Investissement Quebec Amends LeddarTech Holdings Stake

TL;DR

Investissement Quebec updated its stake in LeddarTech Holdings. Watch for potential strategic moves.

AI Summary

Investissement Quebec filed an amendment to its Schedule 13D on August 26, 2024, regarding LeddarTech Holdings Inc. The filing indicates a change in beneficial ownership as of August 19, 2024. Investissement Quebec is a significant stakeholder in the company.

Why It Matters

This amendment signals a potential shift or confirmation of Investissement Quebec's influence and investment strategy concerning LeddarTech Holdings Inc., which could impact the company's future direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position or intentions, which can introduce uncertainty or signal strategic shifts.

Key Players & Entities

• Investissement Quebec (company) — Filing party and significant shareholder
• LeddarTech Holdings Inc. (company) — Subject company

FAQ

Key Financial Figures

• $15,000,000 — in the aggregate principal amount of US$15,000,000 (convertible into 1,500,000 Common Shar
• $2,000,000 — entire amount of the IQ Bridge Loan (US$2,000,000 was advanced on August 19, 2024 and US$
• $1,000,000 m — 0 was advanced on August 19, 2024 and US$1,000,000 may be advanced in accordance with the te
• $1,000,000 — ng Offer) plus the IQ Issue Discount (US$1,000,000), the Reporting Person will hold (i) 4,
• $1,500,000 — te principal amount of US$15,000,000 (US$1,500,000 of which is convertible into 750,000 Co
• $13,500,000 — rtible into 750,000 Common Shares and US$13,500,000 of which is convertible into 1,350,000
• $4,000,000 — ridge Loan in the principal amount of US$4,000,000 (convertible into 800,000 Common Shares
• $9,000,000 — in the aggregate principal amount of US$9,000,000 for the purpose of providing the Issuer
• $35,000,000 — ross proceeds amount of not less than US$35,000,000. Pursuant to the Bridge Financing Off
• $3,000,000 — an ”) in an aggregate amount of US$3,000,000, of which USD$2,000,000 was advanced on
• $2.00 — ommon Shares at a conversion price of US$2.00 per share within a month following Augu
• $10.00 — e at the original conversion price of US$10.00 per share. Finally, before conversion
• $5 — e IQ Issue Discount), divided by (ii) US$5.00, representing the right for the Repo

Filing Documents

• ea0212323-13da1invest_leddar.htm (SC 13D/A) — 84KB
• 0001213900-24-072512.txt ( ) — 86KB

Security

Item 1. Security and Issuer This amended statement on Schedule 13D (this “ Statement ”) is being filed with respect to common shares, no par value per share (“ Common Shares ”), of LeddarTech Holdings Inc. (the “ Issuer ”), a corporation incorporated and existing under the Canada Business Corporations Act , and amends and supplements the original Schedule 13D of the Reporting Person filed on January 3, 2024 (the “ Original Schedule 13D ”). The address of the principal executive offices of the Issuer is 240-4535 Boulevard Wilfrid-Hamel, Québec, Québec, G1P 2J7, Canada. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Original Schedule 13D, as amended. Except as further amended or supplemented hereby, the information set forth in the Original Schedule 13D remains unchanged.

Identity

Item 2. Identity and Background (a) This (b) The Quebec, H3B 0A7, Canada. (c) The Reporting Person is a joint-stock company constituted under section 1 of an Act respecting Investissement Québec established by the Government of Québec to favor investment in Québec by Québec-based and international companies. (d)-(3) Neither the Reporting Person nor, to the best knowledge of each of them, any of the executive officers and members of the board of directors of the Reporting Person set forth on Schedule I hereto, during the past five years, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The name, business address, present principal occupation or employment and citizenship of the executive officers and members of the board of directors of the Reporting Person is set forth on Schedule I hereto and is herein incorporated by reference.

