UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 12, 2024
CATCHA INVESTMENT CORP
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-40061 |
|
98-1574476 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
| 3 Raffles Place #06-01, Bharat Building, Singapore |
|
048617 |
| (Address of principal executive offices) |
|
(Zip Code) |
+65 6325-2788
Registrant’s telephone number, including area code
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:
| ☒ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Ordinary Shares, par value $0.0001 per share |
|
CHAA |
|
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2024, Catcha
Investment Corp (“Catcha”), a Cayman Islands exempted company limited by shares held an extraordinary general meeting of Catcha’s
shareholders (the “Extraordinary General Meeting”) at 9:00 a.m. Eastern Time for the purposes of considering and voting upon
the proposals below (the “Proposals”). As of the record date of January 16, 2024, there were a total of 9,714,859 ordinary
shares issued and outstanding and entitled to vote at the Extraordinary General Meeting. Proxies were received for 8,679,991 ordinary
shares, or approximately 89.35% of the shares issued and outstanding and entitled to vote at the Extraordinary General Meeting, representing
a quorum. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in Catcha’s proxy
statement on Schedule 14A for the Extraordinary General Meeting filed by Catcha with the SEC on February 15, 2024 (as amended or supplemented
from time to time, the “Proxy Statement”).
| Proposal No. 1 |
The Business Combination Proposal — to
consider and vote upon a proposal to approve by an ordinary resolution under the Cayman Islands Companies Act, Catcha’s entry
into the Business Combination Agreement, dated as of August 3, 2023 and as amended on October 2, 2023 and as further amended
on January 31, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination
Agreement”), by and among Catcha Investment Corp, a Cayman Islands exempted company limited by shares, Crown LNG Holdings Limited,
a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), CGT Merge II Limited, a Cayman
Islands exempted company limited by shares (“Merger Sub”), and Crown LNG Holding AS, a private limited liability company
incorporated under the laws of Norway (“Crown”), and the transactions contemplated thereby (the “Business
Combination”), pursuant to which, among other things, (i) on the Merger Effective Date (as defined in the accompanying
proxy statement/prospectus), Merger Sub will merge with and into Catcha (the “Merger”), with Catcha surviving as the
surviving company and becoming a wholly owned subsidiary of PubCo and (ii) following the Merger, subject to the terms and procedures
set forth under the Business Combination Agreement, the holders of Crown common stock immediately prior to the Exchange (the “Crown
Shareholders”) will transfer to PubCo, and PubCo will acquire from the Crown Shareholders, all of the ordinary shares of Crown
held by the shareholders in exchange for the issuance of PubCo Ordinary Shares. |
| FOR |
|
ABSTAIN |
|
AGAINST |
| 8,679,985 |
|
4 |
|
2 |
| Proposal No. 2 |
The Merger Proposal — to consider and vote upon a proposal
to approve and authorize by a special resolution under the Existing Governing Documents (in the form attached to the Proxy Statement as
Annex B) and the Cayman Islands Companies Act, the Merger and the Plan of Merger to be entered into by and between Catcha, PubCo and Merger
Sub in respect thereof in the form attached to the Proxy Statement as Annex F (the “Plan of Merger”). |
| FOR |
|
ABSTAIN |
|
AGAINST |
| 8,679,985 |
|
4 |
|
2 |
| Proposal No. 3 |
The M&A Amendment and Restatement Proposal — to consider and vote upon a proposal
to approve by a special resolution under the Existing Governing Documents and the Cayman Islands Companies Act the amendment and restatement
of the Existing Governing Documents (as defined in the Proxy Statement) in the form attached to the Proxy Statement as Annex C (the “Replacement
Governing Documents”) with effect from the effective time of the Merger pursuant to the terms of the Business Combination Agreement. |
| FOR |
|
ABSTAIN |
|
AGAINST |
| 8,475,477 |
|
4 |
|
204,510 |
| Proposal No. 4 |
The Advisory Charter Proposal — to consider and vote upon the
following separate proposals to be approved by ordinary resolution, on a non-binding advisory basis, upon the following separate
resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents: |
(a) Advisory
Charter Proposal 4A — to increase the authorized share capital of Catcha from $55,500 divided into (i) 500,000,000 Catcha
Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 Catcha Class B Ordinary Shares, par value $0.0001 per share,
and 5,000,000 preference shares, par value $0.0001 per share, to (ii) an unlimited number of no par value PubCo Ordinary Shares and
an unlimited number of no par value PubCo Preferred Shares.
