UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
or
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter) |
| ||
(State or other jurisdiction of | (I.R.S. Employer |
| ||
(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code) |
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
| The | ||
|
| The | ||
|
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 21, 2024, there were
CARTICA ACQUISITION CORP
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024
TABLE OF CONTENTS
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
CARTICA ACQUISITION CORP
CONDENSED BALANCE SHEETS
| June 30, 2024 |
| December 31, 2023 | |||
(Unaudited) | ||||||
Assets | ||||||
Current assets | ||||||
Cash | $ | | $ | | ||
Prepaid expenses | | | ||||
Total Current Assets |
| |
| | ||
Cash and marketable securities held in Trust Account |
| |
| | ||
Total Assets | $ | | $ | | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
|
|
| |||
Current liabilities | ||||||
Accounts payable and accrued expenses | $ | | $ | | ||
Promissory notes – related party |
| |
| | ||
Total Current Liabilities | | | ||||
Warrant liabilities | | | ||||
Total Liabilities |
| |
| | ||
| ||||||
Commitments and Contingencies (Note 6) | ||||||
Class A ordinary shares subject to possible redemption |
| |
| | ||
|
|
|
| |||
Shareholders’ Deficit |
|
|
| |||
Preference shares, $ |
|
| ||||
Class A ordinary shares, $ |
| |
| | ||
Class B ordinary shares, $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Total Shareholders’ Deficit |
| ( |
| ( | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
1
CARTICA ACQUISITION CORP
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the | For the | |||||||||||
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Operating and formation costs | $ | | $ | | $ | | $ | | ||||
Loss from operations | ( | ( | ( | ( | ||||||||
| ||||||||||||
Other income (expense): | ||||||||||||
Interest earned on cash and marketable securities held in Trust Account | | | | | ||||||||
Change in fair value of warrant liabilities | ( | | ( | | ||||||||
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs | — | | — | | ||||||||
Other income, net | ( | | ( | | ||||||||
| ||||||||||||
Net (loss) income | $ | ( | $ | | $ | ( | $ | | ||||
| ||||||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption | | | | | ||||||||
| ||||||||||||
Basic and diluted net (loss) income per share, Class A ordinary shares subject to redemption | $ | ( | $ | | $ | ( | $ | | ||||
Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption |
| |
| |
| |
| | ||||
|
|
| ||||||||||
Basic and diluted net (loss) income per share, Class A and Class B ordinary shares not subject to redemption | ( | | ( | | ||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
CARTICA ACQUISITION CORP
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED June 30, 2024
Class A | Class B | Additional | Total | ||||||||||||||||
Ordinary Shares | Ordinary Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||||
Balance — December 31, 2023 | | $ | | | $ | | $ | | $ | ( | $ | ( | |||||||
|
|
|
|
|
|
|
| ||||||||||||
Remeasurement of Class A ordinary shares to redemption amount |
| — |
| — | — |
| — |
| ( |
| — |
| ( | ||||||
|
|
|
|
|
|
| |||||||||||||
Net loss | — | — | — | — | — | ( | ( | ||||||||||||
Balance – March 31, 2024 | | $ | | | $ | | $ | | $ | ( | $ | ( | |||||||
Remeasurement of Class A ordinary shares to redemption amount | — | — | — | — | ( | — | ( | ||||||||||||
Net loss |
| — |
| — | — | — |
| — |
| ( |
| ( | |||||||
Balance – June 30, 2024 |
| | $ | | | $ | | $ | | $ | ( | $ | ( | ||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023
Class A | Class B | Additional | Total | ||||||||||||||||
Ordinary Shares | Ordinary Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||||
Balance – December 31, 2022 |
| — | $ | — | | $ | | $ | — | $ | ( | $ | ( | ||||||
|
|
|
|
|
|
|
|
|
|
| |||||||||
Remeasurement of Class A ordinary shares to redemption amount |
| — |
| — | — |
| — |
| — |
| ( |
| ( | ||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net income |
| — |
| — | — | — | — | |
| | |||||||||
Balance – March 31, 2023 | — | — | | | — | ( | ( | ||||||||||||
Conversion of Class B ordinary shares to Class A Ordinary Shares - Non- redeemable | | | ( | ( | — | — | — | ||||||||||||
Waiver of deferred underwriting fee | — | — | — | — | | — | | ||||||||||||
Capital Contribution by Sponsor for issuance of Non-Redemption agreements to Stockholders | — | — | — | — | | — | | ||||||||||||
Stockholder non-redemption agreements | — | — | — | — | ( | — | ( | ||||||||||||
Remeasurement of Class A ordinary shares to redemption amount | — | — | — | — | ( | — | ( | ||||||||||||
Net income | — | — | — | — | — | | | ||||||||||||
Balance – June 30, 2023 |
| | $ | | | $ | | $ | | $ | ( | $ | ( | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
CARTICA ACQUISITION CORP
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended | ||||||
June 30, | ||||||
| 2024 |
| 2023 | |||
Cash Flows from Operating Activities: | ||||||
Net (loss) income | $ | ( | $ | | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
| |||||
Interest earned on cash and marketable securities held in Trust Account |
| ( | ( | |||
Change in fair value of warrant liabilities | | ( | ||||
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs | — | ( | ||||
Changes in operating assets and liabilities: |
|
| ||||
Prepaid expenses |
| |
| | ||
Accounts payable and accrued expenses |
| |
| | ||
Net cash used in operating activities |
| ( |
| ( | ||
|
|
| ||||
Cash Flows from Investing Activities: |
|
| ||||
Cash deposited in the Trust Account for monthly extensions |
| ( |
| — | ||
Cash withdrawn from Trust Account in connection with redemption | | — | ||||
Net cash provided by investing activities |
| |
| — | ||
|
|
| ||||
Cash Flows from Financing Activities: |
|
| ||||
Proceeds from promissory notes – related party |
| |
| — | ||
Redemption of Class A ordinary shares subject to redemption | ( | — | ||||
Net cash used in financing activities |
| ( |
| — | ||
|
|
| ||||
Net Change in Cash |
| | ( | |||
Cash – Beginning of period |
| | | |||
Cash – End of period | $ | | $ | | ||
|
|
| ||||
Non-cash investing and financing activities: |
|
| ||||
Remeasurement of Class A ordinary shares to redemption amount | $ | | $ | | ||
Waived deferred underwriting discount | $ | — | $ | | ||
Redeemed stock payable to public stockholders | $ | — | $ | | ||
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cartica Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 3, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
On January 7, 2022, the Company closed its initial public offering (the “IPO”) and completed the sale of
Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of
Transaction costs amounted to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least
5
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
The Company will provide the holders of its issued and outstanding Class A ordinary shares sold as part of the units in its IPO (whether they are purchased in such offering or thereafter in the open market) (the “Public Shares”) (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares, upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. For the avoidance of doubt, the Public Shares exclude the Class A ordinary shares held by the Sponsor after the Conversion, as defined below. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
6
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
The Company must consummate a Business Combination initially by July 7, 2023 (which was 18 months from the closing of IPO), which was extended to April 7, 2024 and further to January 7, 2025 (or such earlier date as determined by the board) (the “Combination Period”). If the Company has not consummated a Business Combination within the Combination Period, the Company will redeem
The Sponsor and the Company’s directors and officers have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem
The Company will have until January 7, 2025 (or such earlier date as determined by the Company’s board) to complete a Business Combination. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and up to $
On May 23, 2023, the Sponsor entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the Cartica Investors, LP and Cartica Investors II, LP (together, the “Cartica Funds”) and Namaste Universe Sponsor LLC, a Delaware limited liability company (“Namaste”). Pursuant to the Purchase Agreement, Namaste acquired from the Cartica Funds, certain membership interests in the Sponsor, which combined interests entitled Namaste to receive, in the aggregate,
In connection with the Transfer, on May 23, 2023, Subramanian Ramadorai, Keki M. Mistry, Farida Khambata, Parul Bhandari, Asif Ramji and Steven J. Quamme resigned as directors of the Company’s board of directors and Steven J. Quamme resigned as interim Chief Executive Officer. Concurrently with the Transfer, holders of the Company’s Class B ordinary shares elected Suresh Guduru, Suresh Singamsetty, Kishore Kondragunta, Rana Gujral, Kyle Ingvald Parent and John F. Levy as directors of the Company’s board of directors (collectively, the “New Directors”). In addition, Kyle Ingvald Parent and Suresh Singamsetty were appointed as Class I directors with a term expiring at the Company’s first annual general meeting; John F. Levy and Kishore Kondragunta were appointed as Class II directors with a term expiring at the second annual general meeting; and Rana Gujral and Suresh Guduru were appointed as Class III directors with a term expiring at the Company’s third annual general meeting. John F. Levy, Rana Gujral and Kyle Invalid Parent have been appointed as members of the Board’s audit committee (the “Audit Committee”) and compensation, nominating and corporate governance committee, with Mr. Levy serving as the Chairman of the Audit Committee and Mr. Gujral serving as the Chairman of the compensation, nominating and corporate governance committee. The Company’s board determined that John F. Levy, Rana Gujral, Kyle Ingvald Parent and Kishore Kondragunta are each an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules.
