LeddarTech Holdings Inc 6-K, filed Jul 5, 2024
LeddarTech Holdings Inc. (LDTCF)
About this 6-K
LeddarTech Holdings Inc filed this 6-K on July 5, 2024.
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 5, 2024, LeddarTech Holdings Inc. (the “Company”) entered into a Ninth 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”). Pursuant to the terms of the Desjardins Credit Facility, the Company is required to maintain an unencumbered cash balance of at least C$5.0 million (the “Minimum Cash Covenant”). Pursuant to the Waiver, among other things, Desjardins has temporarily reduced the required Minimum Cash Covenant to C$3.5 million from July 5, 2024 through July 6, 2024, and to C$1.8 million from July 7, 2024 through July 26, 2024, after which time the Company will again 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.
Additionally, the Company has received indications of interest from several of its principal shareholders to invest an aggregate of up to US$9.7 million in the Company, subject to certain conditions to be agreed upon, including the Company raising an amount of outside capital through a proposed financing transaction (the “Financing Transaction”). Because indications of interest are not binding agreements or commitments to purchase, there can be no assurance that such existing shareholders will invest their full indication of interest, or any amount at all, in the Financing Transaction, or that the Company will successfully complete the Financing Transaction in an amount sufficient to meet the conditions to be established for any such investment by such existing shareholders, or 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
1
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 5, 2024
2
Exhibit 10.1
Execution Version
NINTH AMENDING AGREEMENT made as of July 5, 2024
| BETWEEN: |
LeddarTech Holdings Inc.
(as “Borrower”)
|
| AND: |
Federation des Caisses Desjardins du Quebec
(as “Lender”) |
Recitals
| A. | The Lender has addressed an amended and restated financing offer dated April 5, 2023 to the Borrower which has been accepted by the Borrower (as amended by a first amending agreement dated as of May 1, 2023, a second amending agreement dated as of May 31, 2023, a third amending agreement dated as of September 29, 2023, a fourth amending agreement dated as of October 13, 2023, a fifth amending agreement dated as of October 20, 2023, a sixth amending agreement dated as of October 31, 2023, a seventh amending agreement dated as of December 8, 2023, and an eighth amending agreement dated as of June 4, 2024, the “Financing Offer”). |
| B. | The Borrower is the entity resulting from the amalgamation between LeddarTech Inc. and LeddarTech Holdings Inc. that took place on December 21, 2023. |
| C. | The Borrower and the Lender wish to amend the Financing Offer to, among other things, reduce temporarily the level of minimum available cash required under the covenant provided for under Section 7.1.2 of the Financing Offer for the period leading to the projected closing of the targeted US$30,000,000 gross equity investment in the Borrower (the “Equity Investment”). |
Now, therefore, the parties agree as follows:
| 1. | Interpretation |
| 1.1 | Capitalized terms used herein and defined in the Financing Offer have the meanings assigned to them in the Financing Offer unless otherwise defined herein. |
| 1.2 | Other than as specifically provided herein, this Agreement shall not operate as a waiver of any right, power or privilege of the Lender and, except as amended hereby, all provisions of the Financing Offer will remain in full force and effect. |
| 2. | Amendments to the Financing Offer |
| 2.1 | Section 6.1 of the Financing Offer is amended by the addition of the following paragraphs immediately after the existing paragraphs of such Section 6.1: |
“The Borrower must pay to Desjardins a monthly fee of $125,000 per month, which monthly fee is earned and payable first on July 5, 2024, and thereafter, on the first day of each subsequent month, until the date of the disbursement of an equity investment in the Borrower for a minimum gross proceeds amount of US$25,000,000 (the “Short-Term Outside Date”).
Following the Short-Term Outside Date and until the Borrower provides Desjardins with the Recapitalization Plan in form and substance satisfactory to Desjardins, a monthly fee in the amount of $45,000 will be earned and payable on the first day of each month.”
| 2.2 | The definition of “Available Cash” in Section 7.1.2 of the Financing Offer is amended as follows (changes underlined and struck through): |
“Available Cash 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 at all times from the date of the disbursement of the Tranche A of the SPAC Offering until October 31, 2023; |
| (ii) | NIL after October 31, 2023 until the earlier of December 22, 2023 and the DE-SPAC Date; |
| (iii) | $5,000,000 at all times after the earlier of December 22, 2023 and the DE-SPAC Date |
| (iv) | $3,500,000 at all times from July 5, 2024 until July 6, 2024; |
| (v) | $1,800,000 at all times from July 7, 2024 until July 26, 2024; and |
| (vi) | $5,000,000 at all times after July 26, 2024.” |
| 2.3 | Section 7.2.4 of the Financing Offer is amended as follows (changes underlined and struck through): |
| “7.2.4 | From |
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| 2.4 | New Sections 7.2.7, 7.2.8 and 7.2.9 are added immediately after Section 7.2.6 of the Financing Offer as follows: |
| “7.2.7 | No later than July 26, 2024, the Borrower must have delivered to Desjardins, in form and substance satisfactory to Desjardins, (i) a detailed plan addressing the expected timeline for development of the software and the commercialization of the products by the Borrower and its Subsidiaries as well as the financial details of the expected revenue generating activities (including without limitation a complete financial model), and (ii) the Borrower’s updated financial projections up to January 31, 2026 (including balance sheet, income statement and cash flow statements including a list of planned capital expenditures) on a consolidated basis giving effect to the targeted equity investment in the Borrower for a gross proceeds amount of US$30,000,000. |
| 7.2.8 | The Borrower must provide in advance to Desjardins for its review any disclosure relating to the credit facilities made available hereunder that the Borrower must make pursuant to its obligations under any applicable securities law. |
| 7.2.9 | The Borrower must promptly provide to Desjardins a copy of any letter of intent or similar document confirming the intent of a participant to the targeted equity financing in the Borrower for a gross proceeds amount of US$30,000,000 and any other documentation that Desjardins may reasonably request in connection with such equity financing. |
| 2.5 | Section 7.4.5 of the Financing Offer is amended as follows (changes underlined and struck through): |
| “7.4.5 | From |
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| 2.6 | Appendix “E” of the Financing Offer is hereby replaced with Appendix “E” to this Agreement. |
| 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 Agreement has been executed by all parties; |
| 3.2 | receipt of the current 13-Week Cash Flow Projection; |
| 3.3 | confirmation of the re-appointment of Raymond Chabot Grant Thornton & Co L.L.P. as Desjardins’ Financial Advisor; |
| 3.4 | receipt of the written intent letters from existing investors and insiders indicating their intention to participate in the Equity Investment that have been delivered to the Borrower; |
| 3.5 | no Default exists; |
| 3.6 | all fees and expenses owing by the Borrower to the Lender and its legal counsel and the Desjardins’ Financial Advisor due on the date of this Agreement shall have been paid and the Lender is authorized to debit the Borrower’s account and proceed to the payment of such fees and expenses. |
| 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.
[Signature pages follow]
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IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the date and year first above written.
| Federation Des
Caisses Desjardins Du Quebec, as Lender | ||
|
Per: |
/s/ Jocelyn Larouche | |
| Title: | Jocelyn Larouche – Director, National Accounts, North Western Quebec | |
| Per: | /s/ Alexandre Chapdelaine | |
| Title: | Alexandre Chapdelaine, Managing Director and Market Lead, National Accounts, North Western Quebec | |
| LeddarTech Holdings Inc., as Borrower | ||
|
Per: |
/s/ Frantz Saintellemy | |
| Title: | Frantz Saintellemy, President and 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 | |
[Ninth Amendment – LeddarTech Holdings Inc.]