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 Q3 - Quarterly Report