7
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
On June 29, 2023, the Company issued an aggregate of
On June 30, 2023, the Company held an extraordinary general meeting in lieu of an annual meeting (the “First Extension Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “First Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from July 7, 2023 to April 7, 2024 (or such earlier date as determined by the Company’s board) (the “First Extension”).
In connection with the First Extension Meeting, shareholders holding
On January 5, 2024, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or the Company’s liquidation, which was reflected in the amendment to the investment management trust agreement with Continental. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.
On April 3, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Second Extension Meeting”) at which the Company’s shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “Second Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from April 7, 2024 to January 7, 2025 (the “Second Extension”). In connection with the Second Charter Amendment, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $
On April 16, 2024, the Company received a notice (the “Nasdaq Delisting Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq” or the “Exchange”) indicating that the Company did not regain compliance with the Minimum Total Holders Rule during the Extension Period, as defined below. On September 25, 2023, the Company received a written notice from the Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), the maximum amount of time for the Company to regain compliance with the Minimum Total Holders Rule is 180 days, or until March 25, 2024 (the “Extension Period”). The Company had requested a hearing before the Nasdaq Hearings Panel (the “Panel”) which stayed the suspension of trading on the Company’s securities, and the Company’s securities continued to trade on the Nasdaq Global Market while the hearing and the written decision by the Panel were in process. The Company appeared before the Panel on May 23, 2024.
8
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
On June 17, 2024, the Company received a written notice from the Panel indicating it had granted the Company’s request for continued listing on the Exchange and transfer of its securities to the Nasdaq Capital Market from the Nasdaq Global Market, subject to the obligation that, on or before June 28, 2024, the Company will demonstrate compliance with Listing Rule 5450(a)(2). On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that the Exchange approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024, the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on the Exchange.
On June 24, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Nidar Infrastructure Limited, a Cayman Islands exempted company (“Nidar”), and Yotta Data and Cloud Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Nidar (“Merger Sub”). Nidar is a data center provider for artificial intelligence and high-performance compute in India. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement, (a) Merger Sub will merge with and into Cartica (the “First Merger”), with Cartica surviving the First Merger as a direct, wholly owned subsidiary of Nidar (Cartica as the surviving entity of the First Merger, the “Surviving Entity”) and the shareholders of Cartica becoming shareholders of Nidar; and (b) Surviving Entity will merge with and into Nidar (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with Nidar (such company, as the surviving entity of the Second Merger, the “Surviving Company”) surviving the Second Merger. Concurrently with the execution and delivery of the Business Combination Agreement, (i) the Sponsor, the Company, and Nidar entered into a Lock-Up and Support Agreement (the “Sponsor Lock-Up and Support Agreement”), and (ii) Nidar, the Company, and the Nidar shareholders entered into a Lock-Up and Support Agreement (the “Nidar Shareholder Lock-Up and Support Agreement”).
The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights with respect to any Founder Shares (including any Founder Shares that were converted into Class A ordinary shares) if the Company fails to complete a Business Combination within the Combination Period. However, if any such person acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account. In the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than $
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $
9
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
Liquidity and Going Concern
As of June 30, 2024, the Company had $
In August 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $
In April 2024, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $
Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination.
The Company may need to raise further additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
The Company has until January 7, 2025, to consummate a Business Combination. If a Business Combination is not consummated by the liquidation date, there may be a mandatory liquidation and subsequent dissolution. Additionally, the Company does not have sufficient liquidity to fund the working capital needs of the Company through January 7, 2025, or through twelve months from the filing of this report. Management of the Company has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the filing of this report. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 7, 2025.
10
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on April 1, 2024 (the “2023 Annual Report”). The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.
11
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents at June 30, 2024 and December 31, 2023.
Cash and Marketable Securities Held in Trust Account
At June 30, 2024, all of the assets in the Trust Account were in the form of cash held in an interest-bearing demand deposit account and at December 31, 2023, substantially all of the assets in the Trust Account were held in a money market fund that invests in U.S. Treasury securities.
The Company classified its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.
Offering Costs associated with the IPO
The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering costs consist of underwriting fees, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and offering costs associated with the Class A ordinary shares have been charged to temporary equity at the completion of the IPO. The Company incurred offering costs amounting to $
On April 14, 2023, J.P. Morgan Securities LLC (“J.P. Morgan”), the underwriter for the IPO of the Company, terminated its association with the Company and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $
12
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were
There is currently no taxation imposed on income by the Government of the Cayman Islands or any other taxable jurisdiction. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not engaged in a U.S. trade or business at this time.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| ● | Level 1, Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. |
| ● | Level 2, Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. |
| ● | Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
13
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liabilities
The Company accounts for the
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO have been issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity have been allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of the events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.
In connection with the First Extension Meeting (see Note 1), shareholders holding
In connection with the Second Extension Meeting (see Note 1), shareholders holding
14
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
As of June 30, 2024 and December 31, 2023, the amount of Public Shares reflected on the balance sheet are reconciled in the following table:
Number of | ||||
| shares |
| $ | |
Gross proceeds | | | ||
Less: | ||||
Proceeds allocated to Public Warrants | — | ( | ||
Class A ordinary shares issuance costs | — | ( | ||
Plus: | ||||
Remeasurement of Class A ordinary shares to redemption amount | — | | ||
Class A ordinary shares subject to possible redemption as of December 31, 2022 | | | ||
Less: | ||||
Redemption of | ( | ( | ||
Plus: | ||||
Remeasurement of Class A ordinary shares to redemption amount | — | | ||
Class A ordinary shares subject to possible redemption as of December 31, 2023 | | | ||
Plus: | ||||
Remeasurement of Class A ordinary shares to redemption amount | — | | ||
Class A ordinary shares subject to possible redemption as of March 31, 2024 | | | ||
Less: | ||||
Redemption of shares | ( | ( | ||
Plus: | ||||
Remeasurement of Class A ordinary shares to redemption amount | — | | ||
Class A ordinary shares subject to possible redemption as of June 30, 2024 | | |
Net (Loss) Income per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares are excluded from the (loss) income per ordinary shares as the redemption value approximates fair value.
