Cartica Acquisition p(CITE)

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Cartica Acquisition p(CITE) - 2025 Q1 - Quarterly Report
2025-05-15 01:48
Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $287,896, driven by a change in fair value of warrant liabilities of $548,000 and interest income of $170,992 [202]. - The company incurred operating and formation costs of $431,096 for the same period, resulting in a net income after expenses [202]. - For the three months ended March 31, 2024, the company experienced a net loss of $3,902,244, which included a change in fair value of warrant liabilities of $2,077,000 and operating costs of $2,408,551 [203]. - The Company calculates its earnings per share by allocating net income (loss) pro rata to its Class A and Class B ordinary shares [242]. Cash and Trust Account - As of March 31, 2025, the company had cash held in the Trust Account amounting to $16,086,301, including $1,863,833 of interest expense [210]. - On January 3, 2025, public shareholders redeemed 901,326 Class A ordinary shares for approximately $10.56 million, resulting in a reduction of funds in the Trust Account [194]. - The total amount deposited in the Trust Account for the year ended March 31, 2025, is $360,000, related to the Second Extension [231]. Business Combination and Extensions - The company has until October 7, 2025, to complete the Nidar Business Combination or another Business Combination, with the possibility of extending this period [190]. - The company issued the Second Extension Note for a total amount of $121,329 to extend the Combination Period through April 7, 2025 [195]. - The Company has until October 7, 2025, to complete a Business Combination, or it may seek to extend the Combination Period, subject to shareholder approval [220]. - As of April 1, 2025, the Company issued the Third Extension Note for up to $161,771.52, with monthly deposits of $53,923.84 through July 7, 2025 [217]. Loans and Financing - The total amount borrowed under various promissory notes is $2.8 million, with $2.2 million allocated for working capital and $0.6 million for extensions of the Combination Period [218]. - The Sponsor has agreed to provide a loan of $40,443 per month for the first three months of the Third Extension, totaling $121,329, which has been deposited in the Trust Account [216]. - The Company may convert up to $2 million of Working Capital Loans into warrants at a price of $1.00 per warrant [219]. Market and Trading Conditions - Following the suspension of trading on Nasdaq, the company's securities began trading on the Pink tier of the OTC marketplace, which may result in a less liquid market [198]. - The Company has a liquidity condition that raises substantial doubt about its ability to continue as a going concern for the next twelve months [222]. Underwriting and Fees - The underwriters received a cash underwriting discount of $4.6 million and a deferred fee of $8.05 million, which will only be payable if a business combination is completed [226]. Regulatory and Reporting Standards - In November 2023, the FASB issued ASU Topic 2023-07, which requires disclosures of significant segment expenses and other segment items included in the reported measure of segment profit or loss [243]. - ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, with early adoption permitted [246]. - In December 2023, the FASB issued ASU Topic 2023-09, which requires expanded disclosures of income taxes paid and incremental income tax information within the rate reconciliation [247]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [249]. - The Company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised standards at the same time as private companies [250]. - The Company is a smaller reporting company and is not required to provide certain market risk disclosures [251]. Warrants - The Company has 27,400,000 warrants issued and outstanding, including 11,500,000 Public warrants classified as Level 1 [239].
