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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 20, 2024

 

Cartica Acquisition Corp

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41198   N/A
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: +1-202-741-3677

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant   CITEU   The Nasdaq Stock Market LLC
         
Class A Ordinary Share, par value $0.0001 per share   CITE   The Nasdaq Stock Market LLC
         
Redeemable Warrants   CITEW   The Nasdaq Stock Market LLC

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Amendment to Existing Promissory Note

 

As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2023, Cartica Acquisition Corp, a Cayman Islands exempted company (the “Company”) issued a promissory note (the “Working Capital Note”) to Cartica Acquisition Partners, LLC (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $300,000 for working capital expenses. 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. On April 4, 2024 it was then amended to increase the principal sum from $750,000 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. On December 20, 2024, the Working Capital Note was again amended to increase the principal sum from $1,750,000 to $2,750,000 (the “Fourth 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.

 

The Working Capital Note, as amended, was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith: 

 

Exhibit
No.
  Description
10.1   Amendment No. 4 to the Promissory Note issued to Cartica Acquisition Partners, LLC, dated December 20, 2024.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Cartica Acquisition Corp
     
Date: December 26, 2024 By: /s/ Suresh Guduru
  Name: Suresh Guduru
  Title: Chairman and Chief Executive Officer

 

 

Exhibit 10.1

 

THE PROMISSORY NOTE TO WHICH THIS AMENDMENT RELATES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH PROMISSORY NOTE, AS AMENDED, HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

AMENDMENT NO. 4 TO PROMISSORY NOTE

 

Principal Amount:

up to $2,750,000 (consisting of the principal amount of $1,750,000 and an additional principal amount of $1,000,000)

 

Dated as of December 20, 2024

(as set forth on the Schedule of Borrowings attached hereto)

 

Cartica Acquisition Corp, a Cayman Islands exempted company and blank check company (the “Maker”), hereby amends its promissory note dated as of August 31, 2023, as amended by the amendment number 1 to the promissory note dated February 16, 2024, the amendment number 2 to the promissory note dated April 4, 2024, and the amendment number 3 to the promissory note dated June 24, 2024 (the “Note”) to increase the principal amount that it promises to pay to the order of Cartica Acquisition Partners, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), from the principal sum of up to one million seven hundred fifty thousand ($1,750,000) to the principal sum of up to two million seven hundred fifty thousand ($2,750,000) (as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America.

 

 

All of the other terms of the Note remain unchanged and in effect.

  

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this amendment No. 4 to be duly executed by the undersigned as of the day and year first above written.

 

  CARTICA ACQUISITION CORP
  A Cayman Islands exempted company
     
  By:  /s/ C. Brian Coad
    Name:  C. Brian Coad
    Title:     Chief Operating Officer and Chief Financial Officer

 

[Schedule of Borrowings to Amendment to Promissory Note]

 

 

 

 

SCHEDULE OF BORROWINGS

 

The following increases or decreases in the Note have been made:

 

Date of
Increase or
Decrease
Amount of decrease in
Principal Amount of the
Note
Amount of increase in
Principal Amount of the
Note
Principal Amount of the
Note following such
decrease or increase
       
December 20, 2024 NA $1,000,000 $2,750,000

 

[Schedule of Borrowings to Amendment to Promissory Note]

 

 

 

 

 

v3.24.4
Cover
Dec. 20, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 20, 2024
Entity File Number 001-41198
Entity Registrant Name Cartica Acquisition Corp
Entity Central Index Key 0001848437
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 1345 Avenue of the Americas
Entity Address, Address Line Two 11th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10105
City Area Code +1-202
Local Phone Number 741-3677
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units Each Consisting Of One Class Ordinary Share And Onehalf Of One Redeemable Warrant [Member]  
Document Information [Line Items]  
Title of 12(b) Security Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant
Trading Symbol CITEU
Security Exchange Name NASDAQ
Class Ordinary Share Par Value 0. 0001 Per Share [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A Ordinary Share, par value $0.0001 per share
Trading Symbol CITE
Security Exchange Name NASDAQ
Redeemable Warrants [Member]  
Document Information [Line Items]  
Title of 12(b) Security Redeemable Warrants
Trading Symbol CITEW
Security Exchange Name NASDAQ

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