Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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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 June 30, 2024

☐ 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.)

1345 Avenue of the Americas, 11th Floor, New York, NY		10105
(Address of principal executive offices)		(Zip Code)

+1-202-741-3677

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 the 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 August 21, 2024, there were 6,999,422 Class A ordinary shares, par value $0.0001 per share, and 1,000,000 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 JUNE 30, 2024

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		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		39
Item 4. Controls and Procedures		39
Part II. Other Information
Item 1. Legal Proceedings		40
Item 1A. Risk Factors		40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		42
Item 3. Defaults Upon Senior Securities		42
Item 4. Mine Safety Disclosures		42
Item 5. Other Information		43
Item 6. Exhibits		43
Part III. Signatures		44

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PART I- FINANCIAL INFORMATION

Item 1. Financial Statements.

CARTICA ACQUISITION CORP

CONDENSED BALANCE SHEETS


	June 30, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets
Cash	$	19,294	$	8,027
Prepaid expenses		76,107		89,513
Total Current Assets		95,401		97,540
Cash and marketable securities held in Trust Account		25,486,129		46,305,735
Total Assets	$	25,581,530	$	46,403,275

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	4,088,262	$	570,768
Promissory notes – related party		1,433,500		250,000
Total Current Liabilities		5,521,762		820,768

Warrant liabilities		5,206,000		981,000
Total Liabilities		10,727,762		1,801,768

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 2,249,422 and 4,214,415 shares at redemption value of $11.33 and $10.99 as of June 30, 2024 and December 31, 2023, respectively		25,486,129		46,305,735

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; 4,750,000 issued and outstanding (excluding 2,249,422 and 4,214,415 shares subject to possible redemption) at June 30, 2024 and December 31, 2023, respectively		475		475
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 1,000,000 shares issued and outstanding at June 30, 2024 and December 31, 2023		100		100
Additional paid-in capital		2,233,342		3,285,341
Accumulated deficit		(12,866,278)		(4,990,144)
Total Shareholders’ Deficit		(10,632,361)		(1,704,228)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	25,581,530	$	46,403,275

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				For the
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Operating and formation costs	$	2,174,582	$	655,107	$	4,583,133	$	1,150,297
Loss from operations		(2,174,582)		(655,107)		(4,583,133)		(1,150,297)

Other income (expense):
Interest earned on cash and marketable securities held in Trust Account		348,692		2,914,130		931,999		5,473,593
Change in fair value of warrant liabilities		(2,148,000)		548,000		(4,225,000)		548,000
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs		—		214,220		—		214,220
Other income, net		(1,799,308)		3,676,350		(3,293,001)		6,235,813

Net (loss) income	$	(3,973,890)	$	3,021,243	$	(7,876,134)	$	5,085,516

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		2,335,795		23,000,000		3,275,105		23,000,000

Basic and diluted net (loss) income per share, Class A ordinary shares subject to redemption	$	(0.49)	$	0.11	$	(0.87)	$	0.18

Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption		5,750,000		5,750,000		5,750,000		5,750,000

Basic and diluted net (loss) income per share, Class A and Class B ordinary shares not subject to redemption		(0.49)		0.11		(0.87)		0.18

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 AND SIX MONTHS ENDED June 30, 2024


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2023	4,750,000	$	475	1,000,000	$	100	$	3,285,341	$	(4,990,144)	$	(1,704,228)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(583,307)		—		(583,307)

Net loss	—		—	—		—		—		(3,902,244)		(3,902,244)

Balance – March 31, 2024	4,750,000	$	475	1,000,000	$	100	$	2,702,034	$	(8,892,388)	$	(6,189,779)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(468,692)		—		(468,692)

Net loss	—		—	—		—		—		(3,973,890)		(3,973,890)

Balance – June 30, 2024	4,750,000	$	475	1,000,000	$	100	$	2,233,342	$	(12,866,278)	$	(10,632,361)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2022	—	$	—	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)

Conversion of Class B ordinary shares to Class A Ordinary Shares - Non- redeemable	4,750,000		475	(4,750,000)		(475)		—		—		—

Waiver of deferred underwriting fee	—		—	—		—		7,835,780		—		7,835,780

Capital Contribution by Sponsor for issuance of Non-Redemption agreements to Stockholders	—		—	—		—		158,139		—		158,139

Stockholder non-redemption agreements	—		—	—		—		(158,139)		—		(158,139)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(2,914,130)		—		(2,914,130)

Net income	—		—	—		—		—		3,021,243		3,021,243

Balance – June 30, 2023	4,750,000	$	475	1,000,000	$	100	$	4,921,650	$	(6,284,963)	$	(1,362,738)

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 Six Months Ended
	June 30,
	2024		2023
Cash Flows from Operating Activities:
Net (loss) income	$	(7,876,134)	$	5,085,516
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(931,999)		(5,473,593)
Change in fair value of warrant liabilities		4,225,000		(548,000)
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs		—		(214,220)
Changes in operating assets and liabilities:
Prepaid expenses		13,406		73,979
Accounts payable and accrued expenses		3,517,494		206,179
Net cash used in operating activities		(1,052,233)		(870,139)

Cash Flows from Investing Activities:
Cash deposited in the Trust Account for monthly extensions		(120,000)		—
Cash withdrawn from Trust Account in connection with redemption		21,871,605		—
Net cash provided by investing activities		21,751,605		—

Cash Flows from Financing Activities:
Proceeds from promissory notes – related party		1,183,500		—
Redemption of Class A ordinary shares subject to redemption		(21,871,605)		—
Net cash used in financing activities		(20,688,105)		—

Net Change in Cash		11,267		(870,139)
Cash – Beginning of period		8,027		1,081,479
Cash – End of period	$	19,294	$	211,340

Non-cash investing and financing activities:
Remeasurement of Class A ordinary shares to redemption amount	$	1,051,999	$	5,473,593
Waived deferred underwriting discount	$	—	$	7,835,780
Redeemed stock payable to public stockholders	$	—	$	200,586,942

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

JUNE 30, 2024

(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 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 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 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, an amount equal to at least $10.30 per Unit sold in the IPO, including proceeds from the sale of the Private Placement Warrants, were deposited 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) Company’s liquidation. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on January 5, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash items until the earlier of consummation of its Business Combination or liquidation, as reflected in the amendment to the investment management trust agreement.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

The Company will provide the holders of its issued and outstanding Class A ordinary shares sold as part of the units in its IPO (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, upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. For the avoidance of doubt, the Public Shares exclude the Class A ordinary shares held by the Sponsor after the Conversion, as defined below. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.30 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of two business days prior to the completion of the Business Combination. The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions which the underwriter for the Company’s IPO has waived (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares have been issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be allocated the proceeds as determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Although redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and have been classified as such on the balance sheet until such date that a redemption event takes place.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

The Company must consummate a Business Combination initially by July 7, 2023 (which was 18 months from the closing of IPO), which was extended to April 7, 2024 and further to January 7, 2025 (or such earlier date as determined by the board) (the “Combination Period”). If the Company has not consummated a Business Combination within the Combination Period, the Company will redeem 100% of the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law and certain conditions.

The Sponsor and the Company’s directors and officers have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre- Business Combination activity.

The Company will have until January 7, 2025 (or such earlier date as determined by the Company’s board) to complete a Business Combination. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

On May 23, 2023, the Sponsor entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the Cartica Investors, LP and Cartica Investors II, LP (together, the “Cartica Funds”) and Namaste Universe Sponsor LLC, a Delaware limited liability company (“Namaste”). Pursuant to the Purchase Agreement, Namaste acquired from the Cartica Funds, certain membership interests in the Sponsor, which combined interests entitled Namaste to receive, in the aggregate, 3,490,949 Class B ordinary shares, par value $0.0001 per share and 15,900,000 private placement warrants (the transaction, the “Transfer”). In connection with the Transfer, the Company terminated the Forward Purchase Agreement, amended the administrative support agreement (see Note 5), and experienced a change in its board of directors, as more fully described below within these condensed financial statements.

In connection with the Transfer, on May 23, 2023, Subramanian Ramadorai, Keki M. Mistry, Farida Khambata, Parul Bhandari, Asif Ramji and Steven J. Quamme resigned as directors of the Company’s board of directors and Steven J. Quamme resigned as interim Chief Executive Officer. Concurrently with the Transfer, holders of the Company’s Class B ordinary shares elected Suresh Guduru, Suresh Singamsetty, Kishore Kondragunta, Rana Gujral, Kyle Ingvald Parent and John F. Levy as directors of the Company’s board of directors (collectively, the “New Directors”). In addition, Kyle Ingvald Parent and Suresh Singamsetty were appointed as Class I directors with a term expiring at the Company’s first annual general meeting; John F. Levy and Kishore Kondragunta were appointed as Class II directors with a term expiring at the second annual general meeting; and Rana Gujral and Suresh Guduru were appointed as Class III directors with a term expiring at the Company’s third annual general meeting. John F. Levy, Rana Gujral and Kyle Invalid Parent have been appointed as members of the Board’s audit committee (the “Audit Committee”) and compensation, nominating and corporate governance committee, with Mr. Levy serving as the Chairman of the Audit Committee and Mr. Gujral serving as the Chairman of the compensation, nominating and corporate governance committee. The Company’s board determined that John F. Levy, Rana Gujral, Kyle Ingvald Parent and Kishore Kondragunta are each an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

On June 29, 2023, the Company issued an aggregate of 4,750,000 Class A ordinary shares to the Sponsor, upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share, held by the Sponsor. The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO.

