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Catcha Investment Corp *

Catcha Investment Corp *

Jan 25, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Crown LNG Holdings Limited

ENTERPRISE VALUE: $685 million
ANTICIPATED SYMBOL: CGBS

Catcha Investment Corp proposes to combine with Crown LNG Holdings Limited.

Crown LNG Holdings AS is a provider of offshore LNG liquefaction and regasification terminal infrastructure solutions for harsh weather locations, which represent a significant addressable market for bottom-fixed, gravity based (“GBS”) liquefaction and regasification plants, as well as associated green hydrogen, ammonia and power projects. Through this approach, Crown aims to provide lower carbon sources of energy securely to under-served markets across the globe.

SUBSEQUENT EVENT – 7/2/24 – LINK

  • The Outside date was extended from June 28, 2024 to July 12, 2024.

SUBSEQUENT EVENT – 6/20/24 – LINK

  • Pursuant to the Non-Redemption Agreements, the Backstop Investors will rescind or reverse their previous election to redeem an aggregate of up to approximately 800,000 Catcha ordinary shares (the “Backstop Shares”), which redemption requests were made in connection with Catcha’s extraordinary general meeting of shareholders held on June 12, 2024.
    • Catcha shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares in cash released from Catcha’s trust account in an amount equal to the product of
    • (x) the number of Backstop Shares and
    • (y) $2.075, which is equal to
      • (A) the price per share for a pro rata portion of the amount on deposit in the trust account as of June 10, 2024 (which was $11.575), less
      • (B) $9.50.

SUBSEQUENT EVENT – 6/12/24 – LINK

  • On June 11, 2024, the parties amended the Business Combination Agreement to extend the termination date from June 17, 2024, to June 28, 2024. They added a clause allowing Crown to terminate if the post-merger company’s stock isn’t approved for listing on the NASDAQ or NYSE American by June 28, 2024.

SUBSEQUENT EVENT – 6/7/24 – LINK

Convertible Notes

  • The SPAC entered into convertible notes with an aggregate original principal amount of $1.05 million for an aggregate purchase price of $1.0 million, reflecting a 5% original issue discount.
    • The April 2024 Notes bear interest at an annual rate of 10% and mature on the first anniversary of the issuance of the applicable note.
    • The Conversion Price will reset to 95% of the lowest closing volume weighted average price observed over the 5 trading days immediately preceding the 180th calendar day following the Issuance Date, subject to a minimum price of $2.50 (the “Minimum Price”).

The April 2024 Notes will terminate to June 28, 2024 if the closing of the sale of the notes has not occurred by such date – LINK

PIPE

  • The PIPE agreement signed May 6, 2024 was for an aggregate of 176,470 Shares for $8.50/Share, representing $1.5 million
  • The PIPE agreement signed May 14, 2024 was for an aggregate of 26,393 Shares for $10.00/Share representing $263,930

The PIPE Subscription Agreement will terminate to June 28, 2024 if the closing of the sale of the shares contemplated by the PIPE Subscription Agreement has not occurred by such date – LINK

Deal Amendments

  • The Outside Date has been subsequently amended to June 17, 2024

Securities Lending Agreement

  • On May 22, 2024, PubCo and Millennia Capital Partners Limited signed a securities lending agreement.
    • Under this agreement, Millennia will lend PubCo up to $4.0 million, secured against 730,000 Crown shares valued at a 55% loan-to-value ratio.
    • The loan will mature in 36 months, with a 6.0% annual interest rate payable quarterly.

