エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2024
Cartica Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41198 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +1-202-741-3677
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant | CITEU | The Nasdaq Stock Market LLC | ||
| Class A Ordinary Share, par value $0.0001 per share | CITE | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants | CITEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2023, on August 31, 2023, Cartica Acquisition Corp, a Cayman Islands exempted company (the “Company”), issued a promissory note (the “Working Capital Note”) to the Company’s sponsor, Cartica Acquisition Partners, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $300,000 for working capital expenses. On February 16, 2024, the Working Capital Note was amended to increase the principal sum from up to $300,000 to up to $750,000. The Working Capital Note, as amended, bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination and (b) the date of the Company’s liquidation.
The Working Capital Note, as amended, was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Amendment to the Working Capital Note (the “Amendment”) does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Amendment to Promissory Note issued to Cartica Acquisition Partners, LLC, dated February 16 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cartica Acquisition Corp | ||
| Date: February 22, 2024 | By: | /s/ Suresh Guduru |
| Name: | Suresh Guduru | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 10.1
THE PROMISSORY NOTE TO WHICH THIS AMENDMENT RELATES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH PROMISSORY NOTE, AS AMENDED, HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO PROMISSORY NOTE
| Principal Amount: |
up to $750,000 (consisting of the original principal amount of $300,000 and an additional principal amount of $450,000)
|
Dated as of February 16, 2024 |
(as set forth on the Schedule of Borrowings attached hereto)
Cartica Acquisition Corp, a Cayman Islands exempted company and blank check company (the “Maker”), hereby amends its promissory note dated as of August 31, 2023 (the “Note”) to:
(a) increase the principal amount that it promises to pay to the order of Cartica Acquisition Partners, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), from the original principal sum of up to three hundred thousand U.S. dollars ($300,000) to the principal sum of up to seven hundred and fifty thousand dollars ($750,000) (as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, and
(b) revise the date on which the principal balance of the Note shall be payable by the Maker to be the earlier of: (i) the date of the Maker’s liquidation or (ii) the date on which Maker consummates a business combination.
All of the other terms of the Note remain unchanged and in effect.
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this amendment to be duly executed by the undersigned as of the day and year first above written.
| CARTICA ACQUISITION CORP | |||
| A Cayman Islands exempted company | |||
| By: | /s/ C. Brian Coad | ||
| Name: | C. Brian Coad | ||
| Title: | Chief Operating Officer and Chief Financial Officer | ||
| [Signature Page to Amendment to Promissory Note] |
SCHEDULE OF BORROWINGS
The following increases or decreases in the Note have been made:
| Date of Increase or Decrease |
Amount of decrease in Principal Amount of the Note |
Amount of increase in Principal Amount of the Note |
Principal Amount of the Note following such decrease or increase |
| February 16, 2024 | NA | $450,000 | $750,000 |
| [Signature Page to Amendment to Promissory Note] |