SEC Form 425 filed by Prospector Capital Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 7, 2023

PROSPECTOR CAPITAL CORP.

(Exact name of registrant as specified in its charter)

1250 Prospect Street, Suite 200

La Jolla, California 92037

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 449-9643

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed, Prospector Capital Corp. (“Prospector”) will issue, in connection with the consummation (the “Closing”) of the proposed business combination (the “Business Combination”) with 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, as a dividend, to each holder of Class A ordinary shares of Prospector (the “Prospector Class A Shares”), on the date of the Closing (the “Closing Date”), that elects not to redeem its Prospector Class A Shares, one additional Prospector Class A Share for each non-redeemed Prospector Class A Share held by such shareholder on the Closing Date (such shares, the “Dividend Shares”).

On December 7, 2023, Prospector issued a press release (the “Press Release”) announcing that its board of directors has set the record date for the issuance of the Dividend Shares for December 15, 2023, the currently anticipated Closing Date, immediately after giving effect to the redemption of any Prospector Class A Shares on the same date (the “Record and Distribution Date”). The issuance of the Dividend Shares is subject to the consummation of the Business Combination on the same date.

A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.