10/09/2025 | Press release | Distributed by Public on 10/09/2025 15:20
Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2025, Cartica Acquisition Corp (the "Company") issued a promissory note (the "Note") in the aggregate principal amount of up to $148,409.44 (the "Extension Funds") to Cartica Acquisition Partners, LLC, a Delaware limited liability company and the Company's sponsor, pursuant to which the Extension Funds will be deposited into the Company's trust account (the "Trust Account") for the benefit of the holders of the outstanding Class A ordinary shares of the Company included as part of the units in the Company's initial public offering consummated on January 7, 2022 (the "Initial Public Offering" and such shares, the"Public Shares") that was not redeemed in connection with the extension of the date by which the Company much consummate a Business Combination (the "Combination Period") from October 7, 2025 to February 7, 2026.
The Company will deposit $37,102.36 per month into the Trust Account, which equates to approximately $0.04 per remaining Public Share, for each monthly period (commencing on October 8, 2025 and ending on the 7th day of each subsequent month) until February 7, 2026, or portion thereof, that is needed to complete a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more businesses (a "Business Combination"), for up to an aggregate of $148,409.44.
The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, and (b) the date of the liquidation of the Company.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
On October 9, 2025, the Company deposited $37,102.36 into the Trust Account for the extension of the Combination Period from October 7, 2025 to November 7, 2025.
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 (this "Report") is incorporated by reference in this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Report is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 3, 2025, the Company held an extraordinary general meeting of shareholders (the "Meeting"). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:
(a) | a proposal to approve, by way of special resolution, that the Combination Period be extended from October 7, 2025 to February 7, 2026 (or such earlier date as determined by the Company's board of directors) and that the Company's Amended and Restated Memorandum of Association and Articles of Association, as amended (the "Articles"), be amended as set out in Annex A to the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on September 19, 2025 (the "Extension Amendment Proposal" and such amendment to the Articles, the "Extension Amendment"); |
(b) | a proposal to ratify, by way of ordinary resolution, the selection by the Company's audit committee, and appointment, of CBIZ CPAs P.C. to serve as our independent registered public accounting firm for the year ending December 31, 2025 (the "Auditor Ratification Proposal"); and |