, any litigation initiated by us could result in a court or governmental agency invalidating or rendering unenforceable our patents or other intellectual property rights upon which the suit is based, which could adversely affect our business, results of operations, and financial condition.

We may become subject to claims and litigation brought by third parties alleging infringement by us of their intellectual property rights.

The industry in which our business operates is characterized by a large number of patents, some of which may be of questionable scope, validity, or enforceability, and some of which may appear to overlap with other issued patents. As a result, there is a significant amount of uncertainty in the industry regarding patent protection and infringement. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. In recent years, there has been significant litigation globally involving patents and other intellectual property rights.

In the event that we recruit employees from other technology companies, including certain potential competitors, and these employees are used in the development of solutions that are similar to the solutions they were involved in developing for their former employers, we may become subject to claims that such employees have improperly used or disclosed trade secrets or other proprietary information. We may also in the future be subject to claims by our suppliers, employees, consultants, or contractors asserting an ownership right in our patents or patent applications, as a result of the work they performed on our behalf. These claims and any resulting lawsuits, if resolved adversely to us, could subject us to significant liability for damages, impose temporary or permanent injunctions against our solutions or business operations or invalidate or render unenforceable our intellectual property. In addition, because patent applications can take many years until the patents issue, there may be applications now pending of which we are unaware, which may later result in issued patents that our solutions may infringe. If any of our solutions infringe a third party’s patent rights, or if we wish to avoid potential intellectual property litigation on any alleged infringement relating to our solutions, we could be prevented from selling, or we could elect not to sell, such solutions unless we obtain additional intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Alternatively, we could be forced to redesign one or more of our solutions to avoid any infringement or allegations thereof. Procuring or developing substitute solutions that do not infringe could require significant effort and expense, and we may not be successful in any attempt to redesign our solutions to avoid any alleged infringement.

A successful claim of infringement against us, or our failure or inability to develop and implement non-infringing technology, or license the infringed intellectual property rights, on acceptable terms and on a timely basis, could materially adversely affect our business, financial condition, and results of operations. A party making such a claim,

if successful, could secure a judgment that requires us to pay substantial damages or obtain an injunction. An adverse determination also could invalidate our intellectual property rights and adversely affect our ability to offer our solutions to our customers. Additionally, we may face liability to our customers, business partners or third parties for indemnification or other remedies in the event that they are sued for infringement in connection with their use of our solutions. We currently have a number of agreements in effect pursuant to which we have agreed to defend, indemnify, and hold harmless our customers, suppliers and other business partners from damages and costs which may arise from the infringement by our solutions of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Furthermore, our defense of intellectual property rights claims brought against us or our customers, business partners or other related third parties, regardless of our success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention from our business, which could seriously harm our business. A claim that our solutions infringe a third party’s intellectual property rights, even if untrue, could adversely affect our relationships with our customers or suppliers, may deter future customers from purchasing our solutions and could seriously harm our reputation with our customers or suppliers, as well as our reputation in the industry at large.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how that can be more difficult to protect or enforce, which could allow competitors to independently develop or commercialize superior technology, software and products.

We rely on proprietary information (such as trade secrets, know-how, and confidential information) to protect intellectual property that may not be patentable and may not be subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure. Such proprietary information may be owned by us or disclosed to us by our licensors, suppliers or other third parties. We generally seek to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors, scientific advisors and other third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement, or misappropriation of our proprietary information, may be limited as to their term, and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We have limited control over the protection of trade secrets used by our third-party manufacturers and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, scientific advisors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in or to related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets.

We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to protect and enforce our intellectual property rights. The theft or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an incident would affect our competitive position and adversely affect our business, results of operations, and financial condition.

We use certain software and data governed by open-source licenses, which under certain circumstances could adversely affect our business, results of operations, and financial condition.

Certain of our software and data, as well as that of our customers and vendors, may be derived from or otherwise incorporate so-called “open source” software and data that is generally made available to the public by its authors and/or other third parties. Some open-source software is made available under licenses that impose certain obligations on us regarding modifications or derivative works we create based upon the open-source software. These obligations may require us to make source code for the derivative works available to the public and/or license such derivative works under a particular type of license, rather than the forms of license we customarily use to protect our intellectual

property. Additionally, if we combine our proprietary software with open-source software in certain manners we could be required to release the source code of our proprietary software or to make our proprietary software available under open-source licenses to third parties at little or no cost or on unfavorable license terms. In the event that the copyright holder of, or other third party that distributes, open-source software alleges that we have not complied with the terms of an open-source license, we could incur significant legal costs defending ourselves against such allegations. If such claims are successful, we could be subject to significant damages, required to release the source code that we developed using that open-source software to the public, enjoined from distributing our software and/or required to take other actions that could adversely affect our business, results of operations, and financial condition.

While we take steps to monitor the use of open-source software in our solutions, processes and technology and try to ensure that no open-source software is used in such a way as to require us to disclose the source code to the related product, processes, or technology when we do not wish to do so, such use could inadvertently occur. Additionally, if a third-party software provider has incorporated certain types of open source software into software we license from such third party for our solutions, processes, or technology, we could, under certain circumstances, be required to disclose the source code to our solutions, processes, or technology. This could harm our intellectual property position and adversely affect our business, results of operations, and financial condition.

Further, the use of open-source software can lead to vulnerabilities that may make our software susceptible to attack, and although some open-source vendors provide warranty and support agreements, it is common for such software to be available “as is” with no warranty, indemnity, or support. Although we monitor our use of such open-source code to avoid subjecting our solutions to unintended conditions, such use, under certain circumstances, could materially adversely affect our business, financial condition and operating results and cash flow, including if we are required to take remedial action that may divert resources away from our development efforts.

Our subsidiary has received Israeli government grants for certain of its research and development activities and it may receive additional grants in the future. The terms of those grants restrict our ability to transfer technologies outside of Israel, and we may be required to pay penalties in such cases or upon the sale of our company.

Our subsidiary, VayaVision, received a total of approximately $1.5 million from the Israel Innovation Authority (“IIA”). We may in the future apply to receive additional grants from the IIA to support our research and development activities. With respect to such grants we are committed to pay royalties at a rate of 3% to 5% on sales proceeds up to the total amount of grants received, linked to the dollar and bearing interest at annual rates linked to a benchmark rate, with a cumulative maximum value of 50%. Even after payment in full of these amounts, we will still be required to comply with the requirements of the Israeli Encouragement of Industrial Research, Development and Technological Innovation Law, 1984, or the R&D Law, and related regulations, with respect to those past grants. When a company develops know-how, technology or products using IIA grants, the terms of these grants and the R&D Law restrict the transfer outside of Israel of such know-how, and of the manufacturing or manufacturing rights of such products, technologies or know-how, without the prior approval of the IIA. Therefore, if aspects of our technologies are deemed to have been developed with IIA funding, the discretionary approval of an IIA committee would be required for any transfer to third parties outside of Israel of know-how or manufacturing or manufacturing rights related to those aspects of such technologies. Furthermore, the IIA would impose certain conditions on any arrangement under which it permits us to transfer technology or development out of Israel, including requiring retroactive redemption payments up to a maximum amount, or may not grant such approvals at all. While we have submitted a request to the IIA to permit the development work being done using aspects of technologies developed by VayaVision using IIA funding, there can be no assurance that such approvals will be granted on favorable terms, or at all. Failure to obtain such approvals could have a material adverse effect on our business, financial condition and results of operations.

In addition, the consideration available to our shareholders in a future transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA. Any such mergers require IIA approval to avoid penalties.

In addition to the above, any non-Israeli citizen, resident or entity that, among other things, (i) becomes a holder of 5% or more of the share capital or voting rights of VayaVision, (ii) is entitled to appoint one or more of the directors or the chief executive officer of VayaVision or (iii) serves as one of the directors or as the chief executive officer (including holders of 25% or more of the voting power, equity or the right to nominate directors in such direct holder, if applicable) is required to notify the IIA and undertake to comply with the rules and regulations applicable to the grant programs of the IIA, including the restrictions on transfer described above. Such notification will be required

in connection with the investment being made by an investor. Approval for any transfer of IIA funded know-how, if requested, is within the discretion of the IIA. Furthermore, the IIA may impose conditions on any arrangement under which it permits us to transfer IIA funded know-how or manufacturing out of Israel.

Risks Related to Privacy, Data, and Cybersecurity

Interruptions to our information technology systems and networks and cybersecurity incidents could adversely affect our business, results of operations, and financial condition.

We collect and maintain information in digital form that is necessary to conduct our business, and we rely on IT systems to process, transmit, and store electronic information, and to manage or support our business and consumer facing activities. Our operations routinely involve receiving, storing, processing, and transmitting confidential or sensitive information pertaining to our business, customers, suppliers, employees, and other sensitive matters, including trade secrets, other proprietary business information, and personal information. Although we have established physical, electronic, and organizational measures designed to safeguard and secure our systems to prevent a data breach or compromise, and rely on commercially available systems, software, tools, and monitoring to provide security for our IT systems and the processing, transmission, and storage of digital information, we cannot guarantee that such measures will be adequate to detect, prevent, or mitigate cyber incidents. The implementation, maintenance, segregation, and improvement of these measures requires significant management time, support, and cost. Moreover, there are inherent risks associated with developing, improving, expanding, and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain, and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies, or produce, sell, deliver, and service our solutions, adequately protect our intellectual property, or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations, and contracts.

We cannot be sure that the IT systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained, or expanded as planned. While cyberattacks against our third-party vendors or suppliers have not materially adversely affected us to date, future cyberattacks on such third parties may cause significant disruptions and materially adversely affect our business, results of operations, and financial condition. In addition, despite the implementation of preventative and detective security controls, such IT systems are vulnerable to damage, shutdown, or interruption from a variety of sources, including telecommunications or network failures or interruptions, system malfunction, natural disasters, terrorism, and war. Additionally, our IT systems and products may be vulnerable to malicious acts by hackers, including through use of computer viruses, malware (including ransomware), phishing attacks, or denial of service attacks.

We regularly face attempts by others to gain unauthorized access, or to introduce malicious software, to our IT systems. Individuals or organizations, including malicious hackers, state-sponsored organizations, insider threats, including employees and third-party service providers, or intruders into our physical facilities, at times may attempt to gain unauthorized access to or corrupt our IT systems, products, or services. We are a target for computer hackers and organizations that intend to sabotage, take control of, or otherwise corrupt our processes, solutions, and services. We are also a target for malicious attackers who attempt to gain access to our network or data centers or those of our suppliers, customers, partners, or end users, steal proprietary information related to our business, products, employees, suppliers, and customers, interrupt our infrastructure, systems, and services or those of our suppliers, customers, or others, or demand ransom to return control of such systems and services. Such attempts are increasing in number and in technical sophistication, and if successful, expose us and the affected parties to risk of loss or misuse of confidential or other proprietary or commercially sensitive information, compromise personal information regarding users or employees, disrupt our business operations, and jeopardize the security of our facilities. Our IT infrastructure also includes products and services provided by third parties, and these providers may experience breaches of their systems and products that impact the security of our systems and our proprietary or confidential information.

We have experienced attempted data breaches, cyberattacks, and other similar incidents, none of which have resulted in a material adverse impact to our business or operations, but there can be no guarantee we will not experience an incident that would have such an impact. Such incidents, whether or not successful, could result in our incurring significant costs related to, for example, rebuilding internal systems, writing down inventory value, implementing additional threat protection measures, providing modifications to our solutions, defending against litigation, responding to regulatory inquiries or actions, paying damages, providing customers with incentives to maintain the business relationship, or taking other remedial steps with respect to third parties, as well as reputational harm. In addition,

cybersecurity threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures. As a result of the COVID-19 pandemic, remote work and remote access to our systems have increased significantly, which also increases our cybersecurity attack surface. There has also been an increase in cyberattack volume, frequency, and sophistication driven by the global enablement of remote workforces. We seek to detect and investigate unauthorized attempts and attacks against our network and solutions and to prevent their recurrence where practicable through changes to our internal processes and tools and changes or updates to our solutions. However, despite the implementation of preventative and detective security controls, we, and the third parties upon which we rely, remain potentially vulnerable to additional known or unknown cybersecurity threats. In some instances, we, our suppliers, our customers, and end users, can be unaware of an incident or its magnitude and effects. Even when a security breach is detected, the full extent of the breach may not be determined, and even if determined, a full investigation may require time and resources. Any actual or perceived security incident could result in, among other things, unfavorable publicity, governmental inquiry and oversight, difficulty in marketing our services, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties, including our customers, and possible financial obligations for damages related to the theft or misuse of such information or inventory, any of which would adversely affect our business, results of operations, and financial condition. The costs related to cybersecurity breaches, attacks or other similar incidents or network or computer system disruptions typically would not be fully insured or indemnified. We cannot ensure that any limitations of liability provisions in our agreements with customers, service providers and other third parties with which we do business would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim in connection with a cybersecurity breach, attack or other similar incident.

Security breaches and other disruptions of our in-vehicle systems and related data could impact the safety of our end users and reduce confidence in us and our solutions.

Our operations are rich in technology and computing and may be exposed to risks related to the stability of the information systems, their compatibility with the scope of its operations, information security, technical failures and overload of system servers. Impairment of the stability of computer systems and inability on our part to return its systems to normal operation within a reasonable timeframe, or the lack of technological ability to meet commitments or the expectations of potential customers and strategic partners, may damage our reputation and harm its business outcomes. Our low-level sensor fusion and perception solutions contain complex information technology. These solutions, as integrated in ADAS and autonomous driving technologies, may affect the control of various vehicle functions including engine, transmission, safety, steering, navigation, acceleration, and braking. Hackers may attempt in the future to gain unauthorized access to modify, alter, and use such systems to gain control of, or to change, the functionality, user interface and performance characteristics of vehicles incorporating our solutions, or to gain access to data stored in or generated by the vehicle. In addition, as we transition to offering solutions that involve cloud-based solutions, including over-the-air updates, our solutions may increasingly be subject to cyber threats. Hackers may attempt to infiltrate, steal, corrupt, or manipulate such data on the cloud, which could also result in our low-level fusion technology malfunctioning. Malicious cybersecurity attacks against our technology, utilized by in-vehicle systems that relate to automotive safety and related data, such as the data described in the preceding sentence, could potentially lead to bodily injury or death of end users, passengers, and others. Any unauthorized access to or control of vehicles incorporating our solutions or their systems could adversely impact the safety of those vehicles, or result in legal or regulatory claims or proceedings, liability, or regulatory penalties. Moreover, new laws, such as the new data law in Massachusetts that would permit third-party access to vehicle data and related systems, could expose our vehicles and vehicle systems to third-party access without appropriate security measures in place, leading to new safety and security risks, and reducing trust and confidence in our solutions. In addition, regardless of their accuracy, reports of unauthorized access to our solutions, their systems, or data, as well as other factors that may result in the perception that our solutions, their systems, or data are capable of being hacked, could harm our reputation, and adversely affect our business, results of operations, and financial condition.