The Company calculates its earnings per share by allocating net (loss) income pro rata to its Class A and Class B ordinary shares and bases on any redemption and restriction features. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the (loss) income of the Company.
The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase
15
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):
Three Months Ended | Three Months Ended | |||||||||||
June 30, 2024 | June 30, 2023 | |||||||||||
|
|
|
| Class A and | ||||||||
Class A | Class A and B | Class A | Class B | |||||||||
redeemable | non-redeemable | redeemable | non-redeemable | |||||||||
Basic and diluted net (loss) income per ordinary share |
|
|
|
| ||||||||
Numerator: |
|
|
|
| ||||||||
Allocation of net (loss) income | $ | ( | $ | ( | $ | | $ | | ||||
Denominator |
|
|
|
| ||||||||
Basic and diluted weighted average ordinary shares outstanding | | | | | ||||||||
Basic and diluted net (loss) income per ordinary share | $ | ( | $ | ( | $ | | $ | | ||||
Six Months Ended | Six Months Ended | |||||||||||
June 30, 2024 | June 30, 2023 | |||||||||||
|
| Class A and | ||||||||||
Class A | Class A and B | Class A | Class B | |||||||||
| redeemable | non-redeemable |
| redeemable | non-redeemable | |||||||
Basic and diluted net (loss) income per ordinary share |
|
| ||||||||||
Numerator: |
|
| ||||||||||
Allocation of net (loss) income | $ | ( | $ | ( | $ | | $ | | ||||
Denominator |
|
|
|
| ||||||||
Basic and diluted weighted average ordinary shares outstanding | | | | | ||||||||
Basic and diluted net (loss) income per ordinary share | $ | ( | $ | ( | $ | | $ | | ||||
Recent accounting pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also simplifies the diluted earnings per share calculation in certain areas and introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Adoption of ASU 2020-06 did not have an impact on the Company’s financial position, results of operations or cash flows.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.
16
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
NOTE 3. INITIAL PUBLIC OFFERING
Public Units
Pursuant to the IPO, the Company sold
Public Warrants
Each whole warrant entitles the holder to purchase
The warrants cannot be exercised until
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless the Class A ordinary shares issuable upon exercise of the warrants have been registered under the Securities Act or a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
If the holders exercise their warrants on a cashless basis, they will pay the warrant exercise price by surrendering warrants for the number of Class A ordinary shares equal to (x) the number of Class A ordinary shares underlying the warrants multiplied by the excess of the “fair market value” (as defined in the next sentence) of the Class A ordinary shares over the exercise price of the warrants, divided by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the
17
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for Private Placement Warrants held by the Sponsor or its permitted transferees):
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
| ● | in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
The Company has agreed that as soon as practicable, but in no event later than twenty (
Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
18
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
NOTE 4. PRIVATE PLACEMENT
The Sponsor purchased
The Private Placement Warrants are non-redeemable (except as described in Note 3 under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 9, 2021, the Company issued
The Sponsor and the Company’s directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i)
On May 23, 2023, the Sponsor entered into the Purchase Agreement with the Cartica Funds and Namaste. Pursuant to the Purchase Agreement, Namaste acquired from the Cartica Funds, certain membership interests in the Sponsor, which combined interests will entitle Namaste to receive, in the aggregate,
19
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
On June 29, 2023, the Company issued an aggregate of
Promissory Notes — Related Party
On February 9, 2021, the Company issued a promissory note (the “First Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $
In August 2023, the Company issued the Working Capital Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $
In April 2024, the Company issued the Extension Note to the Company’s sponsor, pursuant to which the Sponsor agreed to loan the Company up to $
Loans – Related Party
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $
20
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
Administrative Support Agreement
On January 4, 2022, the Company entered into an agreement to pay the Sponsor $
Anchor Investors
Cartica Investors, LP and Cartica Investors II, LP, two private funds that are affiliates of Cartica Management purchased an aggregate of
Non-redemption Agreements
On June 16, 2023 and June 26, 2023, the Company entered into certain non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated institutional investors (the “Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of
The Company estimated the aggregate fair value of the
21
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to
Underwriting Agreement
The Company granted the underwriter a
The underwriter received a cash underwriting discount of $
On April 14, 2023, J.P. Morgan, the underwriter for the IPO of the Company, terminated its association with the Company and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $
Forward Purchase Agreement
The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Cartica Funds, pursuant to which the Cartica Funds agreed to subscribe for an aggregate of up to
22
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
On October 13, 2022, the Company was advised by Cartica Management that the Cartica Funds will be liquidated in the first half of 2023 (the “Liquidation”).
On March 14, 2023, the Company received a written notice from Cartica Management advising the Company that the investment committee of Cartica Management had determined that it would not approve the purchase of any Forward Purchase Shares and therefore the Cartica Funds would not purchase any of the Forward Purchase Shares in connection with the Business Combination or otherwise. On May 23, 2023, in connection with the Transfer, the Company and Cartica Funds entered into an agreement to terminate the rights and obligations of the Company and the Cartica Funds under Forward Purchase Agreement. As a result, the Company may lack sufficient funds to consummate the Business Combination.
Service Provider Agreements
The Company has entered into various arrangements with certain business advisors, consultants, and investment institutions to assist the Company with identifying potential targets in connection with the Company’s initial Business Combination, provide certain advisory services, and negotiate terms in connection with the Company’s initial Business Combination. In connection with these arrangements, the Company may be required to pay such business advisors, consultants, and investment institutions certain contingent fees related to their services to the extent that certain conditions are met. The conditions include, but are not limited to, either (i) signing of a letter of intent with a specific target, (ii) signing a business combination agreement with a specific target, and/or (iii) the successful consummation of an initial Business Combination with a specific target. The contingent fees related to the arrangements entered into as of June 30, 2024, are based on either (i) a percentage of total consideration paid or, (ii) a fixed fee; in either case not to exceed an aggregate amount of $
On June 13, 2023, the Company and the Sponsor entered into an agreement with a service provider whereby upon approval of the First Extension, which occurred on June 30, 2023, $
On January 12, 2024, July 22, 2024 and July 30, 2024, the Company engaged a consortium of financial advisors in connection with the Business Combination Agreement as disclosed in Note 1 to act as placement agents for the Company in connection with the proposed offer and private placement of equity or equity-linked securities. In compensation for the services the Company shall pay financial advisors a transaction fee delineated in following tranches:
For the period ended June 30, 2024, the Company did not record any advisory fee for the placement agents.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares—The Company is authorized to issue
23
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
Class A Ordinary Shares— The Company is authorized to issue
Class B Ordinary Shares—The Company is authorized to issue
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s Business Combination.
