Cartica Acquisition Corp(CITEU)

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Cartica Acquisition Corp(CITEU) - 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 experienced a net loss of $3,902,244 for the three months ended March 31, 2024, primarily due to operating and formation costs of $2,408,551 and a change in fair value of warrant liabilities of $2,077,000 [203]. - The Company incurred $50,000 in fees for administrative support services for the three months ended March 31, 2025 [224]. - 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 Borrowings - 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]. - As of March 31, 2025, $2,029,421 was drawn and outstanding under the Second Promissory Note, with an additional $720,579 available for borrowing [207]. - 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]. - As of March 31, 2025, the Company had outstanding borrowings of $2,029,421 under the promissory note, which bears no interest and is repayable upon the consummation of a Business Combination or liquidation [230]. - The Sponsor has agreed to contribute 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 [232]. - The Company issued the Third Extension Note for up to $161,771.52, with monthly deposits of $53,923.84 into the Trust Account through July 7, 2025 [233]. 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 has until October 7, 2025, to complete a Business Combination, or it may seek to extend the Combination Period, subject to shareholder approval [220]. - The company issued the Second Extension Note to the Sponsor for a total amount of $121,329, which was used to make monthly extension payments to extend the Combination Period [195]. - The Company may lack sufficient funds to consummate the Business Combination due to the termination of the Forward Purchase Agreement with the Cartica Funds [227]. Securities and Market Activity - 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 completed the sale of 23,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $230,000,000 during its IPO [205]. - 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 Company has 27,400,000 warrants issued and outstanding, including 11,500,000 Public warrants classified as Level 1 and 15,900,000 Private Placement Warrants classified as Level 3 [239]. Regulatory and Accounting Standards - The FASB issued ASU Topic 2023-07, effective for fiscal years beginning after December 15, 2023, requiring significant segment expenses disclosures [243]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, mandates expanded disclosures of income taxes paid [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 for new or revised financial accounting standards [250]. - The Company is a smaller reporting company and is not required to provide certain market risk disclosures [251]. Investment Commitments - The Cartica Funds agreed to subscribe for up to $30 million in forward purchase shares, but the investment committee has determined not to approve the purchase [227]. - The Company has a contractual obligation to pay the Sponsor an aggregate of $930,000 over eighteen months for administrative support expenses [223].
Cartica Acquisition Corp(CITEU) - 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, including $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]. - Approximately $236.9 million was placed in the trust account from the initial public offering and private placement[158]. - 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]. Business Combination Agreements - 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 delisting from Nasdaq[37]. - The Business Combination Agreement includes a lock-up and support agreement where the sponsor agrees 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]. - Nidar shareholders have agreed to vote against any alternative transaction proposals that could interfere with the Business Combination[46]. - 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, with a redemption price of approximately $11.13 per share[31]. - Shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, including interest earned[112]. - The company will not proceed with redeeming public shares if a business combination does not close[112]. - 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]. - 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]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net loss of $10,966,046, primarily due to 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, against operating costs of $2,039,787[195]. - The company may lack sufficient funds to consummate the business combination due to the termination of the forward purchase agreement[217]. - 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]. Management and Strategy - The company has shifted to a more 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 emphasizes the importance of ESG standards to enhance sustainability and transparency for long-term value creation[57]. - The company recognizes the significant acquisition opportunities in the digital technology sector, where many firms are seeking mature capital for growth[60]. - 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]. Risks and Challenges - The company may face challenges in identifying potential targets for business combinations due to international economic and political uncertainties[160]. - 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 due to financial resource constraints[144]. - The company acknowledges potential conflicts of interest among its officers and directors in evaluating business combination opportunities[79]. - Cybersecurity incidents pose a risk to the company, as it relies on third-party technologies for its operations[163]. - There is substantial doubt about the company's ability to continue as a "going concern" if the initial business combination is not completed[156]. Operational and Financial Obligations - The company will conduct comprehensive due diligence to assess the quality and intrinsic value of potential business combination partners[77]. - The company will require public shareholders seeking redemption to submit a written request at least two business days prior to the scheduled vote[123]. - The company has a monthly payment obligation of $16,666.67 to the sponsor for services rendered[213]. - 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 underwriters amounts to $8,050,000, contingent upon the completion of a business combination[216].