Securities Purchase Agreement

  • The SPAC signed an agreement with Helena Special Opportunities LLC, an affiliate of Helena Partners Inc., providing for up to approximately $20.65 million in funding through a private placement for the issuance of convertible notes (the “SPA Notes”).
    • Under the Securities Purchase Agreement, the Company will issue SPA Notes and Warrants to the Investor in multiple tranches:
      • Initial Tranche: $2.95 million in SPA Notes with a $442,500 original issue discount (OID), plus Warrants. This tranche closes with the Business Combination.
      • Second Tranche: Also $2.95 million in SPA Notes with a $442,500 OID and Warrants. It will close no earlier than 90 days after the Initial Tranche or when the securities can be resold under Rule 144.
      • Third and Fourth Tranches: Each tranche consists of an aggregate Principal Amount equal to the greater of (i) $50,000 and (ii) the lesser of (x) 2.5 times the median value of shares traded over each of the 30 Trading Days preceding the Closing Date for such Tranche, and (y) $2.95 million. Additionally, each tranche includes a $442,500 OID and Warrants. These tranches close at least 90 days after the closing of the previous tranche or upon mutual agreement.
      • Fifth to Seventh Tranches: Each tranche consists of an aggregate Principal Amount equal to the greater of (i) $50,000 and (ii) the lesser of (x) 2.5 times the median value of shares traded over each of the 30 Trading Days preceding the Closing Date for such Tranche, and (y) $2.95 million. Additionally, each tranche includes a $442,500 OID and Warrants. These tranches close upon mutual agreement.
    • The purchase price for each SPA Note and Warrant is the principal amount minus the OID.
    • Cohen & Company Capital Markets acted as placement agent to the SPAC.

EXTENSION – 5/21/24 – LINK

  • The SPAC approved the extension from May 17, 2024 to August 17, 2024.
    • 208,674 shares were redeemed.
    • $0.03/share per month will be deposited into the trust account.

EXTENSION – 2/23/24 – LINK

  • The SPAC approved the extension from February 17, 2024 to May 17, 2024.
    • 641,303 shares were redeemed.
    • $0.03/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 1/31/24 – LINK

  • On January 31, 2024, Catcha, Crown, and Catcha Holdings LLC amended their Business Combination Agreement to eliminate the $20,000,000 minimum cash condition and permit the listing of PubCo Common Stock on either the NYSE or Nasdaq.

SUBSEQUENT EVENT – 10/30/23 – LINK

  • On October 25, 2023, Catcha Holdings LLC, the sponsor of Catcha Investment Corp, entered into a subscription agreement with Polar Multi-Strategy Master Fund, where Polar committed to providing a capital contribution of $750,000 to the Company in exchange for 750,000 shares of Class A common stock upon the De-SPAC Closing, with the Investor Capital Contribution to be repaid within five business days of the De-SPAC Closing as a return of capital.
  • Termination Payment
    • In the event that the Business Combination Agreement between Catcha Investment Corp and Crown LNG Holdings Limited, CGT Merge II Limited, and Crown LNG Holding AS is terminated or the Business Combination does not close by February 17, 2024, Catcha Holdings LLC and Catcha Investment Corp have agreed to transfer to Polar, within ten business days of the Termination, either $1,750,000 in cash or, at Polar’s discretion, $1,000,000 in cash and a number of shares of Crown’s common equity equal to 1.5% of its outstanding common equity.
    • If the Catcha Termination Payment is not made within ten business days, warrants will be issued to Polar for a percentage of Crown’s outstanding common equity at exercise, accruing monthly until the full Catcha Termination Payment is received.

SUBSEQUENT EVENT – 10/2/23 – LINK

  • The SPAC executed Amendment No. 1 to the Business Combination Agreement to delete “Article III – Earnout” of the Business Combination Agreement in its entirety.

TRANSACTION

  • The transaction implies a $750M equity value and the implied pro forma enterprise valuation of PubCo is expected to be approximately $685 million.
  • The transaction is expected to provide $50 million of capital, with net proceeds going to fund both the Kakinada and Grangemouth projects to final investment decision (FID).
  • The Company has agreed to cause all of its shareholders to roll their interest into PubCo.
  • Shareholders who are expected to represent approximately 90% of Crown’s equity before closing have already agreed to not sell any shares and contribute their shares in exchange for PubCo’s shares.
  • Completion of the proposed transaction is subject to customary closing conditions, and is anticipated to occur in the fourth quarter of 2023.

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SPAC FUNDING

  • The transaction overview slide from the investor presentation allocates 2.8 million shares to PIPE investors but there is no documentation about the PIPE investment in the merger documents.

Convertible Notes

  • The SPAC entered into convertible notes with an aggregate original principal amount of $1.05 million for an aggregate purchase price of $1.0 million, reflecting a 5% original issue discount.
    • The April 2024 Notes bear interest at an annual rate of 10% and mature on the first anniversary of the issuance of the applicable note.
    • The Conversion Price will reset to 95% of the lowest closing volume weighted average price observed over the 5 trading days immediately preceding the 270th calendar day following the Issuance Date, subject to a minimum price of $2.50 (the “Minimum Price”).

