UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on August 3, 2023, Catcha Investment Corp (the “Company”), a Cayman Islands exempted company limited by shares, entered into a Business Combination Agreement (as amended on October 2, 2023, January 31, 2024, and February 16, 2024, 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, and CGT Merge II Limited, a Cayman Islands exempted company limited by shares. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given them in the Business Combination Agreement.
On May 21, 2024, the parties to the Business Combination Agreement entered into that certain amendment to the Business Combination Agreement (the “Amendment”) pursuant to which the parties agreed to extend the date on which the Business Combination Agreement may be terminated by the parties if the conditions to the Closing (as defined in the Business Combination Agreement) have not been satisfied or waived from May 17, 2024 to June 17, 2024. Also, the parties have agreed that the Business Combination Agreement may be terminated by Crown in the event that prior to June 17, 2024, the parties do not receive notice from NASDAQ, NYSE American, or another national securities exchange acceptable to Crown, that the post-business combination public company common stock shall be approved for listing upon the closing of the Business Combination. The non-solicitation provisions of the Business Combination Agreement were amended to expire on May 31, 2024, unless Crown has received notice that the post-business combination public company common stock shall be approved for listing upon the closing of the Business Combination on NASDAQ, NYSE American or another national securities exchange acceptable to Crown.
In addition, at the extraordinary general meeting of the Company’s shareholders (the “Extraordinary General Meeting”) which is described in more detail in Item 5.07 of this Current Report on Form 8-K, the Company’s shareholders approved a proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated as of February 11, 2021, as amended on February 14, 2023 and February 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, up to three times for one month each from May 17, 2024 to June 17, 2024, July 17, 2024 or August 17, 2024 (the “Trust Agreement Amendment”). On May 15, 2024, the Company and Continental entered into the Trust Agreement Amendment.
The foregoing descriptions of the Amendment and the Trust Agreement Amendment do not purport to be complete and are qualified in their entireties by reference to the Amendment and the Trust Agreement Amendment, copies of which are attached as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
As disclosed in the current report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 13, 2024, Catcha Holdings LLC, (the “Sponsor”), agreed that if the Extension Amendment Proposal and the Trust Amendment Proposal (as defined below) were approved by the Company’s shareholders at the Extraordinary General Meeting and the Amendment became effective, it or one or more of its affiliates, members or third-party designees (the “Lender”) would deposit into the Trust Account for each month that the Company’s board of directors elects to extend the date by which the Company must consummate the proposed business combination from May 17, 2024 to June 17, 2024, July 17, 2024 or August 17, 2024 (such applicable date, the “Extended Termination Date”), $0.03 for each then-outstanding ordinary share issued in the Company’s initial public offering that is not redeemed, in exchange for one or more non-interest bearing, unsecured promissory notes issued by the Company to the Lender.
On May 15, 2024, the shareholders of the Company approved the Extension Amendment Proposal and the Trust Amendment Proposal (as defined below) at the Extraordinary General Meeting (as described in Item 5.07 of this Current Report on Form 8-K). Accordingly, on May 15, 2024, the Company issued a promissory note in the principal amount of up to $122,839.38 (the “Note”) to the Sponsor. The Note does not bear interest and matures upon closing of the Company’s initial business combination (a “Business Combination”). If the Company completes the proposed Business Combination, it will repay the amounts loaned under the promissory notes or convert a portion or all of the amounts loaned under such promissory notes into warrants at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the Company’s initial public offering. If the Company does not complete the proposed business combination by the final applicable Extended Termination Date, such promissory notes will be repaid only from funds held outside of the Trust Account.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, which is incorporated by reference herein and filed herewith as Exhibit 10.2.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holdings.