Failures or perceived failures to comply with privacy, data protection, and information security requirements, or theft, loss, or misuse of personal information about our employees, customers, end users, or other third parties, or other information, could increase our expenses, damage our reputation, or result in legal or regulatory proceedings.

The theft, loss, or misuse of personal information collected, used, stored, or transferred by us to run our business could result in significantly increased business and security costs or costs related to defending legal claims. For example, data collected by the sensor of our solutions during the development cycle of a project may include personal information such as license plate numbers of other vehicles, facial features of pedestrians, appearance of individuals,

GPS data, and geolocation data. Notwithstanding our efforts to protect the security and integrity of our customers’ personal information, we may be required to expend significant resources to comply with data breach requirements if, for example, third parties improperly obtain and use the personal information of our customers, or we otherwise experience a data loss with respect to customers’ personal information. A major breach of our network security and systems may result in fines, penalties, and damages, harm our reputation, and adversely affect our business, results of operations, and financial condition.

Data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. We are subject to a variety of local, state, national and international laws, directives, and regulations that apply to the collection, use, retention, protection, security, disclosure, transfer, and other processing of personal data in the different jurisdictions in which we operate (“Data Protection Laws”). Any failure by us or our vendors or other business partners to comply with our public privacy notice or with U.S. federal, state, local, Canadian, Chinese, or other foreign or international Data Protection Laws could result in regulatory or litigation-related actions against us, legal liability, fines, damages, ongoing audit requirements, and other significant costs. Global privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. Because many Data Protection Laws are new or subject to recent revisions or updates, there is often little clarity as to their interpretation or best practices for compliance, as well as a lack of precedent for the scope of enforcement. Costs to comply with Data Protection Laws and implement related privacy and data protection measures are significant, and may require us to change our business practices and compliance manners. Any noncompliance could adversely affect our ability to collect, analyze, and store data, expose us to significant monetary penalties, damage to our reputation, result in suspension of online services or sites in certain countries, and even result in criminal sanctions. Even our inadvertent failure to comply with Data Protection Laws could result in audits, regulatory inquiries, or proceedings against us by governmental entities or other third parties. Any inability to adequately address data privacy or data protection, or other information security-related concerns, even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.

Risks Related to Our Industry

The current uncertain economic environment and inflationary conditions may adversely affect global vehicle production and demand for our solutions.

Our business depends on, and is directly affected by, the global automobile industry. Economic conditions in North America, Europe and Asia can have a large impact on the production volume of new vehicles, and, accordingly, have an impact on our revenue. Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rate levels and credit availability, consumer confidence and purchasing power, energy and fuel costs, fuel availability, environmental impact, governmental incentives, regulatory requirements, and political volatility, especially in energy-producing countries and growth markets. In addition, automotive production and sales can be affected by our customers’ ability to continue operating in response to challenging economic conditions, such as those caused by the COVID-19 pandemic, and in response to labor relations issues and shortages, supply chain disruptions, regulatory requirements, trade agreements and other factors. Moreover, automakers continue to face supply chain shortages, and we expect that global vehicle production will not fully recover from the impact of supply chain constraints in 2023. Furthermore, current uncertain economic conditions and inflation may contribute to a reduction in consumer demand, which may reduce vehicle production over at least the next several quarters. In addition to these general economic factors, uncertainties in specific markets may further contribute to lower vehicle production. For example, the disruption by Russia of gas supplies to Western Europe could significantly impact industrial production, including vehicle production, in significant markets such as Germany. We cannot predict when the impact of these factors on global vehicle production will substantially diminish. We believe that the expected continued constraint on global automotive production resulting from supply chain shortages and the effect of economic uncertainty will limit our ability to increase our revenue. More generally, the volume of automotive production in North America, Europe, China, and the rest of the world has fluctuated, sometimes significantly, from year to year, for many reasons, and such fluctuations give rise to fluctuations in the demand for our solutions. As a result, in addition to the impact of the current uncertainties that we anticipate to impact automotive production in the near term, adverse changes in economic or market conditions or other factors, including,

but not limited to, general economic conditions, the bankruptcy of any of our customers or the closure of OEM manufacturing facilities may result in a reduction in automotive sales and production, and could have an adverse effect on our business, results of operations, and financial condition.

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

ADAS and autonomous driving systems rely on a complex set of technologies, which requires the coordinated development of sensing, mapping, object detection and classification as well as path planning and navigation. These functions and capabilities are in different stages of development, and their reliability must continue to improve in order to meet the higher standards required for autonomous driving. Sensing technology provides information to the car and includes the physical sensors, as well as object classification and perception software. In many cases, it will be sold as part of a system where it must work within the core autonomous driving platform of an original equipment manufacturer. If customer technology is not ready to be deployed in vehicle models when our sensing technology is ready for adoption, launch of production could be delayed, perhaps for a significant time period, which could materially adversely affect our business, results of operations and financial condition.

There are a number of additional challenges to autonomous driving, all of which are outside of our control, including market acceptance of autonomous driving, particularly fully autonomous driving, national or state certification requirements and other regulatory measures, concerns regarding litigation, cyber security risks, as well as a general aversion by some consumers to the idea of self-driving vehicles. There can be no assurance that the market will accept any vehicle model, including a vehicle containing our technology, in which case our future business, results of operations and financial condition could be adversely affected.

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

We are pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities. For example, ADAS and autonomous driving applications require complex technology and are subject to uncertainties with respect to, among other things, the rate of consumer acceptance and the impact of current or future regulations. Because these automotive systems depend on technology from many companies in addition to ours, commercialization of some ADAS or autonomous driving solutions could be delayed or impaired on account of certain technological components of our or others not being ready to be deployed in vehicles. Regulatory, safety or reliability developments, many of which are outside of our control, could also cause delays or otherwise impair commercial adoption of these new technologies, which will adversely affect our growth.

This proxy statement/prospectus contains estimates and forecasts concerning our industry, including estimates of the growth of the market for higher levels of automation and for low-level fusion, that are based on industry publications and reports or other publicly available information as well as our internal estimates and expectations. These estimates and forecasts involve a number of assumptions and limitations, and are subject to significant uncertainty, and you are cautioned not to give them undue weight. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of the included information. We have not independently verified this third-party information. Similarly, our internal estimates and forecasts are based on a variety of assumptions, including assumptions regarding market acceptance of low-level sensor fusion and perception technology, autonomous driving and ADAS and the manner in which this new and rapidly evolving market will develop. While we believe our assumptions and the data underlying our estimates and forecasts are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates and forecasts may prove to be incorrect. If third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, the market for our solutions may be smaller than we have estimated, our future growth opportunities and sales growth may be smaller than we estimate, and our future business, results of operations and financial condition may be adversely affected.

Our future financial performance will depend on our ability to make timely investments in the correct market opportunities. If one or more of these markets experience a shift in customer or prospective customer demand, then our solutions may not compete as effectively, if at all, and they may not be incorporated into commercialized end customer products. Given the evolving nature of the markets in which we operate, it is difficult to predict customer demand or adoption rates for our solutions or the future growth of the markets in which we operate. Even if the market for low-level sensor fusion and perception technology, ADAS and autonomous driving solutions grows substantially, there is no guarantee that demand for our solutions will correlate with that growth if we fail to effectively pursue such opportunities. If demand does not develop or if we cannot accurately forecast customer demand, then the size of our prospective markets or our future business, results of operations, and financial condition would be adversely affected.

Regulatory and Compliance Risks

We are subject to a variety of laws and regulations that affect our operations and that could adversely affect our business, results of operations, and financial condition.

We are subject to laws and regulations worldwide that affect our operations and that differ among jurisdictions, including automotive safety regulations, regulations governing autonomous driving technology, intellectual property ownership and infringement laws, tax laws, import and export regulations, anti-corruption laws, foreign exchange controls and cash repatriation restrictions, data privacy laws, competition laws, advertising regulations, employment laws, product regulations, environmental laws, health and safety requirements, consumer laws and national security laws. Compliance with such requirements can be onerous and expensive, and may otherwise adversely affect our business, results of operations, and financial condition.

Although we have policies, controls, and procedures designed to help ensure compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers, or agents will not violate such laws or our policies. There may also be laws and regulations that limit the functionality of our solutions or require us to adapt our solutions to retain functionality. For example, the regulatory environment in China creates challenges for the proliferation of our solutions in that market. Due to regulations there, we also depend on our partners in China in order to collect, analyze and transmit data, and such partners may choose to cease, or be unable to, continue cooperating with us. Other countries have, or may implement, similar restrictions. Violations of these laws and regulations can result in fines, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business and damage to our reputation. The automotive and technology industries are subject to intense media, political, and regulatory scrutiny, which can increase our exposure to government investigations, legal actions, and penalties.

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

There are a variety of international, foreign, federal, and state regulations that apply to vehicle safety that could affect the marketability of our sensor fusion solutions. Regulations relating to autonomous driving include many existing vehicle standards that were not originally intended to apply to vehicles that may not have a human driver, and autonomous driving may never be globally approved. There has been relatively little mandatory government regulation of the self-driving industry to date. Currently, there are no Federal Motor Vehicle Safety Standards that relate to the performance of self-driving technology and no widely accepted uniform standards to certify self-driving technology and its commercial use on public roads. It is also possible that future self-driving regulations are not standardized, and our technology could become subject to differing regulations across jurisdictions. For example, in Europe, certain vehicle safety regulations apply to automated braking and steering systems, which may rely in part on sensor fusion technology, and certain treaties also restrict the legality of certain higher levels of automation, while certain U.S. states have legal restrictions on automation that many other states are also considering. Such regulations continue to rapidly change, which increases the likelihood of varying complex or conflicting regulations or may limit global adoption, impede our strategy, or negatively impact our long-term expectations for our investments in these areas.

Government safety regulations are subject to change based on a number of factors that are not within our control, including new scientific or technological data, adverse publicity regarding the industry, recalls, concerns regarding safety risks of autonomous driving and ADAS, accidents involving our sensor fusion solutions or those of our competitors, domestic and foreign political developments or considerations and litigation relating to our solutions and our competitors’ products. Changes in government regulations, especially those relating to ADAS and autonomous driving, could adversely affect our business, results of operations, and financial condition.

Regulations governing the automotive industry impose stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry, including a duty to report, subject to strict timing requirements, safety defects with, or reports of injuries relating to, systems integrating our solutions and requirements that a manufacturer recall and repair vehicles that contain safety defects or fail to comply with applicable safety standards. If we do not rapidly address any safety concerns or defects involving our solutions, our business, results of operations, and financial condition would be adversely affected.

If we fail to comply with the laws and regulations relating to the collection of withholding or sales tax and payment of income taxes in the various jurisdictions in which we do business, we could be exposed to unexpected costs, expenses, penalties and fees as a result of our non-compliance, which could harm our business.

By engaging in business activities in a number of jurisdictions, we become subject to various local laws and regulations, including requirements to collect withholding or sales tax within those jurisdictions, and the payment of income taxes on revenue generated from activities in those jurisdictions. A successful assertion by one or more jurisdictions that we were required to collect withholding, sales or other taxes or to pay income taxes where we did not could result in substantial tax liabilities, fees and expenses, including substantial interest and penalty charges, which could harm our business.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

A number of factors can increase our effective tax rates, which could reduce our net income, including:

•        changes in the volume and mix of profits earned and location of assets across jurisdictions with varying tax rates and the associated impacts of legislative actions affecting multi-national enterprises;

•        changes in the valuation of our deferred tax assets and liabilities, and in associated deferred tax asset valuation allowance;

•        adjustments to income taxes upon finalization of tax returns;

•        increases in expenses not deductible for tax purposes, including equity-based compensation or impairments of goodwill;

•        changes in available tax credits;

•        changes in our ability to secure new, or renew existing, tax holidays and incentives;

•        changes in U.S. federal, state, or foreign tax laws or their interpretation, including changes in the U.S. to the taxation of non-U.S. income and expenses and changes resulting from the adoption by countries of OECD recommendations or other legislative actions; and

•        changes in accounting standards.

We are subject to risks related to trade policies, sanctions, and import and export controls.

Trade policies and international disputes at times result in increased tariffs, trade barriers and other restrictions, which can increase our manufacturing costs, make our solutions less competitive, reduce demand for our solutions, limit our ability to sell to certain customers, limit our ability to procure components or raw materials or impede or slow the movement of our goods across borders. Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures.

Likewise, national security and foreign policy concerns may prompt governments to impose trade or other restrictions, which could make it more difficult to sell our solutions in, or restrict our access to, certain markets. In this regard, our business activities are subject to various trade and economic sanctions laws and regulations, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control’s sanctions programs and the Export Administration Regulations issued by the U.S. Department of Commerce. These rules may prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in or with certain countries or involving certain persons, or otherwise affect our business. New measures imposed by the United States, the European Union, or others could restrict certain of our operations and adversely affect our business, results of operations, and financial

condition. Although we take steps to comply with applicable laws and regulations, our failure to successfully comply with applicable sanctions or export control rules may expose us to negative legal and business consequences, including civil or criminal penalties and government investigations.

In particular, in response to Russia’s recent invasion of Ukraine, the United States, the European Union, and several other countries are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals. See “— The current conflict between Ukraine and Russia has exacerbated market instability and disrupted the global economy.”

Additionally, tensions between the United States and China have led to increased tariffs and trade restrictions, including tariffs applicable to some of our solutions, and have affected customer ordering patterns. In addition to imposing economic sanctions on certain Chinese individuals and entities, the United States has imposed restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies. It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice, and we may be unable to quickly and effectively react to or mitigate such actions.

Trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases with us. Sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, and decoupling of global trade networks, which could adversely affect our business, results of operations, and financial condition.

Given our international supply chain and distribution, we are subject to import and export laws of multiple countries. Failure to comply with the requirements of such laws may lead to the imposition of additional taxes or duties on imports or exports, fines, or penalties.

The current conflict between Ukraine and Russia has exacerbated market instability and disrupted the global economy.

The current conflict between Ukraine and Russia has caused uncertainty about economic and political stability, increasing volatility in the credit and financial markets and disrupting the global economy. The United States, the European Union, and several other countries are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals. These measures could constrain our ability to work with Russian companies or individuals in connection with the development of our solutions in the future. These sanctions and export controls may also contribute to higher oil and gas prices and inflation, which could reduce demand in the global automotive sector and therefore reduce demand for our solutions. There is also a risk that Russia, as a retaliatory action to sanctions, may launch cyberattacks against the United States, the European Union, or other countries or their infrastructures and businesses. Additional consequences of the conflict may include diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, and various shortages and supply chain disruptions. While we do not currently directly rely on goods or services sourced in Russia or Ukraine and thus have not experienced any direct disruptions, we may experience indirect disruptions in our supply chain. Any of the foregoing factors, including developments or effects that we cannot yet predict, may adversely affect our business, results of operations, and financial condition.