On June 30, 2023, the Company held an extraordinary general meeting in lieu of an annual meeting (the “First Extension Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “First Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from July 7, 2023 to April 7, 2024 (or such earlier date as determined by the Company’s board) (the “First Extension”).

In connection with the First Extension Meeting, shareholders holding 18,785,585 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions and the Conversion, there were 8,964,415 Class A ordinary shares issued and outstanding and 1,000,000 Class B ordinary shares issued and outstanding and the Sponsor holds approximately 55% of the issued and outstanding ordinary shares. On July 17, 2023, the Company paid an aggregate amount of $200,917,798 from the Trust Account to the aforementioned redeeming shareholders for the 18,785,585 Public Shares redeemed on June 30, 2023 which included interest earned through July 13, 2023, the date the redemption was processed (see Note 2).

On January 5, 2024, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or the Company’s liquidation, which was reflected in the amendment to the investment management trust agreement with Continental. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

On April 3, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Second Extension Meeting”) at which the Company’s shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “Second Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from April 7, 2024 to January 7, 2025 (the “Second Extension”). In connection with the Second Charter Amendment, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension. In connection with the Second Extension, shareholders holding 1,964,993 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $21.87 million (approximately $11.13 per share) was removed from the Trust Account to pay such holders. Immediately following the redemptions, there were 2,249,422 Public Shares issued and outstanding.

On April 16, 2024, the Company received a notice (the “Nasdaq Delisting Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq” or the “Exchange”) indicating that the Company did not regain compliance with the Minimum Total Holders Rule during the Extension Period, as defined below. On September 25, 2023, the Company received a written notice from the Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), the maximum amount of time for the Company to regain compliance with the Minimum Total Holders Rule is 180 days, or until March 25, 2024 (the “Extension Period”). The Company had requested a hearing before the Nasdaq Hearings Panel (the “Panel”) which stayed the suspension of trading on the Company’s securities, and the Company’s securities continued to trade on the Nasdaq Global Market while the hearing and the written decision by the Panel were in process. The Company appeared before the Panel on May 23, 2024.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

On June 17, 2024, the Company received a written notice from the Panel indicating it had granted the Company’s request for continued listing on the Exchange and transfer of its securities to the Nasdaq Capital Market from the Nasdaq Global Market, subject to the obligation that, on or before June 28, 2024, the Company will demonstrate compliance with Listing Rule 5450(a)(2). On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that the Exchange approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024, the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on the Exchange.

On June 24, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Nidar Infrastructure Limited, a Cayman Islands exempted company (“Nidar”), and Yotta Data and Cloud Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Nidar (“Merger Sub”). Nidar is a data center provider for artificial intelligence and high-performance compute in India. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement, (a) Merger Sub will merge with and into Cartica (the “First Merger”), with Cartica surviving the First Merger as a direct, wholly owned subsidiary of Nidar (Cartica as the surviving entity of the First Merger, the “Surviving Entity”) and the shareholders of Cartica becoming shareholders of Nidar; and (b) Surviving Entity will merge with and into Nidar (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with Nidar (such company, as the surviving entity of the Second Merger, the “Surviving Company”) surviving the Second Merger. Concurrently with the execution and delivery of the Business Combination Agreement, (i) the Sponsor, the Company, and Nidar entered into a Lock-Up and Support Agreement (the “Sponsor Lock-Up and Support Agreement”), and (ii) Nidar, the Company, and the Nidar shareholders entered into a Lock-Up and Support Agreement (the “Nidar Shareholder Lock-Up and Support Agreement”).

The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights with respect to any Founder Shares (including any Founder Shares that were converted into Class A ordinary shares) if the Company fails to complete a Business Combination within the Combination Period. However, if any such person acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account. In the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than $10.30 per Unit.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.30 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

Liquidity and Going Concern

As of June 30, 2024, the Company had $19,294 in its operating bank accounts and working capital deficit of $5,426,361.

In August 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Working Capital Note”). 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. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000 (the “Third Amendment”). 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. $1,313,500 and $250,000 was outstanding under the Working Capital Note as of June 30, 2024 and December 31, 2023, respectively.

In April 2024, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension. As of June 30, 2024, the Company borrowed $120,000 under the terms of the Extension Note. Subsequent to June 30, 2024, the company has drawn additional $80,000 to cover extension payments in the Trust Account to allow extension through September 7, 2024.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination.

The Company may need to raise further additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company has until January 7, 2025, to consummate a Business Combination. If a Business Combination is not consummated by the liquidation date, there may be a mandatory liquidation and subsequent dissolution. Additionally, the Company does not have sufficient liquidity to fund the working capital needs of the Company through January 7, 2025, or through twelve months from the filing of this report. Management of the Company has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the filing of this report. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 7, 2025.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on April 1, 2024 (the “2023 Annual Report”). The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents at June 30, 2024 and December 31, 2023.

Cash and Marketable Securities Held in Trust Account

At June 30, 2024, all of the assets in the Trust Account were in the form of cash held in an interest-bearing demand deposit account and at December 31, 2023, substantially all of the assets in the Trust Account were held in a money market fund that invests in U.S. Treasury securities.

The Company classified its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Offering Costs associated with the IPO

The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering costs consist of underwriting fees, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and offering costs associated with the Class A ordinary shares have been charged to temporary equity at the completion of the IPO. The Company incurred offering costs amounting to $13,295,086 as a result of the IPO (consisting of $12,650,000 of underwriting fees and $645,086 of other offering costs). The Company recorded $12,916,743 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $378,343 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

On April 14, 2023, J.P. Morgan Securities LLC (“J.P. Morgan”), the underwriter for the IPO of the Company, terminated its association with the Company and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $8,050,000 in connection with its role as underwriter in the Company’s IPO. As a result, the Company recognized $214,220 of other income on the Company’s condensed statements of operations attributable to the derecognition of deferred underwriting fees allocated to offering costs and $7,835,780 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying condensed financial statements (see Note 6).

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands or any other taxable jurisdiction. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not engaged in a U.S. trade or business at this time.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

●

Level 1, Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

●

Level 2, Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

●

Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liabilities

The Company accounts for the 27,400,000 warrants issued in connection with the IPO and the concurrent private placement of warrants, consisting of 11,500,000 Public Warrants and 15,900,000 Private Placement Warrants (inclusive of the exercise of the underwriter’s over-allotment option), in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at fair value. This liability will be subject to re-measurement at each balance sheet date, with any change in fair value being recognized in the Company’s statement of operations for the period ended on such date. Each fair value determination will be based upon a valuation obtained from a third-party valuation firm as and when necessary (See Note 8).

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO have been issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity have been allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of the events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.

In connection with the First Extension Meeting (see Note 1), shareholders holding 18,785,585 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions and the Conversion, there were 8,964,415 Class A ordinary shares issued and outstanding and 1,000,000 Class B ordinary shares issued and outstanding and the Sponsor holds approximately 55% of the issued and outstanding ordinary shares. On July 17, 2023, the Company paid an aggregate amount of $200,917,798 to the aforementioned redeeming shareholders for the 18,785,585 Class A ordinary shares redeemed on June 30, 2023 which included interest earned through July 13, 2023, the date the redemption was processed.

In connection with the Second Extension Meeting (see Note 1), shareholders holding 1,964,993 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions, there were 6,999,422 Class A ordinary shares issued and outstanding and 1,000,000 Class B ordinary shares issued and outstanding and the Sponsor holds approximately 68.1% of the issued and outstanding ordinary shares. On April 8, 2024, the Company paid an aggregate amount of $21,871,605 to the aforementioned redeeming shareholders for the 1,964,993 Public Shares redeemed on April 3, 2024 which included interest earned through April 8, 2024, the date the redemption was processed.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

As of June 30, 2024 and December 31, 2023, the amount of Public Shares reflected on the balance sheet are reconciled in the following table:


	Number of
	shares	$
Gross proceeds	23,000,000	230,000,000
Less:
Proceeds allocated to Public Warrants	—	(5,865,000)
Class A ordinary shares issuance costs	—	(12,916,743)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	28,895,374
Class A ordinary shares subject to possible redemption as of December 31, 2022	23,000,000	240,113,631
Less:
Redemption of 18,785,585 Class A ordinary shares	(18,785,585)	(200,917,798)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	7,109,902
Class A ordinary shares subject to possible redemption as of December 31, 2023	4,214,415	46,305,735
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	583,307
Class A ordinary shares subject to possible redemption as of March 31, 2024	4,214,415	46,889,042
Less:
Redemption of shares	(1,964,993)	(21,871,605)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	468,692
Class A ordinary shares subject to possible redemption as of June 30, 2024	2,249,422	25,486,129

Net (Loss) Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares are excluded from the (loss) income per ordinary shares as the redemption value approximates fair value.

The Company calculates its earnings per share by allocating net (loss) income pro rata to its Class A and Class B ordinary shares and bases on any redemption and restriction features. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the (loss) income of the Company.

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 27,400,000 Class A ordinary shares in the aggregate. As of June 30, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended
	June 30, 2024				June 30, 2023
							Class A and
	Class A		Class A and B		Class A		Class B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,147,963)	$	(2,825,927)	$	2,416,995	$	604,248
Denominator
Basic and diluted weighted average ordinary shares outstanding		2,335,795		5,750,000		23,000,000		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.49)	$	(0.49)	$	0.11	$	0.11


	Six Months Ended				Six Months Ended
	June 30, 2024				June 30, 2023
							Class A and
	Class A		Class A and B		Class A		Class B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(2,858,157)	$	(5,017,977)	$	4,068,413	$	1,017,103
Denominator
Basic and diluted weighted average ordinary shares outstanding		3,275,105		5,750,000		23,000,000		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.87)	$	(0.87)	$	0.18	$	0.18

Recent accounting pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also simplifies the diluted earnings per share calculation in certain areas and introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Adoption of ASU 2020-06 did not have an impact on the Company’s financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

Pursuant to the IPO, the Company sold 23,000,000 Units (which included 3,000,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrants”).