Cartica Acquisition p(CITE) - 2024 Q4 - Annual Report
2025-03-31 13:00
IPO and Trust Account - The company completed its initial public offering on January 7, 2022, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[21]. - A total of $236.9 million was placed in the trust account, which includes $225.4 million from the IPO and $11.5 million from the private placement warrants[23]. - The initial amount deposited in the trust account was $10.30 per public share[112]. - As of December 31, 2024, the company had cash held in the trust account of $26,355,736, including $2,826,690 of interest income, intended for the completion of the Business Combination[202]. - The expected pro rata redemption price for public shares is approximately $11.72 per share as of December 31, 2024[158]. Business Combination Agreement - The company entered into a business combination agreement with Nidar, a data center provider for AI and high-performance computing in India, on June 24, 2024[37]. - The Nidar business combination agreement was amended to extend the termination date to January 7, 2026, and to ensure qualification for trading on the OTC following potential delisting from Nasdaq[37]. - The Business Combination Agreement includes a lock-up and support agreement where the sponsor agreed to vote in favor of the transaction proposals and against any alternative business combinations[41]. - At the First Effective Time, each Class A and Class B ordinary share of Cartica will convert into one Nidar Ordinary Share, resulting in the cancellation of Cartica Shares[42]. - The sponsor's Nidar Ordinary Shares will be locked up for one year post-Closing, with 75% of these shares subject to vesting conditions based on financing and price milestones[44]. - Nidar shareholders also agreed to a lock-up period of one year for their shares following the Closing, with restrictions on transferring shares[47]. - The Business Combination Agreement includes a Registration Rights Agreement for the resale of certain Nidar Ordinary Shares, with customary demand and piggyback registration rights[49]. Shareholder Actions and Redemptions - On June 30, 2023, shareholders approved an extension of the business combination deadline to April 7, 2024, with approximately $200.9 million redeemed by shareholders[30]. - Public shareholders redeemed approximately $21.87 million in shares during the second extension approval on April 3, 2024[31]. - Shareholders may redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares[112]. - The company has a restriction on redemptions, limiting public shareholders to redeem no more than 3,450,000 shares, or 15% of the shares sold in the initial public offering, without prior consent[121]. - Public shareholders are entitled to redeem their Class A ordinary shares for cash if the initial business combination is not completed by October 7, 2025[142]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net loss of $10,966,046, which includes a change in fair value of warrant liabilities of $6,417,000 and operating costs of $6,110,653, offset by interest income of $1,561,607[194]. - For the year ended December 31, 2023, the company reported a net income of $6,380,335, driven by interest income of $7,109,902 and other income of $214,220, offset by operating costs of $2,039,787[195]. - The company has until October 7, 2025, to consummate an initial business combination, with substantial doubt raised about its ability to continue as a going concern if not completed[210]. - The anticipated per-public-share redemption amount upon dissolution is $10.30, but this amount may be subject to claims from creditors, potentially reducing the actual redemption value[133]. Management and Strategy - Following a membership interest transfer on May 23, 2023, the company appointed a new board of directors and a new CEO, Suresh Guduru[24][27]. - The company has shifted to a US and global-based strategy in its search for a business combination partner[27]. - The company aims to identify technology-focused business combination partners, leveraging extensive investment opportunities in the sector[55]. - The strategy includes assisting partners in adopting ESG standards to enhance sustainability and long-term value creation[57]. - The company has identified criteria for evaluating prospective business combination partners, which will guide their decision-making process[64]. - The company aims to identify and acquire innovative technology-based business partners with a valuation of approximately $500 million or higher, focusing on sustainable growth and robust unit economics[66]. - The management team is committed to providing operational freedom to business combination partners while offering strategic and market advice post-combination[69]. - The company emphasizes the importance of partnering with visionary founders and leadership teams who have a long-term commitment and clear vision[66]. Risks and Challenges - The company recognizes the potential risks associated with partnering with financially unstable or early-stage businesses, which may impact the success of the business combination[74]. - The company faces intense competition from other blank check companies and private equity groups, which may limit its ability to acquire larger business combination partners[144]. - There are material risks associated with being a blank check company, including the inability to select a suitable business target or complete the initial business combination[155]. - The company may face challenges in obtaining additional financing to complete the initial business combination, which could impact its operations[156]. - Cybersecurity incidents could result in information theft, data corruption, operational disruption, and financial loss[163]. - The company has not encountered any cybersecurity incidents since its initial public offering[163]. Financing and Fees - The underwriters received a cash underwriting discount of $4,600,000 for the IPO, including $600,000 from the over-allotment option[216]. - The deferred fee to the underwriters amounts to $8,050,000, contingent upon the completion of a business combination[216]. - The Company incurred and paid $320,333 in fees for services in the year ended December 31, 2023[214]. - The Company incurred $200,000 in fees for services in the year ended December 31, 2024[214]. - The Company has a monthly payment obligation of $16,666.67 to the sponsor for services rendered[213].