Risks Related to Ownership of Surviving Company Common Shares Following the Business Combination and the Surviving Company Operating as a Public Company

The Surviving Company does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, the Surviving Company currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Surviving Company’s board of directors and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

If analysts do not publish research about the Surviving Company’s business or if they publish inaccurate or unfavorable research, the Surviving Company’s stock price and trading volume could decline.

The trading market for the Surviving Company Common Shares will depend in part on the research and reports that analysts publish about its business. the Company does not have any control over these analysts. If one or more of the analysts who cover the Surviving Company downgrade its common shares or publish inaccurate or unfavorable research about its business, the price of its common shares would likely decline. If few analysts cover the Surviving Company, demand for its common shares could decrease and its common share price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering the Surviving Company in the future or fail to publish reports on it regularly.

The Surviving Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Surviving Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Surviving Company Common Shares or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Surviving Company Board’s attention and resources from the Surviving Company’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Surviving Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Surviving Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters.

Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Future resales of Surviving Company Common Shares after the consummation of the Business Combination may cause the market price of the Surviving Company’s securities to drop significantly, even if the Surviving Company’s business is doing well.

The Sponsor is subject to certain restrictions on transfer pursuant to that certain letter agreement, dated as of January 7, 2021, by and among Prospector, the Sponsor, and the other parties signatory thereto with respect to: (i) the Prospector Class B Shares (as defined in such letter agreement); and (ii) Private Placement Warrants (as defined in such letter agreement). Such restrictions on the Prospector Class B Shares end on the earlier of (A) one year after the Closing and (B) following the completion of the Business Combination, the date upon which (x) the closing price of the Prospector Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which Prospector completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of Prospector’s Public Shareholders having the right to exchange their Prospector Class A Shares for cash, securities or other property. The restrictions on the Private Placement Warrants were originally set to end 30 days after the completion of a business combination. On June 30, 2021, Prospector and the Sponsor executed an agreement whereby the Sponsor agreed not to transfer its Private Placement Warrants to non-affiliated holders. Certain shareholders of the Company are also subject to restrictions on transfer with respect to the Surviving Company Common Shares. Such restrictions with respect to the Surviving Company Shares held by the Surviving Company shareholders begin at Closing and end on the date that is 6 months after Closing, as applicable, or are subject to an early price-based release, as applicable, if (a) the price of the shares equals or exceeds $12.00 per share for any twenty trading days within any thirty-day trading period, or (b) Prospector completes a transaction that results in public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

However, following the expiration of such lockup, the Sponsor and certain shareholders of the Company will not be restricted from selling the Surviving Company Common Shares held by them, other than by applicable securities laws. Additionally, the PIPE Investors will not be restricted from selling any of their common shares following the closing of the Business Combination, other than by applicable securities laws. As such, sales of a substantial number of shares of Surviving Company Common 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 the Surviving Company Common Shares. Upon completion of the Business Combination, the Sponsor and the shareholders of the Company (not including the Surviving Company Common Shares issued in the PIPE Financing pursuant to the terms of the Subscription Agreement and including the Surviving Company Common Shares reserved in respect of the Company Equity Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Surviving Company Common Shares) will collectively own approximately 65.6% of the outstanding Surviving Company Common Shares, assuming that no additional public shareholders redeem their public shares in connection with the Business Combination. Assuming redemption of 2,194,056 public shares in connection with the Business Combination, in the aggregate, the ownership of the Sponsor and the shareholders of the Company (not including the Surviving Company Common Shares issued in the PIPE Financing pursuant to the terms of the Subscription Agreement and including the Surviving Company Common Shares reserved in respect of the Company Equity Awards outstanding as of immediately prior to the Closing that will be converted into awards based on the Surviving Company Common Shares) would rise to 76.6% of the outstanding Surviving Company Common Shares.

The shares held by Sponsor and certain shareholders of the Company may be sold after the expiration of the applicable lock-up period under the said letter agreement. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the Surviving Company’s share price or the market price of the Surviving Company Common Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

We need to raise additional capital to address our liquidity needs and to realize our operational goals. The issuance of additional shares of the Company common shares would result in dilution of future Surviving Company shareholders and could have a negative impact on the market price of Surviving Company Common Shares.

In order to address our liquidity needs and to realize our operational goals without materially reducing our operational costs, the Company is currently seeking to raise additional capital, which may include the issuance of additional equity securities. To the extent this occurs, it could impose significant dilution on the shareholders of the combined entity.

Any issuances of additional Company Common Shares would result in dilution of future Surviving Company shareholders and could have a negative impact on the market price of Surviving Company Common Shares and the Surviving Company’s ability to obtain additional financing.

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

The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination.

Following the completion of the Business Combination, the price of the Surviving Company’s securities may fluctuate significantly due to a number of factors beyond the control of the Surviving Company, including the market’s reaction to the transactions, including the Prospector Share Issuance, and general market and economic conditions. An active trading market for the Surviving Company’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of the Surviving Company’s securities after the Business Combination may vary due to general economic conditions and forecasts, the Surviving Company’s general business condition and the release of its financial reports, and any dilutive effect of the shares issued in the Business Combination as well as the issuance of additional shares by the Surviving Company in the future. Additionally, if the Surviving Company’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if the Surviving Company’s securities were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

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

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

In addition, following the Business Combination, fluctuations in the price of the Surviving Company’s securities could contribute to the loss of all or part of your investment. Immediately prior to the transaction, there has not been a public market for the Surviving Company’s stock and trading in the Prospector Class A Shares has not been active. Accordingly, the valuation ascribed to the Surviving Company’s and Prospector Class A Shares in the transaction may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the Surviving Company’s securities develops and continues, the trading price of the Surviving Company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in the Surviving Company’s securities and the Surviving Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Surviving Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Surviving Company’s securities following the Business Combination may include:

•        actual or anticipated fluctuations in the Surviving Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to the Surviving Company;

•        changes in the market’s expectations about the Surviving Company’s operating results;

•        the public’s reaction to the Surviving Company’s press releases, the Surviving Company’s other public announcements and our filings with the SEC;

•        speculation in the press or investment community;

•        success of competitors;

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

•        changes in financial estimates and recommendations by securities analysts concerning the Surviving Company or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to the Surviving Company;

•        the Surviving Company’s ability to market new and enhanced products on a timely basis;

•        changes in laws and regulations affecting the Surviving Company’s business;

•        commencement of, or involvement in, litigation involving the Surviving Company;

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

•        the volume of shares of the Surviving Company Common Shares available for public sale;

•        any major change in the Surviving Company’s board or management;

•        sales of substantial amounts of Surviving Company Common Shares by the Surviving Company’s directors, officers or significant shareholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, breakouts of pandemics and epidemics and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of the Surviving Company’s securities irrespective of its operating performance. The stock market in general and Nasdaq 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 the Surviving Company’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the Surviving Company could depress its stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of the Surviving Company’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert the Surviving Company’s management’s attention and resources, and could also require the Surviving Company to make substantial payments to satisfy judgments or to settle litigation.

Recent market volatility could impact the stock price and trading volume of the Surviving Company’s securities.

The trading market for Surviving Company Common Shares could be impacted by recent market volatility, which volatility was greater in the technology industry. While the Company does not believe that it is more likely to be affected by market volatility than other public companies, recent stock run-ups, divergences in valuation ratios relative to those seen during traditional markets, high short interest or short squeezes, and strong and atypical retail investor interest in the markets may impact the demand for Surviving Company Common Shares.

A possible “short squeeze” due to a sudden increase in demand of Surviving Company Common Shares that largely exceeds supply may lead to price volatility in Surviving Company Common Shares. Investors may purchase Surviving Company Common Shares to hedge existing exposure or to speculate on the price of the Surviving Company Common Shares. Speculation on the price of Surviving Company Common Shares may involve both long and short exposures. To the extent aggregate short exposure exceeds the number of Surviving Company Common Shares available for purchase (for example, in the event that large redemption requests dramatically affect liquidity), investors with short exposure may have to pay a premium to repurchase Surviving Company Common Shares for delivery to lenders. Those repurchases may in turn, dramatically increase the price of the Surviving Company Common Shares. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in Surviving Company Common Shares that are not directly correlated to the operating performance of the Company.

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

As a public company, the Surviving Company will become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Province of Quebec’s securities legislation. The Exchange Act and securities laws applicable in the Province of Quebec require the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, the Surviving Company will incur significant legal, accounting and other expenses that the Company did not previously incur. The Surviving Company’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in the Surviving Company incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for the Surviving Company to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for the Surviving Company to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

We have identified material weaknesses in our internal control over financial reporting, and we may identify additional material weaknesses in the future.

A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the consolidated financial statements will not be prevented or detected on a timely basis. As of June 30, 2023, we identified the following material weaknesses in our internal control over financial reporting:

•        there is insufficient accounting personnel to execute the routine and non-routine accounting processes and apply segregation of duties over the execution and approval of journal entries;

•        the Company has not adequately assessed the effectiveness of its information technology controls to select and develop general control activities over technology to support its financial reporting activities. As a result, the Company places extensive reliance on spreadsheets for various financial processes, including data entries, calculations and analysis, which lack the robust controls and validation mechanisms present in an integrated financial software environment. In addition, the Company has inadequate documentation and a lack of effective review controls to validate the inputs and assumptions used in the data entries, calculations, and analysis in the spreadsheets; and

•        review controls regarding both routine accounting processes and accounting treatments for complex transactions were not designed effectively to ensure that accounting transactions are properly recognized and measured in the consolidated financial statements.

All of the above noted material weaknesses contributed to the restatement of the Company’s financial statements included in this proxy statement/prospectus.

We have taken steps to address these pervasive material weaknesses and expect to implement a remediation plan, which we believe will address their underlying causes. We have engaged external advisors with subject matter expertise and additional external resources to provide assistance in assessing the control environment and expect to further engage these external advisors to provide assistance with all elements of the internal controls over financial reporting program, including: performance of a risk assessment; documentation of process flows; design and remediation of internal controls; and evaluation of the design and operational effectiveness of our internal controls. We also expect to engage additional external advisors to provide assistance in the areas of information technology and financial accounting. We are evaluating the longer-term resource needs of our various financial functions.

These remediation measures may be time consuming, costly, and might place significant demands on our financial and operational resources. We have made some upgrades to our enterprise resource planning (“ERP”) system and work on further upgrades is ongoing with the intent to further customize and enhance system functionality. Although we have made enhancements to our control procedures in this area, the material weaknesses will not be remediated until the necessary controls have been implemented and are operating effectively. Moreover, significant operating cost reductions may materially adversely impact our accounting and finance function, and make it more difficult to remediate existing significant deficiencies and material weaknesses. We do not know the specific time frame needed to fully remediate the material weaknesses identified.

We cannot assure you that these measures will significantly improve or remediate the material weaknesses described above. The implementation of these remediation measures is in the early stages and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles and, as a result, the timing of when we will be able to fully remediate the material weaknesses is uncertain. If the steps we take do not remediate the material weaknesses in a timely manner, there could be a reasonable possibility that these control deficiencies or others may result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis. This, in turn, could jeopardize our ability to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock price.

We and our independent registered public accounting firm were not required to perform an evaluation of our internal control over financial reporting as of September 30, 2022 in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future

have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required by reporting requirements under Section 404 of the Sarbanes Oxley Act after the completion of the Business Combination.

Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our software solutions to new and existing customers.

The Surviving Company will be an emerging growth company subject to reduced disclosure requirements, and there is a risk that availing itself of such reduced disclosure requirements will make its ordinary shares less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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 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. We have 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, we, 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 our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Once we lose our “emerging growth company” status, we will no longer be able to take advantage of certain exemptions from reporting, and we will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

Because the Surviving Company will become a public reporting company by means other than a traditional underwritten initial public offering, the Surviving Company’s shareholders may face additional risks and uncertainties.

Because the Surviving Company 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 Surviving Company Common Shares, and, accordingly, the Surviving Company’s shareholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. 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 plan of business and any underlying financial assumptions. In an underwritten initial public offering, a due diligence investigation would be conducted by an underwriter that would

be subject to strict liability for any material misstatements or omissions in a registration statement. Because there is no independent third-party underwriter selling the Surviving Company Common Shares, Prospector Shareholders must rely on the information included in this proxy statement/prospectus. Although Prospector performed a due diligence review and investigation of the Company in connection with the Business Combination that it believed to be reasonable, the lack of an independent due diligence review and investigation increases the risk of investment in the Surviving Company because this due diligence investigation may not have uncovered facts that would be important to a potential investor.

In addition, because the Surviving Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Surviving Company. Investment banks may also be less likely to agree to underwrite follow-on or secondary offerings on behalf of the Surviving Company than they might if the Surviving Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Surviving Company as a result of not having performed similar work during the initial public offering process or because of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Surviving Company Common Shares could have an adverse effect on the Surviving Company’s ability to develop a liquid market for the Surviving Company Common Shares.

Prospector and the Company have no history operating as a combined company. The unaudited pro forma condensed combined consolidated financial information may not be an indication of the Surviving Company’s financial condition or results of operations following the Business Combination, and accordingly, shareholders have limited financial information on which to evaluate the Surviving Company and their investment decisions.

Prospector and the Company have no prior history as a combined entity and their operations have not been previously managed on a combined basis. Additionally, Newco has been recently incorporated and has no operating history and no revenues. The unaudited pro forma condensed combined consolidated financial information for the Surviving Company contained in this proxy statement/prospectus has been prepared using the respective consolidated historical financial statements of Prospector and the Company, and is presented for illustrative purposes only and may not be considered to be an indication of the results of operations, including, without limitation, future revenue, or financial condition of the Surviving Company following the Business Combination. Certain adjustments and assumptions have been made regarding the Surviving Company, the Company and Prospector after giving effect to the Business Combination. The Company and Prospector believe these assumptions are reasonable; however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect the Surviving Company’s results of operations or financial condition following the consummation of the Business Combination. For these and other reasons, the pro forma condensed combined consolidated financial information included in this proxy statement/prospectus may not necessarily reflect the Surviving Company’s financial condition and results of operations and the actual financial condition and results of operations of the Surviving Company following the Business Combination may not be consistent with, or evident from, this pro forma financial information. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The fairness opinion obtained by the Prospector Board will not reflect changes, circumstances, developments or events that may have occurred or may occur (or information that may become, or may have become, available) after the date of the opinion.