The remaining Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a
NOTE 8. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
| June 30, |
| December 31, | ||||
Description | Level | 2024 |
| 2023 | ||||
Liabilities: |
|
|
| |||||
Warrant liabilities – Public Warrants |
| 1 | $ | |
| $ | | |
Warrant liabilities – Private Placement Warrants | 3 | $ | | $ | | |||
24
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
Cash and Marketable Securities Held in Trust Account
As of December 31, 2023, the investment in the Company’s Trust Account consisted of $
| Carrying |
| Gross |
| Gross |
| ||||||
Value/Amortized | Unrealized | Unrealized | ||||||||||
As of December 31, 2023 |
| Cost |
| Gains |
| Losses | Fair Value | |||||
Marketable securities held in Trust Account |
| $ | | $ | — |
| $ | — | $ | | ||
Warrant Liabilities
The Public Warrants and the Private Placement Warrants have been accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.
The Company used both the Black-Scholes Merton formula and a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants at Initial Measurement. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of
As of June 30, 2024, the value of Public Warrants is based on observable trading prices.
As of December 31, 2023, in order to value the Private Placement Warrants, the Company compared the expected fair value of the Public Warrants using a Monte Carlo simulation model to the trading value of the Public Warrants to calculate an estimate of the probability of a successful Business Combination. The inputs used in the Monte Carlo analysis included expected market volatility, expected risk-free interest rate and expected life of the Public Warrants. The Company estimated the selected market volatility following a successful Business Combination by considering the five‐year historical volatility of the NASDAQ 100 Tech Sector index. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Public Warrants following a successful Business Combination. The Company used the contractual five-year life as the expected life of the Public Warrants. The Company compared the estimated fair value of the Public Warrants following a successful Business Combination to the current trading price of the Public Warrants to calculate an estimate of the probability of a successful Business Combination. The Company then applied a Black-Scholes formula and the calculated probability of a successful Business Combination to estimate the fair value of the Private Warrants. The inputs into the Black Scholes model for the Private Warrants at initial measurement were the same as those used in the Public Warrant analysis.
25
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
As of June 30, 2024, in order to value the Private Placement Warrants, the Company compared the expected fair value of the Public Warrants using a Monte Carlo simulation model to the trading value of the Public Warrants to calculate an implied volatility and probability of successful Business Combination. The inputs used in the Monte Carlo analysis included implied volatility, expected risk-free interest rate and expected life of the Public Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Public Warrants following a successful Business Combination. The Company used the contractual five-year life as the expected life of the Public Warrants. The Company then applied a Black-Scholes formula to estimate the fair value of the Private Warrants. The inputs into the Black Scholes model for the Private Warrants at initial measurement were the same as those used in the Public Warrant analysis.
The key inputs into the Monte Carlo simulation model and Black-Scholes Merton formula for the Private Placement Warrants were as follows at initial measurement:
| January 7, |
| ||
Input | 2022 | |||
Risk-free interest rate |
| | % | |
Expected term (years) |
| | ||
Expected volatility |
| | % | |
Exercise price | $ | | ||
Stock price of Class A ordinary share | $ | | ||
The key inputs into the Black-Scholes Merton formula for the Private Placement Warrants were as follows at June 30, 2024 and December 31, 2023:
| June 30, |
| December 31, |
| |||
Input | 2024 | 2023 | |||||
Risk-free interest rate |
| | % | | % | ||
Expected term (years) |
| | | ||||
Expected volatility |
| | % | | % | ||
Exercise price | $ | | $ | | |||
Stock price of Class A ordinary share | $ | | $ | | |||
26
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
| Private | ||
Placement | |||
Warrants | |||
Fair value at December 31, 2023 | $ | | |
Change in fair value | | ||
Fair value at March 31, 2024 | | ||
Change in fair value | | ||
Fair value at June 30, 2024 | $ | | |
| Private | ||
Placement | |||
Warrants | |||
Fair value at December 31, 2022 | $ | | |
Change in fair value | |||
Fair value at March 31, 2023 | | ||
Change in fair value | ( | ||
Fair value at June 30, 2023 | $ | | |
As of January 7, 2022, Initial Measurement, the fair value of the Private Placement Warrants and Public Warrants was determined to be $
Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. Following the detachment of the warrants from Units on February 25, 2022, the Public Warrants were transferred from Level 3 to Level 1.
As of December 31, 2023, the fair value of the Private Placement Warrants and Public Warrants was determined to be $
As of June 30, 2024, the fair value of the Private Placement Warrants and Public Warrants was determined to be $
27
CARTICA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
(Unaudited)
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occur after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that the Exchange approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024, the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on the Exchange.
Subsequent to June 30, 2024, the company has drawn additional $
On July 22, 2024, and July 30, 2024, the Company signed amendments to the engagement letters with
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report to “Cartica,” “we,” “us” or the “Company” refer to Cartica Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Cartica Acquisition Partners, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain capitalized terms used but not defined in the below discussion and elsewhere in this report have the meanings ascribed to them in the footnotes to the accompanying financial statements included as part of this report.
Cautionary Note Regarding Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. Forward-looking statements in this report may include, for example, statements about:
| ● | our ability to select an appropriate target business or businesses; |
| ● | our ability to complete our initial business combination, including the Business Combination and other transactions contemplated by the Business Combination Agreement (as defined below); |
| ● | our expectations around the performance of the prospective target business or businesses, including Nidar (as defined below); |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
| ● | our potential ability to obtain additional financing to complete our initial business combination; |
| ● | our pool of prospective target businesses; |
| ● | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
| ● | our public securities’ liquidity and trading; |
| ● | the Trust Account not being subject to claims of third parties; or |
| ● | our financial performance following our initial public offering. |
A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC as well as the Risk Factors section of the proxy statement/ prospectus included in the registration statement for the proposed Business Combination when it becomes available. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We were incorporated in the Cayman Islands on February 3, 2021. We were formed for the purpose of effecting a Business Combination with one or more businesses.
29
We have until January 7, 2025 (or such earlier date as determined by the board of directors) to complete a Business Combination (see April 2024 update below for the Second Charter Amendment). If we have not completed a Business Combination within such period of time, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the period of time provided in our amended and restated memorandum and articles of association.
On January 24, 2024, the SEC adopted new rules and regulations for special-purpose acquisition companies (“SPACs”), which became effective on July 1, 2024 (the “2024 SPAC Rules”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.
Recent Developments
On January 5, 2024, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.
On February 16, 2024, the Working Capital Note was amended to increase the principal sum from up to $300,000 to up to $750,000. In April 2024, the Second Promissory Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000. The Working Capital Note, as amended, bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of our initial Business Combination and (b) the date of the Company’s liquidation. In 2024 the Company borrowed an aggregate of $1,063,500 under the terms of the Working Capital Note.
On April 3, 2024, we held the Second Extension Meeting at which our shareholders approved the Second Charter Amendment for the Second Extension. In connection with the Second Charter Amendment we issued the Extension Note to our sponsor, pursuant to which our sponsor agreed to loan us up to $360,000 in connection with the extension of our termination date from April 7, 2024 to January 7, 2025. We first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved at the Second Extension Meeting. In connection with the extension, shareholders holding 1,964,993 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account. As a result, approximately $21.87 million (approximately $11.13 per share) was removed from the Trust Account to pay such holders. Immediately following the redemptions, there were 6,999,422 Class A ordinary shares issued and outstanding.
