Filed under Rule 425
under the Securities Act of 1933,
as amended and deemed
filed under Rule 14a-12
of the Securities
Exchange Act of 1934, as amended
Filing by: Catcha
Investment Corp
Subject Company:
Crown LNG Holdings Limited
Commission File
No. 001-40061
EMAIL SUBJECT: Crown LNG to Become Publicly Traded Company on
NYSE
Dear Crown LNG Team,
We are thrilled to announce a significant milestone for Crown LNG Holdings
as we plan to become a public company in the U.S. with stock listed on NYSE. This milestone is similar to an initial public offering (IPO),
but is accomplished through a business combination with a special purpose acquisition company (SPAC), Catcha Investment Corp (NYSE American:
CHAA). We issued a news release a short while ago to officially announce our proposed combination with CHAA – please see the release
here: Link to release. Reuters also covered the news this morning – please see the story linked here: Link to story.
This transaction, once complete, will provide our team members new
opportunities for career development as we grow and require more resources to manage the business.
Because CHAA is already publicly traded, Crown LNG will become a public
company when the business combination is complete, trading on NYSE under the ticker symbol “CGBS.” We expect to complete the
transaction in the fourth quarter of 2023. We will continue to operate under the Crown LNG name and there will be no meaningful changes
to the team or how we operate day to day. It’s business as usual at Crown LNG – please continue to do the great work that
you do day in and day out.
We believe that, once complete, this event will provide significant
financial resources to help fund our accelerated growth and globally scale our business of developing and delivering tailored LNG infrastructure
suitable for year-round operations in any harsh weather location. As a public company, we believe that we will be ideally positioned to
advance our mission to secure stable energy supply to growth markets. We are excited to kick off the next chapter in our journey to continue
to expand the global market for LNG.
However, as we enter this new chapter, there are some rules we must
all follow. The U.S. Securities and Exchange Commission (SEC) has strict guidelines governing external communications. To avoid delays
or any other repercussions the SEC might impose if we do not adhere to these rules, we must avoid speaking publicly about this process
and our business metrics and financials. Accordingly, we ask that you refrain from making statements about our company or our performance
in open forums (e.g., online, to friends, on Facebook, Twitter, LinkedIn, via email, to existing or prospective customers, etc.). Please
see the attached guidelines for posting on social media about this event.
If someone asks you about the process of going public or company fundamentals,
the best response is something polite like, “We’re really proud and excited, but it’s business as usual at Crown LNG.”
If pushed further, you can say something like, “I can’t speak to that, but I would be happy to connect you with the appropriate
team members.” You can also direct them to our website which will contain the appropriate information. Should you receive any press
inquiries, please forward details of the inquiry to CrownLNG@icrinc.com who can help handle media requests appropriately during this sensitive
time. Understanding that communications are highly regulated through this process, please know that we will continue to share updates
with you as we have more to report.
Please note that as a company policy, Crown LNG team members and their
family members cannot buy CHAA stock on the public market. This ensures that no one is trading with material non-public information (MNPI),
which would have serious ramifications for you and our company. We will follow-up with a more detailed trading policy for when the transaction
closes and Crown LNG becomes a publicly traded company.
It is an exciting time for all of our employees at Crown LNG and we
want to take this moment to thank you all for your continued hard work, dedication, and commitment to our vision, mission and values.
We look forward to keeping you apprised of our progress throughout this process.
Sincerely,
Swapan Kataria, Chief Executive Officer (CEO)
Jørn Husemoen, Group Chief Financial Officer (CFO)
Gunnar Knutsen, President, Crown LNG AS
Additional Information about the Transaction
and Where to Find It.
In connection with the proposed Business
Combination, PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with
the SEC, which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to
be distributed to holders of ordinary shares of Catcha in connection with Catcha’s solicitation of proxies for the vote by Catcha’s
stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as
the prospectus relating to the offer and sale of the securities of PubCo to be issued in the Business Combination. Catcha’s stockholders
and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed
in connection with the Business Combination, as these materials will contain important information about the parties to the Business Combination
Agreement, Catcha and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus
will be mailed to Catcha’s stockholders as of a record date to be established for voting on the Business Combination and other matters
as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and
other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available,
at the SEC’s web site at www.sec.gov, or by directing a request to: Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek
Blvd, Singapore, Attention: Patrick Grove.
Participants in the Solicitation of
Proxies
Catcha and its directors and executive
officers may be deemed participants in the solicitation of proxies from Catcha’s stockholders with respect to the Business Combination.
A list of the names of those directors and executive officers and a description of their interests in Catcha is contained in the Registration
Statement on Form S-1, which was filed by Catcha with the SEC on January 25, 2021 and is available free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to Catcha Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore,
Attention: Patrick Grove. Additional information regarding the interests of such participants will be contained in the Registration Statement
when available.
The Target Companies’ directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Catcha in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
in the Business Combination will be included in the Registration Statement when available.
No Offer or Solicitation
This Current Report on Form 8-K is for
informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
Certain statements in this communication
may be considered forward-looking statements. These forward-looking statements include, without limitation, Catcha’s, Target Companies’
and PubCo’s expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination,
the satisfaction of the closing conditions to the proposed Business Combination and the timing of the completion of the Business Combination.
For example, projections of future enterprise value, revenue and other metrics are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”,
“will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”
or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements
are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied
by such forward looking statements.
These forward-looking statements are based
upon estimates and assumptions that, while considered reasonable by Catcha and its management, and PubCo and the Target Companies and
their management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the
termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any
legal proceedings that may be instituted against Catcha, the Target Companies, the combined company or others; (3) the inability to complete
the Business Combination due to the failure to obtain approval of the stockholders of Catcha or to satisfy other conditions to closing;
(4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or
regulations; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the
risk that the Business Combination disrupts current plans and operations of Catcha or the Target Companies’ as a result of the announcement
and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination;
(9) changes in applicable laws or regulations; (10) the possibility that Catcha, the Target Companies or the combined company may be adversely
affected by other economic, business, and/or competitive factors; (11) the Target Companies’ estimates of expenses and profitability
and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; and (12) other risks and
uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in Catcha’s final prospectus relating to its initial public offering dated February 11, 2021 and in subsequent filings with the
SEC, including the proxy statement relating to the Business Combination expected to be filed by Catcha.
Nothing in this communication should be
regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which
speak only as of the date hereof. None of Catcha, the Target Companies or Catcha undertakes any duty to update these forward-looking statements.
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