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August 29, 2023
Charles Boulanger
Chief Executive Officer and Director
LeddarTech Holdings Inc.
4535, boulevard Wilfrid-Hamel, Suite 240
Quebec G1P 2J7, Canada
Re:LeddarTech Holdings Inc.
Draft Registration Statement on Form F-4
Submitted July 31, 2023
CIK No. 0001981462
Dear Charles Boulanger:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 Submitted July 31, 2023
Cover Page
1.We note your disclosure on the cover page that Prospector Sponsor LLC is a Cayman
Islands company. This is inconsistent with your definition of “Sponsor” as “Prospector
Capital Sponsor, LLC, a Delaware limited liability company.” Please revise.
2.We note that the registration statement refers to the PIPE Financing. Please revise the
cover page to highlight the terms of the PIPE Financing. Also expand your disclosure on
the cover page and throughout the filing to highlight material differences in the terms and
price of securities issued at the time of the IPO as compared to the PIPE Financing.

 FirstName LastNameCharles  Boulanger
 Comapany NameLeddarTech Holdings Inc.
 August 29, 2023 Page 2
 FirstName LastName
Charles  Boulanger
LeddarTech Holdings Inc.
August 29, 2023
Page 2
3.We note your disclosure on page 56 that consummation of the PIPE Financing is a
condition of closing and that “any failure of the PIPE Investors to fund their Tranche B
purchase concurrently with the closing of the Business Combination will make it more
difficult for Prospector to complete the Business Combination as contemplated.” State on
the cover page that the consummation of a PIPE Investment is a condition to the Business
Combination and clarify that such financing is necessary for the parties to meet the
Minimum Proceeds Condition and thus complete the Business Combination. If true,
include disclosure that any delayed payment from the PIPE Financing could cause
payment to redeeming shareholders to also be delayed.
4.We note your assumption that there will be no redemptions. Please revise to provide
balanced disclosure on the cover page by providing the equity stakes assuming additional
redemption scenarios, up to and including maximum redemptions.
5.We note your disclosure that “If a substantial portion of the Prospector Class A Shares are
redeemed in connection with the Business Combination and we are not successful in
raising additional capital, we will be unable to comply with the minimum cash balance
requirement under the Desjardins Credit Facility following the closing of the Business
Combination.” Please highlight this on the cover page. Also clarify the number of
redemptions that must occur in order for the company to be unable to comply with the
minimum cash balance requirement.
Risk Factors, page 20
6.Please include a risk factor discussing the risk that your exclusive forum provision may
result in increased costs for investors to bring a claim in the chosen forum.
Unaudited Pro Forma Condensed Consolidated Financial Information
Description of the Business Combination, Related Transactions and Adjustments for Other
Material Events, page 69
7.Please disclose how you determined Amalco's aggregate equity value of US$200 million.
8.With respect to the PIPE investors' 40% interest, please quantify the respective number of
shares as follows:
•parenthetically, explain how you calculated the 20 million Company Common Shares
outstanding immediately prior to the Closing, of which 7.9 million shares are held by
PIPE Investors; and
•parenthetically, state that the PIPE Investors will receive 1,000,000 of the 5,000,000
Surviving Company Earnout Non-Voting Special Shares issued prior to Closing.
Basis of Pro Forma Presentation, page 75
9.Refer to the table hereunder reflecting the pro forma ownership of Surviving Company
Common Shares following the Business Combination. Please expand footnotes (1), (3)
and (4) to make clear how the underlying outstanding shares in the historical financial

