UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section14(a)of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under 240.14a-12 |
Cartica Acquisition Corp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s)Filing Proxy Statement, if other than the Registrant)
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| x | No fee required |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b)per Exchange Act Rules14a-6(i)(1)and 0-11 |
LETTER TO SHAREHOLDERS OF CARTICA ACQUISITION CORP
c/o Ellenoff Grossman
Schole LLP
1345 Avenue of the Americas
New York, NY10105
TO BE HELD ON DECEMBER 26, 2024
Dear Shareholders of Cartica Acquisition Corp:
You are cordially invited to attend an extraordinary general meeting (the Special Meeting ) of shareholders of Cartica Acquisition Corp, a Cayman Islands exempted company (we, Cartica or the Company ), which will be held on Thursday, December 26, 2024, at 9:00 a.m. Eastern Time, at the office of Ellenoff Grossman Schole LLP at 1345 Avenue of the Americas, New York, New York 10105 or at such other time, on such other date and at such other place to which the Meeting may be adjourned. You will be permitted to attend the Special Meeting in person at the offices of Ellenoff Grossman Schole LLP. If you would like to attend in person you are requested to confirm your attendance at least two business days in advance of the Special Meeting by contacting Ellenoff Grossman Schole LLP, c/o C. Brian Coad, 1345 Avenue of the Americas, New York, New York, 10105.
The accompanying Notice of the Special Meeting and proxy statement describe the business Cartica will conduct at the Special Meeting (unless Cartica determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement) and provide information about Cartica that you should consider when you vote your shares. As set forth in the accompanying proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposals:
| 1. | Proposal No.1-Third Extension Amendment Proposal - To approve, by way of special resolution, that the date by which Cartica has to consummate a business combination be extended (the Third Charter Extension ) from January7, 2025 to October7, 2025 (or such earlier date as determined by the board of directors (the Board )) (such date, the Third Charter Extension Date ) (the Third Extension Amendment Proposal ) and that the Amended and Restated Memorandum of Association and Articles of Association of Cartica, as amended (the Charter ) be amended as set out in Annex A to the proxy statement; | |
| 2. | Proposal No. 2 - Redemption Limitation Amendment Proposal - To eliminate, by way of special resolution, from the Charter the limitation that Cartica may not redeem Public Shares (as defined below) to the extent that such redemption would result in Cartica having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than US$5,000,001 (the Redemption Limitation ) in order to allow Cartica to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the Redemption Limitation Amendment , and such proposal, the Redemption Limitation Amendment Proposal ) and that the Charter be amended as set out in Annex B to the proxy statement; and |
| 3. | Proposal No.3-Adjournment Proposal -To adjourn, by way of ordinary resolution, the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the other proposals (the Adjournment Proposal ). |
Each of the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
The Charter initially provided that Cartica had until July7, 2023 to complete its initial business combination, subject to up to two three-month extensions (each, a Paid Extension ) (for a total of up to 24 months to complete a business combination), upon the request of Carticas sponsor, Cartica Acquisition Partners, LLC, a Delaware limited liability company (the Sponsor ) and subject to the Sponsor depositing additional funds into the Companys Trust Account (as defined herein).
On June30, 2023, Cartica held an extraordinary general meeting in lieu of an annual meeting and approved, among other things, extending the date by which Cartica must consummate a business combination from July7, 2023 (which was 18 months from the closing of the initial public offering) to April7, 2024(the First Extension ).
On April3, 2024, Cartica held another extraordinary general meeting in lieu of an annual general meeting of shareholders at which our shareholders approved the proposal to amend its amended and restated memorandum and articles of association, as amended, to extend the date by which we had to consummate a business combination from April7, 2024 to January7, 2025 (the Second Extension ).
On June24, 2024, Cartica 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 Cartica, 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 ) (the Nidar Business Combination ). 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), with Nidar as the surviving entity of the Second Merger. As a result of the Nidar Business Combination, Nidar will continue as the parent/public company. For more information about the Nidar Business Combination, see Carticas Current Report on Form8-K filed with the U.S. Securities and Exchange Commission (the SEC ) on June24, 2024, as well as the Registration Statement on FormF-4 filed by Nidar with the SEC on November13, 2024 in connection with the Nidar Business Combination.
While Cartica is using its best efforts to complete the Nidar Business Combination as soon as practicable, the Board currently believes that there will not be sufficient time before January7, 2025 to consummate the Nidar Business Combination. Therefore, the Board has determined that it is in the best interests of Carticas shareholders to extend the date by which Cartica has to consummate an initial business combination to the Third Charter Extension Date in order that Cartica will have more time to complete the Nidar Business Combination or an alternative business combination, as well as to provide additional flexibility to wind up its operations prior to the Third Charter Extension Date. Additionally, without the Redemption Limitation Amendment, Cartica may not be able to implement the Third Charter Extension if following redemptions in connection with the Third Charter Extension Cartica would not have at least $5,000,001 in tangible net assets as currently required by its Charter. If that were to occur, Cartica would be forced to liquidate on January 7, 2025. Cartica will not proceed with the Third Charter Extension unless (i)the Redemption Limitation Amendment Proposal is approved or (ii)if Caritca will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the redemptions. Cartica cannot predict the amount that will remain in the Trust Account following the redemptions if the Third Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be significantly less than the approximately $26.27million that was in the Trust Account as of December 6, 2024.
Cartica intends to hold another shareholders meeting prior to the Third Charter Extension Date in order to seek shareholder approval of the Nidar Business Combination (or an alternative business combination if it is unable to complete the Nidar Business Combination).
As contemplated by the Charter, the holders of Carticas ClassA ordinary shares, par value of $0.0001 per share (the ClassA Ordinary Shares ), issued as part of the units sold in Carticas initial public offering (the Public Shares ) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the Trust Account ) established to hold a portion of the proceeds of the initial public offering (the initial public offering ) and the concurrent sale of the private placement warrants (the Private Placement Warrants ), if the Third Charter Extension or the Redemption Limitation Amendment is approved (the Redemption ), regardless of how such public shareholders vote in regard to the Third Extension Amendment Proposal or the Redemption Limitation Amendment. If the Third Extension Amendment Proposal or the Redemption Limitation Amendment is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination.
As of December 6, 2024, the redemption price per share was approximately $11.68 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $26.27 million as of December 6, 2024 (including interest not previously released to Cartica to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the ClassA Ordinary Shares on the Nasdaq Capital Market on December 6, 2024 was $11.69. Accordingly, if the market price of the ClassA Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.01 less per share than if the shares were sold in the open market. Cartica cannot assure shareholders that they will be able to sell their ClassA Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Cartica believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Cartica does not complete the Nidar Business Combination on or before January7, 2025.
If the Third Extension Amendment Proposal is approved, the Sponsor and/or its designees will contribute to Cartica as a loan (the Contributions ) (a) $0.03 per Public Share for each month (commencing on January 8, 2025 and on the 7 th day of each subsequent month) until April 7, 2025, (b) $0.04 per Public Share for each month (commencing on April 8, 2025 and on the 7 th day of each subsequent month) until July 7, 2025, and (c) $0.05 per Public Share for each month (commencing on July 8, 2025 and on the 7 th day of each subsequent month) until October 7, 2025, or portion thereof in each case (such extended period, the Extension Period ), that is needed to complete an initial business combination which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Third Charter Extension and the length of the Extension Period that will be needed to complete the initial business combination. For example, if Cartica takes until October 7, 2025 to complete its initial business combination, the Sponsor and/or its designees would make aggregate Contributions of approximately $0.36 for each Public Share that is not redeemed.
Any Contribution is conditioned upon the approval of the Third Charter Extension. No Contribution will occur if the Third Charter Extension is not approved. The amount of each Contribution will not bear interest and will be repayable by Cartica to the Sponsor or its designees upon consummation of its initial business combination. Cartica will have the sole discretion whether to continue extending for additional months until October 7, 2025. If Cartica opts not to utilize any remaining portion of the Extension Period, then Cartica will liquidate and dissolve promptly in accordance with its Charter, and its Sponsors obligation to make additional Contributions will terminate.
If the Third Extension Amendment Proposal is approved by Carticas shareholders, Cartica has agreed to waive its right to withdraw up to $100,000 of interest accrued on the Trust Account to pay dissolution expenses, should Cartica ultimately liquidate before consummating a business combination. As a result, Cartica will not withdraw up to $100,000 of interest, as permitted by its Charter, for such dissolution expenses upon liquidation, and up to $100,000 of any interest accrued will be held in the Trust Account and will, subject to applicable law, be released to public shareholders upon the redemption of 100% of the Public Shares if the Company is unable to complete its initial business combination by October 7, 2025 or such earlier date as determined by Carticas board of directors.
If the Third Extension Amendment Proposal is not approved and the Nidar Business Combination is not completed on or before January7, 2025, Cartica 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 subject to lawfully available funds therefor, redeem 100% of 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 Cartica to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii)as promptly as reasonably possible following such redemption, subject to the approval of Carticas remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii)and (iii)to Carticas obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
If the Redemption Limitation Amendment Proposal is approved, even if redemptions of the Public Shares would cause the Company to exceed the Redemption Limitation, Cartica will be able to proceed with such redemptions.
If the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved, Cartica shall procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are made and redeem Public Shares as necessary, irrespective of whether such redemptions exceed the Redemption Limitation. If Cartica redeems its Public Shares in an amount in excess of the the Redemption Limitation and Carticas securities do not meet Nasdaqs continued listing requirements, Nasdaq may delist Carticas securities from trading on its exchange. If Nasdaq delists any of its securities and Cartica is not able to list such securities on another national securities exchange, Cartica expects that such securities could be quoted on an over-the-counter market. If this were to occur, Cartica could face significant material adverse consequences. For more information about such, see those described under Risk Factors in this proxy statement entitled Our securities will be suspended from trading on Nasdaq and delisted if we do not consummate the Nidar Business Combination or another initial business combination by January 4, 2025. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate the Nidar Business Combination or another initial business combination .
If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because Cartica does not take action to increase its net tangible assets or because its attempt to do so is not successful, then Cartica will not proceed with the Third Charter Extension and Cartica will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholders account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Cartica has not completed the Nidar Business Combination or another initial business combination by January 7, 2025.
Approval of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution of the Company, being the affirmative vote of a majority of at least two thirds (2/3) of the votes cast by the holders of ClassA Ordinary Shares and ClassB ordinary shares, par value of $0.0001 per share (the ClassB Ordinary Shares , collectively with ClassA Ordinary Shares, the Ordinary Shares ), voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote if there are not sufficient tabulated votes to approve the Third Extension Amendment Proposal and/or the Redemption Limitation Amendment Proposal at the Special Meeting.
The Board has fixed the close of business on November27, 2024 (the Record Date ) as the date for determining Carticas shareholders entitled to receive notice of and vote at the Special Meeting and any postponement or adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting or any postponement or adjournment thereof.
In June2023, the Sponsor converted on a one-for-one basis 4,750,000 ClassB Ordinary Shares that were issued prior to our initial public offering into 4,750,000 ClassA Ordinary Shares (the Founder Conversion ), and following the Founder Conversion, the Sponsor owns 700,000 ClassB Ordinary Shares and the former directors of Cartica own an aggregate of 300,000 ClassB Ordinary Shares. The 4,750,000 ClassA Ordinary Shares that were issued to the Sponsor in connection with the Founder Conversion and the 1,000,000 ClassB Ordinary Shares owned by the Sponsor and former directors of Cartica are collectively referred to herein as the Founder Shares . The Founder Shares following the Founder Conversion are subject to the same restrictions as the ClassB Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. The Founder Shares are entitled to registration rights.
You are not being asked to vote on the Nidar Business Combination at this time . If the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of Public Shares who do not elect to redeem their Public Shares will retain their right to redeem their Public Shares if and when the Nidar Business Combination or another initial business combination is submitted to shareholders for approval, subject to any limitations set forth in the Charter. In addition, public shareholders who do not redeem their Public Shares in connection with the Third Charter Extension will be entitled to have their Public Shares redeemed for cash if the Company has not completed the Nidar Business Combination or another initial business combination before the Third Charter Extension Date or upon the Companys earlier liquidation, subject to any limitations set forth in the Charter.
Cartica reserves the right at any time to postpone or cancel the Special Meeting and not to submit to its shareholders the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. In the event the Special Meeting is cancelled and Cartica does not complete the Nidar Business Combination on or prior to January7, 2025, Cartica will dissolve and liquidate in accordance with its Charter.
After careful consideration of all relevant factors, the Board has determined that the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal are in the best interests of Cartica and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote FOR such proposals.
Enclosed is the proxy statement containing detailed information about the Special Meeting, the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, Cartica urges you to read this material carefully and vote your shares.
| By Order of the Board of Directors of | |
| Cartica Acquisition Corp | |
| /s/ Suresh Guduru | |
| Suresh Guduru | |
| Chief Executive Officer and Chairman of the Board | |
| December 9, 2024 |
Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Special Meeting. The approval of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal require a special resolution of the Company, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by those holders of Ordinary Shares, who, being present and entitled to do so, vote at the Special Meeting. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares present in person or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, if you fail to vote in person or by proxy at the Special Meeting, your shares will not be counted for the purposes of determining whether the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal are approved by the requisite majorities. If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on December26, 2024: The notice of meeting and the proxy statement are available at https://www.cstproxy.com/carticaspac/egm2024.
NOTICE OF EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS OF
CARTICA ACQUISITION CORP
TO BE HELD ON DECEMBER 26, 2024
To the Shareholders of Cartica Acquisition Corp:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the Special Meeting ) of CARTICA Acquisition Corp, a Cayman Islands exempted company ( Cartica ), will be held on Thursday, December 26, 2024 at 9:00 a.m. Eastern Time, at the office of Ellenoff Grossman Schole LLP at 1345 Avenue of the Americas, New York, New York 10105 or at such other time, on such other date and at such other place to which the Meeting may be adjourned. You will be permitted to attend the Special Meeting in person at the offices of Ellenoff Grossman Schole LLP. If you would like to attend in person you are requested to confirm your attendance at least two business days in advance of the Special Meeting by contacting Ellenoff Grossman Schole LLP, c/o C. Brian Coad, 1345 Avenue of the Americas, New York, New York, 10105. You are cordially invited to attend the Special Meeting for the purpose of considering and voting on the following proposals (unless Cartica determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement), more fully described below in the accompanying proxy statement, which is dated December 9, 2024 and is first being mailed to shareholders on or about December 10, 2024:
| 1. | Proposal No.1-Third Extension Amendment Proposal - To approve, by way of special resolution, that the date by which Cartica has to consummate a business combination be extended (the Third Charter Extension ) from January7, 2025 to October 7, 2025 (or such earlier date as determined by the board of directors (the Board )) (such date, the Third Charter Extension Date ) (the Third Extension Amendment Proposal ) and that the Amended and Restated Memorandum of Association and Articles of Association of Cartica, as amended (the Charter ) be amended as set out in Annex A to the proxy statement; | |
| 2. | Proposal No. 2 - Redemption Limitation Amendment Proposal - To eliminate, by way of special resolution, from the Charter the limitation that Cartica may not redeem Public Shares (as defined below) to the extent that such redemption would result in Cartica having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than US$5,000,001 (the Redemption Limitation ) in order to allow Cartica to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the Redemption Limitation Amendment , and such proposal, the Redemption Limitation Amendment Proposal ) and that the Charter be amended as set out in Annex B to the proxy statement; and |
| 3. | Proposal No.3-Adjournment Proposal -To approve, by way of ordinary resolution, the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal (the Adjournment Proposal ). |
Each of the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
The Charter initially provided that Cartica had until July7, 2023 to complete its initial business combination, subject to up to two three-month extensions (each, a Paid Extension ) (for a total of up to 24 months to complete a business combination), upon the request of Carticas sponsor, Cartica Acquisition Partners, LLC, a Delaware limited liability company (the Sponsor ) and subject to the Sponsor depositing additional funds into the Companys Trust Account (as defined herein).
