CHAA Catcha Investment Corp

(State or other jurisdiction of

incorporation or organization)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Entry into a Material Definitive Agreement.

Financial Statements and Exhibits.

Closing. The Investor shall pay an amount equal to the Investor’s Capital Contribution to the SPAC in cash within five (5) business days of the Parties entering into this Agreement, or on such date as the Parties may agree in writing (such date, the “Closing”).

Subscription. In consideration of the Investor’s Capital Contribution funded by the Investor and received by SPAC, SPAC (or the surviving entity following the close of a De-SPAC (the “De-SPAC Closing”)) will issue 750,000 shares of Class A Common Stock (the “Subscription Shares”) to the Investor at the De-SPAC Closing. The Subscription Shares shall not be subject any transfer restrictions or any other lock-up provisions, earn outs, or other contingencies and shall promptly be registered pursuant to the first registration statement filed by the SPAC or the surviving entity in relation to the business combination, which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC Closing. The Sponsor shall not sell, transfer, forfeit, place further restrictions on, or otherwise dispose of any securities (including warrants) owned by the Sponsor without the Investor’s consent, other than shares transferred to third party investors in connection with financing for the De-SPAC Closing,

De-SPAC Payment. The Investor Capital Contribution does not and shall not accrue interest. Sponsor and SPAC, jointly and severally, agree to promptly repay, as a return of capital, an amount equal to the Investor’s Capital Contribution funded by Investor to Sponsor and SPAC (the “De-SPAC Payment”) within five (5) business days of the De-SPAC Closing. The Investor may elect at the De-SPAC Closing to receive such De-SPAC Payment in cash or shares of Class A Common Stock at a rate of 1 Class A Common Stock for each $10 of the Investor’s Capital Contribution funded under this Agreement. The Sponsor shall not sell, transfer, or otherwise dispose of any securities (including warrants) owned by the Sponsor without the Investor’s consent, other than shares transferred to third party investors in connection with financing for the De-SPAC Closing, up to the Transfer Cap, until the full amount of the Investor’s Capital Contribution has been paid to the Investor. If the SPAC liquidates without consummating a De-SPAC, any amounts remaining in the Sponsor or SPAC’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the SPAC’s trust account, will be paid to the Investor within five (5) days of the liquidation.

Default. In the event that Sponsor or SPAC defaults in its obligations under Section 1.2 or 1.3 of this Agreement and in the event that such default continues for a period of five (5) business days following written notice to the Sponsor and SPAC (the “Default Date”), Sponsor shall immediately transfer to Investor 300,000 shares of SPAC Common Stock owned by the Sponsor (the “Sponsor Shares”) and 600,000 private warrants owned by the Sponsor (“SPAC Private Warrants”) on the Default Date and shall transfer an additional 300,000 Sponsor Shares and 600,000 SPAC Private Warrants each month thereafter, until the default is cured; provided however, that in no event will Sponsor transfer any Sponsor Shares or SPAC Common Stock or warrants underlying any SPAC Private Warrants to Investor that would result in Investor (together with any other persons whose beneficial ownership of SPAC’s Common Stock would be aggregated with Investor’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable regulations of the Securities and Exchange Commission, including any “group” of which Investor is a member) beneficially owning more than 19.9% of the outstanding shares of SPAC Common Stock (“Transfer Limit”); provided further than any Sponsor Shares that were not transferred to Investor because the transfer of such shares would have exceeded the Transfer Limit shall be promptly transferred to Investor upon written request from Investor to extent that, at the time of such request, such transfer would no longer exceed the Transfer Limit. Notwithstanding the foregoing, in no event shall the maximum aggregate amount of shares forfeited by Sponsor to Investor exceed 1,500,000 Sponsor Shares. Any such Sponsor Shares or SPAC Private Warrants received pursuant to this Section 1.4 shall be added to the registration statement required by Section 1.2 of this Agreement if not then effective and if such registration statement has been declared effective, such Sponsor Shares or SPAC Private Warrants shall be promptly registered, and in any event will be registered within 90 days. In the event that Investor notifies Sponsor and SPAC of any default pursuant to this Section 1.4, Sponsor shall not sell, transfer, or otherwise dispose of any Sponsor Shares or SPAC Private Warrants, other than shares transferred to third party investors in connection with financing for the De-SPAC Closing up to the Transfer Cap, and other than in accordance with this Section 1.4, until such default is cured.

Wiring Instructions. At Closing, the Investor shall advance an amount equal to the Investor’s Capital Contribution to the SPAC by wire transfer of immediately available funds pursuant to the wiring instructions provided separately in advance to the Investor.

Reimbursement. On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with this agreement not to exceed $5,000.