Cartica Acquisition Corp Announces Change of Date and Location of Special Meeting of Shareholders
Prnewswire· 2024-12-24 01:28
Group 1 - The extraordinary general meeting of shareholders for Cartica Acquisition Corp has been postponed to January 3, 2025, at 9:00 a.m. Eastern Time, with a new location at Morrison & Foerster LLP, New York [2] - The record date for the Special Meeting remains November 27, 2024, and shareholders can vote even if they have sold their shares after this date [1] - The deadline for redemption requests from holders of Class A ordinary shares has been extended to December 31, 2024, at 5:00 p.m. Eastern Time [3] Group 2 - The Company has filed a Proxy Statement with the SEC regarding the Special Meeting and has begun mailing it to shareholders as of the Record Date [13] - Shareholders are encouraged to read the Proxy Statement and other relevant documents for important information about the Company and the proposals [13] - Participants in the proxy solicitation include the Company, its directors, executive officers, and other management members [4]
Cartica Acquisition p(CITE) - 2024 Q3 - Quarterly Report
2024-11-16 02:04
Business Combination and Compliance - The company has until January 7, 2025, to complete a Business Combination, with the possibility of extending this period subject to shareholder approval[191] - The company received a Nasdaq Delisting Notice on April 16, 2024, due to non-compliance with the Minimum Total Holders Rule, which requires at least 400 total holders[198] - On June 24, 2024, the company entered into a Business Combination Agreement with Nidar, which includes a share split and merger transactions[201] - The company does not expect to generate operating revenues until after the completion of its Business Combination[218] - The company may lack sufficient funds to consummate the Business Combination due to the termination of the Forward Purchase Agreement with the Cartica Funds[242] Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $60,908, which includes a change in fair value of warrant liabilities of $822,000 and interest income of $332,296, offset by operating and formation costs of $1,093,388[219] - For the nine months ended September 30, 2024, the company experienced a net loss of $7,815,226, consisting of a change in fair value of warrant liabilities of $3,403,000 and operating costs of $5,676,521, with interest income of $1,264,295[221] - The company’s net income for the nine months ended September 30, 2023, was $5,852,864, driven by interest income of $6,502,003[223] - The company incurred cash used in operating activities of $1,166,160 for the nine months ended September 30, 2024, compared to $1,160,134 for the same period in 2023[227][228] Trust Account and Capital Management - As of September 30, 2024, the company had cash held in the Trust Account amounting to $25,938,425, which includes $2,529,379 of interest income[229] - The company has liquidated investments in the Trust Account, holding funds in an interest-bearing demand deposit account instead[193] - The company plans to continue depositing $40,000 monthly into the Trust Account until January 7, 2025, for the benefit of public shareholders who did not redeem their shares[195] - The company deposited a total of $240,000 in the Trust Account for the nine months ended September 30, 2024, as part of the Extension Note agreement[244] - The company has made total deposits of $120,000 in the Trust Account for the three months ended September 30, 2024, as part of the Extension Note[244] Debt and Financing - The Working Capital Note was amended multiple times in 2024, increasing the principal sum from $300,000 to $1,750,000, with total borrowings of $1,168,500 under this note[194] - The company has a Working Capital Note, which was amended to allow borrowing up to $1,750,000, with $1,418,500 drawn as of September 30, 2024[226] - The company has drawn a total of $320,000 under the Extension Note to cover extension payments through December 7, 2024[200] - The underwriter received a cash underwriting discount of $4,600,000 and a deferred fee of $8,050,000, which will only be payable if a Business Combination is completed[241] Operational Challenges and Concerns - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern for the next twelve months[235] - The company’s results of operations may be adversely affected by economic uncertainties, including inflation and geopolitical instability[224] - The company has ceased paying its CEO an annual salary of $312,000 as per the Amended Administrative Support Agreement[237] Regulatory and Reporting - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[257] - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial comparisons with other public companies[258] - As of September 30, 2024, the company's disclosure controls and procedures were evaluated as effective, providing reasonable assurance for compliance with SEC reporting requirements[262] - There were no changes in internal control over financial reporting during the fiscal quarter ended September 30, 2024, that materially affected the internal control[264] Shareholder and Share Activity - Following the redemption of shares, there were 6,999,422 Class A ordinary shares issued and outstanding[196] - As of September 30, 2024, the company had 27,400,000 warrants issued and outstanding, including 11,500,000 Public warrants classified as Level 1[250]