Public Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share warrant redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share warrant redemption trigger price described below under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The warrants cannot be exercised until 30 days after the completion of the Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless the Class A ordinary shares issuable upon exercise of the warrants have been registered under the Securities Act or a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

If the holders exercise their warrants on a cashless basis, they will pay the warrant exercise price by surrendering warrants for the number of Class A ordinary shares equal to (x) the number of Class A ordinary shares underlying the warrants multiplied by the excess of the “fair market value” (as defined in the next sentence) of the Class A ordinary shares over the exercise price of the warrants, divided by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for Private Placement Warrants held by the Sponsor or its permitted transferees):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”), provided that prior to such redemption such holders will be able to exercise their warrants according to their usual exercise rights (i.e., on a cash basis); and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, and certain additional terms and conditions are met.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed;

●

at a price of $0.10 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; provided that prior to such redemption holders will not only be able to exercise their warrants according to their usual exercise rights, but also on a cashless basis and receive the number of shares determined based on the redemption date and the “fair market value” (as defined above) of the Class A ordinary shares except as otherwise described in the warrant agreement; and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, and certain additional terms and conditions are met.

The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

NOTE 4. PRIVATE PLACEMENT

The Sponsor purchased 15,900,000 Private Placement Warrants (which included 1,500,000 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option) at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $15,900,000 in a private placement that occurred simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants have been added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable (except as described in Note 3 under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If they are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants included in the Units being sold in the IPO.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On February 9, 2021, the Company issued 7,187,500 Class B ordinary shares to the Sponsor in consideration for the Sponsor paying certain offering and formation costs on behalf of the Company of $25,000 (the “Founder Shares”). Also on February 9, 2021, the Sponsor granted 1,078,125 Founder Shares, with a total fair value of $3,234, to the Company’s executive officers and consultant. On April 24, 2021, the Sponsor transferred 75,000 Founder Shares to each of its former directors, for a total of 300,000 Founder Shares, with a total fair value of $900, resulting in the Sponsor holding 6,887,500 Founder Shares. On October 29, 2021, the Sponsor granted a former director a membership interest in the Sponsor representing an indirect interest in 75,000 Founder Shares, with a fair value of $225. On October 31, 2021, the Sponsor surrendered 1,437,500 Founder Shares, reducing the total number of Founder Shares outstanding to 5,750,000 Founder Shares (see Note 7). The Founder Shares included an aggregate of up to 750,000 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised, so that the total number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the IPO. As of January 7, 2022, the over-allotment option was fully exercised, and such shares are no longer subject to forfeiture.

The Sponsor and the Company’s directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) One year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. In addition, the Sponsor has agreed that its Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and 25% each on the attainment and maintenance of certain shareholder return targets based on share trading prices and any dividends paid. Certain events could trigger immediate vesting under certain circumstances. Sponsor Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled and forfeited by the Sponsor.

On May 23, 2023, the Sponsor entered into the Purchase Agreement with the Cartica Funds and Namaste. Pursuant to the Purchase Agreement, Namaste acquired from the Cartica Funds, certain membership interests in the Sponsor, which combined interests will entitle Namaste to receive, in the aggregate, 3,490,949 Class B ordinary shares, par value $0.0001 per share and 15,900,000 private placement warrants (see Note 1).

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

On June 29, 2023, the Company issued an aggregate of 4,750,000 Class A ordinary shares to the Sponsor, upon the Conversion of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share, held by the Sponsor. The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO.

Promissory Notes — Related Party

On February 9, 2021, the Company issued a promissory note (the “First Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On September 20, 2021, the Promissory Note was amended to increase the borrowable amount to $350,000 and to extend the maturity date, and on November 15, 2021 to further extend the maturity date. The amended Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the completion of the IPO. At the consummation of the IPO, the outstanding balance of $244,225 for the First Promissory Note was paid in full by the Company. As of June 30, 2024 and December 31, 2023, no additional amount may be borrowed under this note.

In August 2023, the Company issued the Working Capital Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. 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. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000 (the “Third Amendment”). 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. $1,313,500 and $250,000 was outstanding under the Working Capital Note as of June 30, 2024 and December 31, 2023, respectively.

In April 2024, the Company issued the Extension Note to the Company’s sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved at the Second Extension Meeting. $120,000 was drawn and outstanding under the terms of the Extension Note as of June 30, 2024.

Loans – Related Party

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2024 and December 31, 2023, there were no Working Capital Loans outstanding.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

Administrative Support Agreement

On January 4, 2022, the Company entered into an agreement to pay the Sponsor $930,000 over eighteen months beginning at the closing of the IPO, for the following administrative support expenses: (i) cash compensation to Mr. Goel, the Company’s Chief Executive Officer, in the form of an annual salary of $312,000 ; (ii) cash compensation to Mr. Coad, the Company’s Chief Operating Officer and Chief Financial Officer, in the form of an annual salary of $200,000; and (iii) $9,000 per month for office space, utilities and research, analytical, secretarial and administrative support, which the Sponsor is expected to source principally from Cartica Management, LLC (“Cartica Management”). In addition, at the closing of the IPO, the Company paid the Sponsor an aggregate amount of $601,167 of which $549,000 represented compensation and bonuses paid to Mr. Goel and Mr. Coad for their services through the closing of the IPO and $51,667 represented a prepayment of administrative support expenses for January 2022, to be amortized over the service period. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these amounts (in the case of the officer compensation, after 30 days’ notice). On May 23, 2023, in connection with the Transfer (see Note 1), the Company and the Sponsor entered into an amendment to the administrative support agreement (the “Amended Administrative Support Agreement”), pursuant to which the Company has ceased to pay the Sponsor for (i) the cash compensation to the Chief Executive Officer in the form of an annual salary of $312,000 and (ii) $9,000 per month for office space, utilities, and research, analytical, secretarial and administrative support. Per the Amended Administrative Support Agreement the Sponsor shall (i) pay to the Company’s Chief Operating Officer and Chief Financial Officer an annual cash salary of $200,000, in substantially equal periodic installments, and bonuses of up to $150,000; and (ii) make available, or cause to be made available, to the Company, at a location mutually agreed by the Parties (or any successor location of Sponsor), office space, utilities, and research, analytical, secretarial and administrative support, as may be reasonably required by the Company. In exchange for these services, the Company shall pay Sponsor $16,666.67 per month with the first payment due on or around May 31, 2023 and continuing monthly thereafter until the termination date as defined in the agreement. For the three and six months ended June 30, 2024, the Company incurred and paid $50,000 and $100,000 in fees for these services, respectively. For the three and six months ended June 30, 2023, the Company incurred and paid $65,333 and $220,333 in fees for these services, respectively.

Anchor Investors

Cartica Investors, LP and Cartica Investors II, LP, two private funds that are affiliates of Cartica Management purchased an aggregate of 1,980,000, or 9.9%, of the Units in the IPO (excluding the Units issued pursuant to the full exercise of the underwriter’s over-allotment option), at the public offering price of $10.00 per Unit for an aggregate amount of $19,800,000.

Non-redemption Agreements

On June 16, 2023 and June 26, 2023, 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 3,850,000 Class A ordinary shares, par value $0.0001 per share held by the Holders, in connection with the Meeting. In consideration of the foregoing agreement, the Company shall issue to the Holders an aggregate of 962,500 Class A ordinary shares (the “New Shares”) substantially concurrently with or immediately after, the closing of a 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 estimated the aggregate fair value of the 962,500 Class A ordinary shares attributable to the non-redeeming shareholders to be $158,139 or $0.1643 per share. The fair value of the Class A ordinary shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, it was recognized by the Company as a capital contribution by the Sponsor to induce them not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost in the Company’s condensed statements of changes in the shareholder’s deficit for the three and six months ended June 30, 2023.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of January 7, 2022, the over-allotment was fully exercised.

The underwriter received a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate (which included an additional $600,000 received pursuant to the full exercise of the over-allotment option), which was paid at closing of the IPO. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate (which included an additional $1,050,000 received pursuant to the full exercise of the over-allotment option). The deferred fee would have been payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On April 14, 2023, J.P. Morgan, the underwriter for the IPO of the Company, terminated its association with the Company and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $8,050,000 in connection with its role as underwriter in the Company’s IPO. As a result, the Company recognized $214,220 of other income on the Company’s condensed statements of operations attributable to the derecognition of deferred underwriting fees allocated to offering costs in the accompanying condensed statements of operations and $7,835,780 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying condensed statements of changes in shareholders’ deficit for the three and six months ended June 30, 2023.

