Cartica Acquisition p(CITE)
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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].
Cartica Acquisition p(CITE) - 2022 Q4 - Annual Report
2023-03-30 16:00
Redemption Rights and Shareholder Actions - The company has a redemption right for public shareholders upon completion of the initial business combination, allowing them to redeem all or a portion of their Class A ordinary shares [147]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 prior to or upon consummation of an initial business combination [137]. - Shareholders are restricted from redeeming more than 3,450,000 shares, or 15% of the shares sold in the initial public offering, without prior consent [153]. - The company intends to conduct redemptions in conjunction with a shareholder vote unless not required by law or stock exchange listing requirements [147]. - The tender offer will remain open for at least 20 business days, and the company cannot complete the initial business combination until the expiration of this period [152]. - The company will provide proxy materials to public shareholders if seeking shareholder approval for the initial business combination [150]. - Shareholders will not be entitled to vote or redeem shares in connection with any extension of the business combination deadline [162]. Financial Projections and Obligations - If the proceeds in the trust account fall below $10.30 per public share, the actual redemption price may be less than this amount [140]. - The per-public-share redemption amount upon dissolution is projected to be $10.30, but actual amounts may vary due to creditor claims [165]. - The company will seek to minimize creditor claims against the trust account by having business partners waive any rights to funds held in the trust account [168]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive any funds from the trust account [159]. - The company has until July 7, 2023, to complete its initial business combination, or it will cease operations and redeem public shares at a per-share price of $10.30 [161]. - If the company fails to complete the initial business combination within the prescribed time frame, it will liquidate and dissolve, subject to creditor claims [161]. Corporate Structure and Reporting - The company is classified as an "emerging growth company" and is eligible for certain reporting exemptions under the JOBS Act [176]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion [177]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the completion of its initial business combination [175]. - The company expects independent directors to take legal action against the sponsor to enforce indemnification obligations if necessary [140]. - The company will provide audited financial statements of the prospective business combination partner as part of the proxy solicitation materials [174].
Cartica Acquisition p(CITE) - 2022 Q3 - Quarterly Report
2022-11-08 16:00
IPO and Financing - The company completed its IPO on January 7, 2022, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[138]. - A private sale of 15.9 million warrants was completed simultaneously with the IPO, generating an additional $15.9 million[139]. - The underwriters received a cash underwriting discount of $4,600,000 and are entitled to a deferred fee of $8,050,000, payable only if a business combination is completed[160]. - The company entered into a forward purchase agreement with Cartica Funds for up to 3,000,000 shares at $10.00 per share, totaling up to $30,000,000[161]. Financial Performance - As of September 30, 2022, the company held marketable securities in the Trust Account amounting to $238,560,883, including $1,660,883 of interest income[152]. - For the nine months ended September 30, 2022, the company reported a net income of $9,021,357, primarily due to a change in fair value of warrant liabilities of $9,546,000[146]. - Cash used in operating activities for the nine months ended September 30, 2022, was $2,388,954, influenced by transaction costs of $378,343 and changes in operating assets and liabilities[149]. - The company incurred $776,500 in fees for administrative support services for the nine months ended September 30, 2022[158]. Business Combination and Operations - The company has until July 7, 2023, to complete a business combination, with the possibility of extending this deadline by up to 24 months[143]. - If a business combination is not completed by the deadline, the company will cease operations and redeem public shares at a price equal to the amount in the Trust Account[143]. Accounting and Financial Reporting - The company has no off-balance sheet arrangements as of September 30, 2022[156]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[167]. - The company applies the two-class method for calculating net (loss) income per ordinary share, excluding accretion associated with redeemable shares[168]. - The FASB issued ASU 2020-06, effective after December 15, 2023, which simplifies accounting for certain financial instruments and impacts diluted earnings per share calculations[169]. - Management does not anticipate that recently issued accounting standards will materially affect the condensed financial statements[171].
