SEC Form SC 13D filed by LeddarTech Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

LeddarTech Holdings Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

52328E105

(CUSIP Number)

April 15, 2024

(Date of Event, which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨       Rule 13d-1(b)

x       Rule 13d-1(c)

¨       Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

CUSIP No. 52328E105

* 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 52328E105

 * 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 52328E105

* 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 52328E105

* 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 52328E105

* 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 52328E105

* 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 52328E105

* 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 52328E105

* 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

Item 1.

LeddarTech Holdings Inc.

4535, boulevard Wilfrid-Hamel, Suite 240

Quebec G1P 2J7, Canada

YA II PN, Ltd.

1012 Springfield Ave.

Mountainside, NJ 07092

Cayman Islands

Common Shares, no par value per share

52328E105

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

* 3,175,087 Common Shares, no par value per share (“Common Shares”) of LeddarTech Holdings Inc. (the “Issuer”) consisting of the direct ownership of 163,363 Common Shares and the deemed ownership of 3,011,724 additional Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 31,782,654 outstanding Common Shares, consisting of 28,770,930 Common Shares outstanding as of March 18, 2024 as reported by the Issuer in its Amendment No. 1 to Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “Form F-1”) and an additional 3,011,724 Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

The reporting persons directly or indirectly own an aggregate of 3,175,087 Class A Shares of the Issuer, or 9.99% of such class of stock as of the date of this filing.

Direct beneficial ownership of such Class A Shares by the reporting persons is as follows (and therefore excludes any Class A Shares indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Class A Shares of the Company):

Indirect beneficial ownership: YA II PN, Ltd. (“YA II”) entered into a Standby Equity Purchase Agreement (“SEPA”) with LeddarTech Holdings Inc., dated as of April 8, 2024. The obligations under the SEPA became effective as of April 15, 2024. Under the SEPA, the Issuer has the option to sell up to $50 million of its Common Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of Common Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the outstanding Common Shares of the Issuer. In connection with the SEPA, The Issuer has agreed to issue to YA II 163,363 Common Shares in satisfaction of payment of the commitment fee set forth in the SEPA.

In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of 3,011,724 additional Common Shares that the reporting persons may acquire under the SEPA within 60 days of the date of this filing.

Below is a description of the relationship among the reporting persons:

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Shares.

YA II GP, LP is the general partner of SC-Sigma Global Partners, LP (“SC-Sigma”), which is an investor in YA II. YAII GP II, LLC is the general partner of YA II GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Class A Shares.

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

Not Applicable

See Item 6.

Not Applicable

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.