Source

Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Original Schedule 13D supplemented as follows: The Reporting Person is filing this Statement in respect of its investment in the Issuer to reflect the Reporting Person’s participation in a bridge financing offer (“ Bridge Financing Offer ”) dated August 16, 2024 by the Reporting Person and two other lenders, as initial bridge lenders, which was accepted on the same day by the Issuer and which provides, among other things and subject to certain conditions, that the bridge lenders agree to make available to the Issuer secured bridge loans in the aggregate principal amount of US$9,000,000 for the purpose of providing the Issuer with the cash necessary to complete one or more follow-on offerings after August 16, 2024 (collectively, the “ Follow On Offering ”) on the Nasdaq Global Market for an aggregate gross proceeds amount of not less than US$35,000,000. Pursuant to the Bridge Financing Offer, the Reporting Person granted the Issuer a bridge to equity term loan (the “ IQ Bridge Loan ”) in an aggregate amount of US$3,000,000, of which USD$2,000,000 was advanced on August 19, 2024. The second advance of US$1,000,000 will be available on October 15, 2024 (or shortly thereafter) once the Issuer satisfies the conditions precedent set forth in the Bridge Financing Offer. The IQ Bridge Loan is issued at an issue discount (the “ IQ Issue Discount ”) such that an amount representing 1/3 of any outstanding principal amount under the IQ Bridge Loan is payable concurrently with any outstanding principal amounts due under the IQ Bridge Loan. Accordingly, if the entire amount of the IQ Bridge Loan is disbursed, then the total amount due and payable by the Issuer to the Reporting Person shall be US$4,000,000. The IQ Bridge Loan matures on November 15, 2024, and will be due and payable earlier upon the occurrence of certain other events, such as a chan

Purpose

Item 4. Purpose of Transaction The information set forth in Item 3 of this Statement is incorporated herein by reference. The Reporting Person beneficially owns the securities of the Issuer for general investment purposes. The Reporting Person may, from time to time, depending on prevailing market, economic and other conditions, acquire additional Common Shares or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Person intends to review its investment in the Issuer on a continuing basis and, depending upon the price and availability of Common Shares or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Person, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of its investment in the Issuer in the open market, in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or otherwise. 4 The Issuer entered into an investor rights agreement (the “ Investor Rights Agreement ”), dated December 21, 2023, with the Reporting Person. Pursuant to the Investor Rights Agreement, among other things, for as long as the Reporting Person continues to hold more than 60% of equity interests that it held in the Issuer as a result of the closing of the Business Combination (see the Original Schedule 13D), the Reporting Person has the right to nominate one director to the board of directors of the Issuer. At the time of filing of this Statement, the Reporting Person has nominated one director to the board of directors of the Issuer. Any director nominated by the Reporting Person to the board of directors of the Issuer may have influence over the corpor

Interest

Item 5. Interest in Securities of the Issuer (a)-(b) See Items 7-11 and 13 of the cover page of this Statement for the Reporting Person and Item 2 above. (c) Except as reported in this Statement, the Reporting Person has not effected any transactions in the Issuer’s securities within the past 60 days. (d) Not applicable. (e) Not applicable.

Contracts,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As disclosed in Item 4 above, in connection with the closing of the Business Combination, the Issuer and the Reporting Person entered into the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, among other things, for as long as the Reporting Person continues to hold more than 60% of equity interests that it held in the Issuer as a result of the closing of the Business Combination, the Reporting Person has the right to nominate one director to the board of directors of the Issuer. At the time of filing of this Statement, the Reporting Person has not yet nominated a director to the board of directors of the Issuer. The foregoing is only a summary of the terms of the Investor Rights Agreement and does not purport to be complete. Such summary is qualified by reference to the full text of the Investor Rights Agreement. An unofficial English translation copy of the Investor Rights Agreement is filed as Exhibit 1 to this Statement and is hereby incorporated herein by reference.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 2 Financing Offer Letter dated as of August 16, 2024, between LeddarTech Holdings Inc., VayaVision Sensing Ltd., Fédération des Caisses Desjardins du Québec, FS LT Holdings II LP and Investissement Québec (incorporated by reference to Exhibit 10.22 to the Issuer’s Registration Statement on Form F-1 filed August 19, 2024) 5 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 26, 2024 INVESTISSEMENT QUÉBEC (signed) André Dessureault Name: André Dessureault Title: Director, Legal Affairs, Investments Investissement Québec 6 DIRECTORS AND EXECUTIVE OFFICERS OF INVESTISSEMENT QUÉBEC The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Investissement Québec (“ IQ ”) are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with IQ and (ii) the business address of each director and executive officer of IQ is 1001 Boulevard Robert-Bourassa, Suite 1000, Montréal, Québec, H3B 4L4, Canada. Name Relationship to IQ Present Principal Occupation Citizenship Geneviève Fortier President, Board of Directors Chief Executive Officer, Promutuel Assurance Canada Bicha Ngo President and Chief Executive Officer, Director President and Chief Executive Officer of IQ Canada Jonathan Gignac Director Deputy Minister of the Ministry of Economy, Innovation and Energy Canada Anne Bourhis Director Human Resources Management Professor, HEC Montréal Canada Gaétan Desroches Director Corporate Director Canada Catherine Dubé Director Business Executive and Management Con

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