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 Q2 - Quarterly Report