PIPE

  • The PIPE agreement signed May 6, 2024 was for an aggregate of 176,470 Shares for $8.50/Share, representing $1.5 million
  • The PIPE agreement signed May 14, 2024 was for an aggregate of 26,393 Shares for $10.00/Share representing $263,930

Securities Purchase Agreement

  • The SPAC signed an agreement with Millennia Capital Partners providing for up to approximately $27 million in funding through a private placement for the issuance of convertible notes (the “SPA Notes”).
    • Under the Securities Purchase Agreement, the Company will issue SPA Notes and Warrants to the Investor in multiple tranches:
      • Initial Tranche: $2.95 million in SPA Notes with a $442,500 original issue discount (OID), plus Warrants. This tranche closes with the Business Combination.
      • Second Tranche: Also $2.95 million in SPA Notes with a $442,500 OID and Warrants. It will close no earlier than 90 days after the Initial Tranche or when the securities can be resold under Rule 144.
      • Third and Fourth Tranches: Each tranche consists of SPA Notes up to $2.95 million but not less than $50,000, calculated based on share trading values. These tranches close at least 90 days after the previous one or upon mutual agreement.
      • Fifth to Seventh Tranches: These follow similar rules as the third and fourth, with each tranche’s principal amount at least $50,000 and no more than $2.95 million, closing based on mutual agreement.
    • The purchase price for each SPA Note and Warrant is the principal amount minus the OID.

EARNOUT

  • Company shareholders can earn up to 7,250,000 additional shares if the share price reaches the milestones mentioned below for up to seven years after closing:
    • 25% if the share price equals or exceeds $12.00 for 20/30 trading days
    • 25% if the share price equals or exceeds $14.00 for 20/30 trading days
    • 25% if the share price equals or exceeds $16.00 for 20/30 trading days
    • 25% if the share price equals or exceeds $18.00 for 20/30 trading days
  • The SPAC executed Amendment No. 1 to the Business Combination Agreement to delete “Article III – Earnout” of the Business Combination Agreement in its entirety. – LINK

LOCK-UP

  • Company and Sponsor
    • 12 months after the Closing Date of the business combination or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after the Closing date

NOTABLE CONDITIONS TO CLOSING

  • The minimum cash closing condition is at least $20 million
    • On January 31, 2024, Catcha, Crown, and Catcha Holdings LLC amended their Business Combination Agreement to eliminate the $20,000,000 minimum cash condition – LINK

NOTABLE CONDITIONS TO TERMINATION

  • By either Catcha or the Company, if any of the conditions to the Closing has not been satisfied or waived by February 17, 2024.
    • The Outside Date has been subsequently amended to June 17, 2024 – LINK
    • The Outside Date has been subsequently amended to June 28, 2024 – LINK
    • The Outside date has been subsequently amended to July 12, 2024. LINK
  • By Catcha, if the Company Financials have not been delivered to Catcha by September 15, 2023.
  • The company can terminate the BCA if they will not be listed on the NASDAQ or NYSE American exchange.  – LINK

ADVISORS

  • Company
    • Emerging Asia Capital Partners Co Ltd (“EACP”) serves as financial advisors.
    • Nelson Mullins Riley & Scarborough LLP serves as legal counsel
  • SPAC
    • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), serves as exclusive financial advisor and lead capital markets advisor.
    • WestOak Advisors serves as energy capital markets advisor.
    • Goodwin Procter LLP serves as legal counsel.

EXTENSION – 2/17/23 – LINK

  • The SPAC approved the extension to complete a business combination from February 17, 2023 to February 17, 2024.
    • 27,785,141 ordinary shares were redeemed for approximately $10.18/Share for an aggregate redemption amount of $282,903,643.31 and the company will contribute $75,000.00/month for each month they extend (x12.

MANAGEMENT & BOARD

Executive Officers

Patrick Grove, 45
Chairman and Chief Executive Officer

Since founding Catcha Group in 1999, Mr. Grove has built an extensive track record of founding, building, acquiring, listing and growing both private and public Southeast Asian digital businesses. Today, Mr. Grove is widely recognized as one of the leading entrepreneurs in the region, having founded and taken numerous companies from start up to initial public offering in Australia and Southeast Asia, including iProperty Group Ltd, iCar Asia Ltd and Frontier Digital Ventures Ltd. Mr. Grove has been the recipient of numerous awards, including World Economic Forum Global Leader of Tomorrow, Bloomberg Business Week Asia’s Best Young Entrepreneur, the Australia Unlimited Global 50 and Asian Entrepreneur of the Year. Mr. Grove received his Bachelor of Commerce degree with a major in Finance from the University of Sydney.