On June30, 2023, Cartica held an extraordinary general meeting in lieu of an annual meeting and approved, among other things, extending the date by which we must consummate a business combination from July7, 2023 (which was 18 months from the closing of the initial public offering) to April7, 2024(the First Extension ).
On April3, 2024, Cartica held another extraordinary general meeting in lieu of an annual general meeting of shareholders at which our shareholders approved the proposal to amend its amended and restated memorandum and articles of association, as amended to extend the date by which we had to consummate a business combination from April7, 2024 to January7, 2025 (the Second Extension ).
On June24, 2024, Cartica 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 Cartica, 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 ) (the Nidar Business Combination ). 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), with Nidar as the surviving entity of the Second Merger. As a result of the Nidar Business Combination, Nidar will continue as the parent/public company. For more information about the Nidar Business Combination, see Carticas Current Report on Form8-K filed with the U.S. Securities and Exchange Commission (the SEC ) on June24, 2024, as well as the Registration Statement on FormF-4 filed by Nidar with the SEC on November13, 2024 in connection with the Nidar Business Combination.
While Cartica is using its best efforts to complete the Nidar Business Combination as soon as practicable, the Board currently believes that there will not be sufficient time before January7, 2025 to consummate the Nidar Business Combination. Therefore, the Board has determined that it is in the best interests of Carticas shareholders to extend the date by which Cartica has to consummate an initial business combination to the Third Charter Extension Date in order that Cartica will have more time to complete the Nidar Business Combination or an alternative business combination, as well as to provide additional flexibility to wind up its operations prior to the Third Charter Extension Date. Additionally, without the Redemption Limitation Amendment, Cartica may not be able to implement the Third Charter Extension if following redemptions in connection with the Third Charter Extension Cartica would not have at least $5,000,001 in tangible net assets as currently required by its Charter. If that were to occur, Cartica would be forced to liquidate on January 7, 2025. Cartica will not proceed with the Third Charter Extension unless (i)the Redemption Limitation Amendment Proposal is approved or (ii)if Caritca will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the redemptions. Cartica cannot predict the amount that will remain in the Trust Account following the redemptions if the Third Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be significantly less than the approximately $26.27million that was in the Trust Account as of December 6, 2024.
Cartica intends to hold another shareholders meeting prior to the expiration of the Extension Period in order to seek shareholder approval of the Nidar Business Combination (or an alternative business combination if it is unable to complete the Nidar Business Combination).
As contemplated by the Charter, the holders of Carticas ClassA ordinary shares, par value of $0.0001 per share (the ClassA Ordinary Shares ), issued as part of the units sold in Carticas initial public offering (the Public Shares ) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the Trust Account ) established to hold a portion of the proceeds of the initial public offering (the initial public offering ) and the concurrent sale of the private placement warrants (the Private Placement Warrants ), if the Third Charter Extension or the Redemption Limitation Amendment Proposal is approved (the Redemption ), regardless of how such public shareholders vote in regard to the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Third Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination.
As of December 6, 2024, the redemption price per share was approximately $11.68 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $26.27 million as of December 6, 2024 (including interest not previously released to Cartica to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the ClassA Ordinary Shares on the Nasdaq Capital Market on December 6, 2024 was $11.69. Accordingly, if the market price of the ClassA Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.01 less price per share than if the shares were sold in the open market. Cartica cannot assure shareholders that they will be able to sell their ClassA Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Cartica believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Cartica does not complete the Nidar Business Combination on or before January7, 2025.
If the Third Extension Amendment Proposal is approved, the Sponsor and/or its designees will contribute to Cartica as a loan (the Contributions ) (a) $0.03 per Public Share for each month (commencing on January 8, 2025 and on the 7 th day of each subsequent month) until April 7, 2025, (b) $0.04 per Public Share for each month (commencing on April 8, 2025 and on the 7 th day of each subsequent month) until July 7, 2025, and (c) $0.05 per Public Share for each month (commencing on July 8, 2025 and on the 7 th day of each subsequent month) until October 7, 2025, or portion thereof in each case (such extended period, the Extension Period ), that is needed to complete an initial business combination which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Third Charter Extension and the length of the Extension Period that will be needed to complete the initial business combination. For example, if Cartica takes until October 7, 2025 to complete its initial business combination, the Sponsor and/or its designees would make aggregate Contributions of approximately $0.36 for each Public Share that is not redeemed.
Any Contribution is conditioned upon the approval of the Third Charter Extension. No Contribution will occur if the Third Charter Extension is not approved. The amount of each Contribution will not bear interest and will be repayable by Cartica to the Sponsor or its designees upon consummation of its initial business combination. Cartica will have the sole discretion whether to continue extending for additional months until October7, 2025. If Cartica opts not to utilize any remaining portion of the Extension Period, then Cartica will liquidate and dissolve promptly in accordance with its Charter, and its Sponsors obligation to make additional Contributions will terminate.
If the Third Extension Amendment Proposal is approved by Carticas shareholders, Cartica has agreed to waive its right to withdraw up to $100,000 of interest accrued on the Trust Account to pay dissolution expenses, should Cartica ultimately liquidate before consummating an initial business combination. As a result, Cartica will not withdraw up to $100,000 of interest, as permitted by its Charter, for such dissolution expenses upon liquidation, and up to $100,000 of any interest accrued will be held in the Trust Account and will, subject to applicable law, be released to public shareholders upon the redemption of 100% of the Public Shares if Cartica is unable to complete its initial business combination by October7, 2025 or such earlier date as determined by Carticas board of directors.
If the Third Extension Amendment Proposal is not approved and the Nidar Business Combination is not completed on or before January7, 2025, Cartica 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 subject to lawfully available funds therefor, redeem 100% of 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 Cartica to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii)as promptly as reasonably possible following such redemption, subject to the approval of Carticas remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii)and (iii)to Carticas obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
If the Redemption Limitation Amendment Proposal is approved, even if redemptions of the Public Shares would cause the Company to exceed the Redemption Limitation, Cartica will be able to proceed with such redemptions.
If the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved, Cartica shall procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are made and redeem Public Shares as necessary, irrespective of whether such redemptions exceed the Redemption Limitation. If Cartica redeems its Public Shares in an amount in excess of the current Redemption Limitation and Carticas securities do not meet Nasdaqs continued listing requirements, Nasdaq may delist Carticas securities from trading on its exchange. If Nasdaq delists any of its securities and Cartica is not able to list such securities on another national securities exchange, Cartica expects that such securities could be quoted on an over-the-counter market. If this were to occur, Cartica could face significant material adverse consequences. For more information about such, see those described under Risk Factors in this proxy statement entitled Our securities will be suspended from trading on Nasdaq and delisted if we do not consummate the Nidar Business Combination or another initial business combination by January 4, 2025. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate the Nidar Business Combination or another initial business combination .
If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because Cartica does not take action to increase its net tangible assets or because its attempt to do so is not successful, then Cartica will not proceed with the Third Charter Extension and Cartica will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholders account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Cartica has not completed the Nidar Business Combination or another initial business combination by January 7, 2025.
Approval of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution of the Company, being the affirmative vote of a majority of at least two thirds (2/3) of the votes cast by the holders of ClassA Ordinary Shares and ClassB ordinary shares, par value of $0.0001 per share (the ClassB Ordinary Shares , collectively with ClassA Ordinary Shares, the Ordinary Shares ), voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote if there are not sufficient tabulated votes to approve the Third Extension Amendment Proposal and/or the Redemption Limitation Amendment Proposal at the Special Meeting.
The Board has fixed the close of business on November27, 2024 (the Record Date ) as the date for determining Carticas shareholders entitled to receive notice of and vote at the Special Meeting and any postponement or adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting or any postponement or adjournment thereof.
In June2023, the Sponsor converted on a one-for-one basis 4,750,000 ClassB Ordinary Shares that were issued prior to our initial public offering into 4,750,000 ClassA Ordinary Shares (the Founder Conversion ), and following the Founder Conversion, the Sponsor owns 700,000 ClassB Ordinary Shares and the former directors of Cartica own an aggregate of 300,000 ClassB Ordinary Shares. The 4,750,000 ClassA Ordinary Shares that were issued to the Sponsor in connection with the Founder Conversion and the 1,000,000 ClassB Ordinary Shares owned by the Sponsor and former directors of Cartica are collectively referred to herein as the Founder Shares . The Founder Shares following the Founder Conversion are subject to the same restrictions as the ClassB Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. The Founder Shares are entitled to registration rights.
You are not being asked to vote on the Nidar Business Combination at this time . If the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of Public Shares who do not elect to redeem their Public Shares will retain their right to redeem their Public Shares if and when the Nidar Business Combination or another initial business combination is submitted to shareholders for approval, subject to any limitations set forth in the Charter. In addition, public shareholders who do not redeem their Public Shares in connection with the Third Charter Extension will be entitled to have their Public Shares redeemed for cash if the Company has not completed the Nidar Business Combination or another initial business combination before the Third Charter Extension Date or upon the Companys earlier liquidation, subject to any limitations set forth in the Charter.
Cartica reserves the right at any time to postpone or cancel the Special Meeting and not to submit to its shareholders the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. In the event the Special Meeting is cancelled and Cartica does not complete the Nidar Business Combination on or prior to January7, 2025, Cartica will dissolve and liquidate in accordance with its Charter.
To exercise your redemption rights, you must tender your Public Shares to Carticas transfer agent at least two business days prior to the Special Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Companys ( DTC ) Deposit/Withdrawal At Custodian ( DWAC ) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.
Record holders of Ordinary Shares at the close of business on the Record Date are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were 6,999,422 issued and outstanding ClassA Ordinary Shares and 1,000,000 issued and outstanding ClassB Ordinary Shares. Carticas warrants do not have voting rights.
The accompanying proxy statement contains important information about the Special Meeting, the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, Cartica urges you to read this material carefully and vote your shares.
This proxy statement is dated December 9, 2024 and is first being mailed to shareholders of Cartica on or about December 10, 2024.
| By Order of the Board of Directors of | |
| Cartica Acquisition Corp | |
| /s/ Suresh Guduru | |
| Suresh Guduru | |
| Chief Executive Officer and Chairman of the Board | |
| December 9, 2024 |
TABLE OF CONTENTS
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| Page | |
| BENEFICIAL OWNERSHIP OF SECURITIES | 48 |
| HOUSEHOLDING INFORMATION | 50 |
| WHERE YOU CAN FIND MORE INFORMATION | 51 |
| ANNEX A | A-1 |
| ANNEX B | B-1 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Carticas current views with respect to, among other things, Carticas capital resources and results of operations. Likewise, Carticas financial statements and all of Carticas statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as outlook, believes, expects, potential, continues, may, will, should, could, seeks, approximately, predicts, intends, plans, estimates, anticipates or the negative version of these words or other comparable words or phrases.
The forward-looking statements contained in this proxy statement reflect Carticas current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Cartica does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
| Carticas ability to complete an initial business combination, including the Nidar Business Combination; |
| Carticas ability to maintain a listing on the Nasdaq Capital Market following the Redemption and prior to completing an initial business combination; |
| the anticipated benefits of an initial business combination; |
| the volatility of the market price and liquidity of the ClassA Ordinary Shares and other securities of Cartica; and |
| the use of funds not held in the Trust Account or available to Cartica from interest income on the Trust Account balance. |
While forward-looking statements reflect Carticas good faith beliefs, they are not guarantees of future performance. Cartica disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Carticas future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled Risk Factors in Carticas Annual Report on Form10-K for the year ended December31, 2023, as filed with the Securities and Exchange Commission (the SEC ) on April1, 2024 and in other reports Cartica files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Cartica (or to third parties making the forward-looking statements).
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to Cartica shareholders. Shareholders are urged to read carefully this entire proxy statement, including Annex A and Annex B and the other documents referred to herein, to fully understand the proposals to be presented at the Special Meeting and the voting procedures for the Special Meeting, which will be held on December 26, 2024, at 9:00 a.m. Eastern Time or at such other time and on such other date to which the Meeting may be adjourned. You will be permitted to attend the Special Meeting in person at the offices of Ellenoff Grossman Schole LLP. If you would like to attend in person you are requested to confirm your attendance at least two business days in advance of the Special Meeting by contacting Ellenoff Grossman Schole LLP, c/o C. Brian Coad, 1345 Avenue of the Americas, New York, New York, 10105.
| Q: | Why am I receiving this proxy statement? | |
| A: | Cartica is a blank check company incorporated as a Cayman Islands exempted company on February3, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On January7, 2022, Cartica consummated its initial public offering of 23,000,000 units, each consisting of one ClassA Ordinary Share and one redeemable warrant to purchase one-half (1/2) of one ClassA Ordinary Share at an exercise price of $11.50 per share, generating an aggregate amount of gross proceeds of $230,000,000. Simultaneously with the closing of the initial public offering, Cartica consummated the private placement of an aggregate of 15,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $15,900,000. The initial public offering and the private placement generated an aggregate amount of gross proceeds of $245,900,000 to Cartica. |
Like most blank check companies, Carticas Charter provides for the return of the initial public offering proceeds held in trust to the holders of Public Shares if there is no qualifying business combination(s) consummated originally on or before July 7, 2023.
On June30, 2023, Cartica held an extraordinary general meeting in lieu of an annual meeting at which its shareholders approved, among other things, the First Extension.
On April3, 2024, Cartica held another extraordinary general meeting in lieu of an annual general meeting of shareholders at which its shareholders approved, among other things, the Second Extension.
On June24, 2024, Cartica entered into the Business Combination Agreement, by and among Cartica, Nidar, and the 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, Merger Sub will merge with and into Cartica, with Cartica continuing as the Surviving Entity, followed by the merger of the Surviving Entity with and into Nidar, with Nidar continuing as the surviving company. As a result of the Nidar Business Combination, Nidar will continue as the parent/public company. For more information about the Nidar Business Combination, see Carticas Current Report on Form8-K filed with the SEC on June24, 2024, as well as the Registration Statement on FormF-4 filed by Nidar with the SEC on November13, 2024 in connection with the Nidar Business Combination.
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While Cartica is using its best efforts to complete the Nidar Business Combination as soon as practicable, Carticas Board currently believes that there will not be sufficient time before January7, 2025 to consummate the Nidar Business Combination. Therefore, the Board has determined that it is in the best interests of Carticas shareholders to extend the date by which Cartica has to consummate an initial business combination to the Third Charter Extension Date to provide Cartica more time to complete the Nidar Business Combination, as well as to provide additional flexibility to wind up our operations prior to the Third Charter Extension Date.
| Q: | When and where is the Special Meeting? |
| A: | The Special Meeting will be held at the office of Ellenoff Grossman Schole LLP at 1345 Avenue of the Americas, New York, New York 10105. You will be permitted to attend the Special Meeting in person at the offices of Ellenoff Grossman Schole LLP. If you would like to attend in person you are requested to confirm your attendance at least two business days in advance of the Special Meeting by contacting Ellenoff Grossman Schole LLP, c/o C. Brian Coad, 1345 Avenue of the Americas, New York, New York, 10105. The Special Meeting will start at 9:00 a.m. Eastern Time, on December 26, 2024. |
| Q: | What are the specific proposals on which I am being asked to vote at the Special Meeting? |
| A: | Cartica shareholders are being asked to consider and vote on the following proposals: |
| 1. | Proposal No.1-Third Extension Amendment Proposal -To approve, by way of special resolution, the Third Extension Amendment Proposal and that the Charter be amended as set out in Annex A attached to this proxy statement; | |
| 2. |
Proposal No. 2 - Redemption Limitation Amendment Proposal - To eliminate, by way of special resolution, from the Charter the limitation that Cartica may not redeem Public Shares (as defined below) to the extent that such redemption would result in Cartica having net tangible assets of less than US$5,000,001 in order to allow Cartica to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation and that the Charter be amended as set out in Annex B to the proxy statement; and |
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| 3. | Proposal No.3-Adjournment Proposal -To adjourn, by way of ordinary resolution, the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the other proposals. |
| Q: |
Why is Cartica proposing the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal? |
| A: | Carticas Charter provides for the return of the initial public offering proceeds held in trust to the holders of Public Shares if there is no qualifying business combination consummated on or before January7, 2025. The purpose of the Third Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Cartica additional time to complete the Nidar Business Combination or another initial business combination. |
Without the Third Charter Extension, Cartica believes that it will not be able to complete the Nidar Business Combination on or before January7, 2025. If that were to occur, Cartica would be forced to liquidate.