Forward Purchase Agreement

The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Cartica Funds, pursuant to which the Cartica Funds agreed to subscribe for an aggregate of up to 3,000,000 forward purchase shares for $10.00 per share (the “Forward Purchase Shares”), or up to $30,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of the Company’s Business Combination, subject to approval at such time by the Cartica Management investment committee. Under the Forward Purchase Agreement, the forward purchase investors (i) must vote any Class A ordinary shares owned by them at the time of any shareholder vote to approve a proposed Business Combination in favor of such proposed Business Combination, and (ii) would be entitled to registration rights with respect to the Forward Purchase Shares and any other Class A ordinary shares acquired by the forward purchase investors, including any acquired subsequent to the completion of the Business Combination. The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to the sellers in the Company’s Business Combination, expenses in connection with the Company’s Business Combination or for working capital in the post-Business Combination company. These purchases would be required to be made regardless of whether any Class A ordinary shares are redeemed by the Company’s public shareholders. The Forward Purchase Shares would be issued only in connection with the closing of the Business Combination.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

On October 13, 2022, the Company was advised by Cartica Management that the Cartica Funds will be liquidated in the first half of 2023 (the “Liquidation”).

On March 14, 2023, the Company received a written notice from Cartica Management advising the Company that the investment committee of Cartica Management had determined that it would not approve the purchase of any Forward Purchase Shares and therefore the Cartica Funds would not purchase any of the Forward Purchase Shares in connection with the Business Combination or otherwise. On May 23, 2023, in connection with the Transfer, the Company and Cartica Funds entered into an agreement to terminate the rights and obligations of the Company and the Cartica Funds under Forward Purchase Agreement. As a result, the Company may lack sufficient funds to consummate the Business Combination.

Service Provider Agreements

The Company has entered into various arrangements with certain business advisors, consultants, and investment institutions to assist the Company with identifying potential targets in connection with the Company’s initial Business Combination, provide certain advisory services, and negotiate terms in connection with the Company’s initial Business Combination. In connection with these arrangements, the Company may be required to pay such business advisors, consultants, and investment institutions certain contingent fees related to their services to the extent that certain conditions are met. The conditions include, but are not limited to, either (i) signing of a letter of intent with a specific target, (ii) signing a business combination agreement with a specific target, and/or (iii) the successful consummation of an initial Business Combination with a specific target. The contingent fees related to the arrangements entered into as of June 30, 2024, are based on either (i) a percentage of total consideration paid or, (ii) a fixed fee; in either case not to exceed an aggregate amount of $6.0 million. No fees are currently payable under these arrangements.

On June 13, 2023, the Company and the Sponsor entered into an agreement with a service provider whereby upon approval of the First Extension, which occurred on June 30, 2023, $100,000 was due and payable to the service provider. In addition, upon the consummation of the Company’s Business Combination, the service provider will earn and receive an additional $100,000 cash payment from the Company and acquire 50,000 Founder Shares from the Sponsor at $0.003 per share, the original purchase price of such shares. The aggregate fair value of the Founder Shares as of June 30, 2023, the date the shareholders approved the First Extension, was $8,215 or $0.1643 per Founder Share. During the twelve month period ended December 31, 2023, the Company recognized and paid $100,000 of fees. No fees were recognized or paid in 2024.

On January 12, 2024, July 22, 2024 and July 30, 2024, the Company engaged a consortium of financial advisors in connection with the Business Combination Agreement as disclosed in Note 1 to act as placement agents for the Company in connection with the proposed offer and private placement of equity or equity-linked securities. In compensation for the services the Company shall pay financial advisors a transaction fee delineated in following tranches:

5.00% of the gross proceeds up to $250 million, plus

4.00% of the gross proceeds in excess of $250 million.

For the period ended June 30, 2024, the Company did not record any advisory fee for the placement agents.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2024 and December 31, 2023, there were no preference shares issued or outstanding.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

Class A Ordinary Shares— The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. On September 30, 2023, in connection with the First Extension Meeting, shareholders holding 18,785,585 Class A ordinary shares exercised their right to redeem such shares (see Note 1). At June 30, 2024 and December 31, 2023, there were 4,750,000 Class A ordinary shares issued or outstanding (excluding 2,249,422 and 4,214,415 shares subject to redemption), respectively.

Class B Ordinary Shares—The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. On June 29, 2023, the Company issued an aggregate of 4,750,000 Class A ordinary shares to the Sponsor, upon the Conversion of an equal number of the Company’s Class B ordinary shares, held by the Sponsor (see Note 1). The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s Business Combination.

The remaining Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

NOTE 8. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		June 30,		December 31,
Description	Level	2024		2023
Liabilities:
Warrant liabilities – Public Warrants	1	$	2,185,000	$	345,000
Warrant liabilities – Private Placement Warrants	3	$	3,021,000	$	636,000

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

Cash and Marketable Securities Held in Trust Account

As of December 31, 2023, the investment in the Company’s Trust Account consisted of $0 in cash and $46,305,735 in money market funds that invest in U.S. Treasury Securities. The Company classified its U.S. Treasury Securities as held-to-maturity in accordance with ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value/amortized cost, excluding gross unrealized holding losses and fair value of held to maturity securities as of December 31, 2023, are as follows:


	Carrying		Gross		Gross
	Value/Amortized		Unrealized		Unrealized
As of December 31, 2023	Cost		Gains		Losses		Fair Value
Marketable securities held in Trust Account	$	46,305,735	$	—	$	—	$	46,305,735

Warrant Liabilities

The Public Warrants and the Private Placement Warrants have been accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.

The Company used both the Black-Scholes Merton formula and a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants at Initial Measurement. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to ordinary shares subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Public Warrants and Private Placement Warrants are classified within Level 3 of the fair value hierarchy at Initial Measurement due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. At initial measurement, the Company estimated the selected volatility of its ordinary shares based on the implied volatility of comparable SPAC warrants. Effective February 25, 2022, the Public Warrants began trading separately.

As of June 30, 2024, the value of Public Warrants is based on observable trading prices.

As of December 31, 2023, in order to value the Private Placement Warrants, the Company compared the expected fair value of the Public Warrants using a Monte Carlo simulation model to the trading value of the Public Warrants to calculate an estimate of the probability of a successful Business Combination. The inputs used in the Monte Carlo analysis included expected market volatility, expected risk-free interest rate and expected life of the Public Warrants. The Company estimated the selected market volatility following a successful Business Combination by considering the five‐year historical volatility of the NASDAQ 100 Tech Sector index. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Public Warrants following a successful Business Combination. The Company used the contractual five-year life as the expected life of the Public Warrants. The Company compared the estimated fair value of the Public Warrants following a successful Business Combination to the current trading price of the Public Warrants to calculate an estimate of the probability of a successful Business Combination. The Company then applied a Black-Scholes formula and the calculated probability of a successful Business Combination to estimate the fair value of the Private Warrants. The inputs into the Black Scholes model for the Private Warrants at initial measurement were the same as those used in the Public Warrant analysis.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

As of June 30, 2024, in order to value the Private Placement Warrants, the Company compared the expected fair value of the Public Warrants using a Monte Carlo simulation model to the trading value of the Public Warrants to calculate an implied volatility and probability of successful Business Combination. The inputs used in the Monte Carlo analysis included implied volatility, expected risk-free interest rate and expected life of the Public Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Public Warrants following a successful Business Combination. The Company used the contractual five-year life as the expected life of the Public Warrants. The Company then applied a Black-Scholes formula to estimate the fair value of the Private Warrants. The inputs into the Black Scholes model for the Private Warrants at initial measurement were the same as those used in the Public Warrant analysis.

The key inputs into the Monte Carlo simulation model and Black-Scholes Merton formula for the Private Placement Warrants were as follows at initial measurement:


	January 7,
Input	2022
Risk-free interest rate		1.64	%
Expected term (years)		6.50
Expected volatility		7.2	%
Exercise price	$	11.50
Stock price of Class A ordinary share	$	9.83

The key inputs into the Black-Scholes Merton formula for the Private Placement Warrants were as follows at June 30, 2024 and December 31, 2023:


	June 30,			December 31,
Input	2024			2023
Risk-free interest rate		4.33	%		3.84	%
Expected term (years)		5.00			5.00
Expected volatility		1.0	%		31.70	%
Exercise price	$	11.50		$	11.50
Stock price of Class A ordinary share	$	11.31		$	10.91

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:


	Private
	Placement
	Warrants
Fair value at December 31, 2023	$	636,000
Change in fair value		1,272,000
Fair value at March 31, 2024		1,908,000
Change in fair value		1,113,000
Fair value at June 30, 2024	$	3,021,000


	Private
	Placement
	Warrants
Fair value at December 31, 2022	$	1,272,000
Change in fair value		—
Fair value at March 31, 2023		1,272,000
Change in fair value		(318,000)
Fair value at June 30, 2023	$	954,000

As of January 7, 2022, Initial Measurement, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.51 per warrant for aggregate values of $8,109,000 and $5,865,000, respectively.

Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. Following the detachment of the warrants from Units on February 25, 2022, the Public Warrants were transferred from Level 3 to Level 1.

As of December 31, 2023, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.04 and $0.03 per warrant for aggregate values of $636,000 and $345,000, respectively.

As of June 30, 2024, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.19 and $0.19 per warrant for aggregate value of $3,021,000 and $2,185,000, respectively.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occur after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that the Exchange approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024, the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on the Exchange.

Subsequent to June 30, 2024, the company has drawn additional $80,000 under the terms of the Extension Note to cover extension payments through September 7, 2024, and $70,000 under the terms of the Working Capital Note.

On July 22, 2024, and July 30, 2024, the Company signed amendments to the engagement letters with two of the placement agents participating in the private placement of equity or equity-linked securities (as described in Note 6 above). The amendments stipulate percentage share of these placement agents in the transaction fee.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report to “Cartica,” “we,” “us” or the “Company” refer to Cartica Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Cartica Acquisition Partners, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain capitalized terms used but not defined in the below discussion and elsewhere in this report have the meanings ascribed to them in the footnotes to the accompanying financial statements included as part of this report.

