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, including $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]. - Approximately $236.9 million was placed in the trust account from the initial public offering and private placement[158]. - 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]. Business Combination Agreements - 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 delisting from Nasdaq[37]. - The Business Combination Agreement includes a lock-up and support agreement where the sponsor agrees 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]. - Nidar shareholders have agreed to vote against any alternative transaction proposals that could interfere with the Business Combination[46]. - 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, with a redemption price of approximately $11.13 per share[31]. - Shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, including interest earned[112]. - The company will not proceed with redeeming public shares if a business combination does not close[112]. - 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]. - 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]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net loss of $10,966,046, primarily due to 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, against operating costs of $2,039,787[195]. - The company may lack sufficient funds to consummate the business combination due to the termination of the forward purchase agreement[217]. - 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]. Management and Strategy - The company has shifted to a more 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 emphasizes the importance of ESG standards to enhance sustainability and transparency for long-term value creation[57]. - The company recognizes the significant acquisition opportunities in the digital technology sector, where many firms are seeking mature capital for growth[60]. - 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]. Risks and Challenges - The company may face challenges in identifying potential targets for business combinations due to international economic and political uncertainties[160]. - 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 due to financial resource constraints[144]. - The company acknowledges potential conflicts of interest among its officers and directors in evaluating business combination opportunities[79]. - Cybersecurity incidents pose a risk to the company, as it relies on third-party technologies for its operations[163]. - There is substantial doubt about the company's ability to continue as a "going concern" if the initial business combination is not completed[156]. Operational and Financial Obligations - The company will conduct comprehensive due diligence to assess the quality and intrinsic value of potential business combination partners[77]. - The company will require public shareholders seeking redemption to submit a written request at least two business days prior to the scheduled vote[123]. - The company has a monthly payment obligation of $16,666.67 to the sponsor for services rendered[213]. - 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 underwriters amounts to $8,050,000, contingent upon the completion of a business combination[216].
Cartica Acquisition Corp(CITEU) - 2024 Q4 - Annual Report