Carticas Charter provides that that Cartica may not redeem Public Shares to the extent that such redemption would result in Cartica having net tangible assets of less than $5,000,001. Without the Redemption Limitation Amendment, Cartica may not be able to implement the Third Charter Extension or complete the Nidar Business Combination or another initial business combination if following redemptions in connection with the Third Charter Extension or upon the consummation of the Nidar Business Combination Cartica has net tangible assets of less than $5,000,001 even if shareholders approve the Third Charter Extension and the Nidar Business Combination or if all contractual conditions to closing the Nidar Business Combination are met.
In addition, Carticas securities are listed on Nasdaq and have been since the consummation of its initial public offering. Cartica believes that Nasdaq has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore rely on this rule to avoid being treated as a penny stock. Therefore, the inclusion of the Redemption Limitation in the Charter is unnecessary.
If the Third Extension Amendment Proposal and/or the Redemption Limitation Amendment Proposal would not be approved based on tabulated votes, Cartica may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Third Charter Extension and/or the Redemption Limitation Amendment. If the Adjournment Proposal is not approved by Carticas shareholders, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Third Extension Amendment Proposal and/or the Redemption Limitation Amendment Proposal.
Cartica reserves the right at any time to postpone or cancel the Special Meeting and not to submit to its shareholders any of the proposals. In the event the Special Meeting is cancelled, and Cartica does not complete the Nidar Business Combination on or prior to January7, 2025, Cartica will dissolve and liquidate in accordance with its Charter.
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| Q: | What vote is required to approve the proposals presented at the Special Meeting? |
| A: | The approval of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal require a special resolution of the Company, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by of those holders of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. |
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon.
A Cartica shareholder who attends the Special Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending its duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such Cartica shareholder will be counted) for the purposes of determining whether a quorum is present at the Special Meeting. The presence, in person or by proxy or by duly authorized representative, at the Special Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Special Meeting shall constitute a quorum for the Special Meeting.
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At the Special Meeting, only those votes which are actually cast, either FOR or AGAINST, the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal, will be counted for the purposes of determining whether the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal (as the case may be) is approved, and any Ordinary Shares which are not voted at the Special Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal.
| Q: | Why should I vote FOR the Third Extension Amendment Proposal? |
| A: | Cartica believes shareholders will benefit from Cartica consummating the Nidar Business Combination or another initial business combination and is proposing the Third Extension Amendment Proposal to extend the date by which Cartica has to complete a business combination until the Third Charter Extension Date. Without the Third Charter Extension, Cartica believes that it will not be able to complete the Nidar Business Combination on or before January7, 2025. If that were to occur, Cartica would be forced to liquidate. |
| Q: | Why should I vote FOR the Redemption Limitation Amendment Proposal? |
| A: | Cartica believes shareholders will benefit from Cartica implementing the Third Charter Extension and is proposing the Redemption Limitation Amendment Proposal to delete the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption (including as a result of the Redemption Limitation Amendment Proposal or in connection with the Nidar Business Combination or another initial business combination) such that Carticas net tangible assets would be less than $5,000,001 following the redemptions, it would be unable to implement the Third Charter Extension or complete the Nidar Business Combination or another initial business combination. |
| Q: | Why should I vote FOR the Adjournment Proposal? |
| A: | If the Adjournment Proposal is not approved by Carticas shareholders, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Third Extension Amendment Proposal. |
If presented, the Board recommends that you vote in favor of the Adjournment Proposal.
| Q: | Are the proposals conditioned on one another? |
| A: | Approval of the Third Extension Amendment Proposal is a condition to the approval of the Redemption Limitation Amendment Proposal. In addition, the Company will not proceed with the Charter Extension unless (i)the Redemption Limitation Amendment Proposal is approved or (ii)if Cartica will have at least $5,000,001 of net tangible assets following approval of the Third Extension Amendment Proposal, after taking into account the redemptions. |
| Q: | How will the Sponsor and Carticas directors and officers vote? |
| A: | The Sponsor and Carticas directors and officers have advised Cartica that they intend to vote any Ordinary Shares over which they have voting control in favor of the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if necessary, the Adjournment Proposal. |
The Sponsor may enter into arrangements with a limited number of shareholders pursuant to which such shareholders would agree not to redeem the Public Shares beneficially owned by them in connection with the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. The Sponsor may provide such shareholders either Founder Shares or membership interests in the Sponsor pursuant to such arrangements.
Holders of Founder Shares, including the Sponsor and Carticas directors and officers and their respective affiliates, are not entitled to redeem any Founder Shares held by them in connection with the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 700,000 ClassB Ordinary Shares and 4,750,000 ClassA Ordinary Shares, representing approximately 68.1% of Carticas issued and outstanding Ordinary Shares.
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| Q: |
What if I do not want to vote FOR the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal? |
| A: | If you do not want the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal to be approved, you may ABSTAIN, not vote, or vote AGAINST such proposal. |
If you attend the Special Meeting in person or by proxy, you may vote AGAINST the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal (as the case may be) are approved.
However, if you fail to attend the Special Meeting in person or by proxy, or if you do attend the Special Meeting in person or by proxy but you ABSTAIN or otherwise fail to vote at the Special Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Special Meeting will have no effect on the outcome of such votes.
If the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.
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| Q: | Will you seek any further extensions to liquidate the Trust Account? |
| A: | Other than as described in this proxy statement, Cartica does not currently anticipate seeking any further extension to consummate the Nidar Business Combination or another initial business combination beyond the Third Charter Extension Date. |
| Q: | What happens if the Third Extension Amendment Proposal is not approved? |
| A: | If there are insufficient votes to approve the Third Extension Amendment Proposal, Cartica may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Third Charter Extension. |
If the Third Extension Amendment Proposal is not approved at the Special Meeting or at any postponement or adjournment thereof, the Nidar Business Combination or another initial business combination is not completed on or before January7, 2025, Cartica 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 subject to lawfully available funds therefor, redeem 100% of 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 Cartica to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii)as promptly as reasonably possible following such redemption, subject to the approval of Carticas remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii)and (iii)to Carticas obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Holders of Founder Shares, including the Sponsor and the officers and directors of Cartica, waived their rights to participate in any liquidation distribution with respect to the Founder Shares held by them. There will be no distribution from the Trust Account with respect to Carticas warrants, which will expire worthless in the event Cartica dissolves and liquidates the Trust Account.
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| Q: | If the Third Extension Amendment Proposal is approved, what happens next? |
| A: | If the Third Extension Amendment Proposal is approved, Cartica will continue to attempt to consummate the Nidar Business Combination or another initial business combination until the Third Charter Extension Date. Cartica will file the special resolution approving the Third Extension Amendment Proposal and the amendment to the Charter as set out in Annex A hereto with the Registrar of Companies of the Cayman Islands and will continue its efforts to obtain approval of the Nidar Business Combination or another initial business combination at an extraordinary general meeting and consummate the closing of the Nidar Business Combination or another initial business combination on or before the Third Charter Extension Date. |
If the Third Extension Amendment Proposal is approved, during the Extension Period the Sponsor and/or its designees will make Contributions to Cartica (a) $0.03 per Public Share for each month (commencing on January 8, 2025 and on the 7 th day of each subsequent month) until April 7, 2025, (b) $0.04 per Public Share for each month (commencing on April 8, 2025 and on the 7 th day of each subsequent month) until July 7, 2025, and (c) $0.05 per Public Share for each month (commencing on July 8, 2025 and on the 7 th day of each subsequent month) until October 7, 2025, or portion thereof in each case, that is needed to complete an initial business combination which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Third Charter Extension and the length of the Extension Period that will be needed to complete the initial business combination. For example, if Cartica takes until October 7, 2025 to complete its initial business combination, the Sponsor and/or its designees would make aggregate Contributions of approximately $0.36 for each Public Share that is not redeemed.
If the Third Extension Amendment Proposal is approved, Cartica has agreed to waive its right to withdraw up to $100,000 of interest accrued on the Trust Account to pay dissolution expenses, should Cartica ultimately liquidate without consummuating an initial business combination. As a result, Cartica will not withdraw up to $100,000 of interest, as permitted by its amended and restated memorandum and articles of association, for such dissolution expenses upon liquidation, and up to $100,000 of any interest accrued will be held in the Trust Account and will, subject to applicable law, be released to public shareholders upon the redemption of 100% of the Public Shares if the Company is unable to complete its initial business combination by October7, 2025 or such earlier date as determined by Carticas board of directors.
If the Third Extension Amendment Proposal is approved, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Cartica held by Carticas officers, directors, the Sponsor and its affiliates. In addition, Carticas Charter provides that Cartica cannot redeem or repurchase Public Shares to the extent such redemption would result in Carticas failure to have at least $5,000,001 of net tangible assets. As a result, Cartica will not proceed with the Third Charter Extension unless the Redemption Limitation Amendment Proposal is approved orif Cartica will have at least $5,000,001 of net tangible assets following approval of the Third Extension Amendment Proposal, after taking into account the redemptions.
| Q: | What happens if the Redemption Limitation Amendment Proposal is not approved? |
| A: |
If there are insufficient votes to approve the Redemption Limitation Amendment Proposal, Cartica may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Redemption Limitation Amendment Proposal. If the Redemption Limitation Amendment Proposal is not approved at the Special Meeting or at any adjournment thereof and following Redemptions in connection with the Third Charter Extension Cartica doesnt meet the Redemption Limitation, then the Third Charter Extension will not be implemented and if the Nidar Business Combination or another initial business combination is not completed on or before January 7, 2025, then as contemplated by and in accordance with the Charter, Cartica 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 subject to lawfully available funds therefor, redeem 100% of 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 Cartica to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Carticas remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Carticas obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Additionally, if the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because Cartica does not take action to increase its net tangible assets or because its attempt to do so is not successful, then Cartica will not proceed with the the Third Charter Extension and Cartica will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholders account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Cartica has not completed the Nidar Business Combination or another initial business combination by January 7, 2025. Holders of Founder Shares, including the Sponsor and the officers and directors of Cartica, waived their rights to participate in any liquidation distribution with respect to the Founder Shares held by them. There will be no distribution from the Trust Account with respect to Carticas warrants, which will expire worthless in the event Cartica dissolves and liquidates the Trust Account. |
7
| Q: |
If I vote for or against the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, do I need to request that my shares be redeemed? |
| A: | Yes. Whether you vote for or against the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, or do not vote at all, you may elect to redeem your shares. However, you will need to submit a redemption request for your shares if you choose to redeem. |
| Q: | Will how I vote affect my ability to exercise Redemption rights? |
| A: | No.You may exercise your Redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Public Shares of Cartica on the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal (for or against) or any other proposal described by this proxy statement. As a result, the Third Charter Extension or the Redemption Limitation Amendment can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq. |
| Q: | MayI change my vote after I have mailed my signed proxy card? |
| A: | Yes. You may change your vote by: |
| entering a new vote by Internet or telephone; |
| sending a later-dated, c/o Ellenoff Grossman Schole LLP, 1345 Avenue of the Americas, New York, NY10105, Attn: Chief Executive Officer, so that it is received by Carticas Chief Executive Officer on or before the Special Meeting; or |
| attending and voting during the Special Meeting. |
| You also may revoke your proxy by sending a notice of revocation to Carticas Chief Executive Officer, which must be received by Carticas Chief Executive Officer on or before the Special Meeting. Attending the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. |
8
| Q: | How are votes counted? |
| A: | Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count FOR and AGAINST votes, ABSTAIN and broker non-votes. The approval of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal require a special resolution of the Company, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by of those holders of Ordinary Shares, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. |
| Shareholders who attend the Special Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Special Meeting. The presence, in person or by proxy or by duly authorized representative, at the Special Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Special Meeting shall constitute a quorum for the Special Meeting. |
| At the Special Meeting, only those votes which are actually cast, either FOR or AGAINST, the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal, will be counted for the purposes of determining whether the Third Extension Amendment Proposal , the Redemption Limitation Amendment Proposal or the Adjournment Proposal (as the case may be) is approved, and any Ordinary Shares which are not voted at the Special Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal. |
| Q: | If my shares are held in street name, will my broker, bank or nominee automatically vote my shares for me? |
| A: | No.Under the rulesof various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Cartica believes that all of the proposals presented to the shareholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a broker non-vote. Broker non-votes will be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no effect on the outcome of any vote on the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal. |
9
| Q: | What constitutes a quorum at the Special Meeting? |
| A: | The holders of a majority of the issued and outstanding Ordinary Shares entitled to vote as of the Record Date at the Special Meeting must be present, in person or by proxy (or, in the case of a holder which is a corporation or other non-natural person, by its duly authorized representative or proxy), at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. Holders of Founder Shares, including the Sponsor, who beneficially owns approximately 68.1% of Carticas issued and outstanding Ordinary Shares, will count towards this quorum. As a result, no Public Shares would be required to be present at the Special Meeting to achieve a quorum. |
| Q: | How do I vote? |
| A: | If you were a holder of record of Ordinary Shares on November27, 2024, the Record Date for the Special Meeting, you may vote with respect to the proposal yourself at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
| Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 12:00 p.m.Eastern Time, on December24, 2024 . |
| Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering the voter control number included on your proxy card. |
| Voting by Telephone. If available, you may dial the telephone number as provided on the proxy card and follow the instructions. |
10
| Q: |
Does the Board recommend voting FOR the approval of the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal? |
| A: | Yes. After careful consideration of the terms and conditions of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Board has determined that the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are in the best interests of Cartica and its shareholders. The Board recommends that Carticas shareholders vote FOR the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. |
| Additionally, the Board has determined that the Adjournment Proposal is in the best interests of Cartica and its shareholders and recommends that Carticas shareholders vote FOR the Adjournment Proposal. |
| Q: |
What interests do Carticas directors and officers have in the approval of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal? |
| A: | Carticas directors and officers have interests in the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of the Founder Shares and Private Placement Warrants. See the section entitled Special Meeting of Cartica Shareholders-Interests of the Sponsor and Carticas Directors and Officers in this proxy statement. |
| Q: | Do I have appraisal rights or dissenters rights if I object to the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal? |
| A: | No.There are no appraisal rights available to Carticas shareholders in connection with the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. |
| Q: | If I am a holder of Public Warrants (defined below), can I exercise redemption rights with respect to my Public Warrants? |
| A: | No.The holders of warrants issued in connection with Carticas initial public offering which are exercisable for one-half (1/2) of one ClassA Ordinary Share at an exercise price of $11.50 per ClassA Ordinary Share (the Public Warrants ) have no redemption rights with respect to such Public Warrants. |
11
| Q: | What do I need to do now? |
| A: | You are urged to read carefully and consider the information contained in this proxy statement, including Annex A and Annex B, and to consider how the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| Q: | How do I exercise my redemption rights? |
| A: | In connection with the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal and contingent upon the approval of the Third Charter Extension and the Redemption Limitation Amendment Proposal, Carticas shareholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Special Meeting, including interest earned on the funds held in the Trust Account and not previously released to Cartica to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus dated January6, 2022, filed in connection with Carticas initial public offering. |
| In order to exercise your redemption rights, you must, on or before 5:00 p.m., Eastern Time, on December23, 2024 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Cartica redeem your Public Shares for cash to Continental Stock Transfer Trust Company, LLC, Carticas transfer agent, at the following address: |
12
Continental
Stock Transfer Trust Company
Cartica
shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to
obtain physical certificates from the transfer agent and time to effect delivery. It is Carticas understanding that Cartica shareholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Cartica does not have any
control over this process and it may take longer than two weeks. Cartica shareholders who hold their shares in street name will have
to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
Cartica
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name
are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two
business days prior to the vote on the proposal to approve the Third Extension Amendment Proposal at the Special Meeting, or to deliver
their shares to the transfer agent electronically using the DTCs DWAC system, at such shareholders option.