| FOR |
|
ABSTAIN |
|
AGAINST |
| 8,475,481 |
|
0 |
|
204,510 |
(b) Advisory
Charter Proposal 4B — to permit removal of a director only for
cause and only by the passing of an Ordinary Resolution by PubCo.
| FOR |
|
ABSTAIN |
|
AGAINST |
| 8,475,481 |
|
0 |
|
204,510 |
(c) Advisory
Charter Proposal 4C — to provide that, subject to the rights of holders of
any series of preferred shares, the minimum number of directors shall be two and the maximum number of directors will be fixed from time
to time by a majority of the board of directors of PubCo (the “PubCo Board”).
| FOR |
|
ABSTAIN |
|
AGAINST |
| 8,475,481 |
|
0 |
|
204,510 |
(d) Advisory
Charter Proposal 4D — to eliminate the ability of PubCo shareholders to take action by written consent in lieu of a meeting.
| FOR |
|
ABSTAIN |
|
AGAINST |
| 8,475,481 |
|
0 |
|
204,510 |
(e) Advisory
Charter Proposal 4E — to provide that the Proposed Charter may be amended, altered, repealed or adopted by the passing
of a Special Resolution by PubCo for amendments for certain provisions of the Proposed Charter relating to: (i) classification and
election of the PubCo Board, removal of directors from office, and filling vacancies on the PubCo Board, (ii) actions taken by PubCo
shareholders, (iii) exculpation of personal liability of a director of PubCo and indemnification of persons serving as directors
or officers of PubCo, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, and (vi) amendments
to the Proposed Charter.
| FOR |
|
ABSTAIN |
|
AGAINST |
| 8,475,481 |
|
0 |
|
204,510 |
Proposal
5 was not presented to the shareholders because the foregoing resolutions to approve the consummation of the Business Combination were
approved.
In
connection with the vote to approve the Proposals, as of the date of this Current Report on Form 8-K, the holders of 1,144,993 Class
A ordinary shares of Catcha properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.58
per share, for an aggregate redemption amount of approximately $13,253,574. As a result, following satisfaction of such redemptions as
of the date of this Current Report on Form 8-K, Catcha will have 219,889 Class A ordinary
shares outstanding and the balance in the Trust Account would be approximately $2,545,269. Catcha may, but is not required to,
accept additional redemption reversals submitted by shareholders until closing of the Business Combination. To the extent that Catcha
accepts any such reversals, the number of shares not redeemed and cash remaining in the Trust Account may increase.
Item
7.01. Regulation FD Disclosure.
On June 12, 2024, Catcha issued a press
release announcing the results of the Extraordinary General Meeting, a copy of which is furnished as Exhibit 99.1 hereto.
Item 8.01. Other Events.
April 2024 Notes
As disclosed previously in a Current Report on Form 8-K filed with
the SEC on June 7, 2024, on April 30, 2024, PubCo entered into subscription agreements with certain investors with respect to convertible
promissory notes issuable upon closing of the Business Combination (the “April 2024 Notes”) with an aggregate original principal
amount of $1.05 million for an aggregate purchase price of $1.0 million, reflecting a 5% original issue discount.
On June 13, 2024, PubCo and those certain investors to the April 2024
Notes entered into separate Note Subscription Agreement Updates to extend the date by which the subscription agreements with respect to
the April 2024 Notes will terminate to June 28, 2024 if the closing of the sale of the notes has not occurred by such date, the form of
which is filed as Exhibit 99.2 hereto.