30
On April 16, 2024, we received the Nasdaq Delisting Notice from the Nasdaq indicating that we did not regain compliance with the Minimum Total Holders Rule during the Extension Period, as defined below. On September 25, 2023, we received a written notice from the Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), the maximum amount of time for the Company to regain compliance with the Minimum Total Holders Rule is 180 days, or until March 25, 2024 (the “Extension Period”). We had requested a hearing before the Panel which stayed the suspension of trading on our securities, and our securities continued to trade on the Nasdaq Global Market while the hearing and the written decision by the Panel were in process. We appeared before the Panel on May 23, 2024.
On June 17, 2024, we received a written notice from the Panel indicating it had granted our request for continued listing on the Exchange and transfer of its securities to the Nasdaq Capital Market from the Nasdaq Global Market, subject to the obligation that, on or before June 28, 2024, the Company will demonstrate compliance with Listing Rule 5450(a)(2). On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that the Exchange approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024 the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on the Exchange.
Business Combination Agreement
On June 24, 2024, we entered into the Business Combination Agreement by and among Cartica, Nidar, and the Merger Sub.
Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”):
(i) | on the date of the closing of the Business Combination (the “Closing Date”) and immediately prior to the First Effective Time (as defined below), Nidar will effect a share split of each ordinary share of Nidar (each such ordinary share, a “Nidar Ordinary Share”), into such number of Nidar Ordinary Shares, calculated in accordance with the Business Combination Agreement, such that each Nidar Ordinary Share will have, after giving effect to such share split, a value equal to the per share amount payable in respect of each Class A ordinary share of Cartica held by shareholders of Cartica who have validly exercised their redemption right in connection with the extraordinary general meeting of Cartica’s shareholders to approve the Mergers (as defined below) and the related transactions (the “Extraordinary General Meeting”); |
(ii) | at the closing of the Business Combination (the “Closing”), upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Companies Act (as amended) of the Cayman Islands (the “Cayman Companies Law”), Merger Sub will merge with and into Cartica (such merger, the “First Merger”), with Cartica surviving the First Merger as a direct, wholly owned subsidiary of Nidar (Cartica as the surviving entity of the First Merger, the “Surviving Entity”) and the shareholders of Cartica becoming shareholders of Nidar; |
(iii) | immediately following the consummation of the First Merger and as part of the same overall transaction, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Cayman Companies Law, the Surviving Entity will merge with and into Nidar (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with Nidar (such company, as the surviving entity of the Second Merger, the “Surviving Company”) surviving the Second Merger; and |
(iv) | immediately prior to the effective time of the First Merger (the “First Effective Time”), the Class A ordinary shares of Cartica and the Warrants, comprising each issued and outstanding Units sold in Cartica’s IPO, each consisting of one (1) Class A ordinary share and one-half (1/2) of one (1) Warrant, will be, to the extent not previously separated, automatically separated (the “Unit Separation”) in accordance with the terms of the Units of Cartica, and the holder thereof will thereafter hold one (1) Class A ordinary share of Cartica and one-half (1/2) of one (1) Warrant; provided, that no fractional Warrants will be issued in connection with the Unit Separation such that if a holder of such Units would be entitled to receive a fractional Warrant upon the Unit Separation, the number of Warrants to be issued to such holder upon the Unit Separation will be rounded down to the nearest whole number of the Warrants; |
31
(v) | at the First Effective Time, each Class A ordinary share and Class B ordinary share of Cartica, (together with the Class A ordinary share, the “Cartica Shares”) that is issued and outstanding as of immediately prior to the First Effective Time will automatically be converted into the right to receive one (1) Nidar Ordinary Share (the “Merger Consideration”) and, after giving effect to such automatic conversion, at the First Effective Time and as a result of the First Merger, each Cartica Share will no longer be outstanding and will automatically be cancelled by virtue of the First Merger; |
(vi) | at the First Effective Time, each Warrant and each Private Placement Warrants of Cartica (together with the Warrants, the “Cartica Warrants”) will be converted into the right to receive a corresponding warrant to purchase Nidar Ordinary Shares (the “Nidar Warrants”); |
(vii) | at the First Effective Time, each Class A ordinary share of Cartica that is held by shareholders of Cartica who have validly exercised their redemption right in connection with the Extraordinary General Meeting, issued and outstanding as of immediately prior to the First Effective Time will automatically be cancelled and will thereafter represent only the right of the holder thereof to be paid a pro rata share of the aggregate amount payable with respect to all Cartica redemptions related to the Extraordinary General Meeting; and |
(viii) | at the First Effective Time, each Cartica Share issued and outstanding as of immediately prior to the First Effective Time held by shareholders of Cartica who have validly exercised their right to dissent to the First Merger (the “Dissenting Shares”) will be automatically cancelled and will thereafter represent only the right of the holder thereof to be paid the fair value of such Dissenting Shares and such other rights as are granted by the Cayman Companies Law. |
Termination
The Business Combination Agreement may be terminated at any time prior to the Closing: (i) by mutual written consent of Cartica and Nidar; (ii) by either Cartica or Nidar, if there is in effect any law or an order or decree issued by a governmental entity, in any case having the effect of permanently restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Mergers; (iii) by either Cartica or Nidar, if the Second Merger has not been consummated prior to July 7, 2025; (iv) by either Cartica or Nidar, if certain approvals of Cartica’s shareholders, to the extent required under the Business Combination Agreement, are not obtained as set forth therein; (v) by Cartica, if Nidar has breached any of its covenants or representations and warranties in any material respect and has not cured such breach within the time periods provided for in the Business Combination Agreement; (vi) by Cartica, if there has been a material adverse effect that is continuing and has not been cured within the time periods provided for in the Business Combination Agreement; (vii) by Cartica, if any Nidar shareholder revokes, or seeks to revoke, the unanimous written consent by all Nidar shareholders approving the Company Transaction Proposals (as defined in the Business Combination Agreement); (viii) by Nidar, if Cartica has breached any of its covenants or representations and warranties in any material respect and has not cured such breach within the time periods provided for in the Business Combination Agreement; or (ix) by Nidar, if there has been a SPAC Impairment Effect (as defined in the Business Combination Agreement) that is continuing and has not been cured within the time periods provided for in the Business Combination Agreement.
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the text of Business Combination Agreement, a copy of which is attached as Exhibit 2.1 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.
32
Sponsor Lock-Up and Support Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, Cartica and Nidar entered into the Sponsor Lock-Up and Support Agreement, pursuant to which the Sponsor agreed to, among other things, (i) attend any Cartica shareholder meeting to establish a quorum for the purpose of approving the Cartica transaction proposals; (ii) vote its Cartica Shares in favor of the Cartica transaction proposals, including the approval of the Business Combination Agreement and the transactions contemplated thereby; and (iii) vote all Cartica Shares against (A) other than in connection with the Transactions (as defined in the Business Combination Agreement), any business combination agreement, merger agreement or merger (other than the Business Combination Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Cartica or any public offering of any shares of Cartica or, in case of a public offering only, a newly-formed holding company of Cartica, (B) any SPAC Alternative Transaction Proposal (as defined in the Business Combination Agreement), and (C) any amendment of the organizational documents of Cartica or other proposal or transaction involving Cartica, which, in each of cases (A) and (C) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Cartica of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Agreement (as defined in the Business Combination Agreement), the Mergers or any other Transaction or change in any manner the voting rights of any class of Cartica’s share capital.
