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 $10.00 per unit[18]. - 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[19][20]. - The initial funds available for a business combination amount to approximately $261.6 million, including $245.9 million from the initial public offering and a conditional $30 million from a forward purchase agreement[66]. - The company has placed $236,900,000 of the proceeds from the IPO into a U.S.-based trust account, which may only be invested in U.S. government securities or money market funds[153]. - The company has incurred transaction costs of $13,295,086 related to the IPO, including $12,650,000 in underwriting discounts[159]. - The underwriters received a cash underwriting discount of $0.20 per unit, totaling $4,600,000, and are entitled to a deferred fee of $0.35 per unit, totaling $8,050,000[174]. 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[21]. - The focus is on identifying technology firms in India, leveraging the U.S. capital markets to support their growth and international expansion[22][24]. - The company seeks business combination partners with a valuation of $1 billion or higher, indicating a preference for mature firms with growth potential[36]. - 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[48]. - 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[49]. - The company plans to conduct a comprehensive due diligence review of potential business combination partners, including financial statement analysis and consultations with industry experts[53]. - The company has the flexibility to complete its initial business combination using cash, debt, or equity securities, tailoring the consideration to the needs of the business combination partner[66]. - The company may pursue business combinations with affiliates of its sponsor, officers, or directors, provided an independent opinion confirms the fairness of the transaction[54]. - The company anticipates an initial business combination with a partner identified through various unaffiliated sources, including investment banking firms and private equity groups[73]. - The company expects to conduct extensive due diligence on prospective business combination partners, including financial reviews and management assessments[76]. Shareholder Rights and Redemption - The company will provide public shareholders with the opportunity to redeem their Class A ordinary shares at an estimated price of approximately $10.30 per share upon completion of the initial business combination[91]. - The company will not redeem public shares if the redemption would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[92]. - Shareholder approval may be required for the initial business combination if the issuance of ordinary shares exceeds 20% of the outstanding shares[83]. - The company intends to provide public shareholders with the opportunity to redeem up to 3,450,000 shares, which represents 15% of the shares sold in the initial public offering, without prior consent[99]. - A total of 8,625,001 shares, or 37.5% of the public shares, must be voted in favor of the initial business combination for it to be approved, assuming all shares are voted[95]. - If the initial business combination is not completed by July 7, 2023, the company will redeem public shares at a price equal to the aggregate amount in the trust account, minus up to $100,000 for dissolution expenses[108]. - The company may extend the time to complete the initial business combination by up to 24 months, requiring a payment of $2,300,000 for each three-month extension[109]. - Shareholders will not be entitled to vote or redeem their shares in connection with any extension of the business combination deadline[110]. - If the company conducts redemptions under the tender offer rules, the offer will remain open for at least 20 business days[98]. - The company will not complete the initial business combination if public shareholders tender more shares than it is permitted to redeem[98]. - Shareholders can withdraw their redemption requests up to two business days prior to the scheduled vote on the business combination[104]. Risks and Challenges - The company may face risks associated with acquiring financially unstable or early-stage businesses, which could impact the success of the business combination[51]. - The company faces competition from other entities in identifying business combination partners, which may limit acquisition opportunities[124]. - The company has not verified if the sponsor has sufficient funds to meet indemnification obligations[118]. - In the event of bankruptcy, the trust account proceeds may be subject to creditor claims, potentially reducing the redemption amount below $10.30[121]. - The company may incur costs related to the identification and evaluation of business combination partners, which could reduce available funds for future transactions[77]. - The company may not have the resources to diversify operations post-business combination, potentially increasing risk associated with reliance on a single business[78]. - The company faces various risks, including the challenge of selecting a suitable business target and potential conflicts of interest among its officers and directors[138]. Management and Governance - The board of directors consists of seven members, with terms divided into three classes, each serving a three-year term[215]. - Sanjeev Goel serves as the Chief Executive Officer and has over 22 years of experience in emerging markets investment[211]. - C. Brian Coad is the Chief Operating Officer and Chief Financial Officer, with over 25 years of finance and operations experience[213]. - Keki M. Mistry has nearly 40 years of experience in banking and financial services, currently serving as Vice Chairman and CEO of HDFC Ltd.[199]. - Farida Khambata, a co-founder of Cartica Management, has extensive experience in investment operations and advisory services at the International Finance Corporation[201]. - Parul Bhandari has over 20 years of experience in technology and business development, currently serving as Director at Microsoft[204]. - Asif Ramji, the Chairman of the Board, has a background in corporate executive roles and entrepreneurship[206]. - Steven J. Quamme is a co-founder of Cartica Management and has experience in governance and relational investing[208]. - The company has established disclosure controls and procedures to ensure timely and accurate reporting as per SEC rules[190]. - There are no changes in internal control over financial reporting reported for the period[192]. Company Classification and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until specific revenue or market value thresholds are met[63][65]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements[136]. - The company is subject to reporting obligations under the Exchange Act, including filing audited financial statements[127]. - The company has not paid any cash dividends on its ordinary shares to date and does not intend to do so prior to completing its initial business combination[149]. - The company has classified its public shares as temporary equity due to redemption provisions not solely within its control[162].
Cartica Acquisition Corp(CITEU) - 2021 Q4 - Annual Report