Catcha Investment Corp - Ordinary Shares (CHAA) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Catcha Holdings LLC

(Last) (First) (Middle)

3 RAFFLES PLACE, #06-01

BHARAT BUILDING

(Street)

SINGAPORE, 048617

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Catcha Investment Corp [ CHAA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	05/13/2024		M(1)		7,350,350	A	(2)	7,350,350	D
Class A Ordinary Shares	07/08/2024		J(3)		6,511,627	D	(3)	838,723	D
Class A Ordinary Shares	07/09/2024		D		838,723	D	(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(2)	03/07/2024		J(5)			149,650	(2)	(2)	Class A Ordinary Shares	149,650	(5)	7,350,350(6)	D
Class B Ordinary Shares	(2)	05/13/2024		M(1)			7,350,350	(2)	(2)	Class A Ordinary Shares	7,350,350	(2)	0	D

Explanation of Responses:

1. On May 13, 2024, the Reporting Person delivered notice of conversion of an aggregate of 7,350,350 Class B ordinary shares, par value $0.0001 per share, of Catcha Investment Corp (the "Issuer") (such shares, "Catcha Class B Ordinary Shares"), into an equal number of Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Catcha Class A Ordinary Shares").

2. As described in the Issuer's registration statement on Form S-1 (File No. 333- 252389) under the heading "Description of Securities-Founder Shares", the Catcha Class B Ordinary Shares will automatically convert into Catcha Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

3. On July 8, 2024, an aggregate of 6,511,627 Catcha Class A Ordinary Shares were transferred from the Reporting Person to certain transferees, including investors and service providers.

4. On July 9, 2024 (the "Closing Date"), the Issuer completed its previously announced business combination pursuant to that certain Business Combination Agreement, dated as of August 3, 2023 (as amended, the "BCA"), by and among the Issuer, Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway ("Crown"), Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands, and CGT Merge II Limited, a Cayman Islands exempted company limited by shares. Pursuant to the BCA, on the Closing Date, each (a) issued and outstanding Catcha Class A Ordinary Share was converted into the right to receive one newly issued ordinary share, no par value, of Crown (together, the "Crown Ordinary Shares" and each individually, a "Crown Ordinary Share") and (b) issued and outstanding Catcha Class B Ordinary Share was converted into the right to receive one newly issued Crown Ordinary Share.

5. On March 7, 2024, an aggregate of 149,650 Catcha Class B Ordinary Shares were transferred from the Reporting Person to certain employees of affiliates of the Reporting Person as employee compensation.

6. The Catcha Class B Ordinary Shares beneficially owned by the Reporting Person, which were initially disclosed on Form 3 on February 12, 2021, included up to 1,031,250 shares that were subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities did not exercise in full their over-allotment option as described in the Issuer's registration statement. On February 17, 2021, the underwriters partially exercised their over-allotment option, and the Reporting Person forfeited 406,250 shares.

	/s/ Luke Elliott Manager, Catcha Holdings LLC	07/11/2024
	** Signature of Reporting Person	Date
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