LeddarTech Inc.® (“LeddarTech” or the “company”), an automotive software company that provides patented disruptive low-level sensor fusion and perception software technology for ADAS and AD, and Prospector Capital Corp. (“Prospector”) (Nasdaq: PRSR, PRSRU, PRSRW), a publicly traded special purpose acquisition company led by former Qualcomm President Derek Aberle and chaired by former Qualcomm Vice Chairman Steve Altman, today announced their entry into a definitive business combination agreement that would result in LeddarTech becoming a publicly listed company. Upon closing of the transaction, which is expected by the fourth quarter of 2023, LeddarTech is expected to be listed on Nasdaq under the ticker symbol “LDTC.”

The transaction values LeddarTech at a pro-forma equity value of U.S. $348 million (assuming no redemptions and the full conversion of the convertible PIPE [without taking into account earn-out to LeddarTech existing shareholders or earn-out to Prospector’s sponsor]) and is expected to provide LeddarTech with up to U.S. $66 million in gross cash proceeds, which are expected to be used to fund the commercialization of its first embedded software solutions, expand its product offerings and deepen its customer engagements.

LeddarTech is a provider of industry-leading low-level sensor fusion and perception software for ADAS and AD. LeddarTech’s software solution is both sensor and processor-agnostic and significantly reduces the cost to OEMs and Tier 1-2 automotive suppliers while delivering improved performance and scalability for entry-level to premium ADAS/AD. ADAS and AD is the largest market within automotive software and is expected to grow at an 11% CAGR to U.S. $42 billion by 20301. The company has a strong early-mover advantage with over seven years of experience working on low-level sensor fusion and perception with 150 patents filed (80 granted) covering a broad array of foundational technologies such as signal acquisition, perception and fusion.

“We are pleased to partner with Prospector to solidify our position as a leading force in the nascent automotive software sector. This collaboration is expected to provide us with the necessary capital and resources to invest in our exceptional team, and take the company to the next level by positioning the company to secure customer wins and drive growth in our business. I am excited that LeddarTech has achieved this important milestone, which we believe will make LeddarTech one of the rare public companies in the pure-play ADAS/AD software space,” said Charles Boulanger, CEO of LeddarTech. Mr. Boulanger continued: “After leading the company since 2013, I have decided that I will retire as CEO once we close the transaction, at which time Frantz Saintellemy, President and COO, is expected to succeed me as LeddarTech CEO, and I plan to remain with the company as a special advisor and as a member of the LeddarTech board of directors.”

Mr. Saintellemy commented: “The automotive industry is increasingly recognizing that low-level sensor fusion and perception will be the architecture of choice for next-generation ADAS systems because it materially reduces system cost, eliminates sensor and processor dependencies and improves safety. We have a leading ‘software-only’ solution for low-level sensor fusion and perception that we believe will help drive the next wave of ADAS as the industry continues to move to software-defined vehicles. We are actively working with customers to integrate this disruptive technology.”

“During my tenure at Qualcomm, I experienced the tremendous value that can be created when innovative companies with foundational technologies disrupt industries,” said Prospector’s CEO, Derek Aberle. “We believe LeddarTech has the potential to do just that. We are excited to partner with LeddarTech’s management team to help drive growth and adoption of their products and believe it represents an attractive investment opportunity for our shareholders.” At the close of the transaction, Mr. Aberle is expected to become Chairman of the LeddarTech board of directors.

Transaction Overview

The transaction has been unanimously approved by the board of directors of Prospector, as well as the board of directors of LeddarTech, and is subject to the satisfaction of customary closing conditions, including the approval of LeddarTech’s and Prospector’s shareholders and the receipt of a final order of the Superior Court of Justice of Québec approving the transaction.

The combined entity will receive approximately U.S. $23 million from Prospector’s trust account, assuming no redemptions by Prospector’s public shareholders, as well as U.S. $43 million in gross proceeds from investors including Prospector’s sponsor, FS Investors (an affiliate of Prospector’s sponsor), Investissement Québec as a representative of the Government of Québec, Desjardins Capital and BDC Capital participating in the transaction via a convertible private placement investment into LeddarTech.

Advisors

TD Cowen is serving as financial advisor to Prospector, and Current Capital is serving as a financial advisor that provided a fairness opinion to Prospector’s board of directors. Stikeman Elliot LLP and Vedder Price PC are representing LeddarTech as legal counsel. Osler, Hoskin and Harcourt LLP and White & Case LLP are representing Prospector as legal counsel. Goodwin Procter LLP is serving as legal advisor to TD Cowen.

About Prospector Capital Corp.

Prospector is a special-purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses with a focus on companies with advanced and highly differentiated solutions for the technology sector. The company is led by a team of experienced investors and executives focused on identifying and investing in high-growth companies with strong management teams and attractive market opportunities. Prospector’s securities are traded on Nasdaq under the ticker symbols “PRSR,” “PRSRU” and “PRSRW.”

About LeddarTech

A global software company founded in 2007 and headquartered in Quebec City with additional R&D centers in Montreal, Toronto and Tel Aviv, Israel, LeddarTech develops and provides comprehensive perception software solutions that enable the deployment of ADAS and autonomous driving (AD) applications. LeddarTech’s automotive-grade software applies advanced AI and computer vision algorithms to generate accurate 3D models of the environment, allowing for better decision making and safer navigation. This high-performance, scalable, cost-effective technology is available to OEMs and Tier 1-2 suppliers to efficiently implement automotive and off-road vehicle ADAS solutions.

LeddarTech is responsible for several remote-sensing innovations, with over 150 patents granted or applied for that enhance ADAS and AD capabilities. Better awareness around the vehicle is critical in making global mobility safer, more efficient, sustainable and affordable: this is what drives LeddarTech to seek to become the most widely adopted sensor fusion and perception software solution.

Additional information about LeddarTech is accessible at www.LeddarTech.com

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