Current Capital has provided a fairness opinion to the Prospector Board stating that, as of the date of such opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on review undertaken, and other matters considered by Current Capital in preparing such opinion, the Consideration (as defined in such opinion) to be received by the Company’s equityholders pursuant to the Business Combination Agreement is fair, from a financial point of view, to Prospector.

The Prospector Board has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus from Current Capital, and the Prospector Board does not expect to receive an updated fairness opinion prior to the completion of the Business Combination.

The opinion does not reflect changes, circumstances, developments or events that may have occurred or may occur (or information that may become, or may have become, available) after the date of the opinion, including changes in the operations and prospects of the Company or Prospector, regulatory or legal changes, general market

and economic conditions and other factors that may be beyond the control of the Company and Prospector and on which the fairness opinion was based, and that may alter the value of Prospector or the Company or the prices of the Prospector Class A Shares or Company Shares prior to consummation of the Business Combination. The value of the Prospector Class A Shares and Company Shares has fluctuated since, and could be materially different from its value as of, the date of Current Capital’s opinion, and Current Capital’s opinion does not address the prices at which the Prospector Class A Shares, the Company Shares, or other securities or financial instruments of or relating to Prospector may trade. The opinion does not speak as of the time the Transaction will be completed or as of any date other than the date of such opinion. Prospector does not anticipate asking Current Capital to update Current Capital’s opinion, and Current Capital does not have an obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events that may have occurred or may occur (or information that may become, or may have become, available) after the date of the opinion. The written opinion of Current Capital is attached as Annex J to this proxy statement/prospectus and is incorporated by reference herein.

Following the Business Combination, the Surviving Company will qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, will be exempt from certain provisions applicable to United States domestic public companies. The Surviving Company could lose its status as a foreign private issuer in the future, causing it to incur substantial costs, time and resources.

Because Prospector is currently incorporated under the laws of the Cayman 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. Prospector is currently an exempted company incorporated with limited liability under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Prospector’s directors or officers, or enforce judgments obtained in the United States courts against Prospector’s directors or officers.

Until the Prospector Amalgamation is effected, Prospector’s corporate affairs are governed by the Prospector Articles, the Companies Act of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Prospector under the laws of the Cayman Islands 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 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 Prospector’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States and Canada, 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 United States.

As a foreign private issuer, the Surviving Company will be permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq listing standards.

As a Canadian corporation intending to apply to list its securities on Nasdaq, the Surviving Company will be subject to the Nasdaq corporate governance listing standards. However, the Nasdaq rules will permit a foreign private issuer like the Surviving Company to follow the corporate governance practices of the Surviving Company’s home country. Certain corporate governance practices in Canada, which will be the Surviving Company’s home country, may differ significantly from the Nasdaq corporate governance listing standards. For instance, the Surviving Company will not be required to:

•        have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act); or

•        have a compensation committee and a nominating committee to be comprised solely of “independent directors.”

However, though Canada does not require a majority of independent directors, the Surviving Company is expected to have a majority of independent directors in accordance with the Nasdaq corporate governance standards. Should the Surviving Company instead rely on the “foreign private issuer” exemptions, Surviving Company shareholders may be afforded less protection than they otherwise would enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

The by-laws of the Surviving Company that will be in effect upon the Closing will designate the Superior Court of Justice of the Province of Québec, Canada and the appellate courts therefrom as the exclusive forum for certain litigation that may be initiated by the Surviving Company’s shareholders, which could limit the Surviving Company’s shareholders’ ability to obtain a favorable judicial forum for disputes with the Surviving Company.

The by-laws of Surviving Company will provide that, unless Surviving Company consents in writing to the selection of an alternative forum and except as set out below, the Superior Court of Québec, Canada and the appellate courts therefrom will, to the fullest extent permitted by law be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Surviving Company, any action or proceeding asserting breach of a fiduciary duty owed by any director, officer or other employee of Surviving Company to Surviving Company, any action or proceeding asserting a claim arising pursuant to any provision of the CBCA or the articles or by-laws of Surviving Company, or any action or proceeding asserting a claim related to the relationships among Surviving Company, its affiliates and their respective shareholders, directors or officers (other than the business carried on by Surviving Company or its affiliates).

The by-laws of Surviving Company will also provide that, notwithstanding the foregoing, unless Surviving Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will have exclusive jurisdiction for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act. The exclusive forum provision in Surviving Company’s by-laws will not apply to actions arising under the Securities Act or the Exchange Act.

The by-laws of the Surviving Company will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of the Surviving Company is deemed to have notice of and consented to the provisions of the Surviving Company’s by-laws described above.

The forum selection provisions in the by-laws of the Surviving Company may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Surviving Company or the Surviving Company’s directors, officers or other employees, which may discourage lawsuits against the Surviving Company and the Surviving Company’s directors, officers and other employees. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation, memorandum and articles of association and/or equivalent constitutional documents has been challenged in legal proceedings and there is uncertainty as to whether a court would enforce such provisions. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find this provision in the by-laws of the Surviving Company to be inapplicable or unenforceable in an action, the Surviving Company may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on the Surviving Company’s business, financial conditions and results of operations.

Risks Related to Prospector and the Business Combination

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote.

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

The announcement of the proposed Business Combination could disrupt the Company’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on the Company’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect the Surviving Company’s ability to retain and hire key personnel and other employees;

•        customers, suppliers, business partners and other parties with which the Company maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with the Company or fail to extend an existing relationship with the Surviving Company; and

•        the Company has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

•        If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the Company and, in the future, the Surviving Company’s results of operations and cash available to fund its business.

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 the shareholders of Prospector and the Company, 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 entitled “The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement” of this proxy statement/prospectus. Prospector and the Company may not satisfy all of the 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 delay may cause Prospector and the Company to each lose some or all of the intended benefits of the Business Combination.

Prospector may be able to complete the Business Combination even if a substantial majority of Prospector’s shareholders redeem their Prospector Class A Shares or vote against the Business Combination.

Prospector may be able to complete the Business Combination even if a substantial majority of Prospector’s public shareholders do not agree with the transaction and have redeemed their shares. Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all of its shares in favor of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor owns 78.7% of the issued and outstanding Prospector Common Shares. As a result, the Sponsor owns enough Prospector Shares to approve each of the Shareholder Proposals without the vote of any other Prospector Shares. Therefore, it is assured that there will be enough votes to complete the Business Combination even if a substantial majority of Prospector’s public shareholders do not agree with the transaction and redeem their shares.

Moreover, it is not expected that any amount of redemptions by Prospector’s public shareholders will result in the parties to being unable to meet the Minimum Cash Proceeds Condition. See “— The Business Combination has a specified Minimum Proceeds Condition. While redemptions by Prospector’s public shareholders are not expected to cause the parties to be unable to meet the Minimum Proceeds Condition, any failure of the PIPE Investors to fund their Tranche B purchase concurrently with the closing of the Business Combination will make it more difficult for Prospector to complete the Business Combination as contemplated.”

Prospector is an emerging growth company subject to reduced disclosure requirements, and there is a risk that availing itself of such reduced disclosure requirements will make its ordinary shares less attractive to investors and may make it more difficult to compare Prospector’s performance with other public companies.

Prospector is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and Prospector 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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Prospector’s 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. As a result, Prospector’s shareholders may not have access to certain information it may deem important. Prospector cannot predict whether investors will find its securities less attractive because Prospector will rely on these exemptions. If some investors find Prospector’s securities less attractive as a result of Prospector’s reliance on these exemptions, the trading prices of Prospector’s securities may be lower than they otherwise would be, there may be a less active trading market for Prospector’s securities and the trading prices of Prospector’s securities may be more volatile.

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 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 an election to opt out is irrevocable. Prospector 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, Prospector, 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 Prospector’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, Prospector 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. To the extent Prospector takes advantage of such reduced disclosure obligations, it may also make comparison of Prospector’s financial statements with other public companies difficult or impossible.

If Prospector is deemed to be an investment company under the Investment Company Act of 1940, as amended, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to complete the Business Combination or cause the parties to abandon their efforts to complete the Business Combination.

On March 30, 2022, the SEC issued the SPAC Rule Proposals, relating, among other things, to circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder (the “SPAC Rule Proposals”). The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria.

To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of the registration statement for its IPO. The company would then be required to complete its initial business combination no later than 24 months after the effective date of the registration statement for its IPO.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like Prospector. It is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the current views of the SEC. Prospector completed its IPO in January 2021, has operated as a blank check company

searching for a target business with which to consummate a business combination since such time, announced its entry into the Business Combination with LeddarTech in June 2023, or 29 months after the effective date of the registration statement for Prospector’s IPO, and has not yet consummated the Business Combination. As a result, it is possible that a claim could be made that Prospector has been operating as an unregistered investment company if the SPAC Rule Proposals are adopted as proposed. If Prospector was deemed to be an investment company for purposes of the Investment Company Act, Prospector might be forced to abandon its efforts to complete a business combination and instead be required to liquidate the Company. If Prospector is required to liquidate the Company, Prospector’s investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of Prospector’s shares and warrants or rights following such a transaction, and Prospector’s warrants or rights would expire worthless.

To mitigate the risk of Prospector being deemed to have been operating as an unregistered investment company under the Investment Company Act, Prospector previously instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and to hold all funds in the Trust Account in a bank deposit account (i.e., in one or more bank accounts) until the earlier of the consummation of a business combination or Prospector’s liquidation, which liquidation and transfer was completed on September 18, 2023. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 4.5% per annum. Because the funds held in the Trust Account were invested in U.S. government treasury obligations or money market funds beyond the 24th month after the effective date of the registration statement for Prospector’s IPO, there is a risk that Prospector could be deemed to have been operating as an unregistered investment company under the Investment Company Act notwithstanding such mitigation efforts.

Prospector’s ability to complete an initial business combination with a U.S. target company may be impacted if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), and ultimately prohibited.

The Sponsor, Prospector Sponsor LLC, is a Cayman Islands limited liability company. Although entities organized in non-U.S. jurisdictions such as the Cayman Islands are sometimes considered “foreign persons” under the regulations administered by CFIUS, Prospector believes the Sponsor would not be considered a foreign person because it is ultimately controlled and majority-owned by U.S. nationals.

In the event the Sponsor is considered a foreign person, however, Prospector could also be considered a foreign person and would continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over Prospector for purposes of CFIUS’s regulations. Prospector could likewise be considered a foreign person if a foreign investor acquires a significant interest in Prospector and is viewed as having the ability to exercise control over Prospector. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which includes controlling investments as well as certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. If Prospector’s potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, Prospector may determine that it is required to make a mandatory filing or that it will submit a voluntary filing to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to delay the initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or recommend that the U.S. president block the initial business combination or order Prospector to divest all or a portion of a U.S. business of the combined company, which may limit the attractiveness of or prevent Prospector from pursuing certain initial business combination opportunities that it believes would otherwise be beneficial to Prospector and its shareholders. As a result, the pool of potential targets with which Prospector could complete an initial business combination may be impacted, and it may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and Prospector has limited time to complete its initial business combination. If Prospector cannot complete its initial business combination by December 31, 2023, or such later date that may be approved by Prospector’s shareholders, because the review process extends beyond such timeframe or because the initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, Prospector may be required to liquidate. If Prospector liquidates, its public shareholders may only receive approximately $10.89 per share (based on the amount held in the Trust Account as of

the Record Date (including interest not previously released to Prospector to pay its taxes), and Prospector’s warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If Prospector is unable to complete the Business Combination or another initial business combination by December 31, 2023, Prospector will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares, and, subject to the approval of its remaining shareholders and Prospector’s board of directors, dissolving and liquidating.

Prospector may not be able to complete the Business Combination or another initial business combination by December 31, 2023. Prospector’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 Prospector has not completed its initial business combination within such time period, Prospector 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of 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 Prospector’s remaining shareholders and Prospector’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to Prospector’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Because Prospector is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, Prospector’s shareholders may face difficulties in protecting their interests, and their abilities to protect their rights through the U.S. federal courts may be limited.

Prospector is 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 United States upon Prospector’s directors or officers, or enforce judgments obtained in the United States courts against Prospector’s directors or officers.

Prospector’s corporate affairs are governed by Prospector’s amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. Prospector is also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to Prospector 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 Prospector’s shareholders and the fiduciary responsibilities of Prospector’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, 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 United States.

Prospector has been advised by Maples and Calder, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against Prospector judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Prospector predicated upon the civil liability provisions of the federal securities laws of the United States 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 United States, 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 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, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

If Prospector is unable to consummate its business combination by December 31, 2023, Prospector’s public shareholders may be forced to wait until December 31, 2023 before redemption from Prospector’s Trust Account.

If Prospector is unable to consummate its initial business combination by December 31, 2023, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the Trust Account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If Prospector is required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait until December 31, 2023 before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. Prospector has no obligation to return funds to investors prior to the date of our redemption or liquidation unless Prospector consummates its initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if Prospector is unable to complete its initial business combination.

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

Prospector and the Company expect to incur significant, non-recurring costs in connection with consummating the Business Combination. Most of these costs are payable regardless of whether the Business Combination is completed. The Company’s transaction expenses as a result of the Business Combination are currently estimated at approximately $12.7 million, which is comprised of fees associated with legal, audit, printing and mailing of the proxy statement/prospectus, investor relations, insurance, and other operating costs related to the Business Combination. If the Company does not consummate the Business Combination, it will be required to pay its own fees and expenses, and the Company likely will not have sufficient cash available to pay its fees and expenses unless and until it completes a subsequent business combination transaction.

Subsequent to the consummation of the Business Combination, the Surviving Company may be exposed to unknown or contingent liabilities and may be required to subsequently 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 its share price, which could cause you to lose some or all of your investment.

Even though Prospector has conducted due diligence in connection with the Business Combination, Prospector cannot assure you that this diligence will identify all material issues that may be present within the Company, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Company’s and outside of Prospector’s control will not later arise. As a result of these factors, Prospector may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in Prospector reporting losses. Even if Prospector’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Prospector’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Prospector’s liquidity, the fact that Prospector reports charges of this nature could contribute to negative market perceptions about Prospector or its securities. In addition, charges of this nature may cause Prospector to violate net worth or other covenants to which Prospector may be subject as a result of assuming pre-existing debt held by a target business or by virtue of Prospector obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their securities. 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 Prospector’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission.

The historical financial results of the Company and unaudited pro forma financial information may not be indicative of what the Surviving Company’s actual financial position or results of operations would have been.

The historical financial results and unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the Surviving Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

After the Business Combination, our assets may not be sufficient to pay taxes or expenses, dividends or make distributions or loans to enable us to pay any dividends on Surviving Company Common Shares or satisfy our other financial obligations.