Cartica Acquisition Corp(CITEU) - 2024 Q3 - Quarterly Report
2024-11-16 02:04
Business Combination - The company has until January 7, 2025, to complete a Business Combination, with the possibility of extending this period subject to shareholder approval [191]. - 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 has until January 7, 2025, to consummate a Business Combination, or it may seek to extend the Combination Period with shareholder approval [235]. - 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]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business [229]. 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]. - 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 costs of $261,062 [220]. - 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 Liquidity - 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]. - 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]. Compliance and Regulatory Issues - The company received a Nasdaq Delisting Notice due to non-compliance with the Minimum Total Holders Rule, which requires at least 400 total holders for continued listing [198]. - The company’s securities were transferred to the Nasdaq Capital Market after demonstrating compliance with listing rules [199]. - 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]. 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]. - As of September 30, 2024, the company had $1,418,500 outstanding under the Working Capital Note, which was amended to allow borrowing up to $1,750,000 [243]. - The company has drawn a total of $320,000 under the Extension Note to cover extension payments through December 7, 2024 [200]. Administrative and Operational Matters - The company incurred $150,000 and $50,000 in fees for administrative support services for the nine and three months ended September 30, 2024, respectively [239]. - The company has ceased paying certain administrative support fees to its sponsor as per the Amended Administrative Support Agreement [237]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination [218]. Internal Controls and Reporting - As of September 30, 2024, the company's disclosure controls and procedures were evaluated as effective, providing reasonable assurance for timely reporting [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]. - 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 statement comparisons with other public companies [258]. Warrant and Share Information - 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]. - 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 during its IPO [225].
Cartica Acquisition Corp(CITEU) - 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[148]. - The Business Combination Agreement was entered into on June 24, 2024, involving a merger with Nidar, which includes share conversions and the separation of units[155][156]. - The company has faced risks related to its ability to select appropriate target businesses and complete the initial business combination[145]. - The company does not expect to generate operating revenues until after the completion of its Business Combination[169]. - The company may lack sufficient funds to consummate the Business Combination due to the termination of the Forward Purchase Agreement with the Cartica Funds[188]. - The company has until January 7, 2025, to consummate a Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed by that date[183]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $3,973,890, which includes 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[170]. - For the six months ended June 30, 2024, the company had a net loss of $7,876,134, consisting of 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[172]. - The company’s net income for the six months ended June 30, 2023, was $5,085,516, driven by interest income of $5,473,593[173]. - 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[177][178]. - The company’s results of operations may be adversely affected by economic uncertainties, including inflation and geopolitical instability[174]. Trust Account and Cash Management - As of June 30, 2024, the company had cash held in the Trust Account amounting to $25,486,129, which includes $2,197,083 of interest income[179]. - The company has liquidated investments in the Trust Account and is now holding funds in an interest-bearing demand deposit account[150]. - The company plans to deposit $40,000 monthly into the Trust Account until January 7, 2025, for the benefit of Public Shares not redeemed during the extension[152]. - As of June 30, 2024, the company had cash of $19,294, which will be used for identifying and evaluating target businesses and completing a Business Combination[180]. 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 a total borrowing of $1,063,500 under its terms[151]. - The company has a Working Capital Note, which was amended to increase the principal sum to $1,750,000, with $1,313,500 drawn and outstanding as of June 30, 2024[176]. - As of June 30, 2024, the company had no outstanding borrowings under the Working Capital Loans, with up to $2,000,000 of such loans convertible into warrants at $1.00 per warrant[182]. - The company issued an Extension Note in April 2024, allowing the sponsor to loan up to $360,000, with a total of $120,000 deposited in the Trust Account for the three and six months ended June 30, 2024[181][190]. Compliance and Regulatory Matters - The company received a Nasdaq Delisting Notice on April 16, 2024, due to non-compliance with the Minimum Total Holders Rule, but was granted continued listing on the Nasdaq Capital Market on June 17, 2024[153][154]. - The company’s securities were transferred to the Nasdaq Capital Market on July 12, 2024, after demonstrating compliance with listing rules[154]. - The company is subject to new SEC rules for SPACs effective July 1, 2024, which may impact its ability to negotiate and complete the Business Combination[149]. Accounting and Reporting - The company does not believe that the adoption of recently issued accounting standards will have a material effect on its condensed financial statements[200]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[201]. - The Company has chosen not to opt out of the extended transition period for new or revised financial accounting standards, aligning its adoption with private companies[202]. - As a smaller reporting company, the Company is not required to provide detailed market risk disclosures[203]. Warrants and Underwriting - The company had 27,400,000 warrants issued and outstanding as of June 30, 2024, including 11,500,000 Public warrants classified as Level 1[195]. - 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[187].