Cartica Acquisition p(CITE) - 2024 Q2 - Quarterly Report
2024-08-21 21:01
Business Combination and Operations - The company has until January 7, 2025, to complete a Business Combination, or it will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account [136]. - The Business Combination Agreement was entered into on June 24, 2024, involving a merger with Nidar, with specific share conversions and rights for shareholders outlined [143]. - The company is subject to new SEC rules for SPACs effective July 1, 2024, which may affect its ability to complete the Business Combination [137]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [157]. - The company may withdraw interest from the Trust Account to pay taxes, if any, and intends to use the funds for its Business Combination [164]. - The company has until January 7, 2025, to consummate a Business Combination, or it may face mandatory liquidation and subsequent dissolution [168]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $3,973,890, primarily due to a change in fair value of warrant liabilities of $2,148,000 and operating costs of $2,174,582, offset by interest income of $348,692 [157]. - For the six months ended June 30, 2024, the company had a net loss of $7,876,134, which included a change in fair value of warrant liabilities of $4,225,000 and operating costs of $4,583,133, with interest income of $931,999 [158]. - For the six months ended June 30, 2023, the company reported a net income of $5,085,516, driven by interest income of $5,473,593 and other income of $214,220 [159]. - The company incurred cash used in operating activities of $1,052,233 for the six months ended June 30, 2024, compared to $870,139 for the same period in 2023 [163]. Trust Account and Shareholder Activity - As of April 2024, approximately $21.87 million (about $11.13 per share) was removed from the Trust Account due to shareholder redemptions, leaving 6,999,422 Class A ordinary shares outstanding [140]. - Shareholders holding 1,964,993 Class A ordinary shares exercised their right to redeem shares, impacting the Trust Account significantly [140]. - As of June 30, 2024, the company had cash held in the Trust Account amounting to $25,486,129, including $2,197,083 of interest income [164]. - The company deposited a total of $120,000 in its Trust Account for the three and six months ended June 30, 2024, as part of the Extension Note agreement [175]. Working Capital and Financing - The Working Capital Note was amended multiple times in 2024, increasing the principal sum from $300,000 to $1,750,000, with a total borrowing of $1,063,500 under its terms [139]. - The company has drawn $1,313,500 under the Working Capital Note, which was amended to allow borrowing up to $1,750,000 [162]. - As of June 30, 2024, the company had outstanding borrowings under the Working Capital Note amounting to $1,313,500, an increase from $250,000 as of December 31, 2023 [174]. - The company has raised a total of $360,000 through the Extension Note to extend its termination date [175]. Nasdaq Listing and Compliance - The company received a Nasdaq Delisting Notice on April 16, 2024, due to non-compliance with the Minimum Total Holders Rule, which requires at least 400 total holders [141]. - On June 17, 2024, the company was granted continued listing on the Nasdaq Capital Market, subject to compliance with Listing Rule 5450(a)(2) [142]. Warrant Liabilities and Accounting - The company has 27,400,000 warrants issued and outstanding as of June 30, 2024, including 11,500,000 classified as Level 1 and 15,900,000 classified as Level 3 in the fair value hierarchy [179]. - The company has identified management inputs used in the calculation of warrant liabilities as critical accounting estimates [177]. - The underwriter received a cash underwriting discount of $4,600,000 and a deferred fee of $8,050,000, which will only be payable if a Business Combination is completed [172]. Administrative and Regulatory Matters - The company incurred and paid $50,000 and $100,000 in fees for administrative support services for the three and six months ended June 30, 2024, respectively [170]. - The company does not believe that the adoption of recently issued accounting standards will have a material impact on its financial statements [183]. - The Company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies [185]. - As a smaller reporting company, the Company is not required to provide certain market risk disclosures [186].