Following the consummation of the Business Combination, Prospector will have no direct operations and no significant assets. Prospector will depend on the Surviving Company for taxes or expenses, distributions, loans and other payments to generate the funds necessary to meet Prospector’s financial obligations, including Prospector’s expenses as a publicly traded company and to pay any dividends with respect to Surviving Company Common Shares. The financial condition and operating requirements of the Surviving Company may limit Prospector’s ability to obtain cash from the Surviving Company. The earnings from, or other available assets of, the Surviving Company may not be sufficient to pay dividends or make distributions or loans to enable Prospector to pay any dividends on Surviving Company Common Shares or satisfy Prospector’s other financial obligations.

Prospector/Surviving Company may be or may become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If the Surviving Company is (or, before the Business Combination, Prospector was) a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences (including in connection with the exercise of redemption rights in connection with the Business Combination, the Prospector Share Issuance, the Continuance and Prospector Amalgamation, and the ownership and disposition of Surviving Company Common Shares and Surviving Company Warrants after the Business Combination) and may be subject to additional reporting requirements. Prospector believes that it likely was a PFIC for its first taxable year (ending December 31, 2021) and its second taxable year (ending December 31, 2022). Further, assuming the Continuance and the Prospector Amalgamation qualify as reorganizations within the meaning of Section 368(a)(1)(F) of the Code, the Surviving Company will be treated as Prospector’s successor for U.S. federal income tax purposes and the Surviving Company (and, before the Business Combination, Prospector) may be treated as a PFIC in the taxable year ending December 31, 2023; however, this determination is uncertain. The Surviving Company may also be a PFIC in future taxable years. Notwithstanding the foregoing, in connection with the Business Combination, Prospector may change its taxable year to end on September 30 (rather than on December 31) although it has not undertaken to do so. In this case, Prospector would be expected to have a short taxable year in 2023 ending on September 30, 2023 and Prospector would likely be a PFIC for such short taxable year. Moreover, in such case, the Surviving Company would not expect to be a PFIC for the taxable year ending September 30, 2024; however, this determination is based on internal projections of future income, assets and operations and thus is uncertain.

U.S. Holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to Prospector Class A Shares, Public Warrants, Surviving Company Common Shares, and Surviving Company Warrants. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see “Material U.S. Federal Income Tax Considerations to U.S. Holders.”

The Business Combination has a specified Minimum Proceeds Condition. While redemptions by Prospector’s public shareholders are not expected to cause the parties to be unable to meet the Minimum Proceeds Condition, any failure of the PIPE Investors to fund their Tranche B-2 purchase concurrently with the closing of the Business Combination will make it more difficult for Prospector to complete the Business Combination as contemplated.

The Business Combination Agreement provides that the Company’s obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, the Minimum Proceeds Condition is satisfied. Pursuant to the PIPE Financing, PIPE Investors have committed to purchase secured convertible notes

of LeddarTech in an aggregate principal amount of approximately US$44.0 million, of which approximately US$17.9 million remains to be funded concurrent with the consummation of the Business Combination. Accordingly, it is expected that the Minimum Proceeds Condition will be met with the aggregate proceeds from the PIPE Financing, even if all of Prospector’s public shareholders were to exercise their redemption rights. However, any failure by one or more of the PIPE Investors to fund their required commitments could result in the Minimum Proceeds Condition not being satisfied.

If such condition is not met, and such condition is not or cannot be waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

There can be no assurance that the Company could and would waive the Minimum Proceeds Condition. Furthermore, as provided in the Prospector Articles, in no event will Prospector redeem its public shares in an amount that would cause its net tangible assets to be less than US$5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

If such conditions are waived, one or more of the PIPE Investors fail to fund their required commitments, and the Business Combination is consummated with less than US$43.0 million in the aggregate of proceeds from the PIPE Financing and the balance in the Trust Account, the cash held by the Surviving Company in the aggregate after the Closing may not be sufficient to allow the Surviving Company to operate and pay its bills as they become due. Furthermore, Prospector’s affiliates are not obligated to make loans to us in the future (other than the Sponsor’s commitment to provide Prospector loans in order to finance transaction costs in connection with a business combination). The additional exercise of redemption rights with respect to a large number of Prospector’s public shareholders may make Prospector unable to take such actions as may be desirable in order to optimize the capital structure of the Surviving Company after consummation of the Business Combination and Prospector may not be able to raise additional financing from unaffiliated parties necessary to fund its expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding Prospector’s ability to continue as a going concern at such time.

During the pendency of the Business Combination, Prospector will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of Prospector 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, Prospector may be at a disadvantage to its competitors during that period. In addition, while the Business Combination Agreement is in effect, neither Prospector nor the Company may, directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate (including by means of furnishing or disclosing information), discuss or negotiate any alternative takeover 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 Prospector’s 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.

If third parties bring claims against Prospector, 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 share.

Prospector’s placing of funds in the Trust Account may not protect those funds from third party claims against Prospector. Although Prospector will seek to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with Prospector waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Prospector’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 Prospector’s 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, Prospector’s management will consider whether competitive alternatives are reasonably available to Prospector and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. WithumSmith+Brown, PC, Prospector’s independent registered public accounting firm, and the underwriters of the IPO will not execute agreements with Prospector waiving such claims to the monies held in the Trust Account.

Examples of possible instances where Prospector 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 Prospector’s public shares, if Prospector is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, Prospector will be required to provide for payment of claims of creditors that were not waived that may be brought against Prospector within the 10 years following redemption. Accordingly, the per-share redemption amount received by 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 the letter agreement which is filed as an exhibit to Prospector’s Annual Report, the Sponsor has agreed that it will be liable to Prospector if and to the extent any claims by a third party for services rendered or products sold to Prospector, or a prospective target business with which Prospector has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds 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 share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under Prospector’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, Prospector has not asked the Sponsor to reserve for such indemnification obligations, nor has Prospector independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and Prospector believes that the Sponsor’s only assets are securities of Prospector. Therefore, Prospector cannot assure you that the 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 Prospector’s initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, Prospector may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of Prospector’s officers or directors will indemnify Prospector for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Prospector’s directors may decide not to enforce the indemnification obligations of their Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per 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 share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Prospector’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Prospector currently expects that our independent directors would take legal action on Prospector’s behalf against the Sponsor to enforce its indemnification obligations to Prospector, it is possible that Prospector’s 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 Prospector’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Prospector’s public shareholders may be reduced below $10.00 per share.

Prospector may not have sufficient funds to satisfy any indemnification claims from Prospector’s directors and executive officers.

Prospector has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, Prospector’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by Prospector only if (i) Prospector has sufficient funds outside of the Trust Account or (ii) Prospector consummates an initial business combination. Prospector’s obligation to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against Prospector’s officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Prospector’s officers and directors, even though such an action, if successful, might otherwise benefit Prospector and Prospector’s shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent Prospector pays the costs of settlement and damage awards against Prospector’s officers and directors pursuant to these indemnification provisions.

If Prospector is unable to consummate its initial business combination, after Prospector distributes the proceeds in Prospector’s trust account to Prospector shareholders, and Prospector files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against Prospector that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Prospector’s board of directors may be viewed as having breached their fiduciary duties to Prospector creditors, thereby exposing the members of Prospector’s board to claims of punitive damage.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance”. As a result, a liquidator could, in certain circumstances, seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages, 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 us for these reasons.

If Prospector is unable to consummate its initial business combination, and if a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against Prospector and it is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Prospector shareholders and the per share amount that would otherwise be received by Prospector shareholders in connection with Prospector’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation 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.

Prospector’s shareholders may be held liable for claims by third parties against Prospector to the extent of distributions received by them upon redemption of their shares if no business combination occurs.

If Prospector 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, Prospector was unable to pay its 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 Prospector’s shareholders. Furthermore, Prospector’s directors may be viewed as having breached their fiduciary duties to Prospector or Prospector’s creditors and/or may have acted in bad faith, thereby exposing themselves and Prospector to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. Claims may be brought against Prospector for these reasons. Prospector and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of Prospector’s share premium account while Prospector was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of US$18,293 and to imprisonment for five years in the Cayman Islands.

The public shareholders will experience immediate dilution as a consequence of the issuance of Surviving Company Common Shares as consideration in the Business Combination and the PIPE Financing and due to future issuances pursuant to the Incentive Plan, and may experience future dilution in the event of the vesting and conversion of the Surviving Company Earnout Non-Voting Special Shares.

If the public shareholders approve the Business Combination Proposal and the other proposals described herein and the parties consummate the Business Combination, each issued and outstanding AmalCo Common Share shall, from and after the Company Amalgamation, represent one Surviving Company Common Share. It is anticipated that, upon completion of the Business Combination, assuming no redemptions by Prospector’s public shareholders, a total of approximately 30.5 million Surviving Company Shares will be issued and outstanding, and (i) Prospector’s public shareholders would own approximately 14.4% of the outstanding Surviving Company Common Shares, (ii) the Sponsor (excluding securities acquired in the PIPE Financing) would own approximately 20.0% of the outstanding Surviving Company Common Shares, (iii) the Company Shareholders (including affiliates of the Sponsor, but excluding securities acquired in the PIPE Financing) would own approximately 37.7% of the outstanding Surviving Company Common Shares and (iv) PIPE Investors (solely with respect to securities acquired in the PIPE Financing) would own approximately 27.9% of the outstanding Surviving Company Common Shares.

The expected number of Surviving Company Common Shares to be issued by the Surviving Company and the ownership percentages set forth above are calculated based on a number of assumptions, including (w) no redemptions of Prospector Class A Shares in connection with the Business Combination, (x) no conversions under LeddarTech’s outstanding convertible notes prior to or in connection with the Business Combination, (y) no exercise of any LeddarTech or Prospector warrants or outstanding LeddarTech options prior to or in connection with the Business Combination and (z) none of the Surviving Company Earnout Non-Voting Special Shares or the Surviving Company Sponsor Non-Voting Special Shares are converted to Surviving Company Common Shares immediately following the completion of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the relative ownership percentages in the Surviving Company will be different. See the section entitled “Summary — Impact of the Business Combination on Surviving Company’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

To the extent that (v) any of Surviving Company Earnout Non-Voting Special Shares vest and are converted, (w) any of the Company’s convertible notes purchased in the PIPE Financing are converted, (x) awards are issued under the proposed Incentive Plan, (y) any LeddarTech or Prospector warrants are exercised or (z) additional Surviving Company Common Shares are issued to raise capital for the Surviving Company or are issued in payment of transaction expenses incurred in the Business Combination, then the public shareholders may experience substantial dilution. In addition, LeddarTech has agreed to issue to Desjardins warrants to purchase Company Common Shares at $0.01 per share prior to the Closing, which warrants will be assumed by the Surviving Company and exercisable for 250,000 Surviving Company Common Shares at $0.01 per share, and Surviving Company Common Shares with a dollar value of US$700,000 will be issued to an existing LeddarTech service provider no earlier than thirty days following the closing of the Business Combination. See “Unaudited Pro Forma Condensed Combined Financial Information.” Substantial dilution may lead to results such as (i) the decrease of proportionate ownership interest, (ii) the decrease of the amount of cash available per share, including for payment of any dividends in the future, (iii) the diminishment of the relative voting strength of each previously outstanding share, and (iv) a negative impact on the market price of Surviving Company Common Shares.

Warrants will become exercisable for Surviving Company Common Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Outstanding warrants to purchase shares of Prospector, which will become exercisable for Surviving Company Common Shares following the Closing, will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. Under the current terms of the Warrant Agreement these warrants will become exercisable at any time after the completion of the Business Combination. The exercise price of these warrants will be $11.50 per share, subject to adjustment, on the terms and subject to the conditions set forth in the Warrant Agreement, and, as applicable, the Sponsor Letter Agreement. To the extent such warrants are exercised, additional Surviving Company Common Shares will be issued, which will result in dilution to the holders of Surviving Company Common Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Surviving Company Common Shares. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the public warrants may expire worthless.

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

Prospector’s warrants are issued in registered form under a warrant agreement between Continental, as warrant agent, and Prospector. The Warrant Agreement provides that the terms of the 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 65% of the then-outstanding public warrants voting together as a single class to make any change that adversely affects the interests of the registered holders of warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or working capital warrants or any provision of the warrant agreement with respect to the Private Placement Warrants or working capital warrants, 65% of the then-outstanding Private Placement Warrants or working capital warrants, as applicable, voting together as a single class. Accordingly, Prospector may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants, voting together as a single class, approve of such amendment. Prospector’s ability to amend the terms of such warrants with the consent of at least 65% of the then-outstanding warrants includes, but is not limited to, amendments to increase the exercise price, to convert such warrants into cash or shares, to shorten the exercise period or to decrease the number of ordinary shares purchasable upon exercise of such warrant.

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

Prospector has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of US$0.01 per warrant, provided that the closing price of Prospector’s Class A ordinary shares equals or exceeds US$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 the date on which Prospector gives proper notice of such redemption to the warrants holders and provided certain other conditions are met. If and when the warrants become redeemable by Prospector, Prospector 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. As a result, Prospector may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

In addition, Prospector has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, provided that the closing price of Prospector’s Class A ordinary shares equals or exceeds US$10.00 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 and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of Class A ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

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

In connection with the Closing, the Surviving Company intends to list its common shares on Nasdaq under the symbol “LDTC”. The Surviving Company’s continued eligibility for listing may depend on the number of Prospector’s ordinary shares that are converted. If, after the proposed Business Combination, Nasdaq delists the Surviving Company’s shares from trading on its exchange for failure to meet the listing standards, the Surviving Company and its shareholders could face material adverse consequences including:

•        a limited availability of market quotations for the Surviving Company’s securities;

•        reduced liquidity for the Surviving Company’s securities;

•        a determination that the Surviving Company Common Shares constitute a “penny stock” which will require brokers trading in the Surviving Company Common Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for Surviving Company Common Shares;

•        a limited amount of analyst coverage; and

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

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an initial public offering and may create risks for our unaffiliated investors.

An initial public offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an IPO company’s business, financial condition and results of operations. Going public via a business combination with a SPAC, such as Prospector, does not involve any underwriters and may therefore result in less careful vetting of information that is presented to the public.

In addition, going public via a business combination with a SPAC does not involve a bookbuilding process as is the case in an initial public offering. In any initial 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 business combination involving a SPAC, the value of the target company is established by means of negotiations between the target company and the SPAC. The process of establishing the value of a target company in a SPAC business combination may be less effective than an initial public offering bookbuilding process and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the Closing. In addition, while initial public offerings are frequently oversubscribed, resulting in additional potential demand for shares in the aftermarket following an initial public offering, there is no comparable process of generating investor demand in connection with a business combination between a target company and a SPAC, which may result in lower demand for Prospector’s securities after closing, which could in turn decrease liquidity and trading prices as well as increase trading volatility.

Prospector has identified material weaknesses in its internal control over financial reporting. If Prospector is unable to develop and maintain an effective system of internal control over financial reporting, Prospector may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Prospector and materially and adversely affect its business and operating results.

