6-K
LeddarTech Holdings Inc. (LDTCF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2024.
Commission File Number: 001-41893
LEDDARTECH HOLDINGS INC.
4535, boulevard Wilfrid-Hamel, Suite 240
Quebec G1P 2J7, Canada
(418) 653-9000
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ☐
On July 26, 2024, LeddarTech Holdings Inc. (the “Company”) entered into a Tenth Amending Agreement (the “Waiver”) with Fédération des caisses Desjardins du Québec (“Desjardins”) with respect to the Amended and Restated Financing Offer dated as of April 5, 2023 (as amended, the “Desjardins Credit Facility”). As previously announced by the Company on July 5, 2024, pursuant to a Ninth Amending Agreement to the Desjardins Credit Facility, the Company was required to maintain an unencumbered cash balance (the “Minimum Cash Covenant”) of C$3.5 million from July 5, 2024 through July 6, 2024, and C$1.8 million from July 7, 2024 through July 26, 2024. Pursuant to the Waiver, among other things, Desjardins has temporarily reduced the required Minimum Cash Covenant to C$1.3 million from July 26, 2024 through August 5, 2024, after which time the Company will be obligated to maintain a minimum cash balance of C$5.0 million.
The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing also should be read in conjunction with the disclosures set forth in the Company’s Annual Report on Form 20-F for the year ended September 30, 2023 as filed with the Securities and Exchange Commission on January 31, 2024, including the disclosures set forth under “Item 3.D – Key Information – Risk Factors” contained therein.
The Company continues to progress its discussions with several of its principal shareholders and other potential investors to secure the financing described in the Company’s July 5, 2024 press release, which may include funding to meet near-term obligations while the Company continues to seek to close the larger financing (collectively, the “Financing Transaction”). There can be no assurance that such existing shareholders or other potential investors will invest any amount in the Financing Transaction, or that the Company will successfully complete the Financing Transaction at all. Any debt or equity securities to be offered and sold in the Financing Transaction may not be registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. This Report of Foreign Private Issuer on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the Financing Transaction, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Exhibits
| Exhibit<br><br>Number | Exhibit Description |
|---|---|
| 10.1 | Tenth Amending Agreement to Amended and Restated Financing Offer dated July 26, 2024 among LeddarTech Holdings Inc. and Fédération des caisses Desjardins du Québec. |
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SIGNATURES
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, thereunto duly authorized.
| LEDDARTECH HOLDINGS INC. | |
|---|---|
| By: | /s/ David Torralbo |
| Name: | David Torralbo, |
| Title: | Chief Legal Officer |
Date: July 29, 2024
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Exhibit 10.1
TENTHAMENDING AGREEMENT made as of July 26, 2024
| BETWEEN: | LeddarTech Holdings Inc.<br><br> <br>(as<br> “Borrower”) |
|---|---|
| AND: | Federation des Caisses Desjardins du Quebec<br><br> <br>(as<br> “Lender”) |
Recitals
| A. | The<br> Lender has addressed an amended and restated financing offer dated April 5, 2023 to the Borrower<br> which has been accepted by the Borrower (as amended by a first amending agreement dated as<br> of May 1, 2023, a second amending agreement dated as of May 31, 2023, a third amending agreement<br> dated as of September 29, 2023, a fourth amending agreement dated as of October 13, 2023,<br> a fifth amending agreement dated as of October 20, 2023, a sixth amending agreement dated<br> as of October 31, 2023, a seventh amending agreement dated as of December 8, 2023, an eighth<br> amending agreement dated as of June 4, 2024, and a ninth amending agreement dated as of July<br> 5, 2024 the “Financing Offer”). |
|---|---|
| B. | The<br> Borrower is the entity resulting from the amalgamation between LeddarTech Inc. and LeddarTech<br> Holdings Inc. that took place on December 21, 2023. |
| --- | --- |
| C. | The<br> Borrower and the Lender wish to amend the Financing Offer to, among other things, extend<br> the period regarding the level of minimum available cash required under the covenant provided<br> for under Section 7.1.2 of the Financing Offer. |
| --- | --- |
Now,therefore, the parties agree as follows:
| 1. | Interpretation |
|---|---|
| 1.1 | Capitalized<br> terms used herein and defined in the Financing Offer have the meanings assigned to them in<br> the Financing Offer unless otherwise defined herein. |
| --- | --- |
| 1.2 | Other<br> than as specifically provided herein, this Agreement shall not operate as a waiver of any<br> right, power or privilege of the Lender and, except as amended hereby, all provisions of<br> the Financing Offer will remain in full force and effect. |