Cartica Acquisition p(CITE) - 2024 Q1 - Quarterly Report
2024-05-15 21:26
Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $3,902,244, which includes a change in fair value of warrant liabilities of $2,077,000 and operating costs of $2,408,551, offset by interest income of $583,307 [66]. - The company incurred a cash underwriting discount of $4,600,000 and a deferred fee of $8,050,000, which will be payable only upon completion of a Business Combination [72]. - The company has neither engaged in operations nor generated revenues to date, with activities focused on organizational tasks and identifying a target company for a Business Combination [357]. Cash and Liquidity - As of March 31, 2024, the company had cash of $35,147, which will be used for identifying and evaluating target businesses and performing due diligence [69]. - As of March 31, 2024, the company had cash held in the Trust Account of $46,889,042, including $3,480,568 of interest income [360]. - The company does not have sufficient liquidity to fund its working capital needs through January 7, 2025, raising substantial doubt about its ability to continue as a going concern [362]. Business Operations and Strategy - The company intends to use funds held outside the Trust Account for business due diligence and related expenses [69]. - The company completed the sale of 23,000,000 units at a price of $10.00 per unit, generating gross proceeds of $230,000,000 [359]. - The company has until January 7, 2025, to consummate a Business Combination, or it may face mandatory liquidation [362]. Debt and Financing - The company issued the Extension Note to its sponsor, agreeing to loan up to $360,000, with monthly deposits of $40,000 into the Trust Account until January 7, 2025 [65]. - The Second Promissory Note was amended to increase the principal sum from up to $300,000 to up to $1,250,000, with amounts borrowed after December 31, 2023 totaling $363,500 [356]. - Up to $2,000,000 of Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant [361]. Market and Compliance Issues - The company received a Nasdaq Delisting Notice for not regaining compliance with the Minimum Total Holders Rule, with a hearing scheduled for May 23, 2024 [343]. - The company’s financial position may be adversely affected by economic uncertainties, including inflation, interest rate increases, and geopolitical instability [358]. - Approximately $21.87 million (approximately $11.13 per share) was removed from the Trust Account due to shareholders redeeming 1,964,993 Class A ordinary shares [65]. Underwriting and Options - The underwriter was granted a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, which was fully exercised as of January 7, 2022 [363].
Cartica Acquisition p(CITE) - 2023 Q4 - Annual Report
2024-03-30 01:38
Going Concern and Financial Viability - The company has substantial doubt about its ability to continue as a "going concern" due to potential conflicts of interest and financial interests of independent directors[78]. - If the initial business combination is not completed by April 7, 2024, the company will cease operations and redeem public shares at a per-share price of $10.30, subject to creditor claims[93]. - The company may seek to extend the Combination Period, which would require public shareholder approval and could adversely affect the trust account[82]. - The company may not be able to obtain additional financing to complete its initial business combination, which could impact the number of shareholders requesting redemption[122]. - If the Charter Extension is not approved, the company will face mandatory liquidation if a business combination is not completed by April 7, 2024[185]. Regulatory and Compliance Issues - The company has received a deficiency notice from Nasdaq for failing to maintain a minimum of 400 public holders of its ordinary shares, risking delisting[107]. - The company received a notice from Nasdaq indicating non-compliance with the Minimum Total Holders Rule, requiring a plan for compliance by November 9, 2023[221]. - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will impact SPAC business combination transactions starting July 1, 2024[198]. - The 2024 SPAC Rules require additional disclosures related to SPAC business combinations, including dilution and conflicts of interest[198]. Business Combination Challenges - The company may face challenges in selecting an appropriate target business and completing the initial business combination within the prescribed timeframe[141]. - The company may face increased costs and risks in finding suitable business combination targets due to competition and regulatory reviews[108]. - The company has faced intense competition from