Cartica Acquisition Corp(CITEU) - 2024 Q1 - Quarterly Report
2024-05-15 21:26
Financial Position - As of March 31, 2024, the cash held in the Trust Account was $46,889,042, including $3,480,568 of interest income[155]. - As of March 31, 2024, the company had cash of $35,147 held outside the Trust Account for operational purposes[156]. - The Company had $613,500 outstanding under the Second Promissory Note, with an additional $490,000 borrowed subsequently[167]. Operating Performance - For the three months ended March 31, 2024, the company reported a net loss of $3,902,244, primarily due to a change in fair value of warrant liabilities of $2,077,000 and operating costs of $2,408,551[148]. - The company had cash used in operating activities of $336,380 for the three months ended March 31, 2024, compared to $310,621 for the same period in 2023[153][154]. - The Company incurred expenses related to being a public company, including legal and financial reporting costs, without generating any operating revenues to date[147]. Capital Transactions - The company completed the sale of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000 during its IPO[151]. - Approximately $21.87 million was removed from the Trust Account to pay shareholders who redeemed their Class A ordinary shares[145]. - The underwriter received a cash underwriting discount of $4,600,000, including $600,000 from the full exercise of the over-allotment option[164]. - The Company entered into a forward purchase agreement for up to $30,000,000 in aggregate, but the Cartica Funds decided not to approve the purchase of any forward purchase shares[165]. - The Company issued the Extension Note for up to $360,000 to extend the termination date to January 7, 2025, with $40,000 deposited monthly into the Trust Account[168]. Compliance and Regulatory Matters - The company received a Nasdaq Delisting Notice due to non-compliance with the Minimum Total Holders Rule, with a hearing scheduled for May 23, 2024[146]. - The company has until January 7, 2025, to complete a Business Combination, or it will face mandatory liquidation[160]. Accounting and Reporting - The estimated fair value of warrant liabilities is a critical accounting estimate, reflecting management's assumptions about market participant pricing[172]. - The Company has not opted out of the extended transition period for new accounting standards, allowing it to adopt standards when private companies do[180]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[179]. - The Company does not believe that recently issued accounting standards will have a material impact on its financial statements[178]. Debt Obligations - The Second Promissory Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000 in April 2024[144][157]. - The Company incurred $320,333 in fees for administrative services for the year ended December 31, 2023, and $50,000 for the three months ended March 31, 2024[162]. - As of March 31, 2024, there were 27,400,000 warrants issued and outstanding, with 11,500,000 classified as Level 1 and 15,900,000 as Level 3 in the fair value hierarchy[174].
Cartica Acquisition Corp(CITEU) - 2023 Q4 - Annual Report
2024-03-30 01:38
IPO and Financial Proceeds - 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 a price of $10.00 per unit[15]. - A total of $236.9 million was placed in the trust account, which includes $225.4 million from the IPO proceeds and $11.5 million from the private placement warrants[17]. - The company generated gross proceeds of $15.9 million from the private sale of 15.9 million warrants to its sponsor at a price of $1.00 per warrant[16]. - The initial amount deposited in the trust account was $10.30 per public share[92]. - The company has approximately $46,305,735 available for a business combination as of December 31, 2023, providing options for liquidity events, capital for growth, or debt reduction[70]. Business Combination Plans - The company has not yet selected a business for its initial business combination but intends to focus on technology firms[13]. - The company has a 25-month Combination Period to complete its initial business combination, which may be extended under certain conditions[9]. - The company aims to identify technology-based business combination partners with a valuation of approximately $500 million or higher, focusing on firms with strong growth trajectories and robust unit economics[46]. - The company may pursue business combinations with financially unstable or early-stage companies, which presents inherent risks[59]. - The initial business combination must involve a partner with an aggregate fair market value of at least 80% of the net assets held in the trust account[57]. - The post-business combination company must own or acquire at least 50% of the outstanding voting securities of the business combination partner[58]. Management and Governance - The company appointed a new board of directors on May 23, 2023, following the transfer, with Suresh Guduru as the new Chief Executive Officer[19]. - The company ceased to pay its sponsor for the Chief Executive Officer's annual salary of $312,000 and $9,000 per month for administrative support as of May 23, 2023[20]. - The leadership team at the business combination partner is expected to maintain operational control post-combination, with the company providing strategic support[33]. - The company may engage independent firms to assess the fairness of business combinations involving affiliates of its officers and directors[62]. Regulatory and Compliance Issues - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will impact SPAC business combination transactions starting July 1, 2024[6]. - The company received a Nasdaq deficiency notice on September 25, 2023, indicating non-compliance with the Minimum Total Holders Rule, requiring a plan for compliance to be submitted by November 9, 2023[31]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[126]. - The company is subject to the rules and regulations under the Exchange Act and has no current intention of suspending its reporting obligations[129]. Shareholder