Cartica Acquisition p(CITE) - 2022 Q2 - Quarterly Report
2022-08-09 16:00
Financial Performance - For the six months ended June 30, 2022, the company reported a net income of $9.05 million, primarily due to a change in fair value of warrant liabilities of $10.53 million[152]. - Operating costs for the same period were $1.37 million, alongside transaction costs of $378,343[152]. - The company incurred $621,500 in fees for administrative support services during the six months ended June 30, 2022[163]. Capital Raising and Financial Position - Cartica Acquisition Corp completed its IPO on January 7, 2022, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[144]. - The company also generated an additional $15.9 million from the private sale of 15.9 million warrants at $1.00 each, totaling gross proceeds of $245.9 million[145]. - As of June 30, 2022, the company held marketable securities in the Trust Account amounting to $237.17 million, including $271,557 in interest income[156]. - As of June 30, 2022, the company had cash of $1.62 million available for operational activities and due diligence on target businesses[159]. - The company has entered into a forward purchase agreement for up to $30 million in shares to be issued in connection with its initial business combination[167]. - As of June 30, 2022, the company had 27,400,000 warrants issued and outstanding[172]. Business Combination and Liquidation - The company has until July 7, 2023, to complete a business combination, with the possibility of extending this deadline by up to 24 months[149]. - If a business combination is not completed by the deadline, the company will liquidate and redeem public shares at a price equal to the amount in the Trust Account[149]. Accounting Standards - The company applies the two-class method in calculating net income (loss) per ordinary share, excluding accretion associated with redeemable shares of Class A ordinary shares[174]. - The FASB issued ASU 2020-06, effective for fiscal years beginning after December 15, 2023, which simplifies accounting for certain financial instruments and the diluted earnings per share calculation[175]. - Management does not believe that any recently issued accounting standards would have a material effect on the condensed financial statements[176].
Cartica Acquisition p(CITE) - 2022 Q1 - Quarterly Report
2022-05-15 16:00
Financial Performance - For the three months ended March 31, 2022, the company reported a net income of $6,650,368, driven by a change in fair value of warrant liabilities of $7,867,560[134]. - Cash used in operating activities for the three months ended March 31, 2022, was $1,868,357, with net income impacted by transaction costs of $378,343[135]. - The company incurred $466,500 in fees for administrative support services for the three months ended March 31, 2022[144]. Capital Raising - Cartica Acquisition Corp completed its IPO on January 7, 2022, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[127]. - The company also raised an additional $15.9 million through the private sale of 15.9 million warrants at $1.00 each[128]. - A forward purchase agreement with Cartica Investors allows for the subscription of up to 3 million shares at $10.00 per share, totaling $30 million, to be used in the initial business combination[149]. Trust Account and Marketable Securities - As of March 31, 2022, the company held marketable securities in the Trust Account amounting to $237,027,044, including $127,044 in interest income[137]. - The company intends to use substantially all funds in the Trust Account to complete its business combination and for working capital of the target business[137]. Business Combination Timeline - The company has until July 7, 2023, to complete a business combination, with the possibility of extending this deadline by up to 24 months[132]. Financial Position and Accounting Standards - The company has no off-balance sheet arrangements or obligations as of March 31, 2022[143]. - The fair value of financial assets and liabilities is determined using a hierarchy that includes Level 1, Level 2, and Level 3 inputs[152]. - The company is currently assessing the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, on its financial position[156]. - Management does not believe that any recently issued accounting standards will have a material effect on the condensed financial statements[157]. Warrants - As of March 31, 2022, the company had 27,400,000 warrants issued and outstanding[153].