other entities seeking business combination partners, which may limit its ability to acquire larger partners due to financial resource constraints[149]. - The initial business combination must involve a partner with a fair market value of at least 80% of the net assets held in the trust account[251]. Financial Performance and Projections - The company has not generated any revenues to date and only incurs expenses related to being a public company and due diligence activities[167]. - The aggregate market value of the outstanding Class A ordinary shares was approximately $45.1 million as of June 30, 2023[187]. - Following the extraordinary general meeting on June 30, 2023, shareholders redeemed approximately $200.9 million (about $10.70 per share) from the trust account[234]. - The company has incurred approximately $373,500 under an amended Second Promissory Note, increasing the principal sum from $300,000 to $750,000[166]. Cybersecurity Risks - Cyber incidents could lead to information theft, operational disruption, and financial loss, impacting the company's business[84]. - The company lacks sufficient resources to protect against cyber incidents, which could have material adverse consequences on its business[84]. Management and Strategy - The management team is now led by CEO Suresh Guduru and COO/CFO C. Brian Coad, following a change in board composition on May 23, 2023[218][230]. - The company has shifted its strategy to focus on technology firms for potential business combinations, aiming for partners with a valuation of $500 million or higher[238][245]. - The company aims to provide a more expeditious and cost-effective method for business combination partners to go public compared to traditional IPOs[254]. - The management team seeks to partner with committed founders and leadership teams who have a clear vision and the ability to execute their business plans[267]. Shareholder and Trust Account Information - The trust account funds may not be protected against third-party claims or bankruptcy, which could affect the amount returned to shareholders[141]. - The per-public-share redemption amount upon dissolution could be less than $10.30 due to creditor claims, despite intentions to pay that amount[95]. - The company has instructed to liquidate investments in the trust account and hold funds in an interest-bearing demand deposit account[177]. - Following the conversion of Class B ordinary shares, there are 8,964,415 Class A ordinary shares outstanding, with the sponsor holding approximately 53% of these shares[155]. Future Outlook and Opportunities - The company believes that the rapid evolution of technology presents significant acquisition opportunities in the market[264]. - The company aims to identify business combination partners that can leverage access to U.S. capital markets for growth and international expansion[233]. - The directors and officers have extensive experience in conducting due diligence and seek partners that offer a robust risk-adjusted return profile with substantial upside potential[269].
Cartica Acquisition p(CITE) - 2023 Q3 - Quarterly Report
2023-11-13 16:00
Financial Position - As of September 30, 2023, the investment in the Company's Trust Account consisted of $45,697,836 in money market funds, down from $240,107,374 in U.S. Treasury Securities as of December 31, 2022[136]. - The Company’s Trust Account had $0 in cash as of September 30, 2023, compared to $163 in cash as of December 31, 2022[136]. - As of September 30, 2023, the Company had cash and marketable securities held in the Trust Account amounting to $45,697,836, including $2,289,362 of interest income[170]. - The fair value of the Private Placement Warrants was $954,000 as of September 30, 2023, down from $1,272,000 at December 31, 2022[141]. - The fair value of Private Placement Warrants and Public Warrants as of September 30, 2023, was determined to be $0.06 and $0.05 per warrant, with aggregate values of $954,000 and $575,000, respectively[157]. Income and Expenses - For the three months ended September 30, 2023, the Company reported a net income of $767,348, driven by interest income of $1,028,410, offset by operating and formation costs of $261,062[167]. - For the nine months ended September 30, 2023, the Company achieved a net income of $5,852,864, primarily from interest income of $6,502,003 and a change in fair value of warrant liabilities of $548,000, despite operating costs of $1,411,359[185]. - The Company incurred and paid $50,000 and $270,333 in fees for administrative support services for the three and nine months ended September 30, 2023, compared to $155,000 and $776,500 for the same periods in 2022[124]. - The Company paid $601,167 to the