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Cartica Acquisition Corp(CITEU) - 2022 Q4 - Annual Report

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].