The requirement
for physical or electronic delivery prior to the Special Meeting ensures that a redeeming shareholders election to redeem is irrevocable
once the Third Extension Amendment Proposal and
the Redemption Limitation Amendment Proposal are approved
.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the brokers discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
Any demand
for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with our
consent. Furthermore, if a holder of Public Shares delivers the certificate representing such holders shares in connection with
the Redemption and subsequently decides prior to the deadline for exercising redemption requests not to elect to exercise such rights,
such holder may request that the transfer agent return the certificate (physically or electronically). You may make such request by contacting
our transfer agent at the email address or mailing address listed herein.
13
14
Cartica Acquisition Corp
Karen Smith
Continental
Stock Transfer Trust Company
15
You
should consider carefully all of the risks described in our Annual Report on Form10-K for the fiscal year ended December31,
2023 filed with the SEC on April1, 2024, our Quarterly Reports on Form10-Q filed with the SEC on August21, 2024, May15,
2024, and November14, 2024 and in the other reports we file with the SEC before making a decision to invest in our securities.
Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely
affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part
of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional
risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that
adversely affect our business, financial condition and operating results or result in our liquidation.
Market
conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability
to consummate a business combination.
In
recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions
remain uncertain, including as a result of the COVID-19 pandemic, supply chain disruptions, the Ukraine-Russia conflict, instability
in the U.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and high inflation and
the possibility of a recession. A significant downturn in economic conditions may make it more difficult for us to consummate a business
combination.
We
cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally, or in any industry.
If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition,
operating results and our ability to consummate a business combination could be adversely affected. For example, in January2023,
the outstanding national debt of the U.S. government reached its statutory limit. The U.S. Department of the Treasury (the
Treasury
Department
) has announced that, since then, it has been using extraordinary measures to prevent the U.S. governments
default on its payment obligations, and to extend the time that the U.S. government has to raise its statutory debt limit or otherwise
resolve its funding situation. The failure by Congress to raise the federal debt ceiling could have severe repercussions within the U.S.
and to global credit and financial markets. If Congress does not raise the debt ceiling, the U.S. government could default on its payment
obligations, or experience delays in making payments when due. A payment default or delay by the U.S. government, or continued uncertainty
surrounding the U.S. debt ceiling, could result in a variety of adverse effects for financial markets, market participants and U.S. and
global economic conditions. In addition, U.S. debt ceiling and budget deficit concerns have increased the possibility a downgrade in
the credit rating of the U.S. government and could result in economic slowdowns or a recession in the U.S. Although U.S. lawmakers have
passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the
long-term sovereign credit rating on the United States as a result of disputes over the debt ceiling. The impact of a potential downgrade
to the U.S. governments sovereign credit rating or its perceived creditworthiness could adversely affect economic conditions,
as well as our business, financial condition, operating results and our ability to consummate a business combination.
Our Sponsor, directors and officers own
a substantial number of shares of our Ordinary Shares and can approve the Third Extension Amendment Proposal and the Redemption Limitation
Amendment Proposal without the vote of other shareholders.
Our Sponsor currently owns approximately 68.1% of the outstanding Ordinary
Shares entitled to vote at the Special Meeting and plans to vote all of Ordinary Shares it owns in favor of the Third Extension Amendment
Proposal and the Redemption Limitation Amendment Proposal. Assuming that our Sponsor votes all its Ordinary Shares at the Special Meeting,
the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal can be approved at the Special Meeting even if
none of our public shareholders approve the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal.
16
There are no assurances that the Third Charter Extension will
enable us to complete a business combination.
Approving
the Third Charter Extension involves a number of risks. Even if the Third Charter Extension is approved, the Company can provide no assurances
that a business combination will be consummated prior to the Third Charter Extension Date. Our ability to consummate the Nidar Business
Combination or an alternative business combination is dependent on a variety of factors, many of which are beyond our control.
We are required to offer
shareholders the opportunity to redeem shares in connection with the Third Extension Amendment Proposal or the Redemption Limitation Amendment
Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the
Nidar Business Combination. Even if the Third Charter Extension or the Nidar Business Combination is approved by our shareholders, it
is possible that redemptions will leave us with insufficient cash to consummate the Nidar Business Combination on commercially acceptable
terms, or at all. The fact that we will have separate redemption periods in connection with the Third Charter Extension and the Nidar
Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders
may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile,
and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
17
Our
securities will be suspended from trading on Nasdaq and delisted if we do not consummate the Nidar Business Combination or another initial
business combination by January4, 2025. Any trading suspension or delisting could have a material adverse effect on the trading
of our securities and may adversely affect our ability to consummate the Nidar Business Combination or another initial business combination.
Our
initial public offering registration statement was declared effective by the SEC on January4, 2022 and our securities are currently
listed on the Nasdaq Capital Market. Pursuant to our Amended and Restated Memorandum and Articles of Association, we have until January7,
2025 (the
36-Month Date
) to consummate the Nidar Business Combination or another initial business combination. However,
Nasdaqs rulescurrently require SPACs (such as us) to satisfy certain listing conditions, including the requirement that
a SPAC must complete one or more business combinations within 36 months following 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 be subject to a
suspension of trading and delisting from Nasdaq.
Under
the previous Nasdaq rule, a SPAC not in compliance with the 36-Month Requirement could request a hearing before the hearing panel of
Nasdaq (the
Hearing Panel
), which would have the effect of staying any potential delisting. However, in rulesthat
became effective on October7, 2024 (the
New Nasdaq Rules
), which includes removing the stay relating to the
36-Month Requirement Under the New Nasdaq Rules, a SPACs Nasdaq-listed securities will be immediately suspended from trading through
the pendency of the Hearing Panels review. In addition, the scope of the Hearing Panels review is limited, as the Hearing
Panel may only reverse a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a
Staff Delisting
Determination
) where it determines that the Staff Delisting Determination was made in error and that the SPAC never failed
to satisfy the 36-Month Requirement. In such cases, the Hearing Panel is no longer able to consider facts indicating that the SPAC had
regained compliance since the date of the Staff Delisting Determination, nor may the Hearing 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 will apply to list its securities on Nasdaq
pursuant to the normal application review process. The New Nasdaq Rulescontained a list of deficiencies that would immediately
result in a Staff Delisting Determination, which includes noncompliance with the 36-Month Requirement.
Accordingly, unless we are
able to consummate the Nidar Business Combination on or prior to 36-Month Date, our Extension Period will not be in compliance with the
New Nasdaq Rules even if the Third Extension Amendment Proposal is approved by our shareholders, and our securities will be suspended
from trading on Nasdaq and delisted. If Nasdaq completes the delisting of our securities from its exchange and we are not able to list
our securities on another national securities exchange, our securities will likely be quoted on an over-the-counter market (the
OTC
Markets
).
If this were to occur, we
could face significant material adverse consequences, including:
18
In addition, if our securities
are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities
regulation and additional compliance costs. We intend to maintain the ability for our securities to be quoted on the OTC Markets until
the consummation of the Nidar Business Combination or another initial business combination or earlier liquidation.
Furthermore, if Nasdaq delists
the Companys securities from trading on its exchange and the Company is not able to list its securities on another national securities
exchange, it may affect the Companys ability to consummate a business combination. The fact that the Companys securities
are not listed on Nasdaq may present certain challenges to listing the a post business combination combined companys securities
on Nasdaq, such as the post business combination combined companys ability to meet the listing requirements for Nasdaq, like the
minimum per share bid price and the market value of unrestricted publicly held shares.
If our securities are delisted
from Nasdaq, the Companys Class A Ordinary Shares could become subject to the regulations of the SEC relating to the market for
penny stocks. Under Rule 419 of the Securities Act of 1933, as amended (the
Securities Act
), the term
blank check company means a company that (i) is a development stage company that has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity
or person; and (ii) is issuing penny stock, as defined in Rule 3a51-1 under the Exchange Act. Under Rule 3a51-1, the term
penny stock means any equity security, unless it fits within certain enumerated exclusions including being listed on a national
securities exchange, such as Nasdaq (Rule 3a51-1(a)(2)) (the Exchange Rule). The Company currently relies on the Exchange
Rule to not be deemed a penny stock issuer (and consequently a blank check company under Rule 419). If the Company is deemed
a blank check company as defined under Rule 419, it may become subject to additional restrictions on the trading of its
securities. Among those restrictions is that brokers trading in the securities of a blank check company under Rule 419 adhere to more
stringent rules, including being subject to the depository requirements of Rule 419.
The penny stock
rules are burdensome and may reduce the trading activity for the Companys Class A Ordinary Shares. For example, brokers trading
in the Companys Class A Ordinary Shares would be required to deliver a standardized risk disclosure document, which specifies information
about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide the customer
with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction, and monthly
account statements indicating the market value of each penny stock held in the customers account. In addition, the penny stock
rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer must make
a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. If the Companys Class A Ordinary Shares are a penny stock, these disclosure requirements
may have the effect of reducing the trading activity in the secondary market for the Companys Class A Ordinary Shares. If the Companys
Class A Ordinary Shares are subject to the penny stock rules, the holders of such Class A Ordinary Shares may find it more
difficult to sell their shares. This may also result in us no longer being an attractive merger partner if our securities are no longer
listed on an exchange, which may impact our ability to complete a business combination.
The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as covered securities. Since the Companys Class A Ordinary Shares and warrants are listed on Nasdaq,
such securities qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered
securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding
of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware
of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities
regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if the Class A Ordinary Shares and warrants were no longer listed on Nasdaq, these
securities would not qualify as covered securities under such statute and the Company would be subject to regulation in each state in
which it offers its securities, including in connection with our initial business combination, which may make it more difficult and costly
to complete a business combination. In addition, our securityholders could be prohibited from trading in our securities absent our registration
in the state where such securityholder lives. To date we have not registered our securities in any State, and do not currently plan to
do so. This may make it difficult or impossible for our securityholders to trade in our securities.
19
Changes to laws or regulations or in how
such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications,
may adversely affect our business, including our ability to negotiate and complete our initial business combination.
We
are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state
and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially
other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to
comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional
laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes
could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination.
A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,
including our ability to negotiate and complete an initial business combination.
On
January24, 2024, the SEC adopted a series of new rulesrelating to SPACs (the
SPAC Rules
) requiring,
among other items, (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 SPAC
initial business combinations (de-SPAC transactions); (iii)the use of projections by SPACs in SEC filings in connection
with proposed business combination transactions; and (iv)both the SPAC and the target companys status as co-registrants
on de-SPAC transaction registration statements.
In
addition, the SECs 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.
Compliance
with the SPAC Rulesand related guidance may increase the costs of and the time needed to negotiate and complete an initial business
combination, may constrain the circumstances under which we could complete an initial business combination.
We
may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the
target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
Certain
acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign
laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond
the period of time that would permit an initial business combination to be consummated with us, we may not be able to consummate a business
combination with such target.
Among
other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than
a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S.
law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require
certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect
national security are subject to review by the Committee on Foreign Investment in the United States (
CFIUS
). CFIUS
is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons
in order to determine the effect of such transactions on the national security of the United States.
20
Outside
the United States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated
or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including
telecommunications), or in businesses relating to a countrys culture or heritage may be implicated.
U.S.
and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval
of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able
to consummate a transaction with that potential target.
As
a result of these various restrictions, the pool of potential targets with which we could complete an initial business combination may
be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover,
the process of government review could be lengthy. Because we have only a limited time to complete our initial business combination,
our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public
shareholders may only receive $11.68 per share (as of December 6, 2024 and before taking into account the removal of the accrued interest
in the Trust Account to pay our taxes), and our warrants will expire worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined
company.
If we are deemed to be an investment
company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be
restricted, which may make it difficult for us to complete our initial business combination.
As
described above, the SECs adopting release with respect to the SPAC Rulesprovided guidance describing the extent to which
SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment
company will be a question of facts and circumstances. We can give no assurance that a claim will not be made that we have been operating
as an unregistered investment company.
If we are deemed to
be an investment company under the Investment Company Act, our activities may be restricted, including:
21
In addition, we may be imposed of burdensome
requirements, including:
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities
do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SECs investment
company definition and guidance and intend to identify and complete an initial business combination with an operating business, and not
with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.
We
do not believe that our business activities will subject us to the Investment Company Act. To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, in January2024, we instructed the trustee 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 until the earlier of the consummation of our initial business combination or our liquidation.
However,
if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would
be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify
our activities so that we would not be deemed an investment company, we may abandon our efforts to complete a business combination and
instead liquidate the Company. Our public shareholders may receive only approximately $11.68 per share on the liquidation of our Trust
Account (as of December 6, 2024 and before taking into account the removal of the accrued interest in the Trust Account to pay our taxes) and
our warrants will expire worthless.
THE
SPECIAL MEETING OF CARTICA SHAREHOLDERS
This
proxy statement is being provided to Cartica shareholders as part of a solicitation of proxies by the Board for use at the Special Meeting
to be held on December26, 2024, and at any postponement or adjournment thereof. This proxy statement contains important information
regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining
how to vote and voting procedures.
This
proxy statement is being first mailed on or about December 10, 2024 to all shareholders of record of Cartica as of November27, 2024, the
Record Date for the Special Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are
entitled to receive notice of, attend and vote at the Special Meeting.
Date,
Time and Place of Special Meeting
The
Special Meeting will be held at 9:00 a.m. Eastern Time, on December 26, 2024 at the office of Ellenoff Grossman Schole LLP at 1345
Avenue of the Americas, New York, New York 10105. You will be permitted to attend the Special Meeting in person at the offices of Ellenoff
Grossman Schole LLP. If you would like to attend in person you are requested to confirm your attendance at least two business days
in advance of the Special Meeting by contacting Ellenoff Grossman Schole LLP, c/o C. Brian Coad, 1345 Avenue of the Americas, New
York, New York, 10105. The Special Meeting may be held at such other date, time and place to which such meeting may be adjourned, to
consider and vote on the proposals.
22
The
Proposals at the Special Meeting
At
the Special Meeting, Cartica shareholders will consider and vote on the following proposals:
As
a shareholder of Cartica, you have a right to vote on certain matters affecting Cartica. The proposals that will be presented at the
Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will
be entitled to vote or direct votes to be cast at the Special Meeting if you owned Ordinary Shares at the close of business on November27,
2024, which is the Record Date for the Special Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the
close of business on the Record Date. If your shares are held in street name or are in a margin or similar account, you
should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted.
On the Record Date, there were 7,999,422 issued and outstanding Ordinary Shares, of which 6,999,422 ClassA Ordinary Shares are
held by Cartica public shareholders as well as our Sponsor, and 1,000,000 ClassB Ordinary Shares are held by the Sponsor and former
directors of the Board.