PIPE
Also, as previously disclosed in a Current Report on Form 8-K
filed with the SEC on June 7, 2024, on May 6, 2024, PubCo and Catcha entered into a subscription agreement (the
“PIPE Subscription Agreement”) for a private placement (the “PIPE”) with certain accredited investors
(the “Purchaser”).
On June 13, 2024, PubCo and the certain accredited investors parties
to the PIPE Subscription Agreement entered into a PIPE Subscription Agreement Update to extend the date by which the PIPE Subscription
Agreement will terminate to June 28, 2024 if the closing of the sale of the shares contemplated by the PIPE Subscription Agreement has
not occurred by such date, the form of which is filed as Exhibit 99.3 hereto.
Correction of previously reported information
On June 7, 2024, Catcha filed a Form 8-K (the “June 7 Form 8-K”)
reporting Pubco’s entry into the April 2024 Notes and entry into a definitive securities purchase
agreement with Helena Special Opportunities LLC, providing for funding through a private placement for the issuance of convertible notes
(the “SPA Notes”). This current report is being filed to update and correct certain information previously disclosed
in the Original Form 8-K.
In the June 7 Form 8-K, it was previously erroneously reported that the Conversion Price of the April 2024 Notes would reset to 95%
of the lowest closing volume weighted average price observed over the 5 trading days immediately
preceding the “270th calendar day” following the Issuance Date, subject to a minimum price of $2.50. The reference
to the “270th calendar day” is hereby corrected to refer to the “180th calendar day”.
In the June 7 Form 8-K, with respect to the SPA notes, the total amount
of SPA Notes potentially issuable was erroneously reported as “USD $27 million”. However, USD$27 million is the combined total
potential proceeds of the SPA Notes, April 2024 Notes and PIPE, and the Securities Lending Agreement. The correct total amount of SPA
Notes potentially issuable is USD $20.65 million.
The corrections do not affect any other figures or statements reported
in the June 7 Form 8-K, and all other information remains unchanged. There is no additional or new financing in relation to the corrections.
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.
| CATCHA INVESTMENT CORP |
|
| |
|
|
| By: |
/s/ Patrick Grove |
|
| Name: |
Patrick Grove |
|
| Title: |
Chairman and Chief Executive Officer |
|
Dated: June 17, 2024
Exhibit 99.1
Catcha
Investment Corp Shareholders Approve Previously Announced Business Combination with Crown LNG Holdings AS
Catcha Shareholders
Approved the Previously Announced Business Combination at the Extraordinary General Meeting held June 12, 2024
Crown and Catcha
Expects to Close the Transaction on or before June 28th, 2024, upon Satisfaction or Waiver of All Closing Conditions and Commence
Trading for the Combined Company
SINGAPORE & OSLO, NORWAY, June 12,
2024 (GLOBE NEWSWIRE) -- Catcha Investment Corp (“Catcha”) (NYSE American: CHAA), a publicly traded special purpose
acquisition company, today announced that shareholders of record as of January 16, 2024 approved the previously proposed business combination
with Crown LNG Holdings AS (“Crown”), a leading provider of LNG liquefaction and regasification terminal technologies for
harsh weather locations.
The full results of the vote will be
included in a Current Report on Form 8-K to be filed by Catcha with the U.S. Securities and Exchange Commission.
In line with this approval, Catcha and
Crown have also agreed to extend the deadline under the Business Combination Agreement until June 28th, 2024, on or before
which the business combination is expected to close, and the combined company’s ordinary shares and warrants are expected to commence
trading on the Nasdaq Capital Market (under the new ticker symbols “CGBS” and “CGBSW” respectively) thereafter.
About Crown LNG Holdings AS
Crown LNG Holdings AS is a leading provider
of offshore LNG liquefaction and regasification terminal infrastructure solutions for harsh weather locations, which represent a significant
addressable market for bottom-fixed, gravity based liquefaction and regasification plants, as well as associated green hydrogen, ammonia
and power projects. Through this approach, Crown aims to provide lower carbon sources of energy securely to under-served markets across
the globe. Visit www.crownlng.com/investors for more information.