Rights and Redemption - Shareholder approval is typically required if the company issues ordinary shares equal to or exceeding 20% of the number of ordinary shares then outstanding[83]. - The company may seek shareholder approval for the initial business combination based on various factors, including timing and expected costs[84]. - Public 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 from the company[102]. - Shareholders may redeem their shares for a pro rata share of the trust account upon completion of the initial business combination[92]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[93]. Financial Risks and Considerations - The company may incur costs related to identifying and evaluating business combination partners, which could reduce available funds for future combinations[60][77]. - The time and costs associated with selecting and evaluating a business combination partner are currently uncertain, potentially leading to losses if a combination is not completed[60][77]. - The company has not secured third-party financing for the business combination, and there is no assurance that such financing will be available[70]. - The company faces intense competition from other blank check companies, private equity groups, and public companies, which may limit its ability to acquire larger business combination partners due to financial resource constraints[124]. Strategic Focus and ESG Commitment - The company emphasizes the importance of adopting world-class ESG standards to enhance sustainability and transparency for its business combination partner[34]. - The company believes that the rapid evolution of technology presents significant acquisition opportunities, particularly among young, privately funded digital companies[38]. - The company has identified criteria for prospective business combination partners, including innovative technology focus and strong leadership teams committed to long-term growth[42]. - The company intends to leverage its extensive global network and investment experience to identify and support high-quality business combination opportunities[52]. - The company plans to act as a bridge between technology firms and U.S. capital markets, facilitating access to mature capital for growth[54]. Liquidation and Dissolution - The company has until April 7, 2024, to complete an initial business combination, or it will cease operations and redeem public shares[109]. - The company will liquidate and dissolve if it fails to complete a business combination by the deadline, subject to creditor claims[109]. - The sponsor and directors have waived their rights to liquidating distributions from the trust account if the business combination is not completed by the deadline[110]. - The company expects to fund dissolution costs from remaining funds outside the trust account, plus up to $100,000 from the trust account[112].
Cartica Acquisition Corp(CITEU) - 2023 Q3 - Quarterly Report
2023-11-14 22:24
IPO and Financial Position - The company completed its IPO on January 7, 2022, raising gross proceeds of $230.0 million from the sale of 23,000,000 units at $10.00 per unit[130]. - As of September 30, 2023, the company had cash and marketable securities in the Trust Account totaling $45,697,836, including $2,289,362 of interest income[149]. - The underwriters received a cash underwriting discount of $4,600,000 at the IPO, which included $600,000 from the full exercise of the over-allotment option[156]. - The deferred fee to underwriters of $8,050,000 will only be payable if the Company completes a Business Combination[156]. Income and Operating Costs - 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 costs of $261,062[140]. - For the nine months ended September 30, 2023, the company achieved a net income of $5,852,864, with interest income of $6,502,003 and operating costs of $1,411,359[142]. - The company has not generated any operating revenues to date and relies on interest income from marketable securities held in the Trust Account[139]. - The company incurred cash used in operating activities of $1,160,134 for the nine months ended September 30, 2023[147]. Business Combination and Liquidation - The company has until April 7, 2024, to complete a Business Combination, or it will face mandatory liquidation[134]. - An aggregate of 18,785,585 Class A ordinary shares were redeemed by shareholders, resulting in approximately $200.9 million being released from the Trust Account[138]. - The Cartica Funds agreed to subscribe for up to $30,000,000 in forward purchase shares, but the investment committee decided not to approve the purchase, potentially impacting the Company's ability to complete a Business Combination[157]. Borrowing and Financial Agreements - The company issued a promissory note to its Sponsor in August 2023, allowing for borrowing up to $300,000, with $100,000 outstanding as of September 30, 2023[146]. - The Company may borrow up to $300,000 under the Second Promissory Note, with $100,000 borrowed as of September 30, 2023[158]. - 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[153]. Administrative Costs - For the three months ended September 30, 2023, the Company incurred $50,000 in fees for administrative support services, a decrease from $155,000 for the same period in 2022, representing a 67.74% reduction[154]. - The Company incurred $270,333 in fees for administrative support services for the nine months ended September 30, 2023, compared to $776,500 for the same period in 2022, indicating a 65.24% decrease[154]. Company Classification and Accounting Standards - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[166]. - The Company has not opted out of the extended transition period for new accounting standards, which may complicate financial comparisons with other public companies[168]. Shareholder Agreements - The company may enter into additional non-redemption agreements with third parties, similar to those executed with existing holders for 3,850,000 Public Shares[136]. - The Company has outstanding 27,400,000 warrants as of September 30, 2023[162].
