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 11, 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) |
Registrant’s telephone number, including area code: +65 6325-2788
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 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 and May 21, 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 June 11, 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 June 17, 2024 to June 28, 2024. Also, the parties have agreed that the Business Combination Agreement may be terminated by Crown in the event that prior to June 28, 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 foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |
2.1 | Amendment No. 5 to Business Combination Agreement dated June 11, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 11, 2024
Exhibit 2.1
AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of June 11, 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, Amendment No. 3, and Amendment No. 4 (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”), Amendment No. 3 to Business Combination Agreement on February 16, 2024 (“Amendment No. 3”), and Amendment No. 4 to Business Combination Agreement on May 21, 2024 (“Amendment No. 4”);
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, 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 28, 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;”
Section 1.2 Effective as of the date of this Amendment, Section 10.1(j) of the Business Combination Agreement is hereby deleted in its entirety and shall be replaced with the following:
“(j) by written notice to Catcha by the Company in the event that prior to June 28, 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;
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. 5 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/ Joern Husemoen | ||
Name: | Jørn S. Husemoen | ||
Title: | Chief Financial Officer |
[Signature Page – Amendment No. 5 to Business Combination Agreement]