Cautionary Note Regarding Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. Forward-looking statements in this report may include, for example, statements about:

●

our ability to select an appropriate target business or businesses;

●

our ability to complete our initial business combination, including the Business Combination and other transactions contemplated by the Business Combination Agreement (as defined below);

●

our expectations around the performance of the prospective target business or businesses, including Nidar (as defined below);

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential acquisition opportunities;

●

our public securities’ liquidity and trading;

●

the Trust Account not being subject to claims of third parties; or

●

our financial performance following our initial public offering.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC as well as the Risk Factors section of the proxy statement/ prospectus included in the registration statement for the proposed Business Combination when it becomes available. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We were incorporated in the Cayman Islands on February 3, 2021. We were formed for the purpose of effecting a Business Combination with one or more businesses.

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We have until January 7, 2025 (or such earlier date as determined by the board of directors) to complete a Business Combination (see April 2024 update below for the Second Charter Amendment). If we have not completed a Business Combination within such period of time, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the period of time provided in our amended and restated memorandum and articles of association.

On January 24, 2024, the SEC adopted new rules and regulations for special-purpose acquisition companies (“SPACs”), which became effective on July 1, 2024 (the “2024 SPAC Rules”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

Recent Developments

On January 5, 2024, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

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. In April 2024, the Second Promissory Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000. 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 our initial Business Combination and (b) the date of the Company’s liquidation. In 2024 the Company borrowed an aggregate of $1,063,500 under the terms of the Working Capital Note.

On April 3, 2024, we held the Second Extension Meeting at which our shareholders approved the Second Charter Amendment for the Second Extension. In connection with the Second Charter Amendment we issued the Extension Note to our sponsor, pursuant to which our sponsor agreed to loan us up to $360,000 in connection with the extension of our termination date from April 7, 2024 to January 7, 2025. We first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved at the Second Extension Meeting. In connection with the extension, shareholders holding 1,964,993 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account. As a result, approximately $21.87 million (approximately $11.13 per share) was removed from the Trust Account to pay such holders. Immediately following the redemptions, there were 6,999,422 Class A ordinary shares issued and outstanding.

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On April 16, 2024, we received the Nasdaq Delisting Notice from the Nasdaq indicating that we did not regain compliance with the Minimum Total Holders Rule during the Extension Period, as defined below. On September 25, 2023, we received a written notice from the Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), the maximum amount of time for the Company to regain compliance with the Minimum Total Holders Rule is 180 days, or until March 25, 2024 (the “Extension Period”). We had requested a hearing before the Panel which stayed the suspension of trading on our securities, and our securities continued to trade on the Nasdaq Global Market while the hearing and the written decision by the Panel were in process. We appeared before the Panel on May 23, 2024.

On June 17, 2024, we received a written notice from the Panel indicating it had granted our request for continued listing on the Exchange and transfer of its securities to the Nasdaq Capital Market from the Nasdaq Global Market, subject to the obligation that, on or before June 28, 2024, the Company will demonstrate compliance with Listing Rule 5450(a)(2). On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that the Exchange approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024 the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on the Exchange.

Business Combination Agreement

On June 24, 2024, we entered into the Business Combination Agreement by and among Cartica, Nidar, and the Merger Sub.

Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”):

(i)

on the date of the closing of the Business Combination (the “Closing Date”) and immediately prior to the First Effective Time (as defined below), Nidar will effect a share split of each ordinary share of Nidar (each such ordinary share, a “Nidar Ordinary Share”), into such number of Nidar Ordinary Shares, calculated in accordance with the Business Combination Agreement, such that each Nidar Ordinary Share will have, after giving effect to such share split, a value equal to the per share amount payable in respect of each Class A ordinary share of Cartica held by shareholders of Cartica who have validly exercised their redemption right in connection with the extraordinary general meeting of Cartica’s shareholders to approve the Mergers (as defined below) and the related transactions (the “Extraordinary General Meeting”);

(ii)

at the closing of the Business Combination (the “Closing”), upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Companies Act (as amended) of the Cayman Islands (the “Cayman Companies Law”), Merger Sub will merge with and into Cartica (such merger, the “First Merger”), with Cartica surviving the First Merger as a direct, wholly owned subsidiary of Nidar (Cartica as the surviving entity of the First Merger, the “Surviving Entity”) and the shareholders of Cartica becoming shareholders of Nidar;

(iii)

immediately following the consummation of the First Merger and as part of the same overall transaction, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Cayman Companies Law, the Surviving Entity will merge with and into Nidar (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with Nidar (such company, as the surviving entity of the Second Merger, the “Surviving Company”) surviving the Second Merger; and

(iv)

immediately prior to the effective time of the First Merger (the “First Effective Time”), the Class A ordinary shares of Cartica and the Warrants, comprising each issued and outstanding Units sold in Cartica’s IPO, each consisting of one (1) Class A ordinary share and one-half (1/2) of one (1) Warrant, will be, to the extent not previously separated, automatically separated (the “Unit Separation”) in accordance with the terms of the Units of Cartica, and the holder thereof will thereafter hold one (1) Class A ordinary share of Cartica and one-half (1/2) of one (1) Warrant; provided, that no fractional Warrants will be issued in connection with the Unit Separation such that if a holder of such Units would be entitled to receive a fractional Warrant upon the Unit Separation, the number of Warrants to be issued to such holder upon the Unit Separation will be rounded down to the nearest whole number of the Warrants;

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(v)

at the First Effective Time, each Class A ordinary share and Class B ordinary share of Cartica, (together with the Class A ordinary share, the “Cartica Shares”) that is issued and outstanding as of immediately prior to the First Effective Time will automatically be converted into the right to receive one (1) Nidar Ordinary Share (the “Merger Consideration”) and, after giving effect to such automatic conversion, at the First Effective Time and as a result of the First Merger, each Cartica Share will no longer be outstanding and will automatically be cancelled by virtue of the First Merger;

(vi)

at the First Effective Time, each Warrant and each Private Placement Warrants of Cartica (together with the Warrants, the “Cartica Warrants”) will be converted into the right to receive a corresponding warrant to purchase Nidar Ordinary Shares (the “Nidar Warrants”);

(vii)

at the First Effective Time, each Class A ordinary share of Cartica that is held by shareholders of Cartica who have validly exercised their redemption right in connection with the Extraordinary General Meeting, issued and outstanding as of immediately prior to the First Effective Time will automatically be cancelled and will thereafter represent only the right of the holder thereof to be paid a pro rata share of the aggregate amount payable with respect to all Cartica redemptions related to the Extraordinary General Meeting; and

(viii)

at the First Effective Time, each Cartica Share issued and outstanding as of immediately prior to the First Effective Time held by shareholders of Cartica who have validly exercised their right to dissent to the First Merger (the “Dissenting Shares”) will be automatically cancelled and will thereafter represent only the right of the holder thereof to be paid the fair value of such Dissenting Shares and such other rights as are granted by the Cayman Companies Law.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing: (i) by mutual written consent of Cartica and Nidar; (ii) by either Cartica or Nidar, if there is in effect any law or an order or decree issued by a governmental entity, in any case having the effect of permanently restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Mergers; (iii) by either Cartica or Nidar, if the Second Merger has not been consummated prior to July 7, 2025; (iv) by either Cartica or Nidar, if certain approvals of Cartica’s shareholders, to the extent required under the Business Combination Agreement, are not obtained as set forth therein; (v) by Cartica, if Nidar has breached any of its covenants or representations and warranties in any material respect and has not cured such breach within the time periods provided for in the Business Combination Agreement; (vi) by Cartica, if there has been a material adverse effect that is continuing and has not been cured within the time periods provided for in the Business Combination Agreement; (vii) by Cartica, if any Nidar shareholder revokes, or seeks to revoke, the unanimous written consent by all Nidar shareholders approving the Company Transaction Proposals (as defined in the Business Combination Agreement); (viii) by Nidar, if Cartica has breached any of its covenants or representations and warranties in any material respect and has not cured such breach within the time periods provided for in the Business Combination Agreement; or (ix) by Nidar, if there has been a SPAC Impairment Effect (as defined in the Business Combination Agreement) that is continuing and has not been cured within the time periods provided for in the Business Combination Agreement.

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the text of Business Combination Agreement, a copy of which is attached as Exhibit 2.1 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.

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Sponsor Lock-Up and Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, Cartica and Nidar entered into the Sponsor Lock-Up and Support Agreement, pursuant to which the Sponsor agreed to, among other things, (i) attend any Cartica shareholder meeting to establish a quorum for the purpose of approving the Cartica transaction proposals; (ii) vote its Cartica Shares in favor of the Cartica transaction proposals, including the approval of the Business Combination Agreement and the transactions contemplated thereby; and (iii) vote all Cartica Shares against (A) other than in connection with the Transactions (as defined in the Business Combination Agreement), any business combination agreement, merger agreement or merger (other than the Business Combination Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Cartica or any public offering of any shares of Cartica or, in case of a public offering only, a newly-formed holding company of Cartica, (B) any SPAC Alternative Transaction Proposal (as defined in the Business Combination Agreement), and (C) any amendment of the organizational documents of Cartica or other proposal or transaction involving Cartica, which, in each of cases (A) and (C) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Cartica of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Agreement (as defined in the Business Combination Agreement), the Mergers or any other Transaction or change in any manner the voting rights of any class of Cartica’s share capital.