Pursuant to the Sponsor Lock-Up and Support Agreement, the Sponsor also agreed (i) not to transfer any Nidar Ordinary Shares issued to the Sponsor as Merger Consideration (such Nidar Ordinary Shares, the “Sponsor Locked-Up Shares”) for a period of one (1) year from and after the Closing Date, subject to the exceptions set forth in the Sponsor Lock-Up and Support Agreement, and (ii) that, after the Closing, seventy-five percent (75%) of the Sponsor Locked-Up Shares shall become unvested and subject to forfeiture, only to be vested again if certain Nidar financing and price milestones described more fully in the Sponsor Lock-Up and Support Agreement are achieved, subject to the terms and conditions contemplated by the Sponsor Lock-Up and Support Agreement.
The foregoing description of the Sponsor Lock-Up and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Sponsor Lock-Up and Support Agreement, a copy of which is attached as Exhibit 10.1 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.
Nidar Shareholder Lock-Up and Support Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, Nidar, Cartica and the Nidar shareholders entered into the Nidar Shareholder Lock-Up and Support Agreement, pursuant to which the Nidar shareholders agreed to, among other things, (i) attend any Nidar shareholder meeting to establish a quorum; and (ii) vote Pre-Split Shares (as defined in the Business Combination Agreement) held or acquired by such Nidar shareholder against (A) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Business Combination Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Nidar or any public offering of any equity securities of Nidar, any of its material subsidiaries, or, in case of a public offering only, a newly-formed holding company of Nidar or such material subsidiaries, (B) any Alternative Transaction Proposal, (C) any amendment of the organizational documents of Nidar or other proposal or transaction involving Nidar or any of its subsidiaries and (D) any proposal or effort to revoke (in whole or in part) any approval set forth in the written resolution pursuant to which the Nidar shareholders, among other things, approved the Business Combination, which, in each of cases (A) and (C) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Nidar of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Agreement, the Mergers or any other Transaction or change in any manner the voting rights of any class of Nidar’s share capital. In addition, subject to the terms and conditions contemplated by the Nidar Shareholder Lock-Up and Support Agreement, the Nidar shareholders also agreed to not revoke (in whole or in part), or seek to revoke (in whole or in part), the written resolution pursuant to which the Nidar shareholders, among other things, approved the Business Combination without the prior written consent of Cartica. The approvals, agreements and consents described above are subject to certain additional conditions.
Pursuant to the Nidar Shareholder Lock-Up and Support Agreement, each Nidar shareholder also agreed not to transfer any Nidar Ordinary Shares held by such Nidar shareholder immediately after the Closing, for a period of one (1) year from and after the Closing Date, subject to the exceptions set forth in the Nidar Shareholder Lock-Up and Support Agreement.
33
The foregoing description of the Nidar Shareholder Lock-Up and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Nidar Shareholder Lock-Up and Support Agreement, a copy of which is attached as Exhibit 10.2 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.
Registration Rights Agreement
The Business Combination Agreement contemplates that, at the Closing, the Surviving Company, the Sponsor, certain other shareholders of Cartica and a shareholder of Nidar will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Nidar will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Nidar Ordinary Shares (including Nidar Ordinary Shares issuable, following the Business Combination, upon the exercise of Nidar Warrants issued upon the conversion of the Private Placement Warrants of Cartica, the Nidar Warrants issued upon the conversion of the Private Placement Warrants of Cartica and other equity securities of Nidar that are held by parties thereto from time to time. In certain circumstances, various parties to the Registration Rights Agreement will also be entitled customary demand and/or piggyback registration rights, in each case subject to certain limitations set forth in the Registration Rights Agreement. In addition, the Registration Rights Agreement provides that Nidar will pay certain expenses relating to such registrations and indemnify the security holders against certain liabilities.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Registration Rights Agreement, a copy of which is attached as Exhibit E of the Business Combination Agreement, filed as Exhibit 2.1 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.
Warrant Agreement
The Business Combination Agreement contemplates that, at or prior to the Closing, Nidar, Cartica and Continental Stock Transfer & Trust Company will enter into an amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”), pursuant to which, among other things, (i) Cartica will assign Nidar all of its rights, interests and obligations in and under the Amended and Restated Warrant Agreement and (ii) each Cartica Warrant that is issued and outstanding as of immediately prior to the First Effective Time will be converted automatically into the right to receive a corresponding Nidar Warrant.
The foregoing description of the Amended and Restated Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Warrant Agreement, a form of which is attached as Exhibit H of the Business Combination Agreement, filed as Exhibit 2.1 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our activities from February 3, 2021 (inception) through June 30, 2024 were organizational activities, the IPO and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2024, we had a net loss of $3,973,890, which consists of change in fair value of warrant liabilities of $2,148,000 and operating and formation costs of $2,174,582, offset by interest income on cash and marketable securities held in the Trust Account of $348,692.
For the three months ended June 30, 2023, we had a net income of $3,021,243, which consists of interest income on marketable securities held in the Trust Account of $2,914,130, change in fair value of warrant liabilities of $548,000 and other income attributable to derecognition of deferred underwriting fee allocated to offering costs of $214,220, offset by operating and formation costs of $655,107.
For the six months ended June 30, 2024, we had a net loss of $7,876,134, which consists of change in fair value of warrant liabilities of $4,225,000 and operating and formation costs of $4,583,133, offset by interest income on cash and marketable securities held in the Trust Account of $931,999.
34
For the six months ended June 30, 2023, we had a net income of $5,085,516, which consists of interest income on marketable securities held in the Trust Account of $5,473,593, change in fair value of warrant liabilities of $548,000 and other income attributable to derecognition of deferred underwriting fee allocated to offering costs of $214,220, offset by operating and formation costs of $1,150,297.
Factors That May Adversely Affect our Results of Operations
Our results of operations and our ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the current conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete a Business Combination.
Liquidity and Capital Resources
On January 7, 2022, we completed the sale of 23,000,000 units at a price of $10.00 per unit, generating gross proceeds to the Company of $230,000,000. Simultaneously with the closing of the IPO, we completed the private sale of an aggregate of 15,900,000 private placement warrants at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $15,900,000.
In August 2023, we issued the Second Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On February 16, 2024, the Second Promissory Note was amended to increase the principal sum from up to $300,000 to up to $750,000. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000. The Working Capital Note, as amended, bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination and (b) the date of the Company’s liquidation. As of June 30, 2024, $1,313,500 was drawn and outstanding under terms of the Working Capital Note and further $436,500 may be borrowed under this note.
For the six months ended June 30, 2024, cash used in operating activities was $1,052,233. Net loss of $7,876,134 was affected by interest earned on marketable securities held in the Trust Account of $ 931,999 and change in fair value of warrant liabilities of $ 4,225,000. Changes in operating assets and liabilities provided $3,530,900 of cash for operating activities.
For the six months ended June 30, 2023, cash used in operating activities was $870,139. Net income of $5,085,516 was affected by interest earned on marketable securities held in the Trust Account of $5,473,593, change in fair value of warrant liabilities of $548,000 and other income attributable to derecognition of deferred underwriting fee allocated to offering costs of $214,220. Changes in operating assets and liabilities provided $280,158 of cash for operating activities.
As of June 30, 2024, we had cash held in the Trust Account of $25,486,129 (including $2,197,083 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2024, we had cash of $19,294. We intend to use the funds held outside the Trust Account to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
35
In April 2024, we issued the Extension Note to our sponsor, pursuant to which our sponsor agreed to loan us up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. We first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved at the Second Extension Meeting. We deposited a total of $120,000 in the Trust Account for the three and six months ended June 30, 2024.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete a Business Combination, we will repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants. As of June 30, 2024 and December 31, 2023, we had no outstanding borrowings under the Working Capital Loans.