About Catcha Investment Corp
Catcha Investment Corp (NYSE American:
CHAA) is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses or entities. Catcha is led by Chief Executive Officer Patrick Grove and President Luke Elliott, and is sponsored by Catcha
Group, one of the earliest and most established new economy-focused investment groups in Southeast Asia and Australia.
Important Information and Where to
Find It
In connection with the Business Combination,
Crown filed the Registration Statement with the SEC, which includes a proxy statement/prospectus to be distributed to holders of ordinary
shares of Catcha in connection with Catcha’s solicitation of proxies for the vote by Catcha’s shareholders with respect to
the Business Combination and other matters as may be described in the Registration Statement, as well as a prospectus relating to the
offer of securities to be issued to Crown equity holders in connection with the Business Combination. The Registration Statement has
been declared effective by the SEC and Catcha is mailing a definitive proxy statement/prospectus and other relevant documents to its
shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants
in the solicitation of proxies to Catcha’s shareholders in connection with the Business Combination. Catcha and Crown LNG Holdings
Limited have filed and will file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS OF CATCHA AND CROWN ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Investors and security holders will be able to obtain copies of
the Registration Statement, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with
the SEC by Catcha or Crown LNG Holdings Limited , without charge, once available, at the SEC’s web site at www.sec.gov. In
addition, the documents filed by Catcha may be obtained free of charge from Catcha by directing a request to: Catcha Investment Corp, 3
Raffles Place #06-01, Bharat Building, Singapore 048617, 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 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 SEC’s web site at www.sec.gov, or by directing a request to Catcha Investment Corp, 3 Raffles Place #06-01, Bharat Building,
Singapore 048617, Attention: Patrick Grove. Additional information regarding the interests of such participants may be obtained by reading
the Registration Statement, the definitive proxy statement/prospectus and other relevant documents filed with the SEC when they become
available.
Crown’s directors and executive
officers may also be deemed to be participants in the solicitation of proxies from Catcha’s shareholders 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 may be obtained by reading the Registration Statement, the definitive proxy statement/prospectus and other relevant documents
filed with the SEC when they become available.
No Offer or Solicitation
This press release 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 described herein. This press release 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 offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements in this press release
may be considered forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination.
These forward-looking statements include, without limitation, statements regarding the benefits of the Business Combination; expectations
with respect to the future performance of the combined company following the Business Combination; the anticipated satisfaction or waiver
of the closing conditions to the Business Combination and the anticipated timing of the completion of the Business Combination. 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. Although these forward-looking statements are based upon estimates
and assumptions that Catcha and Crown believe are reasonable they are inherently uncertain and such estimates and assumptions may prove
to be incorrect. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:
(1) the risk that the Business Combination may not be completed in a timely manner or at all; (2) the potential failure to obtain an
extension of the deadline by which to complete the Business Combination; (3) the occurrence of any event, change or other circumstances
that could give rise to the termination of Business Combination Agreement; (4) the outcome of any legal proceedings that may be instituted
against Catcha, Crown, the combined company or others; (5) the inability to complete the Business Combination due to the failure to obtain
approval of the shareholders of Catcha or to satisfy or waiver other conditions to closing; (6) changes to the proposed structure of
the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (7) the inability to maintain
the listing of Catcha’s securities on NYSE American prior to the Business Combination; (8) the inability to meet stock exchange
listing standards following the consummation of the Business Combination; (9) the risk that the Business Combination disrupts current
plans and operations of Catcha or Crown as a result of the announcement and consummation of the Business Combination; (10) 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; (11) costs related to the Business Combination; (12) changes in applicable laws or regulations; (13) the possibility
that Catcha, Crown or the combined company may be adversely affected by other economic, business, and/or competitive factors; (14) Crown’s
estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other
adjustments; and (15) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in Catcha’s registration statement on Form S-1, as amended, which was initially
filed with the SEC on January 25, 2021, in its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on
April 24, 2023 and its subsequent Quarterly Reports on Form 10-Q, the Registration Statement, the proxy statement/prospectus contained
therein, and any other documents filed (or to be filed) from time to time by Catcha with the SEC. The foregoing list of factors
is not exhaustive. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements.
