IPO and Financing - 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[24]. - An additional $15.9 million was generated from the private sale of 15.9 million warrants at $1.00 each, bringing total proceeds to $236.9 million[25][26]. - The company has approximately $261.6 million available for a business combination, including $245.9 million from its initial public offering and a conditional $30 million from a forward purchase agreement[77]. - The company has entered into a forward purchase agreement for up to 3 million shares at $10.00 per share, totaling up to $30 million, subject to approval by Cartica Management's investment committee[83]. - The proceeds from the IPO, totaling $236,900,000, were placed in a U.S.-based trust account, which may only be invested in U.S. government securities or money market funds[178]. - The company has $3,750,000 held outside the trust account and up to $100,000 from the trust account available for dissolution expenses[131]. - The per-public-share redemption amount upon dissolution is expected to be $10.30, but actual amounts may be lower due to creditor claims[132]. Business Combination Strategy - The company aims to complete its initial business combination by July 7, 2023, or during any applicable extension period, or it will terminate and distribute the trust account amounts[27]. - The focus is on identifying technology firms in India, leveraging the U.S. capital markets for growth, with a target of businesses valued at approximately $1 billion or higher[30][44]. - The company emphasizes the importance of strong leadership teams and aims to partner with firms that have a clear vision and commitment to growth[45]. - The business combination criteria include robust unit economics, strong growth trajectories, and the ability to benefit from being a public company[40][42][46]. - The company anticipates entering into a business combination where it will own or acquire 100% of the equity interests or assets of the business combination partner, but may also acquire less than 100% to meet specific objectives[58]. - The company plans to assist its business combination partner in adopting world-class ESG standards to enhance sustainability and transparency[33][38]. Due Diligence and Evaluation - The company plans to conduct a comprehensive due diligence review of potential business combination partners, including financial statement analysis and consultations with industry experts[63]. - The company will conduct extensive due diligence on prospective business combination partners, including meetings with management and financial reviews[88]. - The time and costs associated with selecting and evaluating a business combination partner are currently uncertain, and unsuccessful negotiations may lead to financial losses[89]. Risks and Challenges - The company may face risks associated with acquiring financially unstable or early-stage businesses, which could impact its performance[61][80]. - The company has not secured third-party financing for its business combination, and there is no assurance that such financing will be available[77]. - The company may lack business diversification post-initial business combination, potentially exposing it to risks from negative economic or regulatory developments[90]. - The company faces intense competition from other entities seeking similar business combination partners, which may limit acquisition opportunities[143]. - The company’s financial performance may be adversely affected by market volatility and economic disruptions, including inflation and geopolitical conflicts[161]. Shareholder Matters - Public shareholders will have the opportunity to redeem their Class A ordinary shares at an anticipated price of approximately $10.30 per share upon completion of the business combination[106]. - The company’s sponsor and directors have agreed to waive their redemption rights concerning any shares held in connection with the initial business combination[106]. - Shareholders can redeem up to 3,450,000 shares, or 15% of the shares sold in the initial public offering, without prior consent[117]. - The company intends to conduct redemptions in conjunction with a shareholder vote unless otherwise required by law or stock exchange rules[109]. - If redemptions are conducted via tender offer, the offer will remain open for at least 20 business days[116]. - Shareholders may withdraw redemption requests up to two business days prior to the scheduled vote on the business combination[122]. Company Operations and Governance - The company will not engage in operations for an indefinite period and intends to effectuate its initial business combination using proceeds from its initial public offering and private placement warrants[78]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until the earlier of December 31, 2027, or when it meets specific revenue or market value thresholds[73][76]. - The company is also a "smaller reporting company," allowing it to provide reduced disclosure obligations until it meets specific market value or revenue criteria[155]. - The company is subject to reporting obligations under the Exchange Act, including filing annual and quarterly reports with the SEC[146]. - The company has established disclosure controls and procedures to ensure timely reporting of required information under SEC rules[220]. Financial Performance - The Company incurred a net loss of approximately $268,389 from inception on February 3, 2021, through December 31, 2021, due to formation and operating costs[197]. - The Company has no long-term debt obligations or off-balance sheet arrangements as of December 31, 2021[199][208]. - The Company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[174]. - The Company has until 18 months from the IPO closing to complete a business combination, or it will cease operations and redeem public shares[190]. - The trust account funds are invested in U.S. government treasury bills with a maturity of 185 days or less, minimizing exposure to interest rate risk[214].
Cartica Acquisition p(CITE) - 2021 Q4 - Annual Report