Pursuant to the Sponsor Lock-Up and Support Agreement, the Sponsor also agreed (i) not to transfer any Nidar Ordinary Shares issued to the Sponsor as Merger Consideration (such Nidar Ordinary Shares, the “Sponsor Locked-Up Shares”) for a period of one (1) year from and after the Closing Date, subject to the exceptions set forth in the Sponsor Lock-Up and Support Agreement, and (ii) that, after the Closing, seventy-five percent (75%) of the Sponsor Locked-Up Shares shall become unvested and subject to forfeiture, only to be vested again if certain Nidar financing and price milestones described more fully in the Sponsor Lock-Up and Support Agreement are achieved, subject to the terms and conditions contemplated by the Sponsor Lock-Up and Support Agreement.

The foregoing description of the Sponsor Lock-Up and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Sponsor Lock-Up and Support Agreement, a copy of which is attached as Exhibit 10.1 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.

Nidar Shareholder Lock-Up and Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Nidar, Cartica and the Nidar shareholders entered into the Nidar Shareholder Lock-Up and Support Agreement, pursuant to which the Nidar shareholders agreed to, among other things, (i) attend any Nidar shareholder meeting to establish a quorum; and (ii) vote Pre-Split Shares (as defined in the Business Combination Agreement) held or acquired by such Nidar shareholder against (A) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Business Combination Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Nidar or any public offering of any equity securities of Nidar, any of its material subsidiaries, or, in case of a public offering only, a newly-formed holding company of Nidar or such material subsidiaries, (B) any Alternative Transaction Proposal, (C) any amendment of the organizational documents of Nidar or other proposal or transaction involving Nidar or any of its subsidiaries and (D) any proposal or effort to revoke (in whole or in part) any approval set forth in the written resolution pursuant to which the Nidar shareholders, among other things, approved the Business Combination, which, in each of cases (A) and (C) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Nidar of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Agreement, the Mergers or any other Transaction or change in any manner the voting rights of any class of Nidar’s share capital. In addition, subject to the terms and conditions contemplated by the Nidar Shareholder Lock-Up and Support Agreement, the Nidar shareholders also agreed to not revoke (in whole or in part), or seek to revoke (in whole or in part), the written resolution pursuant to which the Nidar shareholders, among other things, approved the Business Combination without the prior written consent of Cartica. The approvals, agreements and consents described above are subject to certain additional conditions.

Pursuant to the Nidar Shareholder Lock-Up and Support Agreement, each Nidar shareholder also agreed not to transfer any Nidar Ordinary Shares held by such Nidar shareholder immediately after the Closing, for a period of one (1) year from and after the Closing Date, subject to the exceptions set forth in the Nidar Shareholder Lock-Up and Support Agreement.

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The foregoing description of the Nidar Shareholder Lock-Up and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Nidar Shareholder Lock-Up and Support Agreement, a copy of which is attached as Exhibit 10.2 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.

Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, the Surviving Company, the Sponsor, certain other shareholders of Cartica and a shareholder of Nidar will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Nidar will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Nidar Ordinary Shares (including Nidar Ordinary Shares issuable, following the Business Combination, upon the exercise of Nidar Warrants issued upon the conversion of the Private Placement Warrants of Cartica, the Nidar Warrants issued upon the conversion of the Private Placement Warrants of Cartica and other equity securities of Nidar that are held by parties thereto from time to time. In certain circumstances, various parties to the Registration Rights Agreement will also be entitled customary demand and/or piggyback registration rights, in each case subject to certain limitations set forth in the Registration Rights Agreement. In addition, the Registration Rights Agreement provides that Nidar will pay certain expenses relating to such registrations and indemnify the security holders against certain liabilities.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Registration Rights Agreement, a copy of which is attached as Exhibit E of the Business Combination Agreement, filed as Exhibit 2.1 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.

Warrant Agreement

The Business Combination Agreement contemplates that, at or prior to the Closing, Nidar, Cartica and Continental Stock Transfer & Trust Company will enter into an amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”), pursuant to which, among other things, (i) Cartica will assign Nidar all of its rights, interests and obligations in and under the Amended and Restated Warrant Agreement and (ii) each Cartica Warrant that is issued and outstanding as of immediately prior to the First Effective Time will be converted automatically into the right to receive a corresponding Nidar Warrant.

The foregoing description of the Amended and Restated Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Warrant Agreement, a form of which is attached as Exhibit H of the Business Combination Agreement, filed as Exhibit 2.1 on the Current Report on Form 8-K dated June 24, 2024 filed with the SEC on June 24, 2024.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our activities from February 3, 2021 (inception) through June 30, 2024 were organizational activities, the IPO and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2024, we had a net loss of $3,973,890, which consists of change in fair value of warrant liabilities of $2,148,000 and operating and formation costs of $2,174,582, offset by interest income on cash and marketable securities held in the Trust Account of $348,692.

For the three months ended June 30, 2023, we had a net income of $3,021,243, which consists of interest income on marketable securities held in the Trust Account of $2,914,130, change in fair value of warrant liabilities of $548,000 and other income attributable to derecognition of deferred underwriting fee allocated to offering costs of $214,220, offset by operating and formation costs of $655,107.

For the six months ended June 30, 2024, we had a net loss of $7,876,134, which consists of change in fair value of warrant liabilities of $4,225,000 and operating and formation costs of $4,583,133, offset by interest income on cash and marketable securities held in the Trust Account of $931,999.

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For the six months ended June 30, 2023, we had a net income of $5,085,516, which consists of interest income on marketable securities held in the Trust Account of $5,473,593, change in fair value of warrant liabilities of $548,000 and other income attributable to derecognition of deferred underwriting fee allocated to offering costs of $214,220, offset by operating and formation costs of $1,150,297.

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the current conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete a Business Combination.

Liquidity and Capital Resources

On January 7, 2022, we completed the sale of 23,000,000 units at a price of $10.00 per unit, generating gross proceeds to the Company of $230,000,000. Simultaneously with the closing of the IPO, we completed the private sale of an aggregate of 15,900,000 private placement warrants at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $15,900,000.

In August 2023, we issued the Second Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On February 16, 2024, the Second Promissory Note was amended to increase the principal sum from up to $300,000 to up to $750,000. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000. 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. As of June 30, 2024, $1,313,500 was drawn and outstanding under terms of the Working Capital Note and further $436,500 may be borrowed under this note.

For the six months ended June 30, 2024, cash used in operating activities was $1,052,233. Net loss of $7,876,134 was affected by interest earned on marketable securities held in the Trust Account of $ 931,999 and change in fair value of warrant liabilities of $ 4,225,000. Changes in operating assets and liabilities provided $3,530,900 of cash for operating activities.

For the six months ended June 30, 2023, cash used in operating activities was $870,139. Net income of $5,085,516 was affected by interest earned on marketable securities held in the Trust Account of $5,473,593, change in fair value of warrant liabilities of $548,000 and other income attributable to derecognition of deferred underwriting fee allocated to offering costs of $214,220. Changes in operating assets and liabilities provided $280,158 of cash for operating activities.

As of June 30, 2024, we had cash held in the Trust Account of $25,486,129 (including $2,197,083 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2024, we had cash of $19,294. We intend to use the funds held outside the Trust Account to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

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In April 2024, we issued the Extension Note to our sponsor, pursuant to which our sponsor agreed to loan us up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. We first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved at the Second Extension Meeting. We deposited a total of $120,000 in the Trust Account for the three and six months ended June 30, 2024.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete a Business Combination, we will repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants. As of June 30, 2024 and December 31, 2023, we had no outstanding borrowings under the Working Capital Loans.

Liquidity and Going Concern

We have until January 7, 2025 to consummate a Business Combination. If a Business Combination is not consummated by the liquidation date, there may be a mandatory liquidation and subsequent dissolution. Additionally, we don’t have sufficient liquidity to fund the working capital needs of the Company through January 7, 2025 or through twelve months from the issuance of this report. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about our ability to continue as a going concern for the twelve months from the date of filing of this report. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after January 7, 2025.

Contractual Obligations

On January 4, 2022, we entered into an agreement to pay our sponsor an aggregate $930,000 over eighteen months beginning at the closing of the IPO, for the following administrative support expenses: (i) cash compensation to Mr. Goel, our Chief Executive Officer, in the form of an annual salary of $312,000; (ii) cash compensation to Mr. Coad, our Chief Operating Officer and Chief Financial Officer, in the form of an annual salary of $200,000; and (iii) $9,000 per month for office space, utilities and research, analytical, secretarial and administrative support, which the sponsor was expected to source principally from Cartica Management. In addition, at the closing of the IPO, we paid the sponsor an aggregate amount of $601,167 of which $549,000 represented compensation and bonuses paid to Mr. Goel and Mr. Coad for their services through the closing of the IPO and $51,667 represented a prepayment of administrative support expenses for January 2022, to be amortized over the service period. Upon completion of a Business Combination or our liquidation, we would have ceased paying these amounts (in the case of the officer compensation, after 30 days’ notice).