23
The
Board unanimously recommends that you vote For each of these proposals.
Holders
of our Ordinary Shares that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their
shares. We believe that each of the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Adjournment
Proposal is a non-routine matter, and therefore, banks or brokerages cannot use discretionary authority to vote shares on
such proposals if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.
Quorum
and Required Vote for the Proposals for the Special Meeting
The
approval of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution, being
the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by of those holders of Ordinary Shares who,
being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
Approval
of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares present
themselves or represented by proxy at the Special Meeting and entitled to vote thereon.
Shareholders
who attend the Special Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly
authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for
the purposes of determining whether a quorum is present at the Special Meeting. The presence, in person or by proxy or by duly authorized
representative, at the Special Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at
the Special Meeting shall constitute a quorum for the Special Meeting. Holders of Founder Shares, including the Sponsor, who beneficially
owns approximately 68.1% of Carticas issued and outstanding Ordinary Shares, will count towards this quorum. As a result, no Class
A Ordinary Shares would be required to be present at the Special Meeting to achieve a quorum .
At
the Special Meeting, only those votes which are actually cast, either FOR or AGAINST, the Third Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal, will be counted for the purposes of determining
whether the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Adjournment Proposal (as the case
may be) is approved, and any Ordinary Shares which are not voted at the Special Meeting will have no effect on the outcome of such votes.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and
will have no effect on the outcome of the vote on the Third Extension Amendment Proposal, the Redemption Limitation Amendment Proposal,
or the Adjournment Proposal.
It
is possible that Cartica will not be able to complete the Nidar Business Combination or another initial business combination by the Third
Charter Extension Date if the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved. In such
event, Cartica will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the
public shareholders.
Voting
Your Shares-Shareholders of Record
If
you are a Cartica shareholder of record, you may vote in person, by mail,Internet or telephone. Each Ordinary Share that you own
in your name entitles you to one vote on each of the proposals for the Special Meeting. Your one or more proxy cards show the number
of Ordinary Shares that you own.
24
Voting
by Mail.
You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid
envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the
individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend
the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please
sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in street name through
a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure
that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions
on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board recommends voting FOR
the Third Extension Amendment Proposal, FOR the Redemption Limitation Amendment Proposal, and FOR the Adjournment
Proposal. Votes submitted by mail must be received by 12:00 p.m. Eastern Time, on December24, 2024.
Voting
by Internet.
Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting
the web address on the proxy card and entering the voter control number included on your proxy card.
Voting
by Telephone.
If available, you may dial the telephone number as provided on the proxy card and follow the instructions.
Voting
Your Shares-Beneficial Owners
If
your shares are registered in the name of your broker, bank or other agent, you are the beneficial owner of those shares
and those shares are considered as held in street name. If you are a beneficial owner of shares registered in the name
of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that
organization rather than directly from Cartica. Simply complete and mail the proxy card to ensure that your vote is counted. You may
be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet
and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return
your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Special Meeting, you must first obtain
a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Special Meeting. Follow the instructions
from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.
After
obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Special Meeting, you must submit
proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental Stock Transfer
Trust Company. Requests for registration should be directed to proxy@continentalstock.com. Written requests can be mailed to:
Continental
Stock Transfer Trust Company
Email: Spacredemptions@continentalstock.com
Requests
for registration must be labeled as Legal Proxy and be received no later than 5:00 p.m., Eastern Time, on December23,
2024.
You
will receive a confirmation of your registration by email after Cartica receives your registration materials. You will be permitted to
attend the Special Meeting in person at the offices of Ellenoff Grossman Schole LLP. If you would like to attend in person you
are requested to confirm your attendance at least two business days in advance of the Special Meeting by contacting Ellenoff Grossman
Schole LLP, c/o C. Brian Coad, 1345 Avenue of the Americas, New York, New York, 10105. You will also need a voter control number
included on your proxy card in order to be able to vote your shares or submit questions during the meeting. Follow the instructions provided
to vote. Cartica encourages you to access the meeting prior to the start time leaving ample time for the check in.
25
The
Special Meeting will be held at the office of Ellenoff Grossman Schole LLP at 1345 Avenue of the Americas, New York, New York 10105.
You will be permitted to attend the Special Meeting in person at the offices of Ellenoff Grossman Schole LLP. If you would like
to attend in person you are requested to confirm your attendance at least two business days in advance of the Special Meeting by contacting
Ellenoff Grossman Schole LLP, c/o C. Brian Coad, 1345 Avenue of the Americas, New York, New York, 10105.
In order
to vote or submit a question during the Special Meeting, you will also need the voter control number included on your proxy card. If
you do not have the control number, you will be able to listen to the meeting only by registering as a guest and you will not be able
to vote or submit your questions during the meeting.
If you are a shareholder and you give a proxy,
you may revoke it at any time before it is exercised by doing any one of the following:
The
Special Meeting has been called only to consider and vote on the approval of the Third Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal, and the Adjournment Proposal. Under the Charter, other than procedural matters incident to the conduct of the Special
Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement, which serves as the
notice of the Special Meeting.
Who Can Answer Your Questions about Voting
If
you have any questions about how to vote or direct a vote in respect of your ClassA Ordinary Shares, you may call Advantage Proxy,Inc.,
Carticas proxy solicitor, at (877) 870-8565 or banks and brokers can call at (206) 870-8565.
In
connection with the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal and contingent upon the approval
of the Third Charter Extension or the Redemption Limitation Amendment, each public shareholder may seek to redeem its Public Shares for
a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your redemption rights, you will be exchanging
your Public Shares for cash and will no longer own the shares. Carticas Charter provides that Cartica cannot redeem or repurchase
Public Shares to the extent such redemption would result in Carticas failure to have at least $5,000,001 of net tangible assets.
As a result, Cartica will not proceed with the Third Charter Extension unless the Redemption Limitation Amendment Proposal is approved
or if Cartica will have at least $5,000,001 of net tangible assets following approval of the Third Extension Amendment Proposal, after
taking into account the redemptions.
26
In order to exercise your
redemption rights, you must:
Continental
Stock Transfer Trust Company
and
27
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter,
with our consent. Furthermore, if a holder of Public Shares delivers the certificate representing such holders shares in connection
with the Redemption and subsequently decides prior to the deadline for exercising redemption requests not to elect to exercise such rights,
such holder may request that the transfer agent return the certificate (physically or electronically). You may make such request by contacting
our transfer agent at the email address or mailing address listed above.
Shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name are required
to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business
days prior to the vote on the proposals at the Special Meeting, or to deliver their shares to the transfer agent electronically using
DTCs DWAC system, at such shareholders option.
Prior
to their exercising redemption rights, Cartica shareholders should verify the market price of the ClassA Ordinary Shares, as shareholders
may receive higher proceeds from the sale of their ClassA Ordinary Shares in the public market than from exercising their redemption
rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public
Shares in the open market, even if the market price per share is lower than the redemption price, as there may not be sufficient
liquidity in the ClassA Ordinary Shares when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account
.
You
will have no right to participate in, or have any interest in, the future growth of Cartica, if any. You will be entitled to receive
cash for your Public Shares only if you properly and timely demand redemption.
If
the Third Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is not approved, and the Nidar Business Combination
is not completed on or before January7, 2025, Cartica will be required to dissolve and liquidate the Trust Account by returning
the then remaining funds in such account to the public shareholders and all of Carticas warrants will expire worthless.
There
are no appraisal rights available to Carticas shareholders in connection with the Third Extension Amendment Proposal or the Redemption
Limitation Amendment Proposal.
Cartica
is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on
the Internet. Cartica has engaged Advantage Proxy,Inc. to assist in the solicitation of proxies for the Special Meeting. Cartica
and its directors, officers and employees may also solicit proxies on the Internet. Cartica will ask banks, brokers and other institutions,
nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority
to execute proxies and voting instructions.
Cartica
will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this
proxy statement and the related proxy materials. Cartica will reimburse brokerage firms and other custodians for their reasonable out-of-pocket
expenses for forwarding this proxy statement and the related proxy materials to Cartica shareholders. Directors, officers and employees
of Cartica who solicit proxies will not be paid any additional compensation for soliciting.
28
Interests of the Sponsor and Carticas
Directors and Officers
When
you consider the recommendation of the Board, Cartica shareholders should be aware that aside from their interests as shareholders, the
Sponsor, certain members of the Board and officers of Cartica have interests that are different from, or in addition to, those of other
shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Cartica shareholders
that they approve the Third Extension Amendment Proposal. Cartica shareholders should take these interests into account in deciding whether
to approve the Third Extension Amendment Proposal:
29
Additionally,
if the Third Extension Amendment Proposal is approved and Cartica consummates the Nidar Business Combination or another initial business
combination, the officers and directors may have additional interests as described in the proxy statement/prospectus for such transaction.
30
PROPOSAL NO. 1-THE
THIRD EXTENSION AMENDMENT PROPOSAL
Cartica
is proposing to amend its Charter to extend the date by which Cartica has to consummate a business combination to the Third Charter Extension
Date so as to give Cartica additional time to complete the Nidar Business Combination or another initial business combination. The complete
text of the proposed amendment to the Charter is attached to this proxy statement as
Annex A
.
On
June30, 2023, Cartica held an extraordinary general meeting in lieu of an annual meeting at which its shareholders approved, among
other things, the First Extension.
On
April3, 2024, Cartica held another extraordinary general meeting in lieu of an annual general meeting of shareholders at which
its shareholders approved, among other things, the Second Extension.
On
June24, 2024, Cartica entered into the Business Combination Agreement, by and among Cartica,
Nidar
, and the 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,
Merger Sub will merge with and into Cartica, with Cartica continuing as the Surviving Entity,
followed by the merger of the Surviving Entity with and into Nidar, with Nidar continuing as the surviving company. As a result of the
Nidar Business Combination, Nidar will continue as the parent/public company. For more information about the Nidar Business Combination,
see Carticas Current Report on Form8-K filed with the SEC on June24, 2024, as well as the Registration Statement on
FormF-4 filed by Nidar with the SEC on November13, 2024 in connection with the Nidar Business Combination.
Without
the Third Charter Extension, the Board believes that Cartica will not be able to complete the Nidar Business Combination on or before
January7, 2025 . If that were to occur, Cartica would be forced to liquidate.
As
contemplated by the Charter, the holders of Carticas Public Shares may elect to redeem all or a portion of their Public Shares
in exchange for their pro rata portion of the funds held in the Trust Account if the Third Charter Extension or the Redemption Limitation
Amendment is approved.
As of December 6, 2024, the redemption price per share was approximately
$11.68 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount
on deposit in the Trust Account of approximately $26.27 million as of December 6, 2024 (including interest not previously released to
Cartica to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the ClassA Ordinary
Shares on the Nasdaq Capital Market on December 6, 2024 was $11.69. Accordingly, if the market price of the ClassA Ordinary Shares
were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving
approximately $0.01 less price per share than if the shares were sold in the open market. Cartica cannot assure shareholders that they
will be able to sell their ClassA Ordinary Shares in the open market, even if the market price per share is lower than the redemption
price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Cartica
believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional
period if Cartica does not complete the Nidar Business Combination on or before January7, 2025.
31
You
are not being asked to vote on the Nidar Business Combination at this time
.
If the Third Extension Amendment Proposal and
the Redemption Limitation Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of Public Shares
who do not elect to redeem their Public Shares will retain their right to redeem their Public Shares if and when the Nidar Business Combination
or another initial business combination is submitted to shareholders for approval, subject to any limitations set forth in the Charter.
In addition, public shareholders who do not redeem their Public Shares in connection with the Third Charter Extension will be entitled
to have their Public Shares redeemed for cash if the Company has not completed the Nidar Business Combination or another initial business
combination before the Third Charter Extension Date or upon the Companys earlier liquidation, subject to any limitations set forth
in the Charter.
Reasons
for the Third Extension Amendment Proposal
Carticas
Charter provides that Cartica has until January7, 2025 to complete a business combination. Cartica and its officers and directors
agreed that they would not seek to amend Carticas Charter to allow for a longer period of time to complete a business combination
unless Cartica provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith.
The Board believes that it is in the best interests of Cartica shareholders that the Third Charter Extension be obtained so that Cartica
will have a limited additional amount of time to consummate the Nidar Business Combination or another initial business combination. Without
the Third Charter Extension, Cartica believes that Cartica will not be able to complete the Nidar Business Combination on or before January7,
2025. If that were to occur, Cartica would be forced to liquidate.
The
Third Extension Amendment Proposal is essential to allowing Cartica additional time to consummate the Nidar Business Combination or another
initial business combination. Cartica will not proceed with the Third Charter Extension unless the Redemption Limitation Amendment Proposal
is approved,
orif Cartica will have at least $5,000,001 of net tangible assets following approval of the Third Extension
Amendment Proposal, after taking into account the redemptions. Cartica will also not proceed with the Third Charter Extension if, on
or before January 7, 2025, Cartica completes the Nidar Business Combination or another initial business combination.
If
the Third Extension Amendment Proposal is Not Approved
If
the Third Extension Amendment Proposal is not approved, and the Nidar Business Combination is not completed on or before January7,
2025, then, as contemplated by and in accordance with its Charter, Cartica 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 subject to lawfully available
funds therefor, redeem 100% of 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 Cartica to pay
its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public
Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation
distributions, if any); and (iii)as promptly as reasonably possible following such redemption, subject to the approval of Carticas
remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii)and (iii)to Carticas
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
32
Holders
of Founder Shares, including the Sponsor and the officers and directors of Cartica, have waived their rights to participate in any liquidation
distribution with respect to the Founder Shares held by them. There will be no distribution from the Trust Account with respect to Carticas
warrants, which will expire worthless in the event Cartica dissolves and liquidates the Trust Account.
If
the Third Extension Amendment Proposal is Approved
If the Third Extension Amendment
Proposal is approved, Cartica will file the special resolution approving the Third Extension Amendment Proposal and the amendment to the
Charter, as set forth in
Annex A
hereto to extend the time it has to complete a business combination until the Third Charter Extension
Date. Cartica will then continue to attempt to consummate the Nidar Business Combination until the Third Charter Extension Date, or until
such earlier date as determined by the Board in its sole discretion. Cartica will remain a reporting company under the Securities and
Exchange Act of 1934 (the
Exchange Act
) and its ClassA Ordinary Shares, Public Warrants will remain publicly
traded during this time.
If the Third Extension Amendment
Proposal is approved, during the Extension Period the Sponsor and/or its designees will make Contributions to Cartica (a) $0.03 per Public
Share for each month (commencing on January 8, 2025 and on the 7
th
day of each subsequent month) until April 7, 2025, (b) $0.04
per Public Share for each month (commencing on April 8, 2025 and on the 7
th
day of each subsequent month) until July 7, 2025,
and (c) $0.05 per Public Share for each month (commencing on July 8, 2025 and on the 7
th
day of each subsequent month) until
October 7, 2025, or portion thereof in each case, that is needed to complete an initial business combination which amount will be deposited
into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding
after redemptions in connection with the Third Charter Extension and the length of the Extension Period that will be needed to complete
the initial business combination. For example, if Cartica takes until October 7, 2025 to complete its initial business combination, the
Sponsor and/or its designees would make aggregate Contributions of approximately $0.36 for each Public Share that is not redeemed.
If the Third Extension Amendment
Proposal is approved by Carticas shareholders, Cartica has agreed to waive its right to withdraw up to $100,000 of interest accrued
on the Trust Account to pay dissolution expenses, should Cartica ultimately liquidate without consummating an initial business combination.