 FirstName LastNameCharles  Boulanger
 Comapany NameLeddarTech Holdings Inc.
 August 29, 2023 Page 3
 FirstName LastName
Charles  Boulanger
LeddarTech Holdings Inc.
August 29, 2023
Page 3
statements as of March 31, 2023 were subsequently adjusted based on their respective
conversion and/or exchange transactions arising from The A&R Prospector Governing
Documents Proposal on the prospectus, resulting the above-reported shares.
10.Tell us how you considered providing a separate pro forma column so that it is transparent
how the share issuances, conversion and exchange transactions contemplated in the A&R
Prospector Governing Documents Proposal have been given effect in your pro forma
presentation.  Refer to Article 11-02(b)(4)(ii) of Regulation S-X.
Unaudited Pro Forma Condensed Consolidated Statement of Loss for the year ended September
30, 2022, page 79
11.Please include pro forma transaction accounting adjustments for the expenses charged
against Deficit in the pro forma statement of position.  In this regard, it appears you
should include adjustments for the expenses in adjustments 4(c), 4(i), 4(k), 4(p), 4(q) and
4(r).  Refer to Article 11-02(a)(6)(i)(B).  Disclose within each supporting footnote that the
adjustment is for a non-recurring expense, as applicable.
12.Please disclose what the $31,815,708 adjustment under note 4(k) represents and advise us.
13.Please remove adjustments 5(d), 5(e), 5(g) and 5(i) which eliminate the subject non-
recurring expenses included in the historical financial statements.  In lieu of these
adjustments, please explain the nature of these expenses and the amounts that are non-
recurring. Refer to Article 11-02(a)(11)(i).
14.Refer to footnote 5(g).  It appears you should give pro forma effect to the charge that will
be incurred upon the automatic acceleration of vesting of all ESOP and MSOP options.
Unaudited Pro Forma Condensed Consolidated Statement of Loss for the Six Months Ended
March 31, 2023, page 80
15.Please remove adjustments 6(g), 6(i), 6(k) and 6(j) which eliminate the subject non-
recurring expenses reflected in the historical financial statements.  In lieu of these
adjustments, please disclose in the notes the nature of these expenses and the related
amounts that are non-recurring.
4. Adjustments to the Pro Forma Condensed Consolidated Statement of Financial Position, page
93
16.Refer to note 4(l).  Addressing the respective conversion rates, please make clear how
LeddarTech's 5,976,388 Class A, B, C, D-1 and D-2 preferred shares were converted
into 99,387,510 common shares prior to the Business Combination. To the extent that the
conversion reflects favorable changes to the original conversion terms or the payment of
additional consideration, please disclose how it was given pro forma effect in the Pro
Forma Condensed Consolidated Statement of loss.

 FirstName LastNameCharles  Boulanger
 Comapany NameLeddarTech Holdings Inc.
 August 29, 2023 Page 4
 FirstName LastName
Charles  Boulanger
LeddarTech Holdings Inc.
August 29, 2023
Page 4
The Business Combination, page 105
17.We note the Prospector Board has recommended shareholders vote "FOR" the transaction.
We further note that Messrs. Aberle and Stone serve on the board of directors of
LeddarTech, and that all of your officers and directors except Ron Lumbra have direct or
indirect investments in LeddarTech. Please clarify how Prospector's board considered the
conflicts of interest presented by the affiliation between Prospector and LeddarTech and
the overlapping nature of directors and officers of Prospector and LeddarTech in
negotiating and recommending the Business Combination.
Prospector's Board of Directors Reasons for the Approval of the Business Combination, page
112
18.Revise to discuss all of the factors that Prospector's Board of Directors considered in
deciding to approve the Business Combination, including any negative material factors.
Information about LeddarTech, page 205
19.Provide an overview of your business plan for the next 12 months, including how and
when the company intends to generate revenue from its fusion and perception software
business.  As part of your disclosure, include a discussion of any key operating metrics the
company uses or intends to use in evaluating the business.
20.We note your disclosure that you have discontinued LeddarTech’s modules and
components business, and that you have not generated material revenue from your
continuing ADAS business. We further note your risk factor on page 21 indicating that
you may not generate meaningful revenue from your ADAS business moving forward.
Please revise this section, and elsewhere as appropriate, to more clearly differentiate the
aspects of your business that have been discontinued with those of your business plan
moving forward.  As part of your disclosure, be sure to clearly discuss the fact that the
company has not yet generated material revenue from its planned business operations.
LeddarTech's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Transition to a Pure-Play Automotive Software Business Model, page 222
21.Please disclose the remaining carrying amounts of the Modules and Components
businesses as of March 31, 2023 that will be subject to impairment. For additional context,
please summarize the total impairment costs as of the year ended September 30, 2022 and
the interim period ended March 31, 2023.
22.So that it is transparent to investors, please disclose the total revenues that you have
recognized under your “Pure-Play” Automotive Software Business Model for all periods
presented.