Cartica Acquisition Corp(CITEU) - 2023 Q2 - Quarterly Report
2023-08-18 00:20
Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $3,021,243, primarily from interest income of $2,914,130 on marketable securities[149]. - The company had a net income of $5,085,516 for the six months ended June 30, 2023, with interest income of $5,473,593 contributing significantly[151]. - The company incurred operating and formation costs of $655,107 for the three months ended June 30, 2023[149]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[147]. 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[156]. - As of June 30, 2023, the company had cash of $211,340 available for operational activities and identifying target businesses[157]. Business Combination and Deadlines - The company extended the deadline to complete a business combination to April 7, 2024, with shareholders redeeming 18,785,585 Class A ordinary shares for approximately $200.9 million[146]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not consummated by April 7, 2024[160]. Administrative and Operating Costs - 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[162]. - 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, reflecting a decrease of approximately 58%[162]. - 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%[162]. 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[164]. - The underwriters are entitled to a deferred fee of $8,050,000, which will be payable only if the company completes a Business Combination[164]. - The company had 27,400,000 warrants issued and outstanding as of June 30, 2023[171]. Forward Purchase Agreement - The company entered into a forward purchase agreement for up to $30,000,000 in aggregate, but the Cartica Funds will not purchase any forward purchase shares, potentially impacting the company's ability to complete the initial Business Combination[167]. Economic and Regulatory Considerations - The company may face adverse effects on its operations due to economic uncertainties, including inflation and geopolitical instability[180]. - The company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[178]. Earnings Per Share Calculation - The company applies the two-class method in calculating earnings per share, allocating net income pro rata to both redeemable and non-redeemable shares[174].
Cartica Acquisition Corp(CITEU) - 2023 Q1 - Quarterly Report
2023-05-15 21:14
Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $2,064,273, primarily from interest income of $2,559,463 on marketable securities[116]. - The company incurred operating and formation costs of $495,190 during the same period, impacting net income[116]. - The company incurred $155,000 in fees for administrative support services for the three months ended March 31, 2023[127]. - The company has not generated any operating revenues to date and does not expect to until after completing a business combination[115]. Cash and Securities - As of March 31, 2023, the company had cash and marketable securities in the Trust Account totaling $242,673,094, including $5,773,094 of interest income[121]. - As of March 31, 2023, the company had cash of $769,508 available for operational activities and identifying target businesses[122]. - The company has no outstanding borrowings under Working Capital Loans as of March 31, 2023[123]. Business Combination - The company has until July 7, 2023, to complete a business combination, with a potential extension period available[114]. - 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[114]. Shareholder Equity - As of March 31, 2023, the company had 27,400,000 warrants issued and outstanding[134]. - The company accounts for ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events[134]. - The company applies the two-class method for calculating net income per ordinary share, excluding accretion associated with redeemable shares[135]. Tax Implications - The company may be subject to a 1% U.S. federal excise tax on redemptions of common stock in connection with an initial Business Combination[147]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases, applicable from 2023 onwards[148]. - The company, incorporated as a Cayman Islands exempted company, is not expected to be subject to the excise tax for redemptions of Class A ordinary shares[149]. - The extent of the excise tax incurred will depend on various factors, including the fair market value of redeemed stock[150]. - The imposition of the excise tax could reduce cash available for redemptions or contributions to the target business in an initial Business Combination[150]. Regulatory and Reporting Status - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[138]. - The adoption of ASU 2020-06, effective after December 15, 2023, is not expected to impact the company's financial position or results[136]. IPO Details - The company completed its IPO on January 7, 2022, raising gross proceeds of $230.0 million from the sale of 23,000,000 units at $10.00 per unit[110].