As described in Prospector’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 28, 2023, Prospector identified a material weakness in its internal control over financial reporting; specifically, that its control around the interpretation and accounting for extinguishment of a significant contingent obligation was not effectively designed or maintained, thus the accounting for warrants being incorrectly presented as part of equity rather than as liabilities resulted in restatement of the March 31, 2023 and June 30, 2023 financial statements and the inaccurate disclosure of the trust account assets as of September 30, 2023 resulted in errors to respective financial statements. As a result of these material weaknesses, Prospector’s management concluded that its disclosure controls and procedures were not effective as of September 30, 2023. See “Note 2 — Restatement of Previously Issued Financial Statements” to Prospector’s financial statements, as well as Part I. Item 4. Controls and Procedures included in Prospector’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 28, 2023. Prospector has taken a number of measures to remediate the material weaknesses described herein. However, if it is unable to remediate the material weaknesses in a timely manner or it identifies additional material weaknesses, Prospector may be unable to provide required financial information in a timely and reliable manner and may incorrectly report financial information. Likewise, if Prospector’s financial statements are not filed on a timely basis, it could be subject to sanctions or investigations by the stock exchange on which its Class A ordinary shares are listed, the SEC or other regulatory authorities. The existence of material weaknesses in internal control over financial reporting could adversely affect Prospector’s reputation or investor perceptions of Prospector, which could have a negative effect on the trading price of its shares. Prospector can give no assurance that the measures it has taken and plans to take in the future will remediate the material weaknesses 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. Even if Prospector is successful in strengthening its 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 Prospector’s financial statements.

If Prospector identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, Prospector may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Prospector’s financial reporting and its share price may decline as a result. Prospector cannot assure you that any measures it may take in the future will be sufficient to avoid potential future material weaknesses.

Prospector, and following our initial business combination, the post-business combination company, may face litigation and other risks as a result of Prospector’s material weaknesses in its internal control over financial reporting.

As a result of the material weaknesses in Prospector’s internal control over financial reporting, the change in accounting for the warrants and the change in accounting for the public shares, Prospector potentially faces 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 and the preparation of Prospector’s financial statements. As of the date of this proxy statement/prospectus, Prospector has no knowledge of any such litigation or dispute. However, Prospector 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 Prospector’s business, results of operations and financial condition or Prospector’s ability to complete a business combination.

Risks Related to Conflicts of Interest

The Sponsor, members of Prospector’s management team and its board of directors have interests that are different, or in addition to (and which may conflict with), the interests of Prospector’s public shareholders and conflicts of interest relating to the business combination with the Company. Such conflicts may adversely affect the interests of Prospector’s shareholders and the Company’s shareholders.

The Sponsor and members of Prospector’s management team and board of directors have interests that are different, or in addition to (and which may conflict with), the interests of Prospector’s public shareholders and conflicts of interest relating to the Business Combination. Such conflicts may adversely affect the interests of Prospector’s shareholders and the Company’s shareholders and include the following:

•        The Sponsor owns 100% of the Prospector Class B Shares or approximately 78.7% of all Prospector Shares outstanding. Accordingly, a significant amount of voting power to approve the Business Combination is held by the Sponsor and no public shareholders are required to vote in favor of a business combination in order for a business combination to be approved. The foregoing does not take into account warrants to purchase an additional 500,000 Prospector Class A Shares.

•        Derek Aberle, who is the Chief Executive Officer and a member of the board of directors of Prospector, and Nick Stone, who is the Chief Financial Officer and a member of the board of directors of Prospector, are both managers of the Sponsor and both serve on the board of directors of the Company. Mr. Stone is a manager of FS Investors, which holds approximately 25.8% of the Company on an as-converted basis prior to the Business Combination. As a result of the foregoing, Messrs. Aberle and Stone may be deemed to have a significant influence over the Company and conflicts of interest in the Business Combination. Additionally, all of the other members of Prospector’s board of directors (other than Mr. Ron Lumbra) have direct or indirect investments in the Company prior to the Business Combination.

The exercise of Prospector’s directors’ and officers’ discretion in agreeing to the terms of the Business Combination, or changes or waivers relating thereto, involve conflicts of interest relating to the ownership and positions described above when determining whether such terms, changes or waivers are appropriate and in Prospector’s shareholders’ best interests.

Directors and officers of Prospector have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination and approval of the other Shareholder Proposals described in this proxy statement/prospectus.

When you consider the recommendation of the Prospector Board in favor of approval of the Shareholder Proposals in this proxy statement/prospectus, including the Business Combination Proposal, you should keep in mind that the Sponsor and Prospector’s directors and officers have interests in such proposals that are different from, or in addition to, those of Prospector’s public shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        Prior to Prospector’s IPO, the Sponsor purchased 8,125,000 Prospector Class B Shares and 5,666,667 Private Placement Warrants for an aggregate purchase price of US$8,525,000. As a result of the significantly lower price per Prospector Class B Share paid by the Sponsor as compared with the price per Prospector Class A Share paid by Prospector’s public shareholders, it is possible that a transaction may result in an increase in the value of the Sponsor’s investment, while at the same time resulting in a decrease in the value of the investment of Prospector’s public shareholders.

•        Based on the closing trading prices of the Prospector Class A Shares and Prospector Warrants on the Record Date, the Sponsor and its affiliates held 8,125,000 Prospector Class B Shares and 5,666,667 Private Placement Warrants, which has an approximate value of US$88 million.

•        Although the Sponsor and its affiliates have committed considerable capital to Prospector, including through its participation in the Prospector IPO and its contribution of a portion of the promote for no consideration, if the Business Combination is consummated, taking into account the investments described above, including the promote, it is possible that the Sponsor and its affiliates could realize a positive rate of return on such investments even if other Prospector shareholders experience a negative rate of return following the Business Combination.

•        If Prospector does not consummate a business combination by December 31, 2023, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Prospector Class A Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 8,125,000 Prospector Class B Shares owned by the Sponsor would be worthless because following the redemption of the Prospector Class A Shares, Prospector would likely have few, if any, net assets. Additionally, in such event, the 5,166,667 Private Placement Warrants purchased by the Sponsor simultaneously with the consummation of the IPO, and not subsequently forfeited, will expire worthless.

•        Prospector’s directors, Mr. Derek Aberle, Mr. Nick Stone, Mr. Steve Altman, Mr. Jonathan A. Levy and Mr. Ron Lumbra, also have a direct or indirect economic interest in such Private Placement Warrants and in the 8,125,000 Prospector Class B Shares owned by the Sponsor or its affiliates. The 8,125,000 shares of Surviving Company Common Shares into which the 8,125,000 Prospector Class B Shares held by the Sponsor will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of US$87.8 based upon the closing price of US$10.80 per Prospector Class A Share on Nasdaq on November 14, 2023, the record date for the extraordinary general meeting. However, given that such shares of Surviving Company Common Shares will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, Prospector believes such shares have less value. The 5,666,667 Surviving Company Warrants into which the 5,666,667 Private Placement Warrants held by the Sponsor will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately US$283,333 based upon the closing price of US$0.05 per Public Warrant on Nasdaq on November 14, 2023, the record date for the EGM.

•        Accordingly, the Sponsor, and Prospector’s officers and directors, will lose their entire investment of US$8,525,000, consisting of the Sponsor’s US$7,775,000 initial investment (after adjustments for the return of certain funds to the Sponsor) and the Sponsor’s US$750,000 Private Placement Warrant purchase price, if Prospector does not complete a business combination by December 31, 2023.

•        The Sponsor will benefit economically from the completion of a Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. That said, the Sponsor, by pursuing a business combination with a less favorable target company or on terms less favorable to shareholders than what it would normally negotiate, may cause irreparable reputational damage to the Sponsor and its affiliates, which far exceeds the dollar value of the investments made in the Prospector Class B Shares and Private Placement Warrants, and this risk similarly serves as a disincentive from pursuing an unattractive business combination.

•        Pursuant to that certain letter agreement, dated as of January 7, 2021, by and among the Prospector and the Sponsor, in connection with Prospector’s IPO, the Sponsor and other signatories (each of whom is a member of Prospector’s Board and/or management team) is subject to certain restrictions on transfer with respect to: (i) the Prospector Class B Shares (as defined in such letter agreement); and (ii) Private Placement Warrants (as defined in such letter agreement). Such restrictions on the Prospector Class B Shares end on the date that is one year after Closing, or are subject to an early price-based release if: (a) the price of the shares equals or exceeds US$12.00 per share for any twenty trading days within any thirty-day trading period at least 150 days after the Business Combination, or (b) Prospector completes a transaction that results in public shareholders having the right to exchange the Prospector Class A Shares for cash, securities or other property. The restrictions on the Private Placement Warrants were originally set to end 30 days after the completion of a business combination. On June 30, 2021, Prospector and the Sponsor executed an agreement whereby the Sponsor agreed not to transfer its Private Placement Warrants to non-affiliated holders.

•        The Sponsor irrevocably and unconditionally agreed that during the period commencing on January 12, 2021 and ending on the earliest of (a) the effective time of the Business Combination, and (b) such date and time of the termination of the Business Combination Agreement in accordance with its terms, such Sponsor shall not elect to cause Prospector to redeem any of the 8,125,000 Prospector Class B Shares and 5,166,667 Private Placement Warrants beneficially owned or owned of record by the Sponsor, or submit any of such securities for redemption, in connection with the transactions contemplated by the Business Combination Agreement or otherwise.

•        None of Mr. Derek Aberle, Mr. Nick Stone, Mr. Steve Altman, Mr. Jonathan A. Levy and Mr. Ron Lumbra, nor any other affiliate of Prospector were involved in the making of the Company’s decisions as to the Business Combination and alternative transactions. The potential interests of Messrs. Aberle, Stone, Altman and Levy were properly disclosed to the Prospector Board, and the Prospector Board considered these interests, among other matters, in evaluating and negotiating the business combination and transaction agreements and in recommending to Prospector’s shareholders that they vote in favor of the Shareholder Proposals presented at the Prospector EGM, including the Business Combination Proposal. Shareholders should take these interests into account in deciding whether to approve the Shareholder Proposals presented at the Prospector EGM, including the Business Combination Proposal.

•        The Sponsor and Prospector’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Prospector Class B Shares if Prospector fails to complete a business combination by December 31, 2023.

•        Prospector’s existing directors and officers will be eligible for continued indemnification and continued coverage under Prospector’s directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement.

•        Following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to Prospector and remain outstanding, if any. If Prospector does not complete an initial business combination within the required period, Prospector may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used for this purpose.

•        The Sponsor, officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination, including repayment of any other loans and advances made. However, if Prospector fails to consummate a business combination by December 31, 2023, they will not have any claim against the Trust Account for reimbursement. Accordingly, Prospector may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by such date.

•        Pursuant to the Registration Rights Agreement, the Sponsor, certain of its respective affiliates and certain shareholders of the Company will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Surviving Company Common Shares and warrants held by such parties following the consummation of the Business Combination.

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

The personal and financial interests of the Sponsor as well as Prospector’s directors and officers may have influenced their motivation in identifying and selecting the Company as a business combination target, completing an initial business combination with the Company and influencing the operation of the business following the initial business combination. In considering the recommendations of Prospector’s board of directors to vote for the Shareholder Proposals, its shareholders should consider these interests.

Since Prospector’s sponsor, officers and directors will lose their entire investment if Prospector’s initial business combination is not completed by December 31, 2023, a conflict of interest may arise in determining whether a particular business combination target is appropriate for Prospector’s initial business combination.

On September 28, 2020, the Sponsor paid US$10,075,000 to purchase the Prospector Class B Shares and the Private Placement Warrants. On December 16, 2020, pursuant to the SPA Amendment, the Sponsor returned certain Prospector Class B Shares and Private Placement Warrants to Prospector for US$2,300,000. On January 7, 2021, pursuant to the Private Placement Warrants Purchase Agreement, the Sponsor agreed to purchase an aggregate of 166,666 Private Placement Warrants (or 766,666 in the aggregate if the underwriters’ option to purchase additional units was exercised in full) simultaneously with the closing of the IPO. In addition, on January 7, 2021, Prospector effected a 1:1.2 share capitalization of Prospector Class B Shares, resulting in an aggregate of 8,625,000 Prospector Class B Shares outstanding, all of which are held by the Sponsor. As a result of the underwriter’s partial exercise of its option to purchase additional units, 500,000 Prospector Class B Shares were forfeited. Prior to consummation of the Securities Purchase Agreement, Prospector had no assets, tangible or intangible. The number of Prospector Class B Shares outstanding was determined based on the expectation that such Prospector Class B Shares would represent 20% of the outstanding shares after the IPO. The Prospector Class B Shares will be worthless if Prospector does not complete its initial business combination. In addition, 5,666,667 Private Placement Warrants, each exercisable for one Prospector Class A Share at US$11.50 per share, at a purchase price of US$1.50 per Private Placement Warrant, will also be worthless if Prospector does not complete its initial business combination. The personal and financial interests of Prospector’s 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 December 31, 2023 nears, which is the deadline for Prospector’s completion of its initial business combination.

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either Prospector or the Company may refuse to complete the Business Combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned Closing. However, certain types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on Prospector or the Company, including the following events (except, in certain cases, where the change has a disproportionate effect on a party):

•        changes in general economic or political conditions or the securities, credit or financial markets, including changes in interest or exchange rates;

•        general changes or developments in the industries in which any of the Group Companies operate;

to or immediately after the EGM. In addition, if such purchases are made, the public “float” of the Surviving Company Common Shares following the Business Combination and the number of beneficial holders of Surviving Company Common Shares may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Surviving Company Common Shares on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for Surviving Company Common Shares. Reductions in the public “float” may also increase the relative voting power of the Sponsor and/or its affiliates.

As a result, investors receiving any such incentives would therefore receive a benefit in a manner otherwise unavailable to other Prospector public shareholders, and benefits and incentives provided to any such investors may result in detriments to Prospector public shareholders. As the Sponsor will lose its entire investment in Prospector if Prospector does not complete a business combination by December 31, 2023, but can still earn a positive rate of return on its investment, even if other Prospector public shareholders experience a negative rate of return in the Surviving Company following the Closing, and as the Sponsor is likely to be able to make a substantial profit on its investment in Prospector even at a time when the Surviving Company Common Shares may lose significant value, the Sponsor may be incentivized to complete an initial business combination on terms or conditions that are not in the best interests of the Prospector public shareholders, including by providing incentives to investors to vote in favor of the Business Combination Proposal in a manner that may be detrimental to Prospector public shareholders.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Prospector will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

If Prospector’s due diligence investigation of the Company was inadequate, then shareholders of Prospector following the consummation of the Business Combination could lose some or all of their investment.