The Company held the Extraordinary General Meeting at 10:00 a.m. Eastern Time on May 15, 2024 for the purposes of considering and voting upon:
| ● | The Extension Amendment Proposal - to consider and vote upon a proposal to approve a special resolution to amend the Company’s amended and restated memorandum and articles of association to provide the Company’s board of directors the ability to extend the date by which the Company must (1) consummate an initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on February 17, 2021 from May 17, 2024 up to three times by one month each to June 17, 2024, July 17, 2024, or August 17, 2024, which proposal was subject to the approval of the Trust Amendment Proposal which is described below. |
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| ● | The Trust Amendment Proposal - to consider and vote upon a proposal to approve a special resolution to amend the Trust Agreement pursuant to the Trust Agreement Amendment, to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, up to three times for one month each from May 17, 2024 to June 17, 2024, July 17, 2024, or August 17, 2024, which proposal is subject to the approval of the Extension Amendment Proposal. |
| ● | The Adjournment Proposal - to consider and vote upon a proposal to approve an ordinary resolution to approve the adjournment of the Extraordinary General Meeting to a later date, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Extension Amendment Proposal or the Trust Amendment Proposal. |
For more information on these proposals, please refer to the Company’s definitive proxy statement filed with the SEC on May 6, 2024, as amended and supplemented. As of the record date of May 6, 2024, there were a total of 9,073,556 ordinary shares issued and outstanding and entitled to vote at the Extraordinary General Meeting. Proxies were received for 7,467,491 ordinary shares, or approximately 82.3% of the shares issued and outstanding and entitled to vote at the Extraordinary General Meeting; therefore a quorum was present.
Shareholders voted to approve the Extension Amendment Proposal. The proposal received the following final voting results:
| For | Against | Abstain | ||
| 7,467,491 | 0 | 0 |
Shareholders voted to approve the Trust Amendment Proposal. The proposal received the following final voting results:
| For | Against | Abstain | ||
| 7,467,491 | 0 | 0 |
The Adjournment Proposal was not presented to the shareholders because there were sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
In connection with the vote to approve the Extension Amendment Proposal and the Trust Amendment Proposal, the holders of 208,674 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.52 per share, for an aggregate redemption amount of $2,403,928.46. As a result, following satisfaction of such redemptions and after giving effect to the conversion of an aggregate of 7,350,350 Class B ordinary shares into an equal number of Class A ordinary shares held by Catcha Holdings LLC as previously disclosed in the Company’s current report on Form 8-K filed with the SEC on May 13, 2024, the Company has 8,715,232 Class A ordinary shares outstanding and the balance in the Trust Account is approximately $15.72 million as of May 17, 2024.
A copy of the Third Amendment to the Amended and Restated Memorandum and Articles of Association of Catcha as adopted on May 15, 2024 by special resolution of the shareholders is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description | |
| 2.1 | Amendment No. 4 to Business Combination Agreement dated May 21, 2024 | |
| 3.1 | Third Amendment to the Amended and Restated Memorandum and Articles of Association of Catcha Investment Corp | |
| 10.1 | Amendment No. 3 to the Investment Management Trust Agreement, dated May 15, 2024, by and between Catcha Investment Corp and Continental Stock Transfer & Trust Company, as trustee | |
10.2 | Promissory Note, dated May 15, 2024, between Catcha Investment Corp and the Sponsor | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: May 21, 2024
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Exhibit 2.1
AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of May 21, 2024, is made and entered into by and among (i) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), (ii) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”), and (iii) Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”; together with Catcha and the Company, the “Parties” and, each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
WHEREAS, (i) Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), (ii) CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), (iii) Catcha, and (iv) the Company are parties to that certain Business Combination Agreement, dated as of August 3, 2023 (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 (each as defined below), the “Business Combination Agreement”);
WHEREAS, the Parties previously entered into Amendment No. 1 to Business Combination Agreement on October 2, 2023 (“Amendment No. 1”), Amendment No. 2 to Business Combination Agreement on January 31, 2024 (“Amendment No. 2”) and Amendment No. 3 to Business Combination Agreement on February 16, 2024 (“Amendment No. 3”);
WHEREAS, pursuant to Section 12.8 of the Business Combination Agreement, the Business Combination Agreement may be amended by execution of a written instrument signed by the Parties; and
WHEREAS, each Party agrees to amend the Business Combination Agreement in certain respects as described in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
ARTICLE 1
AMENDMENT
Section 1.1 Effective as of the date of this Amendment, (a) Section 10.1(b) of the Business Combination Agreement is hereby deleted in its entirety and shall be replaced with the following:
“(b) by written notice by either Catcha or the Company to the other Parties, if any of the conditions to the Closing set forth in Article IX have not been satisfied or waived by June 17, 2024 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 10.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;”
(b) Section 10.01(h) is amended by deleting “or” at the end of such section;
(c) Section 10.01 (i) is amended by inserting after 2023 “; or”
(d) The following is inserted as a new Section 10.01(j):
by written notice to Catcha by the Company in the event that prior to June 17, 2024, the Parties shall not have received notice from NASDAQ, NYSE American, or another national securities exchange acceptable to the Company in its sole discretion, that the PubCo Common Stock shall be approved for listing upon the Closing;
Section 1.2 Effective as of the date of this Amendment, Section 11.1 of the Business Combination Agreement is amended by replacing “36” with “42.”