Cartica Acquisition Corp(CITEU) - 2022 Q4 - Annual Report
2023-03-31 21:20
IPO and Financial Proceeds - The company completed its initial public offering on January 7, 2022, selling 23,000,000 units at a price of $10.00 per unit, generating gross proceeds of $230,000,000[13]. - A total of $236,900,000 was placed in the trust account, which includes $225,400,000 from the IPO proceeds and $11,500,000 from the private placement warrants[15]. - The company has raised an additional $15,900,000 from the private sale of 15,900,000 warrants at a price of $1.00 per warrant[14]. - The company has approximately $228.85 million available for a business combination, including $236.9 million from the initial public offering after accounting for $8.05 million in deferred underwriting commissions[59]. - The initial amount deposited in the trust account was $10.30 per public share[83]. Business Strategy and Focus - The business strategy focuses on identifying technology firms in India that can benefit from access to U.S. capital markets for growth and international expansion[12]. - The focus on Indian technology firms is driven by the extensive investment opportunities available in the region[18]. - The company aims to focus on acquiring innovative technology-based businesses with robust unit economics and healthy gross margins[29][30]. - Target business combination partners are expected to have a valuation of approximately $1 billion or higher, indicating maturity and growth potential[32]. - The company seeks partners with strong growth trajectories and visible scope for further expansion, both domestically and internationally[31]. Management and Team - The management team is led by Sanjeev Goel (CEO) and C. Brian Coad (CFO), who bring extensive experience in investment and operations[16]. - The management team will prioritize companies with committed and visionary founders and leadership teams[33]. - The company has not engaged any agents to identify potential business combination partners, relying instead on its officers and directors for this purpose[62]. - The company plans to leverage its association with Cartica Management to identify potential business combination partners in emerging markets[26]. Trust Account and Redemption - The trust account is managed by Continental, acting as trustee, ensuring the funds are available for the business combination[15]. - Shareholder approval is required if issuing ordinary shares equal to or exceeding 20% of the outstanding shares[74]. - A public shareholder can redeem up to 3,450,000 shares, or 15% of the shares sold in the initial public offering, without prior consent[93]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001[84]. - If shareholder approval is sought, 8,625,001 shares, or 37.5%, must be voted in favor for the business combination to be approved[88]. Business Combination Timeline and Conditions - The company aims to complete its initial business combination by July 7, 2023, which is 18 months from the IPO closing date[16]. - The initial business combination must involve a partner with an aggregate fair market value of at least 80% of the net assets held in the trust account[43]. - The company intends to complete its initial business combination using cash, debt, or equity securities, providing flexibility in tailoring the consideration to the business combination partner's needs[59]. - The company has until July 7, 2023, to complete an initial business combination, or it will cease operations and redeem public shares at a per-share price based on the trust account balance[100]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to any pro rata share of the trust account[98]. Risks and Challenges - The company acknowledges the risks associated with a lack of business diversification, as it may depend on the performance of a single business post-combination[69]. - The company may face challenges in retaining key personnel from the business combination partner, impacting management continuity post-transaction[71]. - 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[119]. Regulatory and Reporting Obligations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until it reaches $1.235 billion in annual gross revenue or other specified conditions[56][58]. - The company may remain an emerging growth company until December 31, 2027, or until it meets certain financial thresholds, including issuing more than $1 billion in non-convertible debt securities[58]. - The company is required to file periodic reports with the SEC, including annual and quarterly reports with audited financial statements[121]. - The company is also classified as a "smaller reporting company," which allows it to provide reduced disclosure obligations, including only two years of audited financial statements[129]. Market Potential and Growth - India's Digital Maturity Index increased from 34% in 2018 to 55% in 2020, indicating rapid digital adoption[22]. - Over 750 million internet subscribers were reported in India as of 2020, showcasing significant digital growth potential[23]. - Approximately $70 billion was invested by Venture Capital and Private Equity funds across 3,436 start-ups in India over the last five years[23]. - India's digital economy is projected to exceed $1 trillion by 2025, up from about $200 billion in 2018[23].