Even though Prospector conducted a due diligence investigation of the Company that it believed to be reasonable, it cannot be certain that this due diligence uncovered all material issues that may be present inside the Company or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Company and its business and outside of its control will not later arise.

Prospector has conducted due diligence to assess the management of the Company’s business but cannot assure shareholders that the Company’s management has all the skills, qualifications or abilities necessary to manage a public company.

Prospector conducted due diligence on the Company and its management team, but its assessment of the capabilities of the Company’s management may prove to be incorrect and Company management may lack the skills, qualifications or abilities that Prospector believed the Company’s management to have. Should the Company’s management, to the extent they become management of the Surviving Company, not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the Surviving Company following the Business Combination may be adversely impacted. Accordingly, any Prospector Shareholders or Warrantholders who choose to remain stockholders or warrant holders of the Surviving Company following the Business Combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders 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 Prospector’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

Goldman Sachs, the lead underwriter in Prospector’s IPO, was to be compensated, in part, on a deferred basis for already-rendered underwriting services in connection with Prospector’s IPO, yet Goldman Sachs, without any consideration from Prospector or the Company, gratuitously waived its entitlement to such compensation and disclaimed any responsibility for this proxy statement/prospectus, but Goldman Sachs remains entitled to customary indemnification and contribution obligations of Prospector in connection with the Business Combination.

Goldman Sachs was the lead underwriter in Prospector’s IPO. Pursuant to the underwriting agreement for the IPO, Goldman Sachs was entitled to deferred compensation in the aggregate amount of $11,375,000 as consideration for services rendered to Prospector in connection with the IPO, which was to become payable upon consummation of a business combination transaction; however, Goldman Sachs gratuitously waived its entitlement to such compensation.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of SEC Regulation S-X. Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus unless otherwise defined.

The following unaudited pro forma condensed consolidated statement of financial position of the Surviving Company and its consolidated subsidiaries after giving effect to the Business Combination as of June 30, 2023 and the unaudited pro forma condensed consolidated statements of loss of the Surviving Company and its consolidated subsidiaries for the nine months ended June 30, 2023 and for the year ended September 30, 2022 present the combination of the financial information of Prospector, Newco and LeddarTech, after giving effect to the Business Combination, related transactions and adjustments for other material events.

The unaudited pro forma condensed consolidated statement of financial position as of June 30, 2023 gives pro forma effect to the Business Combination, related transactions and adjustments for other material events as if they had occurred on June 30, 2023. The unaudited pro forma condensed consolidated statements of loss for the nine months ended June 30, 2023 and for the year ended September 30, 2022 give pro forma effect to the Business Combination, related transactions and adjustments for other material events as if they had occurred on October 1, 2021.

The unaudited pro forma condensed consolidated financial information has been derived from, and should be read in conjunction with, the historical financial statements of LeddarTech, Newco and Prospector and the notes thereto, as well as the disclosures contained elsewhere in this proxy statement/prospectus.

The accounting policies used in the preparation of the unaudited pro forma condensed consolidated financial information incorporate the significant accounting policies used by LeddarTech for the respective periods in the consolidated financial statements included in this proxy statement/prospectus. The historical financial information of Prospector has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma condensed consolidated financial information. No adjustments were required to convert the Prospector financial statements from U.S. GAAP to IFRS for purposes of the consolidated unaudited pro forma financial information, except to classify Prospector Class A Shares subject to redemption as current liabilities under IFRS, to classify the convertible promissory note issued by Prospector to the Sponsor as a current liability under IFRS and to record the outstanding Prospector Warrants as a liability under IFRS.

The unaudited pro forma condensed consolidated financial information has been presented for illustrative purposes only and may not necessarily reflect what the Surviving Company’s financial condition or results of operations would have been had the Business Combination, related transactions and adjustments for other material events occurred on the dates indicated. Further, the unaudited pro forma condensed consolidated financial information also may not be useful in predicting the future financial condition and results of operations of the Surviving Company. 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 unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed consolidated financial information and are subject to change as additional information becomes available and analyses are performed.

Pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial information are based on items that are factually supportable, directly attributable to the Business Combination, related transactions and adjustments for other material events for which there are firm commitments and are expected to have a continuing impact on the unaudited pro forma condensed consolidated financial information for which completed financial effects are objectively determinable.

Description of the Business Combination, Related Transactions and Adjustments for Other Material Events

On June 12, 2023, Prospector entered into the Business Combination Agreement with LeddarTech and Newco. Prior to the Business Combination, the outstanding securities of Prospector consist of:

•        Prospector Class A Shares held by public shareholders — 2,194,056

•        Prospector Class B Shares held by the Sponsor — 8,125,000

•        Public Warrants (after separation — see Redemption Offer below) — 10,833,333

•        Private Placement Warrants held by the Sponsor — 5,666,667

The Business Combination Agreement contemplates that the business combination among Prospector, the Company and Newco will be completed through the following series of transactions:

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

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

•        The Company Preferred Shares will convert into Company Common Shares and, on the terms and subject to the conditions set forth in the Plan of Arrangement, pursuant to the Share Exchange, AmalCo will acquire all of the issued and outstanding Company Common Shares from LeddarTech Holders in exchange for common shares of AmalCo having an aggregate equity value of US$200 million (at a negotiated value of US$10.00 per share) plus additional AmalCo earnout shares (with the terms set forth in the Business Combination Agreement) (see below);

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

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

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

The negotiated US$10.00 per share equity value of the AmalCo shares to be issued to LeddarTech holders in exchange for all of the issued and outstanding was determined by the parties through arm’s length negotiations over a protracted period giving consideration to a number of factors, including LeddarTech’s industry conditions and opportunities, comparable companies and their respective operating results and market values, the value of LeddarTech’s intellectual property, historical financial performance and operating metrics, and other factors as set forth under the caption “The Business Combination — Prospector’s Board of Directors’ Reasons for the Approval of the Business Combination.” There can be no assurance that the actual market value of the Surviving Company Common Shares will equal or approximate US$10.00 per share upon closing of the Business Combination. See “Risk Factors — Risks Related to Ownership of Surviving Company Common Shares Following the Business Combination and the Surviving Company Operating as a Public Company — The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination, and an active market for the Surviving Company’s securities may not materialize, which would adversely affect the liquidity and price of the Surviving Company’s securities,” “ — Warrants will become exercisable for Surviving Company Common Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders” and “— If the benefits of the Business Combination do not meet the expectations of investors, shareholders or financial analysts, the market price of the Surviving Company’s securities may decline.”

The market price of the Surviving Company Common Shares is expected to be influenced by a number of factors that are outside the control of the Company, included but not limited to the market’s perception of the Business Combination, the reaction of the market to the additional Prospector Class A Share issued to each Prospector Non-Redeeming Shareholder for each non-redeemed Prospector Class A Share held by such Prospector Non-Redeeming Shareholder, the conversion of the Sponsor Shares into Surviving Company Common Shares, uncertainty at the time of preparation of the accompanying unaudited pro forma condensed consolidated financial information concerning additional PIPE Financing to be raised and other developments that could arise between the filing of this proxy statement/prospectus and the Closing. See “— Anticipated Accounting Treatment” below and “Risk Factors — Risks

Related to Prospector and the Business Combination — The public shareholders will experience immediate dilution as a consequence of the issuance of Surviving Company Common Shares as consideration in the Business Combination and the PIPE Financing and due to future issuances pursuant to the Incentive Plan, and may experience future dilution in the event of the vesting and conversion of the Surviving Company Earnout Non-Voting Special Shares.”

The ability of the Company to fulfill its obligations and finance its future activities depends on its ability to raise capital and the continuous support of its creditors. The Company has historically been successful in raising capital through issuances of equity and debt and amending or refinancing its credit facilities. However, there can be no certainty as to the ability of the Company to achieve successful outcomes to these matters. This indicates the existence of a material uncertainty that raises substantial doubt about the ability of the Company to continue as a going concern. While the Business Combination, the PIPE Financing and the sixth amending agreement to the Desjardins Credit Facility dated as of October 31, 2023 are expected to improve the Company’s liquidity position, unless the Company is successful in raising additional capital, these transactions do not remove substantial doubt about the ability of the Company to continue as a going concern.

Prospector Share Issuance

Prospector will be providing the holders of the Prospector Class A Shares the right to redeem all or a portion of their Prospector Class A Shares in connection with the Business Combination. Prospector will issue at the Closing, as a dividend, following the Prospector Shareholder Redemption and prior to the Continuance, to each holder of Prospector Class A Shares on the Closing Date that elects not to participate in the redemption one additional Prospector Class A Share for each non-redeemed Prospector Class A Share on the Closing Date. Following the Prospector Shareholder Redemption but prior to the Prospector Share Issuance, the Prospector Class A Shares and the Prospector Warrants comprising each issued and outstanding Prospector Unit immediately prior to the Prospector Share Issuance shall be automatically separated.

Such additional Prospector Class A Shares are being issued as a dividend in an effort to reduce redemptions in an on-going high redemption environment for special purpose acquisition company business combinations. The potential market price of the Surviving Company Common Shares upon the completion of the Business Combination is subject to numerous risks and may be influenced by the Prospector Share Issuance. See “Risk Factors — Risks Related to Ownership of Surviving Company Common Shares Following the Business Combination and the Surviving Company Operating as a Public Company — The actual market value of the Surviving Company Common Shares will not be known until after completion of the Business Combination, and an active market for the Surviving Company’s securities may not materialize, which would adversely affect the liquidity and price of the Surviving Company’s securities,” “— Warrants will become exercisable for Surviving Company Common Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders” and “— If the benefits of the Business Combination do not meet the expectations of investors, shareholders or financial analysts, the market price of the Surviving Company’s securities may decline.”

Convertible Promissory Notes

On May 16, 2022, Prospector entered into a convertible promissory note with the Sponsor, pursuant to which Prospector may borrow up to an aggregate principal amount of US$1,500,000 (the “Prospector Convertible Promissory Note” or “Convertible Promissory Note — Related Party”). The Prospector Convertible Promissory Note is non-interest bearing and due on the earlier of December 31, 2023 and the date on which Prospector consummates its initial business combination. If Prospector completes a business combination, it would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, Prospector may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to US$1,500,000 of such additional loans (if any) may be convertible into warrants, at a price of US$1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Letter Agreement.

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

PIPE Financing

On June 12, 2023, LeddarTech entered into the Subscription Agreement with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase secured convertible notes of LeddarTech (the “PIPE Convertible Notes”) in an aggregate principal amount of at least US$43.0 million, payable in two tranches. On October 30, 2023, LeddarTech and the PIPE Investors entered into an amendment to the Subscription Agreement, pursuant to which the PIPE Investors agreed to accelerate the timing of their purchase of a portion of the second tranche of secured convertible notes.

•        On June 13, 2023, the issuance of the Tranche A-1 Notes in the aggregate principal amount of US$21.66 million occurred in connection with the execution of the Business Combination Agreement. In addition to receiving the Tranche A-1 Notes, the PIPE Investors (the “Tranche A-1 PIPE Investors”) received warrants to acquire 595,648 Class D-1 preferred shares of LeddarTech (the “Class D-1 Preferred Shares” and the warrants, the “Tranche A-1 PIPE Warrants”), which will entitle the Tranche A-1 PIPE Investors to receive 8,052,832 Surviving Company Common Shares in connection with such Tranche A-1 PIPE Warrants upon the closing of the Business Combination.

•        Subsequent to June 30, 2023, the Company issued the Tranche A-2 Notes in the aggregate principal amount of US$0.34 million. In addition to receiving the Tranche A-2 Notes, these PIPE Investors (the “Tranche A-2 PIPE Investors” and, together with the Tranche A-1 PIPE Investors, the “Tranche A PIPE Investors”) received warrants to acquire 9,355 Class D-1 preferred shares of LeddarTech (the “Tranche A-2 PIPE Warrants” and, together with the Tranche A-1 PIPE Warrants, the “Tranche A PIPE Warrants”) which will entitle the Tranche A-2 PIPE Investors to receive 124,108 Surviving Company Common Shares upon the closing of the Business Combination.

•        Pursuant to an amendment to the Subscription Agreement dated October 30, 2023, approximately US$4.1 million of Tranche B-1 Notes was issued on October 31, 2023, with the issuance of the remaining US$17.9 million Tranche B Notes (the PIPE Investors receiving such Tranche B-2 Notes, the “Tranche B-2 PIPE Investors”) contingent upon, among other things, the substantially concurrent consummation of the Business Combination. In addition to receiving the Tranche B-1 Notes, the PIPE Investors who received the Tranche B-1 Notes (the “Tranche B-1 PIPE Investors” and, together with the Tranche A PIPE Investors and the Tranche B-2 PIPE Investors, the “PIPE Investors”) received warrants to purchase 24,322 Class D-1 Preferred Shares (the “Tranche B-1 PIPE Warrants” and, together with the Tranche A PIPE Warrants, the “PIPE Warrants”), which will entitle the Tranche B-1 PIPE Investors to receive 316,630 Surviving Company Common Shares upon the closing of the Business Combination.

•        Altogether, the PIPE Warrants will entitle the PIPE Investors to receive approximately 8,493,570 Surviving Company Common Shares upon the closing of the Business Combination. Accordingly, the PIPE Investors will hold approximately 42.5% of the 20 million Company Common Shares outstanding immediately prior to the Closing which will entitle the PIPE Investors to receive approximately 42.5% of each class of the Surviving Company Earnout Non-Voting Special Shares (see Earnout Non-Voting Special Shares to be issued to the Company Shareholders below) being distributed to existing shareholders of LeddarTech.

•        The 20 million Company Common Shares to be outstanding immediately prior to the Closing represents the US$200 million equity value of the Company divided by a negotiated value of US$10.00 per share transaction price. Because the PIPE Investors will own approximately 42.5% of the Company Common Shares immediately prior to the Closing, the PIPE Investors will be entitled to receive approximately 42.5% of each class of the Surviving Company Earnout Non-Voting Special Shares to be distributed to existing shareholders of LeddarTech at the Closing.

The PIPE Convertible Notes have an interest rate of 12% that compounds annually as an increase to the principal amount of the PIPE Convertible Notes (the “PIK Interest”) and are convertible into the number of Surviving Company Common Shares determined by dividing the then-outstanding principal amount by the conversion price of US$10.00 per Surviving Company Common Share. The hypothecs and the security interests in the assets of LeddarTech and the Surviving Company to secure the obligations under the PIPE Convertible Notes rank before the hypothecs securing the obligations under the IQ Loan Agreement and behind hypothecs and the security interests securing the obligations under the Desjardins Credit Facility.

Pursuant to the Business Combination Agreement, each of Prospector, LeddarTech and Newco agree that, if desirable, they will collaborate together so that LeddarTech may enter into subscription agreements (and/or joinders to the Subscription Agreement) to issue additional secured convertible notes.