Nothing in this press release 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. Unless required by law, none of Catcha or Crown undertakes any duty to update these forward-looking
statements.
Investor Contacts
Caldwell Bailey
ICR, Inc.
CrownLNGIR@icrinc.com
Media Contacts
Zach Gorin
ICR, Inc.
CrownLNGPR@icrinc.com
Exhibit 99.2
SUBSCRIPTION AGREEMENT
UPDATE
This Subscription Agreement
Update (this “Update”) is being entered into as of June 13th, 2024, by and between Crown LNG Holdings Limited,
a private limited company incorporated under the laws of Jersey, Channel Islands (the “Issuer”) and the undersigned subscriber
(the “Investor”), in connection with Subscription Agreement dated as of April 30th, 2024 (the “Agreement”).
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
WHEREAS, the parties
have entered into the Agreement, and wish to amend the Agreement as set forth here;
NOW, THEREFORE, the
parties hereto hereby agree as follows:
Clause 10(c) of the
Subscription Agreement. The following sentence in Clause 10 of the Subscription Agreement is hence amended and restated to read as
follows:
Termination. This Subscription Agreement
shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate
without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such date and time as the
Transaction Agreement is terminated in accordance with its terms without being consummated, (b) upon the mutual written agreement of each
of the parties hereto and the Company to terminate this Subscription Agreement, and (c) 30 days after the Outside Date (as defined
in the Transaction Agreement as in effect on the date hereof) June 28th 2024, if the Closing has not
occurred by such date other than as a result of a breach of the Investor’s obligations hereunder (the termination events described
in clauses (a)– (c) above, collectively, the “Termination Events”); provided that nothing herein will relieve any party
from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law
or in equity to recover losses, liabilities or damages arising from any such willful breach.
This Update constitutes
the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, among the parties with respect to the subject matter hereof. Except as amended by this Update, the Agreement shall
continue in full force and effect. This Update shall be governed by, and construed in accordance with, the Laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused
this Update to be executed by its duly authorized representative as of the date first written above.
| Crown LNG Holdings |
|
| |
|
|
| By: |
|
|
| Name: |
|
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| Title: |
|
|
Exhibit 99.3
SUBSCRIPTION AGREEMENT
UPDATE
This Subscription Agreement
Update (this “Update”) is being entered into as of June 13th 2024, by and between Crown LNG Holdings Limited, a
private limited company incorporated under the laws of Jersey, Channel Islands (the “Issuer”) and the undersigned subscriber
(the “Investor”), in connection with Subscription Agreement dated as of May 6th, 2024 (the “Agreement”).
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
WHEREAS, the parties
have entered into the Agreement, and wish to amend the Agreement as set forth here;
NOW, THEREFORE, the
parties hereto hereby agree as follows:
Clause 10(c) of the
Subscription Agreement. The following sentence in Clause 10 of the Subscription Agreement is hence amended and restated to read as
follows:
Termination. This Subscription Agreement
shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate
without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such date and time as the
Transaction Agreement is terminated in accordance with its terms without being consummated, (b) upon the mutual written agreement of each
of the parties hereto and the Company to terminate this Subscription Agreement, and (c) 30 days after the Outside Date (as defined
in the Transaction Agreement as in effect on the date hereof) June 28th 2024, if the Closing has not
occurred by such date other than as a result of a breach of the Investor’s obligations hereunder (the termination events described
in clauses (a)– (c) above, collectively, the “Termination Events”); provided that nothing herein will relieve any party
from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law
or in equity to recover losses, liabilities or damages arising from any such willful breach.
This Update constitutes
the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, among the parties with respect to the subject matter hereof. Except as amended by this Update, the Agreement shall
continue in full force and effect. This Update shall be governed by, and construed in accordance with, the Laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused
this Update to be executed by its duly authorized representative as of the date first written above.
| Crown LNG Holdings |
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| |
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| By: |
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| Name: |
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| Title: |
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