Sponsor at the closing of the IPO, which included compensation and bonuses for executives[124]. - The Company entered into an agreement to pay its Sponsor a total of $930,000 over eighteen months, including $312,000 annual salary for the CEO and $200,000 for the COO/CFO[193]. Business Combination and Operations - The Company has until April 7, 2024, to complete a Business Combination, or it will cease operations and redeem Public Shares[150]. - The Company extended the deadline for completing a Business Combination from July 7, 2023, to April 7, 2024, with shareholders redeeming 18,785,585 Class A ordinary shares, resulting in approximately $200.9 million released from the Trust Account[152]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[153]. - The underwriters are entitled to a deferred fee of $8,050,000, which will only be payable if the company completes a Business Combination[196]. Compliance and Regulatory Issues - The company received a deficiency notice from Nasdaq for failing to maintain a minimum of 400 public holders of its ordinary shares, risking delisting[213]. - If the company does not regain compliance with Nasdaq listing rules, its securities may be quoted on an over-the-counter market, leading to reduced liquidity and analyst coverage[238]. - The company has engaged a consulting agency to assist in submitting a plan to regain compliance with Nasdaq[213]. - There is uncertainty about the applicability of the Investment Company Act to SPACs, which could force the company to liquidate if deemed an unregistered investment company[242]. Liquidation Risks - The company plans to liquidate the funds in the Trust Account to avoid being deemed an unregistered investment company, which may reduce the amount public shareholders receive upon redemption[217]. - If the company is required to liquidate, investors would not benefit from owning stock in a successor operating business, and warrants could expire worthless[242]. - The company may liquidate securities held in the Trust Account at any time, potentially reducing the amount public stockholders receive upon redemption or liquidation[243]. - Holding all funds in the Trust Account in cash items could further decrease the dollar amount received by public stockholders[244]. Capital Raising - The Company raised gross proceeds of $230.0 million from its IPO of 23,000,000 units at $10.00 per unit on January 7, 2022[147]. - Cartica Investors, LP and Cartica Investors II, LP purchased 1,980,000 units in the IPO for an aggregate amount of $19,800,000[125]. - The Company issued a promissory note to the Sponsor allowing borrowing up to $300,000, with $100,000 outstanding as of September 30, 2023[188]. - As of September 30, 2023, the company has an outstanding balance of $100,000 on the Second Promissory Note, with a total borrowing capacity of $300,000 under this note[197]. General Information - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[203]. - The SEC proposed rules on March 30, 2022, regarding disclosures in SEC filings for SPAC business combinations[241].
Cartica Acquisition p(CITE) - 2023 Q2 - Quarterly Report
2023-08-17 16:00
Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $3,021,243, driven by interest income of $2,914,130 from marketable securities [146]. - For the six months ended June 30, 2023, the company achieved a net income of $5,085,516, with interest income of $5,473,593 from marketable securities [154]. - The company incurred cash used in operating activities of $870,139 for the six months ended June 30, 2023 [156]. - The company has not generated any operating revenues to date and relies on interest income from marketable securities [152]. Cash and Securities - As of June 30, 2023, the company had cash and marketable securities in the Trust Account totaling $245,587,224, including $8,687,224 of interest income [158]. - As of June 30, 2023, the company had cash of $211,340 available for operational expenses and due diligence on target businesses [159]. IPO and Shareholder Activity - The company completed its IPO on January 7, 2022, raising gross proceeds of $230 million from the sale of 23,000,000 units at $10.00 per unit [138]. - An aggregate of 18,785,585 Class A ordinary shares were redeemed by shareholders, resulting in $200.9 million being released from the Trust Account [151]. - The company entered into Non-Redemption Agreements for 3,850,000 Public Shares, agreeing to issue 962,500 Class A ordinary shares upon closing of the initial business combination [150]. Administrative Expenses - The company entered into an agreement to pay the Sponsor a total of $930,000 over eighteen months, which includes an annual salary of $312,000 for the CEO and $200,000 for the