BCA Termination. In the event that: (i) the Business Combination Agreement is terminated or (ii) Business Combination does not close by the 17^th February 2024 (or such other date as the parties shall agree) (the “Termination”), the Parties agree that in consideration of the Investor Capital Contribution funded by the Investor hereunder, the Sponsor and SPAC, jointly and severally, agree:

as a return of capital and in lieu of not receiving the Subscription Shares, to transfer, or cause to be transferred to the Investor within ten business days of the Termination, (A) $1,750,000 in cash; or (B) solely at the discretion and election of the Investor, $1,000,000 in cash and, a number of shares of the Target Company’s Stock (as defined below) equal to 1.5% of the outstanding common Stock (on a fully diluted basis) as of the date of Termination (either (A) or (B) above, the “Termination Payment”);

that if a Termination Payment is not made within ten business days of the Termination, the Sponsor and SPAC will transfer, or cause to be transferred, warrants that entitle the Investor to purchase a number of shares of Stock (as defined below) equal to 0.30 percent per annum of the outstanding Stock of the Target Company (on a fully-diluted basis) at exercise, for a price per share of $0.01 (the “Warrants”), accruing monthly (for each month from the date of the Termination until the time that the Investor receives the full amount of the Termination Payment as set out in section 2.1.1 above, so that for each such month, a Warrant shall be issued to Investor for a number of shares equal to the total number of shares of outstanding Stock on a fully diluted basis multiplied by 0.00025. The Warrants are exercisable as follows:

the Warrants shall be exercisable at any time after issuance in accordance with Section 2.1.3;

if not already exercised, upon the occurrence of a Change of Control, the Warrants shall be deemed to be automatically exercised immediately prior to the Change of Control event such that the Investor shall receive the same consideration as other holders of Stock in such Change of Control transaction; and

if not already exercised, upon the occurrence of an IPO, the Warrants shall be automatically exercised.

Definitions. For the purpose of this Article III, the following terms and expressions shall have the meanings set out below:

“fully diluted” means inclusive of all outstanding warrants, options, securities and other instruments that are convertible into, exercisable for, exchangeable for, or entitle a person to receive Stock.

“IPO” means any transaction or series of transactions (including a SPAC business combination other than the Business Combination or direct listing transaction) that results in the Stock, a parent entity or a subsidiary thereof, or a successor of the Target Company, being publicly traded;

“Change of Control” means any transaction or series of related transactions pursuant to, or as a result of which, any party (or group of affiliated parties), other than any equity owner of the Target Company as of the issue date (including any of their affiliates or co-investors controlled by any of them), acquires equity interests of the Target Company representing a majority of the voting power of the Target Company. For the avoidance of doubt, an IPO shall not constitute a Change of Control; and

“Stock” means the then-outstanding common equity of the Target Company.

Authority. Such Party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Party of this Agreement and the consummation of the transfer have been duly authorized by all necessary action on the part of the relevant Party, and no further approval or authorization is required on the part of such Party. This Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Acknowledgement. Each Party acknowledges and agrees that the Subscription Shares and Sponsor Shares (as defined herein) have not been registered under the Securities Act or under any state securities laws and the Investor represents that, as applicable, it (a) is acquiring the Subscription Shares and Sponsor Shares pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose of any of the Subscription Shares and Sponsor Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the investment and related economic terms hereunder and of making an informed investment decision, and has conducted a review of the business and affairs of the SPAC that it considers sufficient and reasonable for purposes of making the transfer, and (d) is an “accredited investor” (as that term is defined by Rule 501 under the Securities Act). Each Party acknowledges and agrees that it will not treat this subscription as indebtedness for U.S. tax purposes.

Trust Waiver. Investor acknowledges that the SPAC is a blank check company with the powers and privileges to effect a business combination and that a trust account has been established by the SPAC in connection with its initial public offering (“Trust Account”). Investor waives any and

Restricted Securities. Investor hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following:

Investor realizes that, unless subject to an effective registration statement, the Subscription Shares and Sponsor Shares cannot readily be sold as they will be restricted securities and therefore the Sponsor Shares must not be accepted unless Investor has liquid assets sufficient to assure that Investor can provide for current needs and possible personal contingencies;

Investor understands that, because SPAC is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the Investor holds the Subscription Shares and Sponsor Shares, sales of the Subscription Shares and Sponsor Shares may only be made under Rule 144 upon the satisfaction of certain conditions, including that SPAC is no longer a ‘shell company’ and that SPAC has not been a ‘shell company’ for at least the last 12 months—i.e., that no sales of Subscription Shares and Sponsor Shares can be made pursuant to Rule 144 until at least 12 months after the De-SPAC; and SPAC has filed with the United States Securities and Exchange Commission (the “SEC”), during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended;

Investor confirms and represents that it is able (i) to bear the economic risk of the Subscription Shares and Sponsor Shares, (ii) to hold the Subscription Shares and Sponsor Shares for an indefinite period of time, and (iii) to afford a complete loss of the Subscription Shares and Sponsor Shares; and

Investor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Subscription Shares and Sponsor Shares in substantially the following form:

Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions have been held to be invalid, illegal, or unenforceable.

Titles and Headings. The titles and section headings in this Agreement are included strictly for convenience purposes.

No Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Term of Obligations. The term of this Agreement shall expire (6) months after the De-SPAC Closing. However, the obligations set forth herein that are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement, including for the avoidance of doubt, the registration obligations set forth in Section 1.2, the default provision set forth in Section 1.4, the BCA Termination provisions in Article II and the indemnity obligations set forth in Section 4.13.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, the United States District Court for the District of Delaware (collectively, the “Courts”), for purposes of any action, suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other Proceeding, that such Court does not have any jurisdiction over such Party. Any Party may serve any process required by such Courts by way of notice.

WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY

Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party, unless mutually approved in writing.

Counterparts. This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which shall be deemed an original and which, when taken together, shall constitute one and the same document.

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice.

Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

Indemnification. Each of the SPAC and Sponsor agrees to indemnify and hold harmless Investor, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from and against any and all losses (but excluding financial losses to an Indemnified Party relating to the economic terms of this Agreement), claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Agreement, the performance by the SPAC and Sponsor of their respective obligations hereunder, the consummation of the transactions contemplated hereby or any pending or threatened claim or any action, suit or proceeding against the SPAC, its Sponsors, or the Investor; provided that neither the SPAC no Sponsor will be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Investor’s material breach of this Agreement or from Investor’s willful misconduct, or gross negligence. In addition (and in addition to any other reimbursement of legal fees contemplated by this Agreement), SPAC and Sponsor shall jointly and severally reimburse any Indemnified Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of SPAC or Sponsor. The provisions of this paragraph shall survive the termination of this Agreement.

FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the Principal Amount stated above. The repayment is due on the terms stated below.

The Lender shall deposit the Principal Amount into the Borrower’s bank account listed below:

This Promissory Note is repayable within 10 business day(s) of the Lender providing the Borrower with written notice of demand after the Closing of the Business Combination.

In the event that: (i) the Business Combination Agreement is terminated or (ii) Business Combination does not close by the 17th February 2024 (or such other date as the parties shall agree) (the “Termination”), the Borrower agrees:.

To transfer, or cause to be transferred to the Lender within ten business days of the Termination, (A) $1,750,000 in cash; or (B) solely at the discretion and election of the Lender, $1,000,000 in cash and, a number of shares of the Borrower’s Stock (as defined below) equal to 1.5% of the outstanding common Stock (on a fully diluted basis) as of the date of Termination (either (A) or (B) above, the “Termination Payment”)

that if a Termination Payment is not made within ten business days of the Termination, the Borrower will transfer, or cause to be transferred, warrants that entitle the Lender to purchase a number of shares of Stock (as defined below) equal to 0.30 percent per annum of the outstanding Stock of the Borrower (on a fully-diluted basis) at exercise, for a price per share of $0.01 (the “Warrants”), accruing monthly (for each month from the date of the Termination until the time that the Lender receives the full amount of the Termination Payment as set out above, so that for each such month, a Warrant shall be issued to the Lender for a number of shares equal to the total number of shares of outstanding Stock on a fully diluted basis multiplied by 0.00025. The Warrants are exercisable as follows:

the Warrants shall be exercisable at any time after issuance in accordance with the above;

if not already exercised, upon the occurrence of a Change of Control, the Warrants shall be deemed to be automatically exercised immediately prior to the Change of Control event such that the Lender shall receive the same consideration as other holders of Stock in such Change of Control transaction; and

if not already exercised, upon the occurrence of an IPO, the Warrants shall be automatically exercised.

Notwithstanding anything else set out in this clause 4, any issuance of the relevant shares as set out in paragraph a above or issuance and transfer of the relevant warrants set out in paragraph b above is subject to the general meeting of the Borrower approving such issuance and/or transfer.

Definitions. For the purpose of this clause 4, the following terms and expressions shall have the meanings set out below:

“fully diluted” means inclusive of all outstanding warrants, options, securities and other instruments that are convertible into, exercisable for, exchangeable for, or entitle a person to receive Stock.

“IPO” means any transaction or series of transactions (including a SPAC business combination other than the Business Combination or direct listing transaction) that results in the Stock, a parent entity or a subsidiary thereof, or a successor of the Borrower, being publicly traded;

“Change of Control” means any transaction or series of related transactions pursuant to, or as a result of which, any party (or group of affiliated parties), other than any equity owner of the Borrower as of the issue date (including any of their affiliates or

“Stock” means the then-outstanding common equity of the Borrower.

All costs, expenses, and expenditures including, and without limitation, the complete legal costs incurred by the Lender in enforcing this Promissory Note as a result of any default by the Borrower, will be added to the principal then outstanding and will immediately be paid by the Borrower.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, the United States District Court for the District of Delaware (collectively, the “Courts”), for purposes of any action, suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other Proceeding, that such Court does not have any jurisdiction over such Party. Any Party may serve any process required by such Courts by way of notice.

The Lender shall have the right at any time to assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of the loan owing to the Lender. In the event of Termination, the Lender shall assign all of its rights and obligations under this Agreement to Catcha Holdings LLC (or an entity directed by it), as consideration for settlement of all outstanding loans from Catcha Holdings LLC to the Lender, including but not limited to the unsecured convertible promissory notes dated December 13, 2022, and February 14, 2023.

This Promissory Note will endure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower and the Lender.