UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41198

CARTICA ACQUISITION CORP

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1775 I Street NW, Suite 900

Washington, D.C. 20006

(Address of principal executive offices)

+1-202-367-3003

(Issuer’s telephone number)

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 shares, par value $0.0001 per share	CITE	The Nasdaq Stock Market LLC

Redeemable warrants	CITEW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 15, 2023, there were 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

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CARTICA ACQUISITION CORP

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022 (Audited)		1
Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		28
Item 4. Controls and Procedures		29
Part II. Other Information
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		31
Item 4. Mine Safety Disclosures		31
Item 5. Other Information		31
Item 6. Exhibits		32
Part III. Signatures		33

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PART I- FINANCIAL INFORMATION

Item 1. Financial Statements.

CARTICA ACQUISITION CORP

CONDENSED BALANCE SHEETS


	March 31, 2023		December 31, 2022
	(Unaudited)
Assets
Current assets
Cash	$	769,508	$	1,081,479
Prepaid expenses, current portion		208,501		338,111
Total Current Assets		978,009		1,419,590

Cash and marketable securities held in Trust Account		242,673,094		240,113,631
Total Assets	$	243,651,103	$	241,533,221

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	156,640	$	103,031
Total Current Liabilities		156,640		103,031

Warrant liabilities		2,077,000		2,077,000
Deferred underwriting fee payable		8,050,000		8,050,000
Total Liabilities		10,283,640		10,230,031

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 23,000,000 shares at redemption value of $10.55 and $10.44 as of March 31, 2023 and December 31, 2022, respectively		242,673,094		240,113,631

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 23,000,000 shares subject to possible redemption) at March 31, 2023 and December 31, 2022 , respectively		—		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		575		575
Additional paid-in capital		—		—
Accumulated deficit		(9,306,206)		(8,811,016)
Total Shareholders’ Deficit		(9,305,631)		(8,810,441)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	243,651,103	$	241,533,221

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the
	Three Months Ended
	March 31,
	2023		2022
Operating and formation costs	$	495,190	$	965,893
Loss from operations		(495,190)		(965,893)

Other income (expense):
Interest earned on cash and marketable securities held in Trust Account		2,559,463		127,044
Change in fair value of warrant liabilities		—		7,867,560
Transaction costs incurred in connection with the IPO		—		(378,343)
Other income, net		2,559,463		7,616,261

Net income	$	2,064,273	$	6,650,368

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		23,000,000		21,211,111

Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.07	$	0.25

Basic and diluted weighted average shares outstanding, Class B ordinary shares		5,750,000		5,691,667

Basic and diluted income per share, Class B ordinary shares	$	0.07	$	0.25

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED March 31, 2023


	Class A			Class B				Additional				Total
	Ordinary Shares			Ordinary Shares				Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares		Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—		5,750,000	$	575	$	—	$	(8,811,016)	$	(8,810,441)

Remeasurement of Class A ordinary shares to redemption amount	—		—		—		—		—		(2,559,463)		(2,559,463)

Net income	—		—		—		—		—		2,064,273		2,064,273

Balance – March 31, 2023	—	$	—		5,750,000	$	575	$	—	$	(9,306,206)	$	(9,305,631)

FOR THE THREE MONTHS ENDED MARCH 31, 2022


	Class A			Class B				Additional				Total
	Ordinary Shares			Ordinary Shares				Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares		Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	—	$	—		5,750,000	$	575	$	24,425	$	(268,389)	$	(243,389)

Contribution in excess of fair value of Private Placement Warrants	—		—		—		—		7,791,000		—		7,791,000

Remeasurement of Class A ordinary shares to redemption amount	—		—		—		—		(7,815,425)		(17,893,362)		(25,708,787)

Net income	—		—		—		—		—		6,650,368		6,650,368

Balance – March 31, 2022	—	$	—		5,750,000	$	575	$	—	$	(11,511,383)	$	(11,510,808)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months
	Ended
	March 31,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	2,064,273	$	6,650,368
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(2,559,463)		(127,044)
Change in fair value of warrant liabilities		—		(7,867,560)
Transaction costs incurred in connection with the IPO		—		378,343
Changes in operating assets and liabilities:
Prepaid expenses, current portion		129,610		(560,156)
Prepaid expenses, non-current portion		—		(337,628)
Accounts payable and accrued expenses		54,959		(4,680)
Net cash used in operating activities		(310,621)		(1,868,357)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		—		(236,900,000)
Net cash used in investing activities		—		(236,900,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—		225,400,000
Proceeds from sale of Private Placements Warrants		—		15,900,000
Repayment of promissory note – related party		—		(244,225)
Payment of other offering costs		(1,350)		(378,095)
Net cash (used in) provided by financing activities		(1,350)		240,677,680

Net Change in Cash		(311,971)		1,909,323
Cash – Beginning of period		1,081,479		965
Cash – End of period	$	769,508	$	1,910,288

Non-cash investing and financing activities:
Offering costs included in accounts payable	$	—	$	11,880
Remeasurement of Class A ordinary shares to redemption amount	$	2,559,463	$	—
Deferred underwriting fee payable	$	—	$	8,050,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Cartica Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 3, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

On January 7, 2022, the Company closed its initial public offering (the “IPO”) and completed the sale of 23,000,000 units (the “Units”), including 3,000,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, each Unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Class A ordinary shares”), and (ii) one-half of one redeemable warrant of the Company (collectively, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000 (before underwriting discounts and offering expenses).

Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 15,900,000 warrants (the “Private Placement Warrants”) to Cartica Acquisition Partners, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $15,900,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company (except as described in the registration statement for the Company’s IPO (the “Registration Statement”)); (ii) may not (and the Class A ordinary shares issuable upon exercise of such warrants may not) be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination (subject to certain exceptions described in the Registration Statement); (iii) may be exercised by the holders thereof on a cashless basis; and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Transaction costs amounted to $13,295,086 consisting of $12,650,000 of underwriting discount and $645,086 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. At the closing of the IPO, management has agreed that an amount equal to at least $10.30 per Unit sold in the IPO, including proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

(Unaudited)

The Company will provide the holders of its issued and outstanding Class A ordinary shares sold as part of the units in its initial public offering (whether they are purchased in such offering or thereafter in the open market) (the “Public Shares”) (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares, or Class A ordinary shares sold as part of the IPO, upon the completion of a Business Combination either (i) in connection wit

SEC Form 10-Q filed by Cartica Acquisition Corp