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Item 1.01. |
Entry into a Material Definitive Agreement. |
On
June 26, 2023, Cartica Acquisition Corp (the “Company”) entered into certain non-redemption agreements (the “Non-Redemption
Agreements”) with unaffiliated institutional investors (the “Holders”) in exchange for the Holders agreeing either not
to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 3,150,000 Class A
ordinary shares, par value $0.0001 per share (the “public shares”) held by the Holders, in connection with the extraordinary
general meeting in lieu of an annual meeting called by the Company (the “Meeting”) to, among other things, approve an amendment
to the Company’s amended and restated memorandum and articles of association (the “Charter”) to extend the date by which
the Company must consummate an initial business combination from July 7, 2023 to April 7, 2024 (the “Extension”). In consideration
of the foregoing agreement, the Company shall issue to the Holders an aggregate of 787,500 Class A ordinary shares (the “New
Shares”) substantially concurrently with or immediately after, the closing of an initial business combination. The Holders will
be entitled to the same registration rights set forth in that certain Registration and Shareholder Rights Agreement, dated as of January
4, 2022, among Cartica Acquisition Partners, LLC, the Company and the other parties thereto, in respect of all the New Shares held by
the Holders. The Company may to enter into additional non-redemption agreements with unaffiliated third parties on substantially the same
terms as the Non-Redemption Agreements.
As
of the date of this report, we have entered into Non-Redemption Agreements with respect to an aggregate of 3,850,000 Class A ordinary
shares, and have agreed to issue an aggregate of 962,500 New Shares.
The
Company estimates that as of June 30, 2023, the date of the Meeting, the pro rata portion of the funds available in the Company’s
trust account for the redemption of public shares will be approximately $10.67 per share (which may be adjusted prior to redemptions for
tax withholdings, if any, and accrued interest).
The
Non-Redemption Agreements are not expected to increase the likelihood that the Extension is approved by Company’s shareholders but
is expected to increase the amount of funds that remain in the Trust Account following the Meeting, relative to the amount of funds that
would have remained in the trust account following the Meeting had the Non-Redemption Agreements not been entered into and the shares
under the agreements had been redeemed.
The
foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreements filed herein as Exhibit 10.1 and incorporated herein by reference.
Shareholders
may withdraw redemptions at any time until June 28, 2023 with respect to the Extension. Shareholders may request to withdraw their redemption
by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company, at One State Street, 30th Floor,
New York, New York 10004, Attn: SPAC Redemption Team (e-mail: Spacredemptions@continentalstock.com).
Forward-Looking Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Extension, its
expectation that the Non-Redemption Agreements will increase the amount remaining in the Trust Account following the Meeting and the Company
may enter into additional non-redemption agreements, its inability to complete an initial business combination within the required time
period and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”),
including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk
Factors” and other documents the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the
Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the shareholders of the Company in favor of the approval of the Extension. Investors and shareholders
may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in
the definitive proxy statement dated June 12, 2023, as supplemented to date (the “Extension Proxy Statement”), which may be
obtained free of charge from the sources indicated below.
No Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension.
This Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information
and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement as well as other documents filed
by the Company with the SEC, because these documents will contain important information about the Company and the Extension. Shareholders
may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request
to the Company’s proxy solicitor: Advantage Proxy, Inc., PO Box 10904, Yakima, WA 98909, Attn: Karen Smith, e-mail: ksmith@advantageproxy.com.