As a result, Cartica will not withdraw up to $100,000 of interest, as permitted by its amended and restated memorandum and articles of
association, for such dissolution expenses upon liquidation, and up to $100,000 of any interest accrued will be held in the Trust Account
and will, subject to applicable law, be released to public shareholders upon the redemption of 100% of the Public Shares if the Company
is unable to complete its initial business combination by October 7, 2025 or such earlier date as determined by Carticas board
of directors.
In addition, Cartica will
not proceed with the Third Charter Extension unless the Redemption Limitation Amendment Proposal is approved, or if Cartica will have
at least $5,000,001 of net tangible assets following approval of the Charter Extension Proposal, after taking into account the redemptions.
In
connection with the approval of the Third Extension Amendment Proposal, each public shareholder may seek to redeem its Public Shares
for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise
your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. Carticas Charter
provides that Cartica cannot redeem or repurchase Public Shares to the extent such redemption would result in Carticas failure
to have at least $5,000,001 of net tangible assets. As a result, Cartica will not proceed with the Third Charter Extension unless the
Redemption Limitation Amendment Proposal is approved
orif Cartica will have at least $5,000,001 of net tangible assets following
approval of the Third Extension Amendment Proposal, after taking into account the redemptions.
33
In order to exercise your
redemption rights, you must:
Continental
Stock Transfer Trust Company
and
Shareholders
seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical
certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical
certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will
have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not
submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.
34
Shareholders seeking to
exercise their redemption rights, whether they are record holders or hold their shares in street name are required to either
tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior
to the vote on the proposal to approve the Third Extension Amendment Proposal at the Special Meeting, or to deliver their shares to the
transfer agent electronically using DTCs DWAC system, at such shareholders option.
Any demand for redemption,
once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with our consent. Furthermore,
if a holder of Public Shares delivers the certificate representing such holders shares in connection with the Redemption and subsequently
decides prior to the deadline for exercising redemption requests not to elect to exercise such rights, such holder may request that the
transfer agent return the certificate (physically or electronically). You may make such request by contacting our transfer agent at the
email address or mailing address listed above.
Prior to their exercising
redemption rights, Cartica shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds
from the sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price
per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market,
even if the market price per share is lower than the redemption price, as there may not be sufficient liquidity in the Public
Shares when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account
.
You will have no right to
participate in, or have any interest in, the future growth of Cartica, if any. You will be entitled to receive cash for your Public Shares
only if you properly and timely demand redemption.
If Cartica does not consummate
an initial business combination on or before January7, 2025, and the Third Extension Amendment Proposal is not approved, Cartica
will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders
and all of Carticas warrants will expire worthless.
Material
U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights
The following
is a summary of the material U.S. federal income tax considerations for holders of Carticas shares that elect to have their shares
redeemed for cash. This summary is based upon the Internal Revenue Code of 1986, as amended (the
Code
), the regulations
promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service (the
IRS
) (including administrative interpretations and practices expressed in private letter rulings which are binding
on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently
in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can
be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described
below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not
discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in
this summary. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular
shareholder in light of its investment or tax circumstances or to shareholders subject to special tax rules, such as:
35
If
any partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds shares, the
tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership.
This summary does not address any tax consequences to any partnership that holds our securities (or to any direct or indirect partner
of such partnership). If you are a partner of a partnership holding Carticas securities, you should consult your tax advisor.
This summary assumes that shareholders hold Carticas securities as capital assets within the meaning of Section1221 of the
Code, which generally means as property held for investment and not as a dealer or for sale to customers in the ordinary course of the
shareholders trade or business.
WE
URGE HOLDERS OF CARTICA SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL,
STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S. Federal
Income Tax Considerations to U.S. Shareholders
This
section is addressed to Redeeming U.S. Holders (as defined below) of Carticas shares that elect to have their shares redeemed
for cash as described in the section entitled
Proposal 1: The Third Extension Amendment Proposal-Redemption
Rights
. For purposes of this discussion, a Redeeming U.S. Holder is a beneficial owner that so redeems its shares
and is:
an
estate whose income is subject to U.S. federal income taxation regardless of its source;
or
any
trust if (1)a U.S. court is able to exercise primary supervision over the administration
of such trust and one or more U.S. persons have the authority to control all substantial
decisions of the trust or (2)it has a valid election in place to be treated as a U.S.
person.
36
Tax Treatment
of the Redemption-In General
The
balance of the discussion under this heading is subject in its entirety to the discussion below under the heading -
Passive
Foreign Investment Company Rules
. If Cartica is considered a passive foreign investment company for these purposes
(which Cartica will be, unless a start up exception applies), then the tax consequences of the redemption will be as outlined
in that discussion, below.
A Redeeming U.S. Holder will
generally recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholders
adjusted basis in the shares exchanged therefor if the Redeeming U.S. Holders ownership of shares is completely terminated or
if the redemption meets certain other tests described below. Special constructive ownership rulesapply in determining whether a
Redeeming U.S. Holders ownership of shares is treated as completely terminated (and in general, such Redeeming U.S.
37
Holder may not be considered
to have completely terminated its interest if it continues to hold our warrants). If gain or loss treatment applies, such gain or loss
will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is
possible that because of the redemption rights associated with our shares, the holding period of such shares may not be considered to
begin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares
redeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates
or at different prices) should consult their tax advisors to determine how the above rulesapply to them.
Cash received upon redemption
that does not completely terminate the Redeeming U.S. Holders interest will still give rise to capital gain or loss, if the redemption
is either (i)substantially disproportionate or (ii) not essentially equivalent to a dividend.
In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a
Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to
acquire our shares (including for these purposes our warrants) and, in some cases, shares owned by certain family members, certain estates
and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.
Generally, the redemption
will be substantially disproportionate with respect to the Redeeming U.S. Holder if (i)the Redeeming U.S. Holders
percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of Cartica is reduced immediately
after the redemption to less than 80% of the Redeeming U.S. Holders percentage interest in such shares immediately before the
redemption; (ii)the Redeeming U.S. Holders percentage ownership of the outstanding shares (both voting and nonvoting) immediately
after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii)the Redeeming
U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of Cartica
entitled to vote. Whether the redemption will be considered not essentially equivalent to a dividend with respect to a
Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result
in a meaningful reduction in the Redeeming U.S. Holders actual or constructive percentage ownership of Cartica. The IRS has ruled
that any reduction in a shareholders proportionate interest is a meaningful reduction if the shareholders
relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.
If none of the redemption
tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend
income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for the purposes
of the dividends-received deduction and of qualified dividend treatment, due to the redemption right, a Redeeming U.S.
Holder may be unable to include the time period prior to the redemption in the shareholders holding period. Any
distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holders basis in the shares (but not below zero),
and any remaining excess will be treated as gain realized on the sale or other disposition of the shares.
As these rulesare complex,
U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption
will be treated as a sale or as a distribution under the Code.
Certain Redeeming U.S. Holders
who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their net investment income or undistributed
net investment income (as applicable), which may include all or a portion of their capital gain or dividend
income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the
net investment income tax.
Passive
Foreign Investment Company Rules
A foreign (i.e., non-U.S.)
corporation will be a passive foreign investment company (or PFIC) for U.S. tax purposes if at least 75% of its gross income
in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25%
of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable
year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its
pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the
production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents
or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
38
Because Cartica is a blank
check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning
with our initial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year
the corporation has gross income, if (1)no predecessor of the corporation was a PFIC; (2)the corporation satisfies the IRS
that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3)the corporation is not
in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of
our current taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation,
and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC ruleswould
continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).
If we are determined to
be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares or
warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year
as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely mark to market election, in
each case as described below, such holder generally will be subject to special ruleswith respect to:
In general, if we are determined
to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our warrants)
by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term
capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the
taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or
before the due date (including extensions) for filing such Redeeming U.S. Holders tax return for the taxable year for which the
election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions
under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
39
A Redeeming U.S. Holder
may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise
disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax
and interest charge rulestreating the gain as an excess distribution, as described above, if we were a PFIC at any time during
the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF
election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election
will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the
current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally
will be deemed to have a holding period for purposes of the PFIC rulesthat includes the period the Redeeming U.S. Holder held the
warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their
fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rulestreating
the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new
basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.
The QEF election is made
on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made
with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form8621 (Return
by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual
information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF
elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with
the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences
of a retroactive QEF election under their particular circumstances.
In order to comply with
the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine
we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including
a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there
is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If a Redeeming U.S. Holder
has made a QEF election with respect to our shares, and the special tax and interest charge rulesdo not apply to such shares (because
of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares
or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally
will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently
taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such
earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders.
The tax basis of a Redeeming U.S. Holders shares in a QEF will be increased by amounts that are included in income, and decreased
by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of
holding such property the Redeeming U.S. Holder is treated under the applicable attribution rulesas owning shares in a QEF.
40
Although a determination
as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent
years to a Redeeming U.S. Holder who held shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in
those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which
the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however,
will not be subject to the PFIC tax and interest charge rulesdiscussed above in respect to such shares. In addition, such Redeeming
U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or
with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective
for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC
rulesdiscussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and
pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.
Alternatively, if a Redeeming
U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder
may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market
election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares
and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rulesdescribed above in respect
to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair
market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will
be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value
of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the
mark-to-market election). The Redeeming U.S. Holders basis in its shares will be adjusted to reflect any such income or loss amounts,
and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a
mark-to-market election may not be made with respect to our warrants.
The mark-to-market election
is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange
Commission, including the Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines has rulessufficient
to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own
tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular
circumstances.
If we are a PFIC and, at
any time, have a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed to own a portion of
the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we
receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the Redeeming U.S. Holders otherwise
were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a Redeeming
U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there
is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling
interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required
information. Redeeming U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
A Redeeming U.S. Holder
that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form8621
(whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.
41
The application of the
PFIC rulesis extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or
otherwise disposing of their shares and/or warrants should consult with their tax advisors concerning the application of the PFIC rulesin
their particular circumstances.
U.S. Federal
Income Tax Considerations to Non-U.S. Shareholders
This section is addressed
to Redeeming Non-U.S. Holders (as defined below) of Carticas shares that elect to have their shares redeemed for cash as described
in the section entitled Proposal 1: The Third Extension Amendment Proposal-Redemption Rights. For purposes
of this discussion, a Redeeming Non-U.S. Holder is a beneficial owner (other than a partnership or entity treated as a
partnership for U.S. federal income tax purposes) that so redeems its shares and is not a Redeeming U.S. Holder.
Except as otherwise discussed
in this section, a Redeeming Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized or dividends
received as a result of the redemption unless the gain or dividends is effectively connected with such Redeeming Non-U.S. Holders
conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment
or fixed base maintained by the Redeeming Non-U.S. Holder).
Dividends (including constructive
dividends) and gains that are effectively connected with a Redeeming Non-U.S. Holders conduct of a trade or business in the United
States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United
States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable
Redeeming U.S. Holder and, in the case of a Redeeming Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, also
may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
Non-U.S. holders of shares
considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares will
be treated as a sale or as a distribution under the Code, and whether they will be subject to U.S. federal income tax on any gain recognized
or dividends received as a result of the redemption based upon their particular circumstances.
Under the Foreign Account
Tax Compliance Act (FATCA) and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal
withholding tax may apply to certain income paid to (i)a foreign financial institution (as specifically
defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial
institution agrees to verify, report and disclose its United States account holders (as specifically defined in FATCA)
and meets certain other specified requirements or (ii)a non-financial foreign entity, whether such non-financial foreign entity
is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does
not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial
United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or
non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Redeeming Non-U.S.
Holders should consult their own tax advisors regarding this legislation and whether it may be relevant to their disposition of their
shares or warrants.
42
Backup
Withholding
In general, proceeds received
from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:
A Redeeming Non-U.S. Holder
generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status,
under penalties of perjury, on a duly executed applicable IRS FormW-8 or by otherwise establishing an exemption.
Any amount withheld under
these ruleswill be creditable against the Redeeming U.S. Holders or Redeeming Non-U.S. Holders U.S. federal income
tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished
to the IRS and other applicable requirements are met.
As previously noted above,
the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and
is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with
your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state,
local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Third Extension Amendment
Proposal and any redemption of your Public Shares.
Full Text
of the Resolution to be Approved
RESOLVED,
by special resolution,
that the date by which Cartica Acquisition Corp has to
consummate a business combination be extended from January7, 2025 to October 7, 2025 (or such earlier date as determined by
the Board) and
that the Charter be amended by the deletion of the existing Article163 and the insertion of the language
as set out in full at
Annex A
, as a new Article163
, to be effective
immediately
.
The approval of the Third
Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of
the votes which are cast by those holders of Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at
the Special Meeting.
The Sponsor and all of our
directors, executive officers and their affiliates have agreed to vote any Ordinary Shares owned and are entitled to vote an aggregate
of 5,450,000 Ordinary Shares, representing approximately 68.1% of the Companys issued and outstanding Ordinary Shares. Accordingly,
the Sponsor will be able to approve the Extension Amendment Proposal, even if no Public Shares are voted in favor of such proposal.
T
HE BOARD UNANIMOUSLY
RECOMMENDS THAT CARTICA SHAREHOLDERS VOTE FOR
43
PROPOSAL
NO. 2-
THE REDEMPTION LIMITATION AMENDMENT PROPOSAL
Cartica is proposing to amend
its Charter to eliminate the requirement that Cartica have at least $5,000,001 in tangible net assets (as determined in accordance with
Rule3a51-1(g)(1)under the Exchange Act) following redemptions in connection with this Special Meeting or the Nidar Business
Combination or another initial business combination. The complete text of the proposed amendment to the Charter is attached to this proxy
statement as Annex B.
Without the Redemption Limitation
Amendment, Cartica may not be able to implement the Third Charter Extension if following redemptions in connection with the Third Charter
Extension Cartica would not have at least $5,000,001 in tangible net assets. If that were to occur and Cartica does not consummate the
Nidar Business Combination by January 7, 2025, Cartica would be forced to liquidate.
The purpose of the Redemption
Limitation requirements was to ensure that Cartica would not be subject to the penny stock rulesof the SEC as long
as it met the Redemption Limitation requirement, and therefore not be deemed a blank check company as defined under Rule419
of the Securities Act because it complied with Rule3a51-1(g)(1)(the
NTA Rule
). Cartica is proposing to
amend its Charter to remove the Redemption Limitation requirements. The NTA Ruleis one of several exclusions from the penny
stock rulesof the SEC and Cartica believes that it can rely on another exclusion, which relates to it being listed on the
Nasdaq. Therefore, the Company intends to rely on the exclusion from the penny stock rulesset forth in Rule3a51-1(a)(2)as
a result of its securities being listed on Nasdaq.
As disclosed in its initial
public offering prospectus, Cartica is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. Under Rule419 of the Securities Act
the term blank check company means a company that (i)is a development stage company that has no specific business
plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies,
or other entity or person; and (ii)is issuing penny stock, as defined in Rule3a51-1 under the Exchange Act.
Rule3a51-1 sets forth that the term penny stock shall mean any equity security, unless it fits within certain enumerated
exclusions including the NTA Ruleand the Exchange Act. Historically SPACs have relied upon the NTA Ruleto avoid being deemed
a penny stock issuer. The inclusion of the Redemption Limitation requirements in the Charter was to ensure that through the consummation
of an initial business combination, Cartica would not be considered a penny stock issuer and therefore a blank check company if no other
exemption from the rulewas available.