On May 23, 2023, in connection with the Transfer, the Company and the sponsor entered into the Amended Administrative Support Agreement, pursuant to which the Company has ceased to pay the sponsor for (i) the cash compensation to the Chief Executive Officer in the form of an annual salary of $312,000 and (ii) $9,000 per month for office space, utilities, and research, analytical, secretarial and administrative support. Per the Amended Administrative Support Agreement the sponsor shall (i) pay to the Company’s Chief Operating Officer and Chief Financial Officer an annual cash salary of $200,000, in substantially equal periodic installments, and bonuses of up to $150,000; and (ii) make available, or cause to be made available, to the Company, at a location mutually agreed by the Parties (or any successor location of sponsor), office space, utilities, and research, analytical, secretarial and administrative support, as may be reasonably required by the Company. In exchange for these services, the Company shall pay sponsor $16,666.67 per month with the first payment due on or around May 31, 2023 and continuing monthly thereafter until the termination date as defined in the agreement. For the three and six months ended June 30, 2024, the Company incurred and paid $50,000 and $100,000 of fees for these services, respectively. For the three and six months ended June 30, 2023, we incurred $65,333 and $220,333 in fees for these services.

We granted the underwriter a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of January 7, 2022, the over-allotment was fully exercised.

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The underwriter received a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate (which included an additional $600,000 received pursuant to the full exercise of the over-allotment option), which was paid at closing of the IPO. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate (which included an additional $1,050,000 received pursuant to the full exercise of the over-allotment option). The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On April 14, 2023, the underwriter terminated its association with us and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $8,050,000 in connection with its role as our underwriter in our IPO.

We entered into a forward purchase agreement with the Cartica Funds, pursuant to which the Cartica Funds agreed to subscribe for an aggregate of up to 3,000,000 forward purchase shares for $10.00 per share, or up to $30,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of our Business Combination, subject to approval at such time by the Cartica Management investment committee. On October 13, 2022, we were advised by Cartica Management that the Cartica Funds will be liquidated in the first half of 2023. On March 14, 2023, we received a written notice from Cartica Management advising us that the investment committee of Cartica Management had determined that it would not approve the purchase of any forward purchase shares and therefore the Cartica Funds would not purchase any of the Forward Purchase Shares in connection with the Business Combination or otherwise. As a result, we may lack sufficient funds to consummate the Business Combination. On May 23, 2023, in connection with the Transfer, the Company and Cartica Funds entered into an agreement to terminate the rights and obligations of the Company and the Cartica Funds under Forward Purchase Agreement.

In August 2023, we issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Working Capital Note”). 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. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000 (the “Third Amendment”). 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. $1,313,500 and $250,000 was outstanding under the Working Capital Note as of June 30, 2024 and December 31, 2023, respectively.

In April 2024, we issued the Extension Note to our sponsor, pursuant to which our sponsor agreed to loan us up to $360,000 in connection with the extension of our termination date from April 7, 2024 to January 7, 2025. We first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved at the Second Extension Meeting. The Company has drawn five installments of $40,000 under the terms of this note and deposited them in the Trust Account through the date of this report. We deposited a total of $120,000 in the Trust Account for the three and six months ended June 30, 2024.

Critical Accounting Estimates

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

We consider an accounting estimate to be critical if (i) the accounting estimate requires to make assumptions about matters that were highly uncertain at the time when the accounting estimate was made; and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material amount on our financial condition or results of operations. We have identified management inputs used in the calculation of Company’s warrant liabilities as critical accounting estimates. There are other items in our condensed financial statements that require estimation but are not deemed to be critical, as defined above.

For a detailed discussion of our significant accounting policies and related judgements, see Note 2– Summary of Significant Accounting Policies in the Notes to the Financial Statements included in this report.

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Warrant Liabilities

A critical accounting estimate made in our condensed financial statements is the estimated fair value of our warrant liabilities. The fair value of our financial assets and liabilities reflects management’s estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

●

Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

As of June 30, 2024 and December 31, 2023, we had 27,400,000 warrants issued and outstanding, including 11,500,000 Public warrants classified as Level 1, and 15,900,000 Private warrants classified as Level 3 in the hierarchy of fair value measurements.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed balance sheets.

Net (Loss) Income Per Ordinary Share

Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from (loss) income per ordinary share as the redemption value approximates fair value. We calculate our earnings per share to allocate net income pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of our Company.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt — “Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also simplifies the diluted earnings per share calculation in certain areas and introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2020-06 did not have an impact on our financial position, results of operations or cash flows.

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In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s Management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed financial statements and disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of June 30, 2024, our disclosure controls and procedures were effective and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2024 covered by this report on that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

To the knowledge of our management team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our (i) Registration Statement, (ii) 2023 Annual Report, annual report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on March 31, 2023, and annual report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on March 28, 2022, (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the SEC on May 15, 2024, (iv) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023, (v) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the SEC on August 18, 2023, (vi) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 15, 2023, (vii) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 9, 2022, (viii) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the SEC on August 10, 2022, (ix) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the SEC on May 16, 2022, (x) Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 6, 2024, and (xi) Definitive Proxy Statement on Schedule 14A, as filed with the SEC on June 12, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

For risks related to the Business Combination with Nidar, please see the registration statement on Form S-4 to be filed once available.

If we fail to consummate our initial business combination by January 4, 2025, our securities will be suspended from trading on Nasdaq and subject to potential delisting, which may have a material adverse effect on the trading of our securities and our ability to consummate an initial business combination.

Our Registration Statement was declared effective by the SEC on January 4, 2022, and our IPO was consummated on January 7, 2022. Our securities are currently listed on the Nasdaq Capital Market. Pursuant to our Second Charter Amendment, we have until January 7, 2025 (or such shorter period of time as determined by our board) to consummate our initial business combination. Nasdaq’s rules and guidance currently provide that SPACs (such as us) must satisfy certain listing conditions, including that a SPAC must complete one or more business combinations meeting certain conditions within 36 months of the effectiveness of its initial public offering registration statement (the “36-Month Requirement”). If a SPAC does not meet the 36-Month Requirement, it will receive a delisting determination from Nasdaq (the “Staff Delisting Determination”) which, among other things, informs the SPAC that (i) its securities will be suspended as of a date certain; (ii) it has a right to request review of the Staff Delisting Determination by the Panel; and (iii) a timely request for such review will stay the suspension and delisting action pending the issuance of a written decision of the Panel. The Panel may, where it deems appropriate, grant an exception to the continued listing standards for a period not to exceed 180 days from the date of the Staff Delisting Determination. The basis for the Staff Delisting Determination may be cured if, for example, a SPAC completes an initial business combination during the period of the stay.

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On July 8, 2024, Nasdaq filed with the SEC a proposal to change the rules applicable to the foregoing procedures (the “Proposed Nasdaq Rules”) that includes removing the stay referred to above so that a SPAC’s securities will be immediately suspended from trading on Nasdaq through the pendency of the Panel’s review. In addition, under the Proposed Nasdaq Rules, the scope of the Panel’s review would be limited, as the Panel may only reverse a Staff Delisting Determination where it determines that the Staff Delisting Determination was in error and that the SPAC never failed to satisfy the 36-Month Requirement. In such cases, the Panel would not be able to consider facts indicating that the SPAC had regained compliance since the date of the Staff Delisting Determination, nor may the Panel grant an exception allowing the SPAC additional time to regain compliance. If a SPAC completes a business combination after receiving a Staff Delisting Determination and/or demonstrates compliance with all applicable initial listing requirements, the combined company could apply to list its securities on Nasdaq pursuant to the normal application review process. The Proposed Nasdaq Rules contained a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the 36-Month Requirement.

On July 15, 2024, the SEC issued a release approving the immediate effectiveness of the Proposed Nasdaq Rules. The Proposed Nasdaq Rules will become operative on October 7, 2024.

Accordingly, unless we are able to consummate our initial business combination on or prior to January 7, 2025, our securities will be suspended from trading on Nasdaq and subject to potential delisting. If Nasdaq were to suspend our securities from trading, or delist our securities, our securities could potentially be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

●

our ability to complete an initial business combination with a target company contemplating a Nasdaq listing, as we would be a less attractive acquiror absent a listing on a national exchange;

●

a limited availability of market quotations for our securities;

●

reduced liquidity for our securities;

●

a determination that our Class A Ordinary Shares are a “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

●

a limited amount of news and analyst coverage; and

●

a decreased ability to issue additional securities or obtain additional financing in the future.

In addition, if our securities are delisted from Nasdaq, offers and sales of our securities by us may be subject to regulation and we may be subject to additional compliance costs in each state in which we offer or sell our securities.

Our public shareholders’ exercise of redemption rights with respect to a large number of Public Shares redeemed during the First Extension and the Second Extension may affect our ability to complete an initial business combination in the most desirable manner that will optimize the capital structure of the combined company, or at all.

Over the past two years, the redemption rate of shares held by public shareholders of SPACs at the time of a shareholder meeting that approves an amendment to memorandum and articles of association of the SPACs or the initial business combination of the SPACs has been very high, thereby increasing the likelihood that we, too, may be subject to significant redemptions that may affect our ability to complete an initial business combination.

In connection with (i) the First Extension, 18,785,585 Public Shares were redeemed at a price per Public Share of approximately $10.70, and (ii) the Second Extension, 1,964,993 Public Shares were redeemed at a price per Public Share of approximately $11.13, thereby reducing the number of outstanding Public Shares to 2,249,422, and reducing the total amount held in the Trust Account to approximately $25.49 million (as of June 30, 2024).