Cartica Acquisition p(CITE) - 2021 Q4 - Annual Report
2022-03-27 16:00
IPO and Financing - 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[24]. - An additional $15.9 million was generated from the private sale of 15.9 million warrants at $1.00 each, bringing total proceeds to $236.9 million[25][26]. - The company has approximately $261.6 million available for a business combination, including $245.9 million from its initial public offering and a conditional $30 million from a forward purchase agreement[77]. - The company has entered into a forward purchase agreement for up to 3 million shares at $10.00 per share, totaling up to $30 million, subject to approval by Cartica Management's investment committee[83]. - The proceeds from the IPO, totaling $236,900,000, were placed in a U.S.-based trust account, which may only be invested in U.S. government securities or money market funds[178]. - The company has $3,750,000 held outside the trust account and up to $100,000 from the trust account available for dissolution expenses[131]. - The per-public-share redemption amount upon dissolution is expected to be $10.30, but actual amounts may be lower due to creditor claims[132]. Business Combination Strategy - The company aims to complete its initial business combination by July 7, 2023, or during any applicable extension period, or it will terminate and distribute the trust account amounts[27]. - The focus is on identifying technology firms in India, leveraging the U.S. capital markets for growth, with a target of businesses valued at approximately $1 billion or higher[30][44]. - The company emphasizes the importance of strong leadership teams and aims to partner with firms that have a clear vision and commitment to growth[45]. - The business combination criteria include robust unit economics, strong growth trajectories, and the ability to benefit from being a public company[40][42][46]. - The company anticipates entering into a business combination where it will own or acquire 100% of the equity interests or assets of the business combination partner, but may also acquire less than 100% to meet specific objectives[58]. - The company plans to assist its business combination partner in adopting world-class ESG standards to enhance sustainability and transparency[33][38]. Due Diligence and Evaluation - The company plans to conduct a comprehensive due diligence review of potential business combination partners, including financial statement analysis and consultations with industry experts[63]. - The company will conduct extensive due diligence on prospective business combination partners, including meetings with management and financial reviews[88]. - The time and costs associated with selecting and evaluating a business combination partner are currently uncertain, and unsuccessful negotiations may lead to financial losses[89]. Risks and Challenges - The company may face risks associated with acquiring financially unstable or early-stage businesses, which could impact its performance[61][80]. - The company has not secured third-party financing for its business combination, and there is no assurance that such financing will be available[77]. - The company may lack business diversification post-initial business combination, potentially exposing it to risks from negative economic or regulatory developments[90]. - The company faces intense competition from other entities seeking similar business combination partners, which may limit acquisition opportunities[143]. - The company’s financial performance may be adversely affected by market volatility and economic disruptions, including inflation and geopolitical conflicts[161]. Shareholder Matters - Public shareholders will have the opportunity to redeem their Class A ordinary shares at an anticipated price of approximately $10.30 per share upon completion of the business combination[106]. - The company’s sponsor and directors have agreed to waive their redemption rights concerning any shares held in connection with the initial business combination[106]. - Shareholders can redeem up to 3,450,000 shares, or 15% of the shares sold in the initial public offering, without prior consent[117]. - The company intends to conduct redemptions in conjunction with a shareholder vote unless otherwise required by law or stock exchange rules[109]. - If redemptions are conducted via tender offer, the offer will remain open for at least 20 business days[116]. - Shareholders may withdraw redemption requests up to two business days prior to the scheduled vote on the business combination[122]. Company Operations and Governance - The company will not engage in operations for an indefinite period and intends to effectuate its initial business combination using proceeds from its initial public offering and private placement warrants[78]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until the earlier of December 31, 2027, or when it meets specific revenue or market value thresholds[73][76]. - The company is also a "smaller reporting company," allowing it to provide reduced disclosure obligations until it meets specific market value or revenue criteria[155]. - The company is subject to reporting obligations under the Exchange Act, including filing annual and quarterly reports with the SEC[146]. - The company has established disclosure controls and procedures to ensure timely reporting of required information under SEC rules[220]. Financial Performance - The Company incurred a net loss of approximately $268,389 from inception on February 3, 2021, through December 31, 2021, due to formation and operating costs[197]. - The Company has no long-term debt obligations or off-balance sheet arrangements as of December 31, 2021[199][208]. - The Company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[174]. - The Company has until 18 months from the IPO closing to complete a business combination, or it will cease operations and redeem public shares[190]. - The trust account funds are invested in U.S. government treasury bills with a maturity of 185 days or less, minimizing exposure to interest rate risk[214].