The
Exchange Actexcludes from the definition of penny stock a security that is registered, or approved for registration
upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated
quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or
exceed the criteria in the rule. Cartica believes that Nasdaq has initial listing standards that meet the criteria identified in the Exchange
Actand that it can therefore rely on this ruleto avoid being treated as a penny stock. Therefore, the inclusion of the Redemption
Limitation in the Charter is unnecessary. While Carticas securities are listed on Nasdaq and have been since the consummation of
its initial public offering, Cartica
expects to be delisted if it does not consummate an
initial business combination by January 4, 2025. If that occurs, and Cartica does not satisfy any of the other exclusions from the from
the penny stock rulesof the SEC, its securities would be considered penny stock and would be subject
to additional restrictions and legislation. For more information, see
Risk Factors Our securities will be suspended
from trading on Nasdaq and delisted if we do not consummate the Nidar Business Combination or another initial business combination by
January 4, 2025. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely
affect our ability to consummate the Nidar Business Combination or another initial business combination
.
44
Reasons for the Redemption Limitation Amendment
Proposal
Shareholders are being asked
to adopt the proposed Redemption Limitation Amendment Proposal which, in the judgment of the Board, may facilitate the consummation of
the Nidar Business Combination or another initial business combination. The Charter limits Cartica ability to consummate the Nidar
Business Combination or another initial business combination, or to redeem Ordinary Shares in connection with an initial business combination,
if it would cause Cartica to have less than $5,000,001 in net tangible assets. The purpose of such limitation was initially to ensure
that the Ordinary Shares were not deemed to be a penny stock pursuant to Rule3a51-1 under the Exchange Act in the
event that such Ordinary Shares failed to be listed on an approved national securities exchange. If the Redemption Limitation Amendment
Proposal is not approved and there are significant requests for redemption in connection with the Third Charter Extension such that following
such redemptions, Carticas net tangible assets would be less than $5,000,001, the Redemption Limitation in the Charter would prevent
Cartica from being able to implement the Third Charter Extension. If that were to occur, Cartica would be forced to liquidate on January
7, 2025.
Additionally, if the Redemption
Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with consummation of the
Nidar Business Combination, the Redemption Limitation in the Charter would prevent Cartica from being able to consummate the Nidar Business
Combination even if all other conditions to closing are met.
If the Redemption Limitation Amendment Proposal
is Not Approved
If the Redemption Limitation
Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because Cartica do not take action to increase its
net tangible assets or because its attempt to do so is not successful, then Cartica will not proceed with the Third Charter Extension
and will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed
shall be returned to such public shareholder or such public shareholders account and such public shareholder will retain the right
to have their Public Shares redeemed for cash if Cartica has not completed the Nidar Business Combination or another initial business
combination by January 7, 2025.
If the Redemption Limitation Amendment Proposal
is Approved
If the Redemption Limitation
Amendment Proposal is approved (and the Third Extension Amendment Proposal is also approved), Cartica shall procure that all filings required
to be made with the Registrar of Companies of the Cayman Islands in connection with the Third Extension Amendment Proposal and the Redemption
Limitation Amendment Proposal are made and redeem Public Shares as necessary, irrespective of whether such redemptions exceed the Redemption
Limitation.
If Cartica redeems the Public
Shares in an amount in excess of the Redemption Limitation and its securities do not meet Nasdaqs continued listing requirements,
Nasdaq may delist its securities from trading on its exchange. If Nasdaq delists any of Carticas securities from trading on its
exchange and Cartica is not able to list such securities on another national securities exchange, Cartica expects that such securities
could be quoted on an over-the-counter market. If this were to occur, Cartica could face significant material adverse consequences, including:
(i)a limited availability of market quotations for our securities, (ii)reduced liquidity for our securities, (iii)a
determination that our public shares are penny stocks which will require brokers trading in our public shares to adhere
to more stringent rules, including being subject to the depository requirements of Rule419 of the Securities Act, and possibly result
in a reduced level of trading activity in the secondary trading market for our securities, (iv)a decreased ability to issue additional
securities or obtain additional financing in the future, (v)a less attractive acquisition vehicle to a target business in connection
with an initial Business Combination, and (vi) failure to meet certain closing conditions in the Business Combination Agreement. For more
information about such, see those described under Risk Factors in this proxy statement entitled
Our securities
will be suspended from trading on Nasdaq and delisted if we do not consummate the Nidar Business Combination or another initial business
combination by January 4, 2025. Any trading suspension or delisting could have a material adverse effect on the trading of our securities
and may adversely affect our ability to consummate the Nidar Business Combination or another initial business combination
.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as covered securities. Our Public Shares and warrants qualify as covered
securities under such statute. If Carticas securities were no longer listed on Nasdaq, such securities would not qualify as covered
securities under such statute and Cartica would be subject to regulation in each state in which it offers its securities.
45
Pursuant to the Charter, holders of Public Shares may seek to redeem
their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Redemption Limitation
Amendment Proposal. In connection with the Redemption Limitation Amendment Proposal, any shareholder holding Public Shares may demand
that Cartica redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $11.68 per share
as of December 6, 2024, the most recent practicable date prior to the date of this proxy statement), which is expected to be the same
approximate amount two business days prior to the Special Meeting. If a holder properly seeks redemption as described in this section,
Cartica will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these
shares following the Special Meeting. See
The Third Extension Amendment ProposalRedemption Rights
and
The Third Extension Amendment Proposal Material U.S. Federal Income Tax Considerations for Shareholders Exercising
Redemption Rights
for more information.
The approval of the Redemption
Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds
(2/3) majority of the votes cast by the holders of the issued Ordinary Shares, who are present in person or represented by proxy and entitled
to vote thereon at the Special Meeting. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter
of Cayman Islands law, will not constitute votes cast at the Special Meeting and therefore will have no effect on the approval of the
Redemption Limitation Amendment Proposal.
As of the date of this proxy
statement, the Sponsor and all of our directors, executive officers and their affiliates have agreed to vote any Ordinary Shares owned
and are entitled to vote an aggregate of 5,450,000 Ordinary Shares, representing approximately 68.1% of the Carticas issued and
outstanding Ordinary Shares. Accordingly, the Sponsor will be able to approve the Redemption Limitation Amendment Proposal, even if no
Public Shares are voted in favor of such proposal.
Full Text of the Resolution to be Approved
RESOLVED, by special resolution,
that
the limitation that Cartica may not redeem Public Shares to the extent that such redemption would result in Cartica having net
tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than US$5,000,001
in order to allow Cartica to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation, be removed,
and that the Charter be amended as set out in
Annex B
to the proxy statement.
THE BOARD UNANIMOUSLY RECOMMENDS THAT CARTICA
SHAREHOLDERS VOTE FOR THE APPROVAL OF THE REDEMPTION LIMITATION AMENDMENT PROPOSAL.
46
PROPOSAL
NO. 3-THE ADJOURNMENT PROPOSAL
The Adjournment Proposal,
if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The
Adjournment Proposal will only be presented to Carticas shareholders in the event, based on the tabulated votes, there are not
sufficient votes at the time of the Special Meeting to approve the Third Extension Amendment Proposal and/or the Redemption Limitation
Amendment Proposal.
Consequences
if the Adjournment Proposal is Not Approved
If the Adjournment Proposal
is not approved by Carticas shareholders, the Board may not be able to adjourn the Special Meeting to a later date in the event,
based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Third Extension Amendment
Proposal and/or the Redemption Limitation Amendment Proposal.
Full
Text of the Resolution to be Approved
RESOLVED, as an ordinary
resolution, that the adjournment of the general meeting to a later date or dates to be determined by the chairperson of the general meeting
to permit further solicitation of proxies be confirmed, adopted, approved and ratified in all respects.
Approval of the Adjournment
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the votes cast by the
holders of the Ordinary Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. Failure
to vote by proxy or to vote oneself at the Special Meeting, abstentions from voting or broker non-votes will have no effect on the outcome
of any vote on the Adjournment Proposal.
As of the date of this proxy
statement, the Sponsor and all of our directors, executive officers and their affiliates have agreed to vote any Ordinary Shares owned
and are entitled to vote an aggregate of 5,450,000 Ordinary Shares, representing approximately 68.1% of the Carticas issued and
outstanding Ordinary Shares. Accordingly, the Sponsor will be able to approve the Adjournment Proposal, even if no Public Shares are voted
in favor of such proposal.
THE BOARD UNANIMOUSLY
RECOMMENDS THAT CARTICA SHAREHOLDERS VOTE FOR
47
BENEFICIAL
OWNERSHIP OF SECURITIES
The following table sets
forth information regarding the beneficial ownership of our Ordinary Shares as of the Record Date based on information obtained from
the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
In the table below,percentage ownership is based on 7,999,422
shares of our Ordinary Shares, consisting of (i)6,999,422 ClassA Ordinary Shares and (ii)1,000,000 ClassB Ordinary
Shares, issued and outstanding as of the Record Date. On all matters to be voted upon, except for the election of directors, holders of
ClassA Ordinary Shares and ClassB Ordinary Shares vote together as a single class, unless otherwise required by applicable
law. Currently, all of the ClassB Ordinary Shares are convertible into ClassA Ordinary Shares on a one-for-one basis.
48
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants
are not exercisable within 60days of the date of this proxy statement.
49
Unless Cartica has received
contrary instructions, Cartica may send a single copy of this proxy statement to any household at which two or more shareholders reside
if Cartica believes the shareholders are members of the same family. This process, known as householding, reduces the volume
of duplicate information received at any one household and helps to reduce Carticas expenses. However, if shareholders prefer
to receive multiple sets of Carticas disclosure documents at the same address this year or in future years, the shareholders should
follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders
would like to receive only a single set of Carticas disclosure documents, the shareholders should follow these instructions:
Cartica Acquisition Corp
50
WHERE
YOU CAN FIND MORE INFORMATION
Cartica files annual, quarterly
and current reports, proxy statements and other information with the SEC as required by the Exchange Act. Carticas public filings
are also available to the public from the SECs website at www.sec.gov. You may request a copy of Carticas filings with
the SEC (excluding exhibits) at no cost by contacting Cartica at the address and/or telephone number below.
If you would like additional
copies of this proxy statement or Carticas other filings with the SEC (excluding exhibits) or if you have questions about the
proposals to be presented at the Special Meeting, you should contact Cartica at the following address and e-mail address:
Cartica Acquisition Corp
51
You may also obtain additional
copies of this proxy statement by requesting them in writing or by telephone from Carticas proxy solicitation agent at the following
address, telephone number and e-mail address:
Karen Smith
You will not be charged
for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should
contact your broker, bank or other nominee for additional information.
In order to receive timely
delivery of the documents in advance of the Special Meeting, Cartica shareholders must make your request for information no later than
December19, 2024. If you request any documents from Cartica, such documents will be mailed to you by first class mail or another
equally prompt means.
52
PROPOSED AMENDMENT
[
],
2024
RESOLVED, as special resolutions,
that:
(i)The date by which
Cartica Acquisition Corp has to consummate a business combination be extended from January7, 2025 to October7, 2025 (or such
earlier date as determined by the Board) and that the Amended and Restated Memorandum of Association and Articles of Association of the
Company be amended as set out in (ii)and (iii)below.
(ii)Article163(a)of
the Articles of the Company be deleted in its entirety and replaced as follows:
In the
event that the Company does not consummate an initial Business Combination within 45 months from the consummation of the IPO or such
earlier date as determined by the board of Directors, or such later time as the Members may approve in accordance with the Articles,
the Company shall:
(a)cease all operations except
for the purpose of winding up, dissolution and liquidation of the Company;
(b)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 Fund, including interest earned on the Trust Fund and not previously released
to the Company to pay income taxes, if any, (less up to $100,000 of interest to pay winding up and dissolution expenses), divided by
the number of Public Shares then in issue, which redemption will completely extinguish public Members rights as Members (including
the right to receive further liquidation distributions, if any); and.
(c)as promptly
as reasonably possible following such redemption, subject to the approval of the Companys remaining Members and the Directors,
wind up, dissolve and liquidate subject in the case of sub-articles (a)and (b), to its obligations under Cayman Islands law to
provide for claims of creditors and in all cases subject to the other requirements of applicable law.
(iii)Article163(b)of
the Articles of the Company be deleted in its entirety and replaced as follows:
In the event that any amendment
is made to the Articles:
(a)that
would modify the substance or timing of the Companys obligation to provide holders of our ClassA Shares the right to have
their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does
not complete its initial Business Combination within the 45 month period following the closing of the IPO or such earlier date as determined
by the board of Directors, or such later time as the Members may approve in accordance with the Articles; or
(b) with
respect to any other provision relating to the rights of holders of ClassA Shares or pre-initial business combination activity,
each holder of
Public Shares shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund
and not previously released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue.
Annex A-
1
PROPOSED AMENDMENT
[
],
2024
RESOLVED, as special resolutions,
that:
(i)Article 157 of the Articles of the Company
be deleted in its entirety and replaced as follows:
Prior to the consummation
of any Business Combination, the Company shall either:
(b) provide Members with the opportunity
to have their Public Shares redeemed or repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal
to the aggregate amount then on deposit in the Trust Fund, calculated as of two business days prior to the consummation of the Companys
initial Business Combination, including interest earned on the Trust Fund and not previously released to the Company to pay income taxes,
if any, divided by the number of Public Shares then in issue.
(ii) Article 160 of the Articles
of the Company be deleted in its entirety and replaced as follows:
At a general meeting
called for the purposes of approving a Business Combination pursuant to these Articles, the Company shall be authorised to consummate
a Business Combination by Ordinary Resolution.
(iii) Article 162 of the Articles
of the Company be deleted in its entirety and replaced as follows:
The Redemption Price
shall be paid promptly following the consummation of the relevant Business Combination. If the proposed Business Combination is not approved
or completed for any reason then such redemptions shall be cancelled and share certificates (if any) returned to the relevant Members
as appropriate.
(iv)Article163(b)of
the Articles of the Company be deleted in its entirety and replaced, as set out in Annex A of this proxy statement.
Annex B-
1
PROXY CARD
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF
CARTICA ACQUISITION CORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned hereby appoints
Suresh Guduru and C. Brian Coad (each, a
Proxy
; collectively, the
Proxies
) as proxies, each
with full power to act without the other and the power to appoint a substitute to vote the shares that the undersigned is entitled to
vote (the
Shares
) at the extraordinary general meeting of shareholders (the
Special Meeting
)
ofCartica Acquisition Corp(
Cartica)
to be held on December 26, 2024, at 9:00 a.m. Eastern Time,
at the office of Ellenoff Grossman Schole LLP at 1345 Avenue of the Americas, NewYork, NewYork 10105 or at any
adjournments and/or postponements thereof. You will be permitted to attend the Special Meeting in person at the offices of Ellenoff Grossman
Schole LLP. If you would like to attend in person you are requested to confirm your attendance at least two business days in advance
of the Special Meeting by contacting Ellenoff Grossman Schole LLP, c/o C. Brian Coad, 1345 Avenue of the Americas, New York, New
York, 10105
.
Such Shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in each
Proxys discretion on such other matters as may properly come before the Special Meeting or any adjournment or postponement thereof.
Important Notice Regarding the Availability
of Proxy Materials for the
The notice of meeting and proxy
statement is available at
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS
ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3 (IF PRESENTED). PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY.
(Continued and to be marked, dated and signed
on reverse side)
~ PLEASE DETACH ALONG PERFORATED LINE
AND MAIL IN THE ENVELOPE PROVIDED. ~
AGAINST
ABSTAIN
~
PLEASE DETACH
ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.
~
1 State Street, 30
th
Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: Spacredemptions@continentalstock.com
Q:
What should
I do if I receive more than one set of voting materials for the Special Meeting?
