Exhibit 4.5
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of July 9, 2024, by and among Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
RECITALS
WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of February 11, 2021, and filed with the United States Securities and Exchange Commission as part of a registration statement on Form S-1 on January 25, 2021 (as amended, including all Exhibits thereto, the “Existing Warrant Agreement”);
WHEREAS, the Company has issued and sold 10,000,000 redeemable warrants as part of units to public investors in a public offering (the “Public Warrants”) to purchase the Company’s Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), with each whole Public Warrant being exercisable for one Ordinary Share and with an exercise price of $11.50 per share;
WHEREAS, the Company has issued and sold 5,333,333 redeemable warrants as part of units to investors in a private placement transaction (the “Private Placement Warrants”, and, together with the Public Warrants, the “Warrants”) to purchase Ordinary Shares, with each whole Warrant being exercisable for one Ordinary Share and with an exercise price of $11.50 per share;
WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;
WHEREAS, the Company, PubCo, Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway, and CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), entered into that certain Business Combination Agreement, dated as of August 3, 2023 (as amended and/or restated from time to time, the “Business Combination Agreement”);
WHEREAS, on June ___, 2024, pursuant to the provisions of the Business Combination Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company as the surviving company in the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of PubCo, and, immediately following the Merger, each issued and outstanding Ordinary Share was automatically converted (the “Share Exchange”, and, together with the Merger, the “Transaction”) into Ordinary Shares of PubCo (the “PubCo Shares”) and the Surviving Company became a wholly owned subsidiary of PubCo;
WHEREAS, as provided in Section 4.5 of the Existing Warrant Agreement, the Warrants are no longer exercisable for Ordinary Shares but instead are exercisable (subject to the terms and conditions of the Existing Warrant Agreement, as amended hereby) for PubCo Shares;
WHEREAS, the Board of Directors of the Company has determined that the consummation of the transactions contemplated by the Business Combination Agreement constitutes a “Business Combination” (as such term is defined in the Existing Warrant Agreement);
WHEREAS, PubCo has obtained all necessary corporate approvals to enter into this Agreement and to consummate the transactions contemplated herein (including the assignment and assumption of the Existing Warrant Agreement and the related issuance of each Warrant, and exchange thereof for a warrant to subscribe for PubCo Shares on the conditions set out herein, and the exclusion of any pre-emptive rights in that respect) and by the Existing Warrant Agreement;