Luke Elliott, 44
Director and President

Mr. Elliott co-founded Catcha Group with Mr. Grove in 1999 and has been responsible for the Group’s corporate finance and operating activities since inception. Over the last 20 years, Mr. Elliott has completed over 70 corporate exercises including capital raisings, mergers, acquisitions and public listings and manages the acceleration and scaling of the Group’s portfolio companies. Mr. Elliott has been in partnership with Mr. Grove for over 20 years, where they have together brought six digital business from their early stages to a public listing or sale, worth over $1 billion in value.

Wai Kit Wong, 36
Chief Financial Officer

Mr. Wong brings significant corporate finance experience from 13 years at Goldman Sachs in Hong Kong, where he was an executive director in the investment banking division, focusing on coverage of technology, media and telecommunications companies in the Asia Pacific region. At Goldman Sachs, Mr. Wong led and executed various large and sophisticated corporate finance transactions across Southeast Asia, China, Australia and India, including mergers and acquisitions, de-mergers, initial public offerings and debt offerings. He received a Bachelor of Arts degree in Economics from the University of California, Berkeley.

Board of Directors

James Graf, 56
Independent Director

Mr. Graf has sponsored or served as a director on five SPACs, raising over $1.5 billion in aggregate from the IPO financings. Mr. Graf was the chief executive officer of Graf Industrial Corp. from its inception in June 2018 until it completed its business combination with Velodyne Lidar, Inc. in September 2020; and was a member of Graf Industrial’s board of directors from June 2018 to October 2019. Mr. Graf has served as a director of Velodyne Lidar since September 2020. Mr. Graf was a director of Platinum Eagle Acquisition Corp., from January 2018 to March 2019, when it completed its business combination with Target Hospitality, Inc. Mr. Graf served as the vice president, chief financial officer and treasurer of Double Eagle Acquisition Corp. from its inception in June 2015 through its business combination with Williams Scotsman, Inc. in November 2017. He served as vice president, chief financial officer, treasurer and secretary of Silver Eagle Acquisition Corp. from its inception in April 2013 through Silver Eagle’s business combination with Videocon d2h Ltd., and he served as vice president, chief financial officer, treasurer and secretary of Global Eagle Acquisition Corp. from its inception in February 2011 to its business combination with Row 44, Inc. and Advanced Inflight Alliance AG in January 2013. He was vice chairman of Global Entertainment AG, the German entity holding Global Eagle’s equity in AIA from 2013 to 2014 and special advisor to Global Eagle in 2013. He served as a special advisor to Videocon d2h from 2015 to 2016. From 2008 to 2011 Mr. Graf served as a managing director of TC Capital Ltd., an investment bank, in Singapore. From 2007 to 2008, Mr. Graf was engaged as a consultant to provide financial advisory services to Metro-Goldwyn-Mayer, Inc. In 2001, Mr. Graf founded and became chief executive officer of Praedea, an enterprise software company. Subsequent to a sale of Pradea’s assets in 2006, it has been renamed PSIC, and currently serves as an investment holding company for Mr. Graf, who continues to be chief executive officer of PSIC. Prior to founding Praedea, Mr. Graf held various investment banking roles with Merrill Lynch, Deutsche Morgan Grenfell, Smith Barney, and Morgan Stanley across both US and Asia.

Rick Hess, 58
Independent Director

Mr. Hess is the founder and a Managing Partner of Cobalt Capital. He leads the firm and is responsible for deal origination and execution, as well as for the management of various Cobalt portfolio company relationships. Mr. Hess founded Evolution Media Capital in 2008, an investment advisory firm created in partnership with Creative Artists Agency and served as its Managing Partner. He then formed Evolution Media, the early growth investing vehicle of TPG, which invested in partnership with TPG from 2012-2019. Prior to Evolution Media, Rick created and led the Film Finance Group at CAA. Under his leadership there, the group packaged, raised financing for, or sold more than 125 feature films, including Academy Award-winning films Crash, Brokeback Mountain, Goodnight and Good Luck and The Tree of Life. Previously, he held executive positions at various film production companies.

ByKristi Marvin