Liquidity and Going Concern
We have until January 7, 2025 to consummate a Business Combination. If a Business Combination is not consummated by the liquidation date, there may be a mandatory liquidation and subsequent dissolution. Additionally, we don’t have sufficient liquidity to fund the working capital needs of the Company through January 7, 2025 or through twelve months from the issuance of this report. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about our ability to continue as a going concern for the twelve months from the date of filing of this report. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after January 7, 2025.
Contractual Obligations
On January 4, 2022, we entered into an agreement to pay our sponsor an aggregate $930,000 over eighteen months beginning at the closing of the IPO, for the following administrative support expenses: (i) cash compensation to Mr. Goel, our Chief Executive Officer, in the form of an annual salary of $312,000; (ii) cash compensation to Mr. Coad, our Chief Operating Officer and Chief Financial Officer, in the form of an annual salary of $200,000; and (iii) $9,000 per month for office space, utilities and research, analytical, secretarial and administrative support, which the sponsor was expected to source principally from Cartica Management. In addition, at the closing of the IPO, we paid the sponsor an aggregate amount of $601,167 of which $549,000 represented compensation and bonuses paid to Mr. Goel and Mr. Coad for their services through the closing of the IPO and $51,667 represented a prepayment of administrative support expenses for January 2022, to be amortized over the service period. Upon completion of a Business Combination or our liquidation, we would have ceased paying these amounts (in the case of the officer compensation, after 30 days’ notice).
On May 23, 2023, in connection with the Transfer, the Company and the sponsor entered into the Amended Administrative Support Agreement, pursuant to which the Company has ceased to pay the sponsor for (i) the cash compensation to the Chief Executive Officer in the form of an annual salary of $312,000 and (ii) $9,000 per month for office space, utilities, and research, analytical, secretarial and administrative support. Per the Amended Administrative Support Agreement the sponsor shall (i) pay to the Company’s Chief Operating Officer and Chief Financial Officer an annual cash salary of $200,000, in substantially equal periodic installments, and bonuses of up to $150,000; and (ii) make available, or cause to be made available, to the Company, at a location mutually agreed by the Parties (or any successor location of sponsor), office space, utilities, and research, analytical, secretarial and administrative support, as may be reasonably required by the Company. In exchange for these services, the Company shall pay sponsor $16,666.67 per month with the first payment due on or around May 31, 2023 and continuing monthly thereafter until the termination date as defined in the agreement. For the three and six months ended June 30, 2024, the Company incurred and paid $50,000 and $100,000 of fees for these services, respectively. For the three and six months ended June 30, 2023, we incurred $65,333 and $220,333 in fees for these services.
We granted the underwriter a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of January 7, 2022, the over-allotment was fully exercised.
36
The underwriter received a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate (which included an additional $600,000 received pursuant to the full exercise of the over-allotment option), which was paid at closing of the IPO. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate (which included an additional $1,050,000 received pursuant to the full exercise of the over-allotment option). The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On April 14, 2023, the underwriter terminated its association with us and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $8,050,000 in connection with its role as our underwriter in our IPO.
We entered into a forward purchase agreement with the Cartica Funds, pursuant to which the Cartica Funds agreed to subscribe for an aggregate of up to 3,000,000 forward purchase shares for $10.00 per share, or up to $30,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of our Business Combination, subject to approval at such time by the Cartica Management investment committee. On October 13, 2022, we were advised by Cartica Management that the Cartica Funds will be liquidated in the first half of 2023. On March 14, 2023, we received a written notice from Cartica Management advising us that the investment committee of Cartica Management had determined that it would not approve the purchase of any forward purchase shares and therefore the Cartica Funds would not purchase any of the Forward Purchase Shares in connection with the Business Combination or otherwise. As a result, we may lack sufficient funds to consummate the Business Combination. On May 23, 2023, in connection with the Transfer, the Company and Cartica Funds entered into an agreement to terminate the rights and obligations of the Company and the Cartica Funds under Forward Purchase Agreement.
In August 2023, we issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Working Capital Note”). On February 16, 2024, the Working Capital Note was amended to increase the principal sum from up to $300,000 to up to $750,000. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000 (the “Third Amendment”). The Working Capital Note, as amended, bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination and (b) the date of the Company’s liquidation. $1,313,500 and $250,000 was outstanding under the Working Capital Note as of June 30, 2024 and December 31, 2023, respectively.
In April 2024, we issued the Extension Note to our sponsor, pursuant to which our sponsor agreed to loan us up to $360,000 in connection with the extension of our termination date from April 7, 2024 to January 7, 2025. We first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved at the Second Extension Meeting. The Company has drawn five installments of $40,000 under the terms of this note and deposited them in the Trust Account through the date of this report. We deposited a total of $120,000 in the Trust Account for the three and six months ended June 30, 2024.
Critical Accounting Estimates
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
We consider an accounting estimate to be critical if (i) the accounting estimate requires to make assumptions about matters that were highly uncertain at the time when the accounting estimate was made; and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material amount on our financial condition or results of operations. We have identified management inputs used in the calculation of Company’s warrant liabilities as critical accounting estimates. There are other items in our condensed financial statements that require estimation but are not deemed to be critical, as defined above.
For a detailed discussion of our significant accounting policies and related judgements, see Note 2– Summary of Significant Accounting Policies in the Notes to the Financial Statements included in this report.
37
Warrant Liabilities
A critical accounting estimate made in our condensed financial statements is the estimated fair value of our warrant liabilities. The fair value of our financial assets and liabilities reflects management’s estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| ● | Level 1, Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. |
| ● | Level 2, Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. |
| ● | Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
As of June 30, 2024 and December 31, 2023, we had 27,400,000 warrants issued and outstanding, including 11,500,000 Public warrants classified as Level 1, and 15,900,000 Private warrants classified as Level 3 in the hierarchy of fair value measurements.
Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed balance sheets.
Net (Loss) Income Per Ordinary Share
Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from (loss) income per ordinary share as the redemption value approximates fair value. We calculate our earnings per share to allocate net income pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of our Company.
Recent Accounting Standards
In August 2020, the FASB issued ASU 2020-06, Debt — “Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also simplifies the diluted earnings per share calculation in certain areas and introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2020-06 did not have an impact on our financial position, results of operations or cash flows.
38
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s Management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of June 30, 2024, our disclosure controls and procedures were effective and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2024 covered by this report on that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
39
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
To the knowledge of our management team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our (i) Registration Statement, (ii) 2023 Annual Report, annual report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on March 31, 2023, and annual report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on March 28, 2022, (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the SEC on May 15, 2024, (iv) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023, (v) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the SEC on August 18, 2023, (vi) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 15, 2023, (vii) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 9, 2022, (viii) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the SEC on August 10, 2022, (ix) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the SEC on May 16, 2022, (x) Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 6, 2024, and (xi) Definitive Proxy Statement on Schedule 14A, as filed with the SEC on June 12, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
For risks related to the Business Combination with Nidar, please see the registration statement on Form S-4 to be filed once available.
If we fail to consummate our initial business combination by January 4, 2025, our securities will be suspended from trading on Nasdaq and subject to potential delisting, which may have a material adverse effect on the trading of our securities and our ability to consummate an initial business combination.