Section 1.3. Effective as of the date of this Amendment, Section 8.6(b) and Section 8.6(c) of the Business Combination Agreement are amended by replacing “During the Interim Period” with “until May 31, 2024 unless the Company has received notice that the PubCo Common Stock shall be approved for listing upon the Closing on NASDAQ, NYSE American or another national securities exchange acceptable to the Company in its sole discretion” in each place where such phrase appears.
ARTICLE 2
MISCELLANEOUS
Section 2.1 Each Party hereby agrees that, except as specifically provided in this Amendment, the Business Combination Agreement shall remain in full force and effect without any other amendments or modifications.
Section 2.2 The provisions of Article XII of the Business Combination Agreement are hereby incorporated into this Amendment by reference and shall be applicable to this Amendment, mutatis mutandis, for all purposes.
* * * * *
IN WITNESS WHEREOF, each Party has caused this Amendment to be duly executed on its behalf as of the day and year first above written.
| CATCHA INVESTMENT CORP | ||
| By: |
/s/ Patrick Grove |
|
| Name: Patrick Grove | ||
| Title: Chief Executive Officer | ||
| CATCHA HOLDINGS LLC | ||
| By: |
/s/ Patrick Grove |
|
|
Name: Patrick Grove Title: Manager |
||
[Signature Page – Amendment No. 4 to Business Combination Agreement]
IN WITNESS WHEREOF, each Party has caused this Amendment to be duly executed on its behalf as of the day and year first above written.
| CROWN LNG HOLDING AS | ||
| By: |
/s/ Jørn S. Husemoen |
|
| Name: Jørn S. Husemoen | ||
| Title: Chief Financial Officer | ||
[Signature Page – Amendment No. 4 to Business Combination Agreement]
Exhibit 3.1
THIRD PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CATCHA INVESTMENT CORP
CATCHA INVESTMENT CORP
(the “Company”)
SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special resolution THAT, the Amended and Restated Memorandum and Articles of Association (the “Articles”) of the Company be amended by:
(a) amending Article 49.7 by deleting the following introduction of such sub-section:
“In the event that the Company does not consummate a Business Combination by February 17, 2024 (or, if the Board extends the date for up to three additional one-month periods in accordance with the requirements below, the date to which such deadline is extended, which shall be no later than May 17, 2024) (the “Termination Date”), the Company shall”
and replacing it with the following:
“In the event that the Company does not consummate a Business Combination by May 17, 2024 (or, if the Board extends the date for up to three additional one-month periods in accordance with the requirements below, the date to which such deadline is extended, which shall be no later than August 17, 2024) (the “Termination Date”), the Company shall:”;
(b) amending Article 49.7 by deleting the following at the end of such section:
“Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated an initial Business Combination by February 17, 2024, the Company may elect to extend this timeframe up to three times by an additional one month each from February 17, 2024 to March 17, 2024, from March 17, 2024 to April 17, 2024, or from April 17, 2024 to the Termination Date, by resolution of the Board if requested by the Sponsor, and upon five business days’ advance notice prior to the expiry of applicable monthly extension up to the Termination Date (or such shorter notice period as the Board may permit in its sole discretion);
and replacing it with the following:
“Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated an initial Business Combination by May 17, 2024, the Company may elect to extend this timeframe up to three times by one month each from May 17, 2024 to June 17, 2024, from June 17, 2024 to July 17, 2024, or from July 17, 2024 to the Termination Date, by resolution of the Board if requested by the Sponsor, and upon five business days’ advance notice prior to the expiry of applicable monthly extension up to the Termination Date (or such shorter notice period as the Board may permit in its sole discretion); and
(c) amending Article 49.8(a) by deleting the words:
“by February 17, 2024 (or, if the Board extends the date for up to three additional one-month periods in accordance with the requirements in Article 49.7, the date to which such deadline is extended, which shall be no later than May 17, 2024)” (the “Extension Amendment”), provided that this Extension Amendment shall not be approved or effective (i) if, as a consequence of redemptions submitted to the Company pursuant to Article 49.8 of the Articles, the Company’s net tangible assets would be less than $5,000,001 following such redemptions; or (ii) if the Trust Amendment Proposal (as defined in the Proxy Statement enclosing the Notice of Extraordinary General Meeting materials as tabled at the Extraordinary General Meeting) is not approved.”
