Business Combination and Compliance - The company has until January 7, 2025, to complete a Business Combination, with the possibility of extending this period subject to shareholder approval[191] - 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[198] - 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 does not expect to generate operating revenues until after the completion of its Business Combination[218] - 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] 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] - The company’s net income for the nine months ended September 30, 2023, was $5,852,864, driven by interest income of $6,502,003[223] - 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 Capital Management - 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] 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] - The company has drawn a total of $320,000 under the Extension Note to cover extension payments through December 7, 2024[200] - 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] Operational Challenges and Concerns - 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] - The company’s results of operations may be adversely affected by economic uncertainties, including inflation and geopolitical instability[224] - The company has ceased paying its CEO an annual salary of $312,000 as per the Amended Administrative Support Agreement[237] Regulatory and Reporting - 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 comparisons with other public companies[258] - As of September 30, 2024, the company's disclosure controls and procedures were evaluated as effective, providing reasonable assurance for compliance with SEC reporting requirements[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] Shareholder and Share Activity - 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]
Cartica Acquisition p(CITE) - 2024 Q3 - Quarterly Report