Our Registration Statement was declared effective by the SEC on January 4, 2022, and our IPO was consummated on January 7, 2022. Our securities are currently listed on the Nasdaq Capital Market. Pursuant to our Second Charter Amendment, we have until January 7, 2025 (or such shorter period of time as determined by our board) to consummate our initial business combination. Nasdaq’s rules and guidance currently provide that SPACs (such as us) must satisfy certain listing conditions, including that a SPAC must complete one or more business combinations meeting certain conditions within 36 months of the effectiveness of its initial public offering registration statement (the “36-Month Requirement”). If a SPAC does not meet the 36-Month Requirement, it will receive a delisting determination from Nasdaq (the “Staff Delisting Determination”) which, among other things, informs the SPAC that (i) its securities will be suspended as of a date certain; (ii) it has a right to request review of the Staff Delisting Determination by the Panel; and (iii) a timely request for such review will stay the suspension and delisting action pending the issuance of a written decision of the Panel. The Panel may, where it deems appropriate, grant an exception to the continued listing standards for a period not to exceed 180 days from the date of the Staff Delisting Determination. The basis for the Staff Delisting Determination may be cured if, for example, a SPAC completes an initial business combination during the period of the stay.
40
On July 8, 2024, Nasdaq filed with the SEC a proposal to change the rules applicable to the foregoing procedures (the “Proposed Nasdaq Rules”) that includes removing the stay referred to above so that a SPAC’s securities will be immediately suspended from trading on Nasdaq through the pendency of the Panel’s review. In addition, under the Proposed Nasdaq Rules, the scope of the Panel’s review would be limited, as the Panel may only reverse a Staff Delisting Determination where it determines that the Staff Delisting Determination was in error and that the SPAC never failed to satisfy the 36-Month Requirement. In such cases, the Panel would not be able to consider facts indicating that the SPAC had regained compliance since the date of the Staff Delisting Determination, nor may the Panel grant an exception allowing the SPAC additional time to regain compliance. If a SPAC completes a business combination after receiving a Staff Delisting Determination and/or demonstrates compliance with all applicable initial listing requirements, the combined company could apply to list its securities on Nasdaq pursuant to the normal application review process. The Proposed Nasdaq Rules contained a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the 36-Month Requirement.
On July 15, 2024, the SEC issued a release approving the immediate effectiveness of the Proposed Nasdaq Rules. The Proposed Nasdaq Rules will become operative on October 7, 2024.
Accordingly, unless we are able to consummate our initial business combination on or prior to January 7, 2025, our securities will be suspended from trading on Nasdaq and subject to potential delisting. If Nasdaq were to suspend our securities from trading, or delist our securities, our securities could potentially be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
| ● | our ability to complete an initial business combination with a target company contemplating a Nasdaq listing, as we would be a less attractive acquiror absent a listing on a national exchange; |
| ● | a limited availability of market quotations for our securities; |
| ● | reduced liquidity for our securities; |
| ● | a determination that our Class A Ordinary Shares are a “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
| ● | a limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
In addition, if our securities are delisted from Nasdaq, offers and sales of our securities by us may be subject to regulation and we may be subject to additional compliance costs in each state in which we offer or sell our securities.
Our public shareholders’ exercise of redemption rights with respect to a large number of Public Shares redeemed during the First Extension and the Second Extension may affect our ability to complete an initial business combination in the most desirable manner that will optimize the capital structure of the combined company, or at all.
Over the past two years, the redemption rate of shares held by public shareholders of SPACs at the time of a shareholder meeting that approves an amendment to memorandum and articles of association of the SPACs or the initial business combination of the SPACs has been very high, thereby increasing the likelihood that we, too, may be subject to significant redemptions that may affect our ability to complete an initial business combination.
In connection with (i) the First Extension, 18,785,585 Public Shares were redeemed at a price per Public Share of approximately $10.70, and (ii) the Second Extension, 1,964,993 Public Shares were redeemed at a price per Public Share of approximately $11.13, thereby reducing the number of outstanding Public Shares to 2,249,422, and reducing the total amount held in the Trust Account to approximately $25.49 million (as of June 30, 2024).
41
Due to the high rates of redemptions of Public Shares in connection with shareholder votes on extensions or business combinations of SPACs, we may need to rely upon significant PIPE or other outside financing to provide cash to our post- business combination company. Obtaining financing in connection with initial business combinations of SPACs has in recent times been very difficult, with many financings available only on terms that are onerous to the surviving company of the business combination. The failure to secure additional financing on reasonable terms could have a material adverse effect on the continued development or growth of the target business. None of the Sponsor or our other shareholders is required to provide any financing to us in connection with or after our initial business combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels or on onerous terms. The above considerations may limit our ability to complete a business combination in the most desirable manner that will optimize the capital structure of the combined company, or at all. If we are unable to complete an initial business combination, our public shareholders may only receive approximately $11.33 per Public Share on the liquidation of our Trust Account, as of June 30, 2024, and our Warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $11.33 per share on the redemption of their Public Shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
None.
Use of Proceeds
For a description of the use of proceeds generated in our IPO and private placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the SEC on May 16, 2022. There has been no material change in the planned use of proceeds from our IPO and private placement as described in the Registration Statement. The specific investments in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On April 3, 2024, we held the Second Extension Meeting and our shareholders approved, among other things, the Second Charter Amendment, which extended the date by which we must consummate a Business Combination from April 7, 2024 to January 7, 2025 (or such earlier date as determined by our board). In connection with the vote to approve the Second Charter Amendment, the public shareholders holding 1,964,993 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. We paid cash in the aggregate amount of approximately $21.87 million, or approximately $11.13 per share to such redeeming public shareholders in such redemption.
(d) Maximum number | |||||||||
(c) Total number of | (or approximate dollar | ||||||||
(a) Total | shares (or units) | value) of shares (or | |||||||
number of | (b) Average price | purchased as part of | units) that may yet be | ||||||
shares (or units) | paid per share (or | publicly announced | purchased under the | ||||||
Period |
| purchased |
| unit) |
| plans or programs |
| plans or programs | |
April 1 – April 30, 2024 | 1,964,993 | $ | 11.13 | — | — | ||||
May 1 – May 31, 2024 | — | — | — | — | |||||
June 1 – June 30, 2024 | — | — | — | — | |||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
42
Item 5. Other Information.
Trading Arrangements
During the quarterly period ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this report.
No. |
| Description of Exhibit |
2.1 | ||
3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association. (1) | |
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
31.1* |
| |
31.2* |
| |
32.1** |
| |
32.2** |
| |
101.INS* |
| Inline XBRL Instance Document. |
101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
** | Furnished herewith. |
| (1) | Incorporated by reference to relevant exhibits to the Company’s Current Report on Form 8-K, filed with the SEC on April 8, 2024. |
| (2) | Incorporated by reference to relevant exhibits to the Company’s Current Report on Form 8-K, filed with the SEC on June 24, 2024, |
43
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CARTICA ACQUISITION CORP | |
|
|
|
Date: August 21, 2024 | By: | /s/ Suresh Guduru |
| Name: | Suresh Guduru |
| Title: | Chief Executive Officer |
|
| (Principal Executive Officer) |
|
|
|
Date: August 21, 2024 | By: | /s/ C. Brian Coad |
| Name: | C. Brian Coad |
| Title: | Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |
44