and replacing them with the words:
“by May 17, 2024 (or, if the Board extends the date for up to three additional one-month periods in accordance with the requirements in Article 49.7, the date to which such deadline is extended, which shall be no later than August 17, 2024)” (the “Extension Amendment”), provided that this Extension Amendment shall not be approved or effective (i) if, as a consequence of redemptions submitted to the Company pursuant to Article 49.8 of the Articles, the Company’s net tangible assets would be less than $5,000,001 following such redemptions; or (ii) if the Trust Amendment Proposal (as defined in the Proxy Statement enclosing the Notice of Extraordinary General Meeting materials as tabled at the Extraordinary General Meeting) is not approved.”
Exhibit 10.1
AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 15, 2024 by and between Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement (as defined below).
WHEREAS, on February 17, 2021, the Company consummated an initial public offering (the “Offering”) of units of the Company, each of which is composed of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-third of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share;
WHEREAS, $300,000,000 of the gross proceeds of the Offering (including $10,500,000 of underwriters’ deferred discount) and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares included in the units issued in the Offering pursuant to the investment management trust agreement made effective as of February 11, 2021 and as amended by Amendment No. 1 dated February 14, 2023 and Amendment No. 2 dated February 16, 2024, by and between the Company and the Trustee (the “Trust Agreement”);
WHEREAS, the Company has sought the approval of the holders of its Ordinary Shares and its Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), at an extraordinary general meeting to: (i) extend the date by which the Company must complete a business combination up to three times for an additional one month each from May 17, 2024, to June 17, 2024, from June 17, 2024, to July 17, 2024, or from July 17, 2024, to August 17, 2024, (such applicable date, the “Termination Date” (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from May 17, 2024, to June 17, 2024, July 17, 2024 or August 17, 2024, as the case may be (the “Trust Amendment”);
WHEREAS, holders of at least sixty-five percent (65%) of the then issued and outstanding Ordinary Shares and Class B Ordinary Shares, voting together as a single class, approved the Extension Amendment and the Trust Amendment pursuant to special resolutions passed at such extraordinary general meeting; and
WHEREAS, the parties desire to amend the Trust Agreement to, among other things, reflect amendments to the Trust Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendment to the Trust Agreement. |
| (A) | Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; or (y) upon the date which is the later of (1) May 17, 2024 or, if the Board elects to extend such date in accordance with the terms and conditions of the Company’s amended and restated memorandum and articles of association for additional one month periods, to the date to which such deadline is extended, which shall not be later than August 17, 2024, as applicable; provided that upon each one-month extension of the period of time to consummate an initial Business Combination, Catcha Holdings LLC (the “Sponsor”) (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit into the Trust Account for each monthly extension $0.03 for each then-outstanding Ordinary Share issued in the Offering (the “Extension Fee”), in exchange for one or more non-interest bearing, unsecured promissory notes issued by the Company to the Lender; and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date. If the Company completes an initial Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory notes or convert a portion or all of the amounts loaned under such promissory notes into warrants at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of its initial public offering. If the Company does not complete the Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held outside of the Trust Account. The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property that is to be made to the Public Shareholders and, in its separate capacity as Paying Agent, agrees to distribute such Property directly to the Company’s Public Shareholders in accordance with the terms of this Agreement and the Company’s amended and restated memorandum and articles of association in effect at the time of such distribution. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account.”
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| (B) | A new Exhibit E of the Trust Agreement is hereby added as follows: |
[Exhibit E]
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account — Extension Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to paragraphs 1(j) and 1(m) of the Investment Management Trust Agreement between Catcha Investment Corp (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of February 11, 2021, as amended by Amendment No. 1 dated February 14, 2023, Amendment No. 2 dated February 16, 2024, and as further amended by Amendment No. 3 dated May 15, 2024 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Business for an additional one month, from to (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
This Extension Letter shall serve as the notice required with respect to Extension prior to the applicable deadline.
