LeddarTech Holdings Inc. 美股招股说明书（2025年5月21日版）

PRIMARY OFFERING OF10,833,333 COMMON SHARESSECONDARY OFFERING OF40,582,699 COMMON SHARES SECONDARY OFFERING OF20,000,000 COMMON SHARES OFLEDDARTECH HOLDINGS INC. This prospectus supplement updates, amends and supplements the prospectus contained in the Registration Statement onForm F-1 of LeddarTech Holdings Inc. (Registration Statement No.333-277045), as amended most recently by the post-effectiveamendment thereto effective as of February 10, 2025 (as updated, supplemented or amended from time to time, the “F-1 Prospectus”)and the prospectus contained in the Registration Statement on Form F-1 of LeddarTech Holdings Inc. (Registration Statement No.333-279803), as amended most recently by the post-effective amendment thereto effective as of February 10, 2025 (as updated, This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectuses withthe information contained in our Report of Foreign Private Issuer on Form 6-K furnished with the Securities and Exchange This prospectus supplement is not complete without, and may not be delivered or utilized except in combination with eachProspectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with therespective Prospectuses, including any amendments or supplements thereto, and if there is any inconsistency between the information Our common shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “LDTC.” On May 20, 2025, thelast reported sale price of our common shares as reported on Nasdaq was $0.51 per share. Our warrants are listed on Nasdaq under thesymbol “LDTCW.” On May 20, 2025, the last reported sale price of our warrants as reported on Nasdaq was $0.032 per warrant. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” in each Prospectus fora discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the Prospectuses or this prospectus supplement are truthful or complete. Any representation The date of this prospectus supplement is May 21, 2025. Attachments LeddarTech Holdings Inc. Report of Foreign Private Issuer on Form 6-K furnished to the Securities and ExchangeCommission on May 21, 2025. DOCUMENTS TO BE FURNISHED AS PART OF THIS FORM 6-K ExhibitNumberExhibit Description SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. LEDDARTECH HOLDINGS INC. By:/s/ David TorralboName:David TorralboTitle:Chief Legal Officer Date: May 20, 2025 LeddarTech Provides Update on Financial Situation and Announces Workforce Reduction QUEBEC CITY, Canada, May 20, 2025— LeddarTech® Holdings Inc. (“LeddarTech” or the “Company”) (Nasdaq: LDTC), an AI-powered software company recognized for its innovation in advanced driver assistance systems (ADAS) and autonomous driving(AD), today provided an update regarding its discussions with its lenders under the amended and restated financing offer dated as ofApril 5, 2023 with Fédération des caisses Desjardins du Québec (“Desjardins” and the financing offer, as amended, the “DesjardinsCredit Facility”) and the bridge financing offer dated as of August 16, 2024 with the initial bridge lenders and certain members ofmanagement and the board of directors (collectively, the “Bridge Lenders”, and the financing offer, the “Bridge Facility”). While the In an effort to preserve cash and afford the Company additional time to pursue discussions with its lenders, the Company alsoannounced a reduction of its workforce through temporary layoffs of approximately 138 individuals, in all of its locations and acrossall departments within the organization, representing approximately 95% of the Company’s total workforce. Such measure willprovide the Company with additional time to continue to actively evaluate potential alternatives relating to a restructuring of its About LeddarTech A global software company founded in 2007 and headquartered in Quebec City with additional R&D centers in Montreal and Tel Aviv,Israel, LeddarTech develops and provides comprehensive AI-based low-level sensor fusion and perception software solutions thatenable the deployment of ADAS, autonomous driving (AD) and parking applications. LeddarTech’s automotive-grade softwareapplies advanced AI and computer vision algorithms to generate accurate 3D models of the environment to achieve better decision LeddarTech is responsible for several remote-sensing innovations, with over 190patent applications (112 granted) that enhanceADAS, AD and parking capabilities. Better awareness around the vehicle is critical in making global mobility safer, more efficient,susta