 FirstName LastNameCharles  Boulanger
 Comapany NameLeddarTech Holdings Inc.
 August 29, 2023 Page 5
 FirstName LastName
Charles  Boulanger
LeddarTech Holdings Inc.
August 29, 2023
Page 5
Results of Operations - Comparison of Six-Month Periods Ended March 31, 2023 and 2022,
page 226
23.Please make clear what portion of the reported revenues consist of recurring engineering
revenues, software sales based on unit sales, licensing fees and maintenance fees related to
the “pure play” automotive software and those from the discontinued components and
modules businesses. Further identify any significant elements of your loss from
continuing operations which do not arise from or are not necessarily representative of the
LedderTech's ongoing business. In this regard, we note that most of your revenues consist
of product sales.  Refer to Instruction 2 to Item 303(c) of Regulation S-K.
Liquidity and Capital Management, page 233
24.You disclose that “in order for the Company’s anticipated financial resources to be
sufficient to meet its capital requirements for the 12 months following the date hereof, if
the Surviving Company does not raise additional capital in connection with the Business
Combination, even if there are no redemptions of Prospector Class A Shares, the
Company or the Surviving Company, as applicable, will need to reduce its operating costs
to ensure sufficient liquidity for its operations and to comply with the requirements of its
debt obligations.” Revise to discuss the company’s plans, if any, to meet the minimum
cash balance requirement.
Certain Prospector Relationships and Related Party Transactions, page 274
25.We note that Messrs. Aberle and Stone serve on the board of directors of LeddarTech, and
that all of your officers and directors except Ron Lumbra have direct or indirect
investments in LeddarTech.  Please revise this section to provide a detailed discussion of
any and all the transactions entered into with LeddarTech by each of your officers and
directors, either directly or indirectly and quantify their respective ownership interests in
LeddarTech.  For each transaction, be sure to specifically identify the officer or director
involved and their relationship with LeddarTech.  Refer to Item 404 of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 302
26.Please revise to disclose the names, including identifying the natural person(s) that hold
voting and/or dispositive power of the relevant shares, of all entities that are beneficial
owners.
Consolidated statements of financial position, page F-3
27.In light of the retrospective restatement, tell us how you considered presenting a third
statement of financial position.  Refer to IAS 1.40A-40B.
28.Please provide a separate note on non-controlling interest that describes your basis for
measurement.

 FirstName LastNameCharles  Boulanger
 Comapany NameLeddarTech Holdings Inc.
 August 29, 2023 Page 6
 FirstName LastName
Charles  Boulanger
LeddarTech Holdings Inc.
August 29, 2023
Page 6
Notes to the consolidated financial statements
1. Nature of operations and going concern uncertainty, page F-8
29.Regarding your strategic decision to divest your modules and components businesses
during FY22 per your disclosure on page 222, tell us how you considered presenting the
related non-current assets as either held for sale or discontinued operations.  Refer to
paragraphs 6 and 13 of IFRS 5.
2. Summary of significant accounting policies
Intangible Assets, page F-16
30.We understand from your disclosures elsewhere in the filing that certain of the
development costs are associated with the Components and Modules businesses that will
be divested.  Please separately disclose the expected remaining useful lives of
such development costs to the extent that they remained in use as of the period ended.
Defined contribution pension plans, page F-19
31.We note that portions of your contributions to the Canadian and Israeli subsidiary defined
contribution plans were capitalized as intangible assets. Please disclose the amounts
capitalized, the particular category of intangible assets in which these amounts were
included, and your basis for capitalization pursuant to the applicable accounting guidance.
10. Intangible Assets, page F-26
32.Please tell us how you considered disaggregation of development costs into smaller
classes in order that your investors may better understand the nature of such costs that
were impaired and those that are recoverable.  Refer to paragraphs 59, 66-67, and 119 of
IAS 38.
16. Other component of equity, page F-39
33.Citing the terms and conditions under which the NCI holder’s right under the put option is
exercisable, please explain why the put option may be deemed a component of equity and
"will not be marked to market at each reporting date thereafter."  Refer to the pertinent
guidance under IAS 32.
Notes to the unaudited interim condensed consolidated financial statements - Three and six
months ended March 31, 2023
2. Summary of significant accounting policies, page F-65
34.Please disclose your revenue recognition policy as it relates to the "Pure-Play Automotive
Software Business Model" described on page 222.  Addressing your Tier 1 design and
integration win, please disclose your significant judgments with respect to the application
of paragraphs 123-126 of IFRS 15.

 FirstName LastNameCharles  Boulanger
 Comapany NameLeddarTech Holdings Inc.
 August 29, 2023 Page 7
 FirstName LastName
Charles  Boulanger
LeddarTech Holdings Inc.
August 29, 2023
Page 7
General
35.In your letter to shareholders, you disclose that “if redemptions by Pros