Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Catcha Investment Corp (Catcha) filed with the U.S. Securities
and Exchange Commission on February 23, 2024 (the Current Report) to correct a typographical error. The Current Report incorrectly stated the redemption price at which the holders of 641,303 Class A ordinary shares of Catcha
properly exercised their right to redeem their shares for cash. The correct redemption price is $11.29 per share. The Current Report is hereby amended and restated in its entirety.
Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on August 3, 2023, Catcha Investment Corp (Catcha), a Cayman Islands exempted company limited by shares,
entered into a Business Combination Agreement (as amended on October 2, 2023 and on January 31, 2024, the Business Combination Agreement) with Crown LNG Holding AS, a private limited liability company incorporated under
the laws of Norway, 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. Capitalized terms used in this Current
Report on Form 8-K but not otherwise defined herein have the meanings given them in the Business Combination Agreement.
On February 16, 2024, the parties to the Business Combination Agreement entered into that certain amendment to the Business Combination Agreement (the
Amendment) pursuant to which (i) the parties agreed to extend the date on which the Business Combination Agreement may be terminated by the parties if the conditions to the Closing (as defined in the Business Combination
Agreement) have not been satisfied or waived from February 17, 2024 to May 17, 2024 and (ii) Catcha agreed to waive its right under its amended and restated memorandum and articles of association to withdraw up to $100,000 of the
interest earned on the funds held in the trust account established in connection with Catchas initial public offering (the Trust Account) to pay dissolution expenses in the event of the liquidation of the Trust Account.
In addition, at the extraordinary general meeting of Catchas shareholders (the Extraordinary General Meeting) which is described in
more detail in Item 5.07 of this Current Report on Form 8-K, Catchas shareholders approved a proposal to amend the Investment Management Trust Agreement (the Trust Agreement), dated as
of February 11, 2021, as amended on February 14, 2023, by and between Catcha and Continental Stock Transfer & Trust Company (Continental), to extend the date on which Continental must liquidate the Trust Account
if Catcha has not completed its initial business combination, up to three times for one month each from February 17, 2024 to March 17, 2024, April 17, 2024 or May 17, 2024 (the Trust Agreement Amendment). On
February 16, 2024, Catcha and Continental entered into the Trust Agreement Amendment.
The foregoing descriptions of the Amendment and the Trust
Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the Amendment and the Trust Agreement Amendment, copies of which are attached as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 20, 2024, Catcha received a letter from the NYSE American LLC
(NYSE American or the Exchange) stating that the staff of NYSE Regulation has determined to commence proceedings to delist Catchas Class A ordinary shares pursuant to Sections 119(b) and 119(f) of the
NYSE American Company Guide because Catcha failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that Catcha specified in its registration
statement. At this time, Catchas Class A ordinary shares have not been suspended and will continue to trade.