COO and CFO [164]. - For the three months ended June 30, 2023, the company incurred $65,333 in fees for administrative support services, compared to $155,000 for the same period in 2022, representing a decrease of approximately 58% [164]. - The company incurred $220,333 in fees for administrative support services for the six months ended June 30, 2023, compared to $621,500 for the same period in 2022, indicating a decrease of approximately 65% [164]. - The company has ceased paying the Sponsor for the CEO's salary and certain administrative support costs as of May 23, 2023, under the Amended Administrative Support Agreement [164]. Underwriting and Warrants - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $4,600,000, which included $600,000 from the full exercise of the over-allotment option [166]. - The underwriters are entitled to a deferred fee of $0.35 per Unit, amounting to $8,050,000, which will be payable only if the company completes a Business Combination [166]. - The company had 27,400,000 warrants issued and outstanding as of June 30, 2023 [174]. Future Considerations - The company has until April 7, 2024, to complete a business combination, or it will face mandatory liquidation [162]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [181]. - The company’s results may be adversely affected by economic uncertainties, including inflation and geopolitical instability, which could impact its ability to complete an initial Business Combination [186]. Forward Purchase Agreement - The company entered into a forward purchase agreement for up to 3,000,000 shares at $10.00 per share, totaling up to $30,000,000, but the Cartica Funds will not purchase any shares due to a decision by their investment committee [169].
Cartica Acquisition p(CITE) - 2023 Q1 - Quarterly Report
2023-05-14 16:00
Financial Performance - The company reported a net income of $6,650,368 for the three months ended March 31, 2022, primarily due to a change in fair value of warrant liabilities of $7,867,560 [195]. - The company has not generated any operating revenues to date and relies on interest income from marketable securities held in the Trust Account [174]. - The company incurred operating costs of $965,893 and transaction costs of $378,343 during the three months ended March 31, 2022 [195]. - The company reported an accumulated deficit of $(9,306,206) as of March 31, 2023, up from $(8,811,016) at the end of the previous year [262]. Capital Structure - The company generated gross proceeds of $230 million from the sale of 23,000,000 units at $10.00 per unit during the IPO [191]. - The company completed a private sale of 15,900,000 Private Placement Warrants at a purchase price of $1.00 per warrant, generating gross proceeds of $15.9 million [171]. - The fair value of Private Placement Warrants remained unchanged at $1,272,000 as of March 31, 2023 [185]. - Class A ordinary shares subject to possible redemption totaled 23,000,000 shares with a redemption value of $10.55 as of March 31, 2023 [262]. - Warrant liabilities remained constant at $2,077,000 as of March 31, 2023 [262]. Cash and Assets - As of March 31, 2023, the company held cash and marketable securities in the Trust Account amounting to $242,673,094 [180]. - As of March 31, 2023, the company had cash of $769,508 available for operational needs [199]. - As of March 31, 2023, total assets amounted to $243,651,103, an increase from $241,533,221 as of December 31, 2022 [262]. - Cash and marketable securities held in the Trust Account were $242,673,094, compared to $240,113,631 as of December 31, 2022 [262]. Liabilities and Obligations - Current liabilities increased to $156,640 from $103,031 as of December 31, 2022 [262]. - The company may lack sufficient funds to consummate the initial Business Combination due to Cartica Management's decision not to approve the purchase of Forward Purchase Shares [177]. - The company has no off-balance sheet arrangements or liabilities as of March 31, 2023 [201]. Business Combination and Future Plans - The company has until July 7, 2023, to complete a business combination, with the possibility of extending this deadline by up to 24 months [173]. - The company has agreed to file a registration statement for Class A ordinary shares issuable upon exercise of the warrants within 20 business days after the initial Business Combination [251]. Internal Controls and Accounting - Management does not anticipate any material effects from recently issued accounting standards on the financial statements [208]. - The company has not experienced any changes in internal control over financial reporting that materially affected its operations during the fiscal quarter ended March 31, 2023 [246].