UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE~~

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~ 29December 4, 2023

PROSPECTOR CAPITAL CORP. ~~(Exact name of registrant as specified in its charter)~~

Cayman Islands		001-39854		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39854		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1250 Prospect Street, Suite 200

La Jolla, CACalifornia 92037

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 449-9643

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
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant	PRSRU	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	PRSRU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	PRSR	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	PRSRW	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	PRSRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report~~Events.

~~Management~~On ofDecember ~~Prospector~~1, ~~Capital~~2023, Prospector Capital Corp. (~~the~~ “~~Company~~Prospector”) ~~has~~issued ~~identified~~a anpress ~~inadvertent~~release ~~error~~announcing inthat ~~its~~it ~~condensed~~will ~~financial~~hold ~~statements~~an ~~for~~Extraordinary ~~the~~General ~~period~~Meeting ~~ending September~~of ~~30, 2023 as filed in~~ its ~~Quarterly Report~~ shareholders on ~~Form~~December ~~10-Q for the quarterly period ended September 30~~13, 2023 to, ~~filed~~among ~~with~~other ~~the~~things, ~~U.S. Securities~~approve ~~and Exchange Commission (~~the ~~“SEC”)~~proposed onbusiness ~~November~~combination ~~28, 2023~~ (the “~~Original~~Business ~~Quarterly Report~~Combination”)~~. The~~ ~~Original~~with ~~Quarterly~~LeddarTech Inc., ~~Report~~a ~~inadvertently~~corporation ~~noted~~existing ~~the~~under ~~funds held in~~ the ~~Company’s~~laws ~~trust~~of ~~account~~Canada (~~the~~ “~~Trust Account~~LeddarTech”) ~~were held in U.S. government securities or money market funds as of September 30~~, ~~2023.~~and AsLeddarTech ~~previously~~Holdings ~~disclosed in the Company’s Current Report on Form 8-K filed with the SEC on September 20~~Inc., ~~2023,~~a oncompany ~~September 15, 2023, the Company instructed Continental Stock Transfer~~incorporated &under ~~Trust Company, as trustee, to liquidate~~ the ~~U.S.~~laws ~~government~~of ~~securities~~Canada ~~or money market funds previously held in the Trust Account~~ and ~~deposit~~a ~~such~~wholly ~~funds~~owned insubsidiary anof ~~interest-bearing~~LeddarTech ~~demand deposit bank account~~(“Newco”). The ~~liquidation~~Extraordinary ~~and~~General ~~deposit~~Meeting ofwill ~~such funds in the interest-bearing~~be ~~demand~~held ~~deposit bank account was completed on September 18~~virtually, ~~2023~~at https://www.cstproxy.com/prospectorcapital/egm2023.

OnHolders ~~November~~of ~~29,~~Class ~~2023,~~A ~~the~~ordinary ~~Company’s~~shares ~~management~~of ~~and~~Prospector (the ~~Audit~~“Prospector ~~Committee~~Class ofA Shares”) may redeem their Prospector Class A Shares included in the ~~Company~~units sold in Prospector’s initial ~~Board~~public ofoffering ~~Directors~~ (the “~~Audit~~public ~~Committee~~shares”) ~~concluded~~for ~~that, in~~cash ~~light~~if the Business Combination is consummated. Holders of ~~the~~public ~~foregoing~~shares or ~~determination,~~units ~~certain~~who ~~items~~wish onto exercise their redemption rights must follow the ~~Company’s~~detailed ~~previously~~procedures ~~issued~~described ~~unaudited~~in ~~interim~~the ~~financial~~proxy ~~statements~~statement/prospectus included in ~~the~~a ~~Company’s~~Registration ~~Original~~Statement ~~Quarterly~~on ~~Report~~Form ~~should~~F-4 be(the ~~updated~~"Registration toStatement") ~~correctly~~filed ~~reflect~~with the ~~Trust~~U.S. ~~Account~~Securities ~~funds~~and asExchange Commission ~~being~~by ~~held in~~Newco. anA ~~interest-bearing~~definitive ~~demand~~proxy ~~deposit~~statement/prospectus ~~bank~~will ~~account.~~be Asprovided ~~such,~~and will be publicly available at www.sec.gov once the ~~Company~~Registration Statement ~~will~~of ~~file~~which ~~Amendment~~it Noforms a part is declared effective. 1YOU toARE ~~Quarterly~~URGED ~~Report~~TO onPROMPTLY ~~Form~~CONTACT ~~10-Q/A~~YOUR BROKER OR OTHER CUSTODIAN THROUGH WHOM ~~for~~YOU ~~the~~MAY ~~quarterly~~OWN ~~period~~PUBLIC ~~ended~~SHARES ~~September~~OR 30UNITS IF YOU WISH TO REDEEM YOUR PROSPECTOR CLASS A SHARES. HOWEVER, ~~2023~~YOU ~~with~~MAY ~~the~~NOT ~~SEC~~VOTE OR REDEEM YOUR PROSPECTOR CLASS A SHARES UNTIL YOU RECEIVE THE DEFINITIVE PROXY STATEMENT.

~~The~~Any ~~Company’s~~request ~~management~~for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with Prospector’s consent, until the ~~Audit~~closing ~~Committee~~of ~~have~~the ~~discussed~~Business Combination. If a holder delivers their public shares for redemption to the ~~matters~~Transfer ~~disclosed~~Agent inand ~~this~~later ~~Current~~decides ~~Report~~to onwithdraw ~~Form~~such ~~8-K~~request ~~pursuant~~prior to ~~this~~the ~~Item~~deadline ~~4.02~~for ~~with~~submitting redemption ~~WithumSmith+Brown~~requests, ~~PC,~~ the ~~Company’s~~holder ~~independent~~may ~~registered~~request ~~public~~that ~~accounting~~the ~~firm~~Transfer Agent return the shares (physically or electronically).

~~SIGNATURES~~Any corrected or changed written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the proposal to approve the Business Combination at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to the Transfer Agent prior to the deadline for submitting redemption requests.

~~Pursuant~~A tocopy ~~the requirements~~ of ~~the~~ ~~Securities Exchange Act of 1934,~~ the ~~registrant~~press ~~has~~release is ~~duly~~attached ~~caused~~as ~~this~~Exhibit ~~report~~99.1 to bethis ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K byand ~~the~~incorporated ~~undersigned~~herein ~~hereunto duly~~by ~~authorized~~reference.

	PROSPECTOR CAPITAL CORP.
	By:	/s/ Derek Aberle
		Name:	Derek Aberle
		Title:	Chief Executive Officer
Date: November 29, 2023

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated December 1, 2023.
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.

	PROSPECTOR CAPITAL CORP.

	By:	/s/ Derek Aberle
		Name:	Derek Aberle
		Title:	Chief Executive Officer

Dated: December 4, 2023

Filing Compare · Prospector Capital Corp.