Filed
under Rule 425 under the Securities Act of 1933,
as
amended and deemed filed under Rule 14a-12
of
the Securities Exchange Act of 1934, as amended
Filing
by: Catcha Investment Corp
Subject
Company: Crown LNG Holdings Limited
Commission File
No. 001-40061
Business
Combination Social Media Guidelines
As with all
public comments surrounding the announcement of a transaction, it is critical to disclose only nonmaterial and/or publicly available
information (for example, today’s press release announcing the business combination) when posting on social media. This is an exciting
transaction for Crown LNG that we expect will help to fuel its growth, and we understand that the company and its employees may want
to share this information with their networks.
What follows
are recommendations and guidelines for posting to social media, which cover both Crown LNG and its employees.
DOs
| ● | Crown
LNG can share the press release across its social channels with a brief post summarizing
the news (see sample posts below) |
| ● | Crown
LNG can share news coverage about the transaction, but only when an article/interview is
filed with the SEC with the proper disclaimers |
| ● | Employees
should feel free to share/repost and like posts that are made by Crown LNG on its Twitter,
LinkedIn and Facebook accounts |
| ● | Both
the company and its employees should feel comfortable conveying their excitement, but no
one should be providing commentary about the deal (e.g., timing for when it will close, what
it will mean for the business more generally, etc.) |
DON’Ts
| ● | Do
not share any non-public, material information |
| ● | Do
not provide commentary about the deal (e.g., timing for when it will close, what it will
mean for the business more generally, etc.) |
| ● | Do
not share any privileged communications (e.g., internal communications, emails, etc.) |
| ● | Do
not comment on stock price |
| ● | Do
not talk about your own stock holdings of the company |
| ● | Do
not comment about the state of the business |
| ● | Do
not make any forward-looking comments or predictions |
| ● | Do
not comment about the competition |
| ● | Do
not share any confidential customer information |
Sample
Post – Crown LNG
Optimized
for all platforms
Crown LNG
has taken a significant step forward to advance our mission to continue to secure stable energy supply to growth markets exposed to harsh
weather conditions. We’re excited to share that we expect to become a publicly traded company on the NYSE: Link to press release
Sample
Post – Employees
Employees
should not create their own posts announcing the news, rather they should share the post that Crown LNG puts out. They should
feel empowered to add a nonmaterial comment reflecting their own excitement, such as the following options:
| 1) | Big news
from Crown LNG today – excited to be part of a great company that is on its way to
becoming public! |
[Retweet/share
post]
| 2) | Excited
to share that Crown LNG expects to become a publicly traded company on the NYSE! |
[Retweet/share
post]
| 3) | Big day
for Crown LNG! We announced that we expect to become a publicly traded company on the NYSE
– a huge step forward in advancing our mission to globally scale our business of developing
and delivering tailored LNG infrastructure suitable for year-round operations in any harsh
weather location. [Retweet/share post] |
Additional
Information about the Transaction and Where to Find It.
In
connection with the proposed Business Combination, PubCo intends to file a registration statement on Form F-4 (the “Registration
Statement”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will
be both the proxy statement to be distributed to holders of ordinary shares of Catcha in connection with Catcha’s solicitation
of proxies for the vote by Catcha’s stockholders with respect to the Business Combination and other matters as may be described
in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of PubCo to be issued in the
Business Combination. Catcha’s stockholders and other interested persons are advised to read, when available, the preliminary
proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus
and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important
information about the parties to the Business Combination Agreement, Catcha and the Business Combination. After the Registration Statement
is declared effective, the definitive proxy statement/prospectus will be mailed to Catcha’s stockholders as of a record date to
be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders
will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated
by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing
a request to: Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove.
Participants
in the Solicitation of Proxies
Catcha
and its directors and executive officers may be deemed participants in the solicitation of proxies from Catcha’s stockholders with
respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in Catcha is contained in the Registration Statement on Form S-1, which was filed by Catcha with the SEC on January 25, 2021 and is available
free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Catcha Investment Corp, Level 42, Suntec
Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove. Additional information regarding the interests of such participants
will be contained in the Registration Statement when available.
The
Target Companies’ directors and executive officers may also be deemed to be participants in the solicitation of proxies from the
stockholders of Catcha in connection with the Business Combination. A list of the names of such directors and executive officers and
information regarding their interests in the Business Combination will be included in the Registration Statement when available.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption therefrom.
Forward-Looking
Statements
Certain
statements in this communication may be considered forward-looking statements. These forward-looking statements include, without limitation,
Catcha’s, Target Companies’ and PubCo’s expectations with respect to future performance and anticipated financial impacts
of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination and the timing
of the completion of the Business Combination. For example, projections of future enterprise value, revenue and other metrics are forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,
“expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
“predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results
to differ materially from those expressed or implied by such forward looking statements.
These
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Catcha and its management, and
PubCo and the Target Companies and their management, as the case may be, are inherently uncertain. Factors that may cause actual results
to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;
(2) the outcome of any legal proceedings that may be instituted against Catcha, the Target Companies, the combined company or others;
(3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Catcha or to satisfy
other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as
a result of applicable laws or regulations; (5) the ability to meet stock exchange listing standards following the consummation of the
Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Catcha or the Target Companies’
as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of
the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs
related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Catcha, the Target Companies
or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the Target Companies’
estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other
adjustments; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in Catcha’s final prospectus relating to its initial public offering dated February
11, 2021 and in subsequent filings with the SEC, including the proxy statement relating to the Business Combination expected to be filed
by Catcha.
Nothing
in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will
be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date hereof. None of Catcha, the Target Companies or Catcha undertakes any
duty to update these forward-looking statements.
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