Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Extension Promissory Note

As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 10, 2025, Cartica Acquisition Corp, a special purpose acquisition company incorporated as a Cayman Islands exempted company (the "Company"), issued a promissory note in the principal amount of up to $121,328.64 to Cartica Acquisition Partners, LLC (the "Sponsor"), a Delaware limited liability company for the first three months of the extension of the Company's termination date from January 7, 2025 to October 7, 2025 (the "Extension") for the benefits of Class A ordinary shares of the Company sold in its initial public offering (the "Public Shares") that were not redeemed in connection with the Extension that was approved at the Company's extraordinary general meeting of shareholders held on January 3, 2025.

On April 1, 2025, the Company issued a second promissory note (the "Second Extension Note") in the principal amount of up to $161,771.52 to the Sponsor for the second three months of the Extension and accordingly deposited in its trust account (the "Trust Account") $53,923.84 each month (commencing on April 8, 2025 and on the 7^th day of each subsequent month) through July 7, 2025.

On August 11, 2025, the Company issued a third promissory note (the "Third Extension Note") in the principal amount of up to $202,214.40 to the Sponsor for the third three months of the Extension and will accordingly deposit in the Trust Account $67,404.80 each month (commencing on July 8, 2025 and on the 7^th day of each subsequent month) through October 7, 2025.

The principal amount of this note may be drawn down in three equal amounts of $67,404.80 per month. The Third Extension Note bears no interest and is payable in full upon the earlier of (i) the date of the consummation of the Company's initial business combination, and (ii) the date of the liquidation of the Company.

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

The foregoing description is qualified in its entirety by reference to the Third Extension Note, a copy of which is attached as Exhibit 10.1 hereto 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.