Item 1.01 |
Entry Into A Material Definitive Agreement. |
Amendment to Business Combination Agreement
As previously
announced, on August 3, 2023, Catcha Investment Corp (Catcha), a Cayman Islands exempted company limited by shares, entered into a Business Combination Agreement (as amended, the Business Combination
Agreement) with Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (Crown), Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey,
Channel Islands (PubCo), and CGT Merge II Limited, a Cayman Islands exempted company limited by shares. The transactions contemplated by the Business Combination Agreement are referred to herein as the Business
Combination. Capitalized terms used in this report without definition shall have the meanings assigned to them in the Business Combination Agreement.
On October 2, 2023, Catcha, Crown, and Catcha Holdings LLC, a Cayman Islands limited liability company, executed Amendment No. 1 to the Business
Combination Agreement (the Amendment) to delete Article III Earnout of the Business Combination Agreement in its entirety, thereby removing provisions of the Business Combination Agreement that previously
provided the Crown shareholders who participate in the Exchange the contingent right to receive in aggregate such number of shares of PubCo Common Stock equivalent to ten percent (10%) of the issued and outstanding equity interests of PubCo Common
Stock as of the closing of the Business Combination, subject to vesting upon the achievement of certain share prices and milestones set forth in the Business Combination Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a
copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additional Information About the Business Combination 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 U.S. Securities and Exchange Commission (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 Catchas solicitation of proxies for the vote by Catchas shareholders 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. Catchas shareholders 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 and related transaction documents, Catcha and Crown. After the Registration Statement is declared effective, the definitive proxy
statement/prospectus will be mailed to Catchas shareholders 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. Shareholders 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 SECs 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 Catchas shareholders 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, as amended, which was initially filed by Catcha with the SEC on January 25, 2021 and is available free of charge at the
SECs 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.