IPO and Trust Account - 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[21]. - A total of $236.9 million was placed in the trust account, which includes $225.4 million from the IPO and $11.5 million from the private placement warrants[23]. - The initial amount deposited in the trust account was $10.30 per public share[112]. - As of December 31, 2024, the company had cash held in the trust account of $26,355,736, including $2,826,690 of interest income, intended for the completion of the Business Combination[202]. - The expected pro rata redemption price for public shares is approximately $11.72 per share as of December 31, 2024[158]. Business Combination Agreement - The company entered into a business combination agreement with Nidar, a data center provider for AI and high-performance computing in India, on June 24, 2024[37]. - The Nidar business combination agreement was amended to extend the termination date to January 7, 2026, and to ensure qualification for trading on the OTC following potential delisting from Nasdaq[37]. - The Business Combination Agreement includes a lock-up and support agreement where the sponsor agreed to vote in favor of the transaction proposals and against any alternative business combinations[41]. - At the First Effective Time, each Class A and Class B ordinary share of Cartica will convert into one Nidar Ordinary Share, resulting in the cancellation of Cartica Shares[42]. - The sponsor's Nidar Ordinary Shares will be locked up for one year post-Closing, with 75% of these shares subject to vesting conditions based on financing and price milestones[44]. - Nidar shareholders also agreed to a lock-up period of one year for their shares following the Closing, with restrictions on transferring shares[47]. - The Business Combination Agreement includes a Registration Rights Agreement for the resale of certain Nidar Ordinary Shares, with customary demand and piggyback registration rights[49]. Shareholder Actions and Redemptions - On June 30, 2023, shareholders approved an extension of the business combination deadline to April 7, 2024, with approximately $200.9 million redeemed by shareholders[30]. - Public shareholders redeemed approximately $21.87 million in shares during the second extension approval on April 3, 2024[31]. - Shareholders may redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares[112]. - The company has a restriction on redemptions, limiting public shareholders to redeem no more than 3,450,000 shares, or 15% of the shares sold in the initial public offering, without prior consent[121]. - Public shareholders are entitled to redeem their Class A ordinary shares for cash if the initial business combination is not completed by October 7, 2025[142]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net loss of $10,966,046, which includes a change in fair value of warrant liabilities of $6,417,000 and operating costs of $6,110,653, offset by interest income of $1,561,607[194]. - For the year ended December 31, 2023, the company reported a net income of $6,380,335, driven by interest income of $7,109,902 and other income of $214,220, offset by operating costs of $2,039,787[195]. - The company has until October 7, 2025, to consummate an initial business combination, with substantial doubt raised about its ability to continue as a going concern if not completed[210]. - The anticipated per-public-share redemption amount upon dissolution is $10.30, but this amount may be subject to claims from creditors, potentially reducing the actual redemption value[133]. Management and Strategy - Following a membership interest transfer on May 23, 2023, the company appointed a new board of directors and a new CEO, Suresh Guduru[24][27]. - The company has shifted to a US and global-based strategy in its search for a business combination partner[27]. - The company aims to identify technology-focused business combination partners, leveraging extensive investment opportunities in the sector[55]. - The strategy includes assisting partners in adopting ESG standards to enhance sustainability and long-term value creation[57]. - The company has identified criteria for evaluating prospective business combination partners, which will guide their decision-making process[64]. - The company aims to identify and acquire innovative technology-based business partners with a valuation of approximately $500 million or higher, focusing on sustainable growth and robust unit economics[66]. - The management team is committed to providing operational freedom to business combination partners while offering strategic and market advice post-combination[69]. - The company emphasizes the importance of partnering with visionary founders and leadership teams who have a long-term commitment and clear vision[66]. Risks and Challenges - The company recognizes the potential risks associated with partnering with financially unstable or early-stage businesses, which may impact the success of the business combination[74]. - 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[144]. - There are material risks associated with being a blank check company, including the inability to select a suitable business target or complete the initial business combination[155]. - The company may face challenges in obtaining additional financing to complete the initial business combination, which could impact its operations[156]. - Cybersecurity incidents could result in information theft, data corruption, operational disruption, and financial loss[163]. - The company has not encountered any cybersecurity incidents since its initial public offering[163]. Financing and Fees - The underwriters received a cash underwriting discount of $4,600,000 for the IPO, including $600,000 from the over-allotment option[216]. - The deferred fee to the underwriters amounts to $8,050,000, contingent upon the completion of a business combination[216]. - The Company incurred and paid $320,333 in fees for services in the year ended December 31, 2023[214]. - The Company incurred $200,000 in fees for services in the year ended December 31, 2024[214]. - The Company has a monthly payment obligation of $16,666.67 to the sponsor for services rendered[213].
Cartica Acquisition p(CITE) - 2024 Q4 - Annual Report