Current Report Filing (8-k)

 

 

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): June 26, 2023

 

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, 11^th Floor

New York, NY 10105

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: [phone]

 

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.

 

On June 26, 2023, Cartica Acquisition Corp (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 3,150,000 Class A ordinary shares, par value $0.0001 per share (the “public shares”) held by the Holders, in connection with the extraordinary general meeting in lieu of an annual meeting called by the Company (the “Meeting”) to, among other things, approve an amendment to the Company’s amended and restated memorandum and articles of association (the “Charter”) to extend the date by which the Company must consummate an initial business combination from July 7, 2023 to April 7, 2024 (the “Extension”). In consideration of the foregoing agreement, the Company shall issue to the Holders an aggregate of 787,500 Class A ordinary shares (the “New Shares”) substantially concurrently with or immediately after, the closing of an initial business combination. The Holders will be entitled to the same registration rights set forth in that certain Registration and Shareholder Rights Agreement, dated as of January 4, 2022, among Cartica Acquisition Partners, LLC, the Company and the other parties thereto, in respect of all the New Shares held by the Holders. The Company may to enter into additional non-redemption agreements with unaffiliated third parties on substantially the same terms as the Non-Redemption Agreements.

 

As of the date of this report, we have entered into Non-Redemption Agreements with respect to an aggregate of 3,850,000 Class A ordinary shares, and have agreed to issue an aggregate of 962,500 New Shares.

 

The Company estimates that as of June 30, 2023, the date of the Meeting, the pro rata portion of the funds available in the Company’s trust account for the redemption of public shares will be approximately $10.67 per share (which may be adjusted prior to redemptions for tax withholdings, if any, and accrued interest).

  

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension is approved by Company’s shareholders but is expected to increase the amount of funds that remain in the Trust Account following the Meeting, relative to the amount of funds that would have remained in the trust account following the Meeting had the Non-Redemption Agreements not been entered into and the shares under the agreements had been redeemed.

 

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreements filed herein as Exhibit 10.1 and incorporated herein by reference.

 

Shareholders may withdraw redemptions at any time until June 28, 2023 with respect to the Extension. Shareholders may request to withdraw their redemption by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company, at One State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemption Team (e-mail: [e-mail]).

 

 

 

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Extension, its expectation that the Non-Redemption Agreements will increase the amount remaining in the Trust Account following the Meeting and the Company may enter into additional non-redemption agreements, its inability to complete an initial business combination within the required time period and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors” and other documents the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Participants in the Solicitation

 

The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in favor of the approval of the Extension. Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the definitive proxy statement dated June 12, 2023, as supplemented to date (the “Extension Proxy Statement”), which may be obtained free of charge from the sources indicated below.

 

No Offer or Solicitation

 

This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension. This Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

Additional Information and Where to Find It

 

The Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension. Shareholders may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor: Advantage Proxy, Inc., PO Box 10904, Yakima, WA 98909, Attn: Karen Smith, e-mail: [e-mail].

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.	Description
10.1	Form of Non-Redemption Agreement.
104	Cover Page Interactive Data File (the Cover Page Interactive Data File is 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: June 27, 2023	By:	/s/ Suresh Guduru
	Name:	Suresh Guduru
	Title:	Chairman and Chief Executive Officer