| --- | --- |
| 2. | Amendments to the Financing Offer |
| --- | --- |
| 2.1 | The<br> payment by the Borrower of (i) the monthly fee payable pursuant to Section 6.1 of the Financing<br> Offer for the month of August, and (ii) any interest payable for the month of August under<br> the Financing Offer (which interest shall accrue and be capitalized until their payment),<br> will be payable by the Borrower on August 22, 2024. |
| --- | --- |
| 2.2 | The<br> definition of “Available Cash” in Section 7.1.2 of the Financing Offer is amended<br> as follows (changes underlined and struck through): |
| --- | --- |
“AvailableCash The Borrower must maintain Available Cash in an amount equal to or greater than as provided below for the following dates:
| (i) | $1,500,000<br> at all times from the date of the disbursement of the Tranche A of the SPAC Offering until<br> October 31, 2023; |
|---|---|
| (ii) | NIL<br> after October 31, 2023 until the earlier of December 22, 2023 and the DE-SPAC Date; |
| --- | --- |
| (iii) | $5,000,000<br> at all times after the earlier of December 22, 2023 and the DE-SPAC Date until July 4, 2024; |
| --- | --- |
| (iv) | $3,500,000<br> at all times from July 5, 2024 until July 6, 2024; |
| --- | --- |
| (v) | $1,800,000<br> at all times from July 7, 2024 until July 26, 2024; ~~and~~ |
| --- | --- |
| (vi) | $1,300,000<br> at all times from July 27, 2024 until August 5, 2024; and |
| --- | --- |
| (vii) | $5,000,000<br> at all times after ~~July 26~~August 5, 2024.” |
| --- | --- |
| 2.3 | Section<br> 7.2.7 of the Financing Offer is hereby deleted. |
| --- | --- |
| 3. | Effectiveness and Conditions Precedent |
| --- | --- |
This Agreement will become effective on the date that the Lender notifies the Borrower that the following conditions precedent have been fulfilled:
| 3.1 | this<br> Agreement has been executed by all parties; |
|---|---|
| 3.2 | no<br> Default exists; |
| --- | --- |
| 3.3 | all<br> fees and expenses owing by the Borrower to the Lender and its legal counsel and the Desjardins’<br> Financial Advisor due on the date of this Agreement shall have been paid and the Lender is<br> authorized to debit the Borrower’s account and proceed to the payment of such fees<br> and expenses. |
| --- | --- |
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| 4. | Representations and Warranties |
|---|
All of the representations and warranties contained in Article 2 of the Appendix A to the Financing Offer are true and correct on and as of the date hereof as though made on and as of the date hereof, except that, to the extent such representations and warranties relate to a specifically identified earlier date they shall be true and correct as of such earlier date.
| 5. | Default |
|---|
No Default has occurred and is continuing on the date hereof.
| 6. | Cost and Expenses |
|---|
The Borrower agrees to pay on demand all reasonable costs and expenses of the Lender in connection with the preparation, execution, delivery and implementation and administration of this Agreement including the reasonable fees and expenses of counsel for the Lender.
| 7. | Counterparts |
|---|
This Agreement may be executed in any number of counterparts, all of which taken together constitute one and the same instrument. A party may execute this Agreement by signing any counterpart. Delivery by any party or other signatory of an executed counterpart of this Agreement by facsimile or electronic mail or in PDF format, or using any electronic signature, shall be equally effective as delivery of an original executed counterpart of this Agreement.
| 8. | Governing Law |
|---|
This Agreement is governed by and construed in accordance with laws of the Province of Quebec and the laws of Canada applicable therein.
[Signaturepages follow]
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INWITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the date and year first above written.
| Federationdes Caisses Desjardins du | |
|---|---|
| Quebec,<br> as Lender | |
| Per: | /s/<br>Philip Fortin |
| Title: | Philip<br>Fortin, Managing Head of Quebec Corporate Banking, Infrastructure, Energy Transition and National Accounts |
| Per: | /s/<br>Simon-Pierre Lacoursiere |
| Title: | Simon-Pierre<br>Lacoursiere, Director, <br><br>National Accounts, North Western Quebec |
| LeddarTechHoldings Inc., as Borrower | |
| Per: | /s/ Frantz Saintellemy |
| Title: | Frantz Saintellemy, President and <br><br>Chief Executive Officer |
The Guarantor acknowledges receipt of this Agreement and agrees to its terms.
| Vayavision Sensing Ltd., as Guarantor | |
|---|---|
| Per: | /s/ Frantz Saintellemy |
| Title: | Frantz Saintellemy, Chief Executive Officer |
[Tenth Amendment – LeddarTech Holdings Inc.]
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