[IF APPLICABLE: In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the Extension Fee, which will be wired to you, into the Trust Account investments upon receipt.]
| Very truly yours, | |||
| Catcha Investment Corp | |||
| By: | |||
| Name: | |||
| Title: | |||
cc: J.P. Morgan Securities LLC
| 2. | Miscellaneous Provisions. |
2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| Continental Stock Transfer & Trust Company, as Trustee | |||
| By: | /s/ Fran Wolf | ||
| Name: | Fran Wolf | ||
| Title: | Vice President | ||
| CATCHA INVESTMENT CORP | |||
| By: | /s/ Wong Wai Kit | ||
| Name: | WONG WAI KIT | ||
| Title: | CFO | ||
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Exhibit 10.2
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| $122,839.38 | As of May 15, 2024 |
Catcha Investment Corp (“Maker”) promises to pay to the order of Catcha Holdings LLC or its successors or assigns (“Payee”) the principal sum of $122,839.38 in lawful money of the United States of America, on the terms and conditions described below.
1. Principal. The principal balance of this Note shall be repayable on a date that is the earlier of (a) the consummation of the Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”) and (b) the liquidation of the Maker (such date, the “Maturity Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Monthly Deposits. The Maker and the Payee agree that, from May 17, 2024 to August 17, 2024 or such earlier date as determined by the Maker’s board of directors, the Payee shall deposit into the Maker’s trust account established in connection with its initial public offering (the “Trust Account”) $40,946.46 each month (or a pro rata portion thereof if less than a month) (each a “Deposit”) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve a Business Combination, and (ii) the date that $122,839.38 has been loaned. The Payee shall make each Deposit within three business days of the beginning of the extended period which such Deposit is for. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Deposit.
5. Use of Proceeds. The Maker agrees that any borrowings under this Note shall be used by the Maker solely to fund any deposit into the Trust Account as described in the Maker’s definitive proxy statement, dated May 6, 2024.
6. Events of Default. The following shall constitute Events of Default:
(a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 6(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Conversion. At any time on or prior to the Maturity Date, the Payee shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Payee, into warrants (“Warrants”) of the Maker at a price of $1.50 per Warrant, each Warrant being identical to the “private placement warrant” (as defined in Maker’s prospectus dated February 17, 2021). As promptly after notice by Payee to Maker to convert the principal balance of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, in book-entry form or a certificate or certificates (issued in the name(s) requested by Payee) for the number of Warrants of Maker issuable upon the conversion of this Note.
9. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
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10. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.
11. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e- mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
If to Maker:
Catcha Investment Corp
Raffles Place #06-01
Bharat Building,
Singapore, 048617
If to Payee:
Catcha Holdings LLC
Raffles Place #06-01
Bharat Building,
Singapore, 048617
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
12. Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.
13. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
14. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from Maker’s Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, the Payee does not waive any Claims, and does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any Claim, against the Trust Account for distributions of remaining funds released to the Maker from the Trust Account following redemptions or other distributions to Maker’s public shareholders.
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Catcha Investment Corp | ||
| By: | /s/ Patrick Grove | |
| Name: | Patrick Grove | |
| Title: | Chairman and Chief Executive Officer | |
Accepted and agreed as of the date first written above.
| Catcha Holdings LLC | ||
| By: | /s/ Luke Elliott | |
| Name: | Luke Elliott | |
| Title: | Manager | |
[Signature Page to Promissory Note]
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Cover |
May 15, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 15, 2024 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-40061 |
| Entity Registrant Name | Catcha Investment Corp |
| Entity Central Index Key | 0001838293 |
| Entity Tax Identification Number | 98-1574476 |
| Entity Incorporation, State or Country Code | E9 |
| Entity Address, Address Line One | 3 Raffles Place #06-01 |
| Entity Address, City or Town | Bharat Building |
| Entity Address, Country | SG |
| Entity Address, Postal Zip Code | 048617 |
| City Area Code | 65 |
| Local Phone Number | 6325-2788 |
| Written Communications | true |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share |
| Trading Symbol | CHAA |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |