Exhibit 10.2

Execution Version

EIGHTEENTH AMENDING AGREEMENT made as of June 7, 2025

BETWEEN:

LeddarTech Holdings Inc.

(as “Borrower”)

AND:

Federation Des Caisses Desjardins du Quebec

(as “Lender”)

Recitals

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, an eighth amending agreement dated as of June 4, 2024, a ninth amending agreement dated as of July 5, 2024, a tenth amending agreement dated as of July 26, 2024, an eleventh amending agreement dated as of August 5, 2024, a twelfth amending agreement dated as of August 14, 2024, a thirteenth amending agreement dated as of August 16, 2024, a fourteenth amending agreement dated as of December 6, 2024, a fifteenth amending agreement dated as of February 2, 2025, a sixteenth amending agreement dated as of March 7, 2025 and a seventeenth amending agreement dated as of March 31, 2025, the “Financing Offer”).

The Borrower is the entity resulting from the amalgamation between LeddarTech Inc. and LeddarTech Holdings Inc. that took place on December 21, 2023.

The Borrower and the Lender wish to amend the Financing Offer as follows.

Now, therefore, the parties agree as follows:

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.

Amendments to the Financing Offer

2.1

Section 3.4.1 of the Financing Offer is amended as follows (changes underlined and struck through):

“3.4.1 Interest must be paid on a monthly basis in accordance with the Applicable Single Cash Flow Projection, it being understood that the interest payments to be made for the months of July 2024 (originally due on August 5, 2024), August 2024 (originally due on September 5, 2024), September 2024 (originally due on October 5, 2024), October 2024 (originally due on November 5, 2024), November 2024 (originally due on December 5, 2024), December 2024 (originally due on January 5, 2025), May 2025 (originally due on June 5, 2025) and thereafter for each month until the $15M Cash Inflow has been completed, as applicable, are postponed to the earlier of (i) the date on which a Non-Tolerated Event of Default default occurs and is continuing pursuant to Article 5 of Appendix A to the Financing Offer (ii) the Short-Term Outside Date (as defined below) and (ii) (iii) May 23, 2025 January 31, 2026, and with the interest payments for each subsequent month to be made on the fifth day of each month. For greater certainty, the interest payment for the month of January 2025 was made on February 5, 2025, and the interest payment for the month of February 2025 was made on March 5, 2025, the interest payment for the month of March 2025 will was be made on April 7, 2025 and the interest payment for the month of April 2025 will was be made on May 5, 2025.”

2.2

Section 3.4.6A of the Financing Offer is amended as follows (changes underlined and struck through):

“3.4.6A On the Short-Term Outside Date January 31, 2026 (the “Short-Term Outside Date”), the Borrower must repay the Bridge Repayment Amount (as defined below). The Bridge Repayment Amount shall be applied as follows: (i) first, to Desjardins, as bridge lender, under the bridge financing offer entered into between, among others, Desjardins, Investissement Québec and FS LT Holdings II LP, as bridge lenders, and the Borrower, as borrower, on August 16, 2024 (the “Bridge Financing”), the outstanding principal amounts under the bridge loan of Desjardins and all other amounts owing to Desjardins under the Bridge Financing and (ii) second, to Desjardins, as lender hereunder, any amount then payable under this Financing Offer, including the Amendment Fee, the interest payable on the Short-Term Outside Date pursuant to Section 3.4.1 and the monthly fees payable on the Short-Term Outside Date pursuant to the seventh paragraph of Section 6.1. The “Bridge Repayment Amount” shall be an amount equal to the sum of (i) and (ii) above less $875,000 (the “Capitalized Amount”). The Capitalized Amount will then be added to the principal amount of the Term Loan – Segment D as of the Short-Term Outside Date.”

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2.3

LeddarTech Holdings Inc. 6-K