Earnout Non-Voting Special Shares to be issued to the Company Shareholders

Pursuant to the Business Combination Agreement, LeddarTech Holders prior to the Transactions will be issued Surviving Company Earnout Non-Voting Special Shares consisting of the following:

•        1,000,000 Surviving Company Class B Non-Voting Special Shares all of which shall automatically convert to an equal number of Surviving Company Common Shares if (y) on any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period commencing at least one hundred and fifty (150) days following the Closing Date, the Surviving Company Common Shares achieve a VWAP of greater than $12.00; or (z) there occurs any Change of Control Transaction with a valuation of the Surviving Company Common Shares that is greater than $12.00 per Surviving Company Common Share;

•        1,000,000 Surviving Company Class C Non-Voting Special Shares all of which shall automatically convert to an equal number of Surviving Company Common Shares if (y) on any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period commencing at least one hundred and fifty (150) days following the Closing Date, the Surviving Company Common Shares achieve a VWAP of greater than $14.00 or (z) there occurs any Change of Control Transaction with a valuation of the Surviving Company Common Shares that is greater than $14.00 per Surviving Company Common Share;

•        1,000,000 Surviving Company Class D Non-Voting Special Shares all of which shall automatically convert to an equal number of Surviving Company Common Shares if (y) on any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period commencing at least one hundred and fifty (150) days following the Closing Date, the Surviving Company Common Shares achieve a VWAP of greater than $16.00 or (z) there occurs any Change of Control Transaction with a valuation of the Surviving Company Common Shares that is greater than $16.00 per Surviving Company Common Share;

•        1,000,000 Surviving Company Class E Non-Voting Special Shares all of which shall automatically convert to an equal number of Surviving Company Common Shares if (y) the Surviving Company enters into its first customer contract with an OEM (or with a Tier-1 who has a contract with an OEM and meets the same conditions) that represents a design win for the Surviving Company for an OEM series production vehicle that will create at least 150,000 units a year in volume for its fusion and perception products or (z) there occurs any Change of Control Transaction with a valuation of the Surviving Company Common Shares that is greater than $10.00 per Surviving Company Common Share; and

•        1,000,000 Surviving Company Class F Non-Voting Special Shares all of which shall automatically convert to an equal number of Surviving Company Common Shares if (y) the Surviving Company (i) sends out its first undisputed invoice for payment for product delivery for OEM installation against a contract with an OEM (or with a Tier-1 who has a contract with an OEM) needing in excess of 150,000 units a year in volume for its fusion and perception products and (ii) appropriately books that invoice as revenue in accordance with IFRS requirements or (z) there occurs any Change of Control Transaction with a valuation of the Surviving Company Common Shares that is greater than $10.00 per Surviving Company Common Share.

Notwithstanding the foregoing, if (i) there occurs any Change of Control Transaction and the applicable valuation of the Surviving Company Common Shares is less than the respective dollar values set forth above, or (ii) any Surviving Company Earnout Non-Voting Special Share is outstanding as of the seventh anniversary of the Closing, then each outstanding Surviving Company Earnout Non-Voting Special Share shall be redeemable at a redemption price equal to US$0.00000000001 per share by the Surviving Company, without any action or consent on the part of the holders thereof or any other Person.

Surviving Company Omnibus Incentive Plan

Immediately prior to the Closing, the Company will adopt the Incentive Plan and this plan will continue in full force and effect as the Surviving Company equity incentive plan following the Company Amalgamation. The number of shares available for issuance under the Incentive Plan shall not exceed at any time 5,000,000 shares. The Incentive Plan will provide for the grant of unvested Surviving Company Common Shares, share options, restricted share units, deferred share units and share appreciation rights and vesting conditions may apply to each award and may include continued service, performance and/or other conditions.

Acquisition of Non-Controlling Interest

In order to satisfy a condition to closing of the Business Combination that LeddarTech purchase the remaining 40% interest in VayaVision, and in accordance with the terms of the option agreement entered into by LeddarTech and the VayaVision shareholders at the date of acquisition, LeddarTech exercised its contractual right to purchase the remaining 40% interest in VayaVision on November 1, 2023. The consideration paid by LeddarTech consisted of 66,550 Company Common Shares, after payment of the applicable withholding tax, which will entitle the shareholders to receive 5,548 Surviving Company Common Shares. The founding shareholders from whom LeddarTech purchased the majority of the remaining shares in VayaVision demanded that LeddarTech provide a tax indemnity as a condition to the purchase. LeddarTech believes the demand for a tax indemnity is without merit based on the terms and conditions of the option agreement, and at LeddarTech’s request the share transfer was recorded in VayaVision’s share registry and the Israeli Registrar of Companies. LeddarTech believes that, if the founding shareholders were to pursue a claim, it would not have a material adverse effect on the Surviving Company’s business, financial condition or results of operation.

Desjardins Credit Facility

On April 5, 2023, LeddarTech entered into the Desjardins Credit Facility, which amended and restated the existing loan offer in connection with the $30.0 million Term Loan to extend the maturity to the date which is 30 months after the earlier of (i) July 31, 2023 and (ii) the closing date of the Business Combination. The Desjardins Credit Facility was further amended through the sixth amending agreement to the Desjardins Credit Facility dated as of October 31, 2023 (the “Desjardins Facility October 2023 Amendments”), and now provides for an interest rate of either the Canadian prime rate or US base rate plus 4% (a reduction from prime plus 9%). In addition, the Desjardins Facility October 2023 Amendments altered the required repayments of the Desjardins Credit Facility to the following amounts, if any:

•        100% of the cash acquired from Prospector (i.e., the cash remaining in the Prospector Trust Account at the time of the Business Combination) in excess of US$17.0 million (previously US$15.0 million);

•        100% of the net cash proceeds from the sale of assets of LeddarTech’s modules and components business units; and

•        10% of the amount raised in the PIPE Financing in excess of US$44.0 million (previously 25% in excess of US$43.0 million).

In conjunction with the Desjardins Facility October 2023 Amendments, LeddarTech agreed to issue to Desjardins warrants to purchase Company Common Shares at $0.01 per share prior to the Closing, which warrants will be assumed by the Surviving Company and exercisable for 250,000 Surviving Company Common Shares at $0.01 per share (the “Desjardins Warrants”). The Desjardins Warrants may be exercised, in whole or in part, for a period of five years following completion of the Business Combination and will be subject to a lock-up with one third being released four months after Closing, another third being released eight months after Closing and the final third being released 12 months after Closing. The changes made to the Desjardins Credit Facility pursuant to the Desjardins Facility October 2023 Amendments have not been reflected in the pro forma financial statements.

IQ Loan Agreement Amendment

On June 12, 2023, concurrent with the PIPE Financing, LeddarTech entered into an amendment to the IQ Loan Agreement. The original interest free loan, which had a discounted value of $10.9 million as at September 30, 2023, now bears interest rate of 12%, which compounds annually as an increase to the principal amount of the IQ Loan Agreement. The IQ Loan Agreement will be repaid over a 42-month period commencing September 30, 2026.

Anticipated Accounting Treatment

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

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

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

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

•        The majority of senior management LeddarTech will continue as senior management of the Surviving Company;

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

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

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

The fair value of the consideration for the acquisition of the Prospector Class A Shares will ultimately be based on the market price of the Prospector Class A Shares immediately prior to the Closing of the Business Combination. Based on LeddarTech’s recurring losses from operations since inception, expectation of continued operating losses for the foreseeable future, the risks and uncertainties associated with management’s operating plan as described elsewhere in this proxy statement/prospectus and the need to raise additional capital to finance the Surviving Company’s operations, as of July 26, 2023, the issuance date of the consolidated financial statements for the year ended September 30, 2022, and as of October 29, 2023, the issuance date of the interim condensed consolidated financial statements for the nine months ended June 30, 2023, there is substantial doubt about the Surviving Company’s ability to continue as a going concern for a period of one year from the date that these consolidated financial statements are issued. These uncertainties make it difficult to estimate the market price of the Prospector Class A Shares immediately prior to the

Closing of the Business Combination after such share price is no longer supported by the redemption entitlement from the Prospector Trust Account. For purposes of the unaudited pro forma condensed consolidated financial information, US$10 per Surviving Company Common Share has been used. The market price of the Surviving Company Common Share is expected to be influenced by a number of factors that are out of the control of the Company, included but not limited to the market’s perception of the Business Combination, the reaction of the market to the additional Prospector Class A Share issued to each Prospector Non-Redeeming Shareholder for each non-redeemed Prospector Class A Share held by such Prospector Non-Redeeming Shareholder, the conversion of the Sponsor Shares into Surviving Company Common Shares, uncertainty at the time of preparation of the accompanying unaudited pro forma condensed consolidated financial information concerning additional PIPE Financing to be raised and other developments that could arise between the filing of this proxy statement/prospectus and the Closing.

In order to reflect the uncertainty about the expected trading price of the Prospector Class A Shares immediately before the consummation of the Business Combination, included in the narrative description of the unaudited pro forma condensed consolidated financial information are illustrative sensitivity disclosures relating to the valuation of certain fair value measurements utilized therein to show the potential effect of a market price of the Surviving Company Common Share of US$5.00, in order to provide additional context to investors, representing approximately the current trading price of the Prospector Class A Share giving effect to the additional Prospector Class A Share issued to each Prospector Non-Redeeming Shareholder for each non-redeemed Prospector Class A Share held by such Prospector Non-Redeeming Shareholder, effectively increasing the number of Public Shares by a ratio of 2:1. Such additional Prospector Class A Shares are being issued as a dividend in an effort to reduce redemptions in an on-going high redemption environment for special purpose acquisition company business combinations. The illustrative US$5.00 per share price used in such disclosures is not an indication as to the prospective market price of the Surviving Company Shares at US$5.00 per share (or at any other price) or an indication as to the negotiated pre-money equity value of the Company.

During the three months ended June 30, the Company issued US$21.66 million of Tranche A-1 Notes with related warrants. The accounting for this initial Tranche A-1 investment resulted in the allocation of the consideration received of US$21.66 million to the Notes and Warrants with a fair value of the underlying Surviving Company common share of US$1.67 per share (refer to the unaudited condensed financial statements and related notes of LeddarTech Inc. as at and for the nine months ended June 30, 2023).

On November 16, 2023, the trading price of Prospector’s Class A Shares was $14.85 (US$10.80) per share, which approximates their redemption amount based on the balance in the Prospector Trust Account, and does not consider the impact of the dividend of one additional Prospector Class A Share for each non-redeemed Prospector Class A Share held by each Prospector Non-Redeeming Shareholder (see Redemption Offer above). The consideration for the acquisition of the Prospector New Sponsor Special Shares is based on an option pricing model that considers the vesting terms of the Surviving Company Class A Non-Voting Special Shares to be issued to the Sponsor.

The Prospector Public Warrants and Prospector Private Placement Warrants are considered to be part of the Business Combination and are a liability assumed as part of the identifiable net assets of Prospector. The replacement of the Prospector Warrants with the Surviving Company Warrants is then separately accounted for under IAS 32, Financial Instruments: Presentation (“IAS 32”). The Surviving Company Warrants will be recorded as a liability at fair value under IFRS since they have an exercise price of US$11.50 per Surviving Company Common Share which is variable to the Surviving Company whose functional currency is the Canadian dollar. Accordingly, they are classified as a liability rather than equity as they don’t meet the “fixed for fixed” requirement under IAS 32. As it is expected that the fair value of the Prospector Warrants will have a similar fair value as the Surviving Company Warrants as of the Closing, no material income impact will ultimately arise from the replacement. For illustrative purposes in the unaudited pro forma condensed consolidated financial information, the assumed liability for the outstanding Prospector Warrants was determined as follows:

•        Surviving Company Warrants that replace the Prospector Public Warrants (the “Surviving Company Public Warrants”) are valued at $0.07 (US$0.05) per warrant based on the November 16, 2023 trading price of the Prospector Public Warrants. The ultimate accounting for the Business Combination will value the Surviving Company Public Warrants at the market price of the Prospector Warrants immediately prior to the Closing.

•        Surviving Company Warrants that replace the Prospector Private Placement Warrants, excluding the Surviving Company Vesting Sponsor Warrants (the “Surviving Company Private Placement Warrants”), are valued at $0.07 (US$0.05) per warrant based on the November 16, 2023 trading price of the Prospector Public Warrants. The ultimate accounting for the Business Combination will value the Surviving Company Public Warrants at the market price of the Prospector Warrants immediately prior to the Closing.

The following summarizes the pro forma ownership of Surviving Company Common Shares following the Business Combination, related transactions and adjustments for other material events, under both the no redemption and maximum redemption scenarios:

____________

(1)      Excludes securities held by Sponsor and securities issued in the PIPE Financing. Represents the 20 million Surviving Company Shares, less the 8,493,570 Surviving Company Common Shares issuable to the PIPE Investors in respect of their 629,325 Class D-1 Shares issued or issuable upon exercise of the PIPE Warrants.

(2)      Represents the Surviving Company Common Shares issuable to the PIPE Investors in respect of their 629,325 Class D-1 Shares issued or issuable upon exercise of the PIPE Warrants, including the impact of the preferential dividend from the date of issuance to the expected closing of the Business Combination. Does not include shares underlying outstanding PIPE Convertible Notes or estimated interest on PIPE Convertible Notes payable in Class D-1 Shares.

(3)      Excluding securities held by Sponsor. Gives effect to the additional 2,194,056 shares to be issued in the Prospector Share Issuance (pursuant to which Prospector will issue one additional Prospector Class A Share to each Prospector Non-Redeeming Shareholder for each non-redeemed Prospector Class A Share held by such Prospector Non-Redeeming Shareholder).

(4)      Excludes securities issued in the PIPE Financing. Represents the Surviving Company Common Shares issuable in respect of the 6,093,750 Prospector Class A Shares issuable to the Sponsor in the Prospector Share Conversion (pursuant to which each Prospector Class B Share converts into 0.75 of a Prospector Class A Share and 0.25 of a Prospector Sponsor Non-Voting Special Share).

Additional Surviving Company Common Shares could be issued in the future under either of the above scenarios that would dilute the above ownership percentages:

In addition to the above, in conjunction with the Desjardins Facility October 2023 Amendments, LeddarTech agreed to issue to Desjardins the Desjardins Warrants prior to the Closing, which warrants will be assumed by the Surviving Company and exercisable for 250,000 Surviving Company Common Shares at $0.01 per share. Certain LeddarTech transaction costs will be paid in Surviving Company Common Shares equal to the dollar value $927,360 (US$700,000) which shall be issued to no earlier than 30 days and no later than 60 days following the effectiveness of the registration of such shares pursuant to a registration statement on Form F-4 (see notes 4(p) and 5(l)).

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at June 30, 2023
(in Canadian dollars)