A:
You may receive
more than one set of voting materials for the Special Meeting, including multiple copies
of this proxy statement and multiple proxy cards or voting instruction cards. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting
instruction card for each brokerage account in which you hold shares. If you are a holder
of record and your shares are registered in more than one name, you will receive more than
one proxy card. Please complete, sign, date and return each proxy card and voting instruction
card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who will
solicit and pay the cost of soliciting proxies for the Special Meeting?
A:
Cartica will
pay the cost of soliciting proxies for the Special Meeting. Cartica has engaged Advantage
Proxy,Inc. to assist in the solicitation of proxies for the Special Meeting. Cartica
will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing
beneficial owners of ClassA Ordinary Shares for their expenses in forwarding soliciting
materials to beneficial owners of ClassA
Ordinary Shares
and in obtaining voting instructions from those owners. The directors, officers and employees
of Cartica may also solicit proxies by telephone, by facsimile, by mail or on the Internet.
They will not be paid any additional amounts for soliciting proxies.
Q:
Who can help
answer my questions?
A:
If you have
questions about the proposals or if you need additional copies of this proxy statement or
the enclosed proxy card you should contact:
c/o Ellenoff Grossman Schole LLP
1345 Avenue of the Americas
New York, NY10105
Attention: Suresh Guduru
Tel: (202) 741-3677
Email: sguduru@carticaspac.com
You may also contact
the proxy solicitor for Cartica at:
President CEO
Advantage Proxy,Inc.
PO Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
(banks and brokers can call collect at (206) 870-8565)
Email: ksmith@advantageproxy.com
In order to receive
timely delivery of the documents in advance of the Special Meeting, Cartica shareholders
must make your request for information no later than December19, 2024. You may also
obtain additional information about Cartica from documents filed with the SEC by following
the instructions in the section entitled
Where You Can Find More Information
.
If you intend to
seek redemption of your Public Shares, you will need to send a letter demanding redemption
and deliver your Public Shares (either physically or electronically) to the transfer agent
on or before 5:00 p.m., Eastern Time, on December23, 2024 (two business days before
the Special Meeting) in accordance with the procedures detailed under the question
How
do I exercise my redemption rights?
If you have questions regarding the certification
of your position or delivery of your Public Shares, please contact the transfer agent:
1 State Street, 30
th
Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email:
Spacredemptions@continentalstock.com
appearing
to be less attractive to potential target companies than an exchange listed SPAC;
failure
to meet certain closing conditions in the Business Combination Agreement;
a
limited availability of market quotations for our securities;
reduced
liquidity for our securities;
a
determination that our ClassA Ordinary Shares is a penny stock, which
will require brokers trading in our ClassA Ordinary Shares to adhere to more stringent
rulesand 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.
restrictions
on the nature of our investments, if any; and
restrictions
on the issuance of securities, each of which may make it difficult for us to complete our
initial business combination.
registration
as an investment company;
adoption
of a specific form of corporate structure; and
reporting,
record keeping, voting, proxy and disclosure requirements and other rulesand regulations.
1.
Proposal
No.1-Third Extension Amendment Proposal
-To
approve, by way of special resolution, the Third Extension Amendment Proposal and that the
Charter be amended as set out in Annex A to this proxy statement;
2.
Proposal No. 2 - Redemption Limitation Amendment Proposal -
To
eliminate, by way of special resolution, from the Charter the limitation that Cartica may not redeem Public Shares to the extent that
such redemption would result in Cartica having net tangible assets, of less than the Redemption Limitation in order to allow Cartica to
redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation and that the Charter be amended as set out in
Annex B
to this proxy statement; and.
3.
Proposal
No.3-Adjournment Proposal-
To
approve, by way of ordinary resolution, the adjournment of the Special Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based
upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes
to approve the other proposals.
1 State Street, 30
th
Floor
New York, New York 10004
Attn: SPAC Redemption Team
you
may enter a new vote by Internet or telephone;
you
may send a later-dated, signed proxy card to Cartica Acquisition Corp, c/o Ellenoff Grossman
Schole LLP, 1345 Avenue of the America, New York, NY 10105, Attn: Chief Executive Officer,
so that it is received by Carticas Chief Executive Officer on or before the Special
Meeting; or
you
may attend the Special Meeting, revoke your proxy, and vote as indicated above.
on
or before 5:00 p.m., Eastern Time, on December23, 2024 (two business days before the
Special Meeting), tender your shares physically or electronically and submit a request in
writing that Cartica redeem your Public Shares for cash to Continental Stock Transfer
Trust Company, Carticas transfer agent, at the following address:
1 State Street, 30
th
Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: Spacredemptions@continentalstock.com
deliver
your Public Shares either physically or electronically through DTCs DWAC system to
the transfer agent at least two business days before the Special Meeting. Shareholders seeking
to exercise their redemption rights and opting to deliver physical certificates should allot
sufficient time to obtain physical certificates from the transfer agent and time to effect
delivery. Shareholders should generally allot at least two weeks to obtain physical certificates
from the transfer agent. However, it may take longer than two weeks. Shareholders who hold
their shares in street name will have to coordinate with their bank, broker or other nominee
to have the shares certificated or delivered electronically. If you do not submit a written
request and deliver your Public Shares as described above, your shares will not be redeemed.
if
the Third Extension Amendment Proposal is not approved, and the Nidar Business
Combination is not completed on or before January7, 2025, the 1,000,000 Founder Shares held by the Sponsor and former directors
of the Board and 4,750,000 ClassA Ordinary Shares issued on conversion of a portion of the Founder Shares, which were acquired for
an aggregate purchase price of $25,000 and 15,900,000 Private Placement Warrants, for which the Sponsor paid $15,900,000, will all be
worthless (as the holders have waived liquidation rights with respect to such shares). Assuming such Founder Shares and Private Placement
Warrants have a value equal to ClassA Ordinary Shares and warrants, such securities would have had an aggregate market value of
approximately $73.42 million based on the last sale price of approximately $11.69 and $0.39 of the ClassA Ordinary Shares and warrants,
respectively, on the Nasdaq Capital Market on December 6, 2024;
the
fact that the Sponsor and Carticas directors and officers have agreed not to redeem
any Ordinary Shares held by them in connection with a shareholder vote to approve an initial
business combination;
we
pay the Sponsor a total of $16,666.67 per month in exchange for the Sponsor paying the annual
salary of $200,000 to the Chief Financial Officer and Chief Operating Officer of the Company;
the
fact that the Sponsor has loaned Cartica an aggregate of $2,032,500 under promissory notes
as of the date of this proxy statement, which may be further increased by one or more draws
of up to $77,500 under the promissory notes. The amounts outstanding under the notes are
due on the earlier of the consummation of Carticas initial business combination or
Carticas liquidation;
the
fact that the holders of the Founder Shares, including the Sponsor and Carticas directors
and officers, have agreed to waive their rights to liquidating distributions from the Trust
Account with respect to any of the Founder Shares held by them and the Sponsor and Carticas
officers and directors will not be reimbursed for any out-of-pocket expenses, if Cartica
fails to complete an initial business combination on or before January7, 2025, and
the Third Extension Amendment Proposal is not approved. Accordingly, the Sponsor, Carticas
officers and directors will lose their entire investment in Cartica if Cartica fails to complete
an initial business combination on or before January7, 2025, and the Third Extension
Amendment Proposal is not approved;
the
continued indemnification of Carticas existing directors and officers and the continuation
of Carticas directors and officers liability insurance after a business
combination; and
the
fact that if the Trust Account is liquidated, including in the event Cartica is unable to
complete an initial business combination within the required time period, the Sponsor has
agreed to indemnify Cartica to the extent necessary to preserve the proceeds in the Trust
Account, provided that such obligation shall only apply to the extent necessary any such
claims for services rendered or contracted for or products sold to Cartica, reduce the amount
of funds in the Trust Account to below the lesser of (i)$10.30 per public share and
(ii)the actual amount per public share held in the Trust Account as of the date of
the liquidation of the Trust Account due to reductions in value of the trust assets, in each
case net of the interest that may be withdrawn to pay Carticas tax obligations, except
as to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account and except as to any claims under Carticas indemnity of the underwriters
of Carticas initial public offering against certain liabilities, including liabilities
under the Securities Act.
on
or before 5:00 p.m., Eastern Time, on December23, 2024 (two business days before the
Special Meeting), tender your shares physically or electronically and submit a request in
writing that Cartica redeem your Public Shares for cash to Continental Stock Transfer
Trust Company, Carticas transfer agent, at the following address:
1 State Street, 30
th
Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: Spacredemptions@continentalstock.com
deliver
your Public Shares either physically or electronically through DTCs DWAC system to
the transfer agent at least two business days before the Special Meeting.
certain
U.S. expatriates;
traders
in securities that elect mark-to-market treatment;
S corporations;
U.S.
shareholders (as defined below) whose functional currency is not the U.S. dollar;
financial
institutions;
mutual
funds;
qualified
plans, such as 401(k)plans, individual retirement accounts,etc.;
insurance
companies;
broker-dealers;
regulated
investment companies (or RICs);
real
estate investment trusts (or REITs);
persons
holding shares as part of a straddle, hedge, conversion
transaction, synthetic security or other integrated investment;
persons
subject to the alternative minimum tax provisions of the Code;
tax-exempt
organizations;
persons
that actually or constructively own 5 percent or more of Carticas shares; and
Redeeming
Non-U.S. Holders (as defined below, and except as otherwise discussed below).
a
citizen or resident of the United States;
a corporation
(including an entity treated as a corporation for U.S. federal income tax purposes) created
or organized in or under the laws of the United States or any political subdivision thereof;
any
gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares
or warrants (which would include the redemption, if such redemption is treated as a sale
under the rulesdiscussed under the heading - Tax Treatment of the Redemption-In
General, above); and
any
excess distribution made to the Redeeming U.S. Holder (generally, any distributions
to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are
greater than 125% of the average annual distributions received by such Redeeming U.S. Holder
in respect of the shares during the three preceding taxable years of such Redeeming U.S.
Holder or, if shorter, such Redeeming U.S. Holders holding period for the shares),
which may include the redemption to the extent such redemption is treated as a distribution
under the rulesdiscussed under the heading - Tax Treatment of the Redemption-In
General, above. Under these special rules,
the
Redeeming U.S. Holders gain or excess distribution will be allocated ratably over
the Redeeming U.S. Holders holding period for the shares or warrants;
the
amount allocated to the Redeeming U.S. Holders taxable year in which the Redeeming
U.S. Holder recognized the gain or received the excess distribution, or to the period in
the Redeeming U.S. Holders holding period before the first day of our first taxable
year in which we are a PFIC, will be taxed as ordinary income;
the
amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder
and included in its holding period will be taxed at the highest tax rate in effect for that
year and applicable to the Redeeming U.S. Holder; and
the
interest charge generally applicable to underpayments of tax will be imposed in respect of
the tax attributable to each such other taxable year of the Redeeming U.S. Holder.
failsto
provide an accurate taxpayer identification number;
is
notified by the IRS regarding a failure to report all interest or dividends required to be
shown on his or her federal income tax returns; or
in certain
circumstances, fails to comply with applicable certification requirements.
THE THIRD EXTENSION AMENDMENT PROPOSAL.
THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
each
person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;
each
of our executive officers and directors that beneficially owns our Ordinary Shares; and
all
our executive officers and directors as a group.
ClassAOrdinaryShares
ClassBOrdinaryShares
Approximate
Numberof
Numberof
Percentage
Shares
Approximate
Shares
Approximate
ofOutstanding
Beneficially
Percentage
Beneficially
Percentage
Ordinary
Name and Address of Beneficial Owner (1)
Owned
ofClass
Owned
ofClass
Shares
Cartica Acquisition Partners, LLC, our Sponsor
(2)
4,750,000
67.9
%
700,000
70
%
68.1
%
Suresh Singamsetty, Chief Investment Officer and Director
Kishore Kondragunta, Director
Rana Gujral, Director
Suresh Guduru, Chief Executive Officer and Chairman(3)
4,750,000
700,000
70
%
68.1
%
John F. Levy, Director
C. Brian Coad, Chief Operating Officer and Chief Financial
Officer
All executive officers and directors as a group (six individuals)
4,750,000
67.9
%
700,000
70
%
68.1
%
5% Shareholders
(1)
Unless
otherwise noted, the business address of each of the following entities or individuals is
c/o 1345 Avenue of the Americas, 11th Floor New York, NY 10105.
(2)
Our Sponsor, Cartica Acquisition Partners, LLC, is the record holder
of 700,000 ClassB Ordinary Shares and 4,750,000 ClassA Ordinary Shares converted on a one-for-one basis from 4,750,000 ClassB
Ordinary Shares on June29, 2023. The managing member of our Sponsor is Suresh Guduru. Accordingly, Suresh Guduru may be deemed to
have beneficial ownership of such shares held by our Sponsor except to the extent of his pecuniary interest therein.
(3)
These
shares represent the ClassA Ordinary Shares and the ClassB
Ordinary Shares held by our Sponsor. Our Sponsor acquired the ClassB Ordinary Shares pursuant to a securities subscription agreement
dated February9, 2021 by and between us and our sponsor. Mr.Guduru is our Chief Executive Officer and Director, and is the
Managing Member of Namaste Universe Sponsor LLC, a majority owner of our Sponsor. Mr.Guduru is also the Managing Member of our Sponsor,
and accordingly, may be deemed to have beneficial ownership of such shares held by our Sponsor. Mr.Guduru disclaims any beneficial
ownership of such shares except to the extent of his pecuniary interest therein.
if the
shares are registered in the name of the shareholder, the shareholder should contact Cartica
at the following address and e-mail address:
c/o Ellenoff Grossman Schole LLP
1345 Avenue of the Americas
New York, NY10105
Attention: Suresh Guduru
Tel: (202) 741-3677
Email: sguduru@carticaspac.com
if
a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank
or nominee directly.
c/o Ellenoff Grossman Schole LLP
1345 Avenue of the Americas
New York, NY10105
Attention: Suresh Guduru
Tel: (202) 741-3677
Email: sguduru@carticaspac.com
President CEO
Advantage Proxy,Inc.
PO Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
(banks and brokers can call collect at (206) 870-8565)
Email: ksmith@advantageproxy.com
TO THE
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
OF
CARTICA ACQUISITION CORP
TO THE
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
OF
CARTICA ACQUISITION CORP
(a)
submit such Business Combination to its Members for approval; or
Special Meeting to Be Held on December26, 2024:
https://www.cstproxy.com/carticaspac/egm2024.
CARTICA ACQUISITION CORP THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3 (IF PRESENTED).
Please mark
votes as
x
indicated in this example
(1)The
Extension Amendment Proposal
To approve, by way of special resolution, that the date by which Cartica has
to consummate a business combination be extended from January7, 2025 to October7, 2025 (or such earlier date as determined by
the board of directors) and that the Amended and Restated Memorandum of Association and Articles of Association of Cartica be amended
as set out in Annex A to the proxy statement.
FOR
¨
AGAINST
¨
ABSTAIN
¨
(2) The Redemption Limitation Amendment Proposal
To
eliminate, by way of special resolution, from the the Amended and Restated Memorandum of Association and Articles of Association of Cartica,
the limitation that Cartica may not redeem Public Shares to the extent that such redemption would result in Cartica having net tangible
assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than US$5,000,001
(the Redemption Limitation) in order to allow Cartica to redeem Public Shares irrespective of whether such redemption would
exceed the Redemption Limitation and that the Amended and Restated Memorandum of Association and Articles of Association of Cartica be
amended as set out in Annex B to the proxy statement.
FOR
¨
(3) The
Adjournment Proposal
To adjourn, by way of ordinary resolution, the Special Meeting to a
later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of
the Special Meeting, there are not sufficient votes to approve the other proposals.
FOR
¨
AGAINST
¨
ABSTAIN
¨
Date: ,
2024
Signature
Signature
(if held jointly)
When
Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.