Table of Contents

Due to the high rates of redemptions of Public Shares in connection with shareholder votes on extensions or business combinations of SPACs, we may need to rely upon significant PIPE or other outside financing to provide cash to our post- business combination company. Obtaining financing in connection with initial business combinations of SPACs has in recent times been very difficult, with many financings available only on terms that are onerous to the surviving company of the business combination. The failure to secure additional financing on reasonable terms could have a material adverse effect on the continued development or growth of the target business. None of the Sponsor or our other shareholders is required to provide any financing to us in connection with or after our initial business combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels or on onerous terms. The above considerations may limit our ability to complete a business combination in the most desirable manner that will optimize the capital structure of the combined company, or at all. If we are unable to complete an initial business combination, our public shareholders may only receive approximately $11.33 per Public Share on the liquidation of our Trust Account, as of June 30, 2024, and our Warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $11.33 per share on the redemption of their Public Shares.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Use of Proceeds

For a description of the use of proceeds generated in our IPO and private placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the SEC on May 16, 2022. There has been no material change in the planned use of proceeds from our IPO and private placement as described in the Registration Statement. The specific investments in our Trust Account may change from time to time.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On April 3, 2024, we held the Second Extension Meeting and our shareholders approved, among other things, the Second Charter Amendment, which extended the date by which we must consummate a Business Combination from April 7, 2024 to January 7, 2025 (or such earlier date as determined by our board). In connection with the vote to approve the Second Charter Amendment, the public shareholders holding 1,964,993 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. We paid cash in the aggregate amount of approximately $21.87 million, or approximately $11.13 per share to such redeeming public shareholders in such redemption.


					(d) Maximum number
				(c) Total number of	(or approximate dollar
	(a) Total			shares (or units)	value) of shares (or
	number of	(b) Average price		purchased as part of	units) that may yet be
	shares (or units)	paid per share (or		publicly announced	purchased under the
Period	purchased	unit)		plans or programs	plans or programs
April 1 – April 30, 2024	1,964,993	$	11.13	—	—

May 1 – May 31, 2024	—		—	—	—

June 1 – June 30, 2024	—		—	—	—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Table of Contents

Item 5. Other Information.

Trading Arrangements

During the quarterly period ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this report.

No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of June 24, 2024, by and among Nidar Infrastructure Limited, Yotta Data and Cloud Limited and Cartica Acquisition Corp. (2)
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association. (1)
10.1		Amendment No. 3 to the Promissory Note issued to Cartica Acquisition Partners, LLC, dated June 24, 2024. (2)
10.2		Amendment No. 2 to the Promissory Note issued to Cartica Acquisition Partners, LLC, dated April 4, 2024. (1)
10.3		Lock-Up and Support Agreement, dated as of June 24, 2024, by and among Cartica Acquisition Partners, LLC, Cartica Acquisition Corp and Nidar Infrastructure Limited. (2)
10.4		Lock-Up and Support Agreement, dated as of June 24, 2024, by and among Cartica Acquisition Corp, Nidar Infrastructure Limited and the shareholders of Nidar Infrastructure Limited. (2)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

(1)	Incorporated by reference to relevant exhibits to the Company’s Current Report on Form 8-K, filed with the SEC on April 8, 2024.

(2)	Incorporated by reference to relevant exhibits to the Company’s Current Report on Form 8-K, filed with the SEC on June 24, 2024,

Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CARTICA ACQUISITION CORP

Date: August 21, 2024	By:	/s/ Suresh Guduru
	Name:	Suresh Guduru
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 21, 2024	By:	/s/ C. Brian Coad
	Name:	C. Brian Coad
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Suresh Guduru, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Cartica Acquisition Corp;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

54
Date: August 21, 2024

	/s/ Suresh Guduru
	Suresh Guduru
	Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, C. Brian Coad, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Cartica Acquisition Corp;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 21, 2024
	/s/ C. Brian Coad
	C. Brian Coad
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cartica Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Suresh Guduru, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 21, 2024
	/s/ Suresh Guduru
	Suresh Guduru
	Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cartica Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, C. Brian Coad, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 21, 2024
	/s/ C. Brian Coad
	C. Brian Coad
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 21, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-41198
Entity Registrant Name	CARTICA ACQUISITION CORP
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	1345 Avenue of the Americas, 11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	+1-202
Local Phone Number	741-3677
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001848437
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	CITEU
Security Exchange Name	NASDAQ
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CITE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		6,999,422
Redeemable warrants
Document and Entity Information
Title of 12(b) Security	Redeemable warrants
Trading Symbol	CITEW
Security Exchange Name	NASDAQ
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		1,000,000

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 19,294	$ 8,027
Prepaid expenses	76,107	89,513
Total Current Assets	95,401	97,540
Cash and marketable securities held in Trust Account	25,486,129	46,305,735
Total Assets	25,581,530	46,403,275
Current liabilities
Accounts payable and accrued expenses	4,088,262	570,768
Promissory notes - related party	1,433,500	250,000
Total Current Liabilities	5,521,762	820,768
Warrant liabilities	5,206,000	981,000
Total Liabilities	10,727,762	1,801,768
Commitments and Contingencies (Note 6)
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	2,233,342	3,285,341
Accumulated deficit	(12,866,278)	(4,990,144)
Total Shareholders' Deficit	(10,632,361)	(1,704,228)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	25,581,530	46,403,275
Class A ordinary shares
Shareholders' Deficit
Ordinary shares	475	475
Class A redeemable
Current liabilities
Class A ordinary shares subject to possible redemption 2,249,422 and 4,214,415 shares at redemption value of $11.33 and $10.99 as of June 30, 2024 and December 31, 2023, respectively	25,486,129	46,305,735
Common Class B
Shareholders' Deficit
Ordinary shares	$ 100	$ 100

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A ordinary shares
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	300,000,000	300,000,000
Common shares, shares issued	8,964,415
Common shares, shares outstanding	8,964,415
Class A redeemable
Temporary equity par value	$ 11.33	$ 10.99
Temporary equity, shares outstanding	2,249,422	4,214,415
Class A ordinary shares not subject to possible redemption
Common shares, shares issued	4,750,000	4,750,000
Common shares, shares outstanding	4,750,000	4,750,000
Class B ordinary shares
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	30,000,000	30,000,000
Common shares, shares issued	1,000,000	1,000,000
Common shares, shares outstanding	1,000,000	1,000,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating and formation costs	$ 2,174,582	$ 655,107	$ 4,583,133	$ 1,150,297
Loss from operations	(2,174,582)	(655,107)	(4,583,133)	(1,150,297)
Other income (expense):
Interest earned on cash and marketable securities held in Trust Account	348,692	2,914,130	931,999	5,473,593
Change in fair value of warrant liabilities	(2,148,000)	548,000	(4,225,000)	548,000
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs		214,220		214,220
Other income, net	(1,799,308)	3,676,350	(3,293,001)	6,235,813
Net (loss) income	$ (3,973,890)	$ 3,021,243	$ (7,876,134)	$ 5,085,516
Class A ordinary shares subject to redemption
Other income (expense):
Basic weighted average shares outstanding (in shares)	2,335,795	23,000,000	3,275,105	23,000,000
Diluted weighted average shares outstanding (in shares)	2,335,795	23,000,000	3,275,105	23,000,000
Basic net (loss) income per share (in dollars per share)	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18
Diluted net (loss) income per share (in dollars per share)	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18
Common Class A and Class B not subject to redemption
Other income (expense):
Basic weighted average shares outstanding (in shares)	5,750,000	5,750,000	5,750,000	5,750,000
Diluted weighted average shares outstanding (in shares)	5,750,000	5,750,000	5,750,000	5,750,000
Basic net (loss) income per share (in dollars per share)	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18
Diluted net (loss) income per share (in dollars per share)	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A ordinary shares not subject to possible redemption Ordinary Shares	Common Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2022		$ 575		$ (8,811,016)	$ (8,810,441)
Balance at the beginning (in shares) at Dec. 31, 2022		5,750,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A ordinary shares to redemption amount				(2,559,463)	(2,559,463)
Net (loss) income				2,064,273	2,064,273
Balance at the end at Mar. 31, 2023		$ 575		(9,306,206)	(9,305,631)
Balance at the end (in shares) at Mar. 31, 2023		5,750,000
Balance at the beginning at Dec. 31, 2022		$ 575		(8,811,016)	(8,810,441)
Balance at the beginning (in shares) at Dec. 31, 2022		5,750,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income					5,085,516
Balance at the end at Jun. 30, 2023	$ 475	$ 100	$ 4,921,650	(6,284,963)	(1,362,738)
Balance at the end (in shares) at Jun. 30, 2023	4,750,000	1,000,000
Balance at the beginning at Dec. 31, 2022		$ 575		(8,811,016)	(8,810,441)
Balance at the beginning (in shares) at Dec. 31, 2022		5,750,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A ordinary shares to redemption amount					(7,109,902)
Balance at the end at Dec. 31, 2023	$ 475	$ 100	3,285,341	(4,990,144)	(1,704,228)
Balance at the end (in shares) at Dec. 31, 2023	4,750,000	1,000,000
Balance at the beginning at Mar. 31, 2023		$ 575		(9,306,206)	(9,305,631)
Balance at the beginning (in shares) at Mar. 31, 2023		5,750,000
Increase (Decrease) in Stockholders' Equity
Conversion of Class B ordinary shares to Class A Ordinary Shares - Non- redeemable	$ 475	$ (475)
Conversion of Class B ordinary shares to Class A Ordinary Shares - Non- redeemable (in shares)	4,750,000	(4,750,000)
Waiver of deferred underwriting fee			7,835,780		7,835,780
Capital Contribution by Sponsor for issuance of Non-Redemption agreements to Stockholders			158,139		158,139
Stockholder non-redemption agreements			(158,139)		(158,139)
Remeasurement of Class A ordinary shares to redemption amount			(2,914,130)		(2,914,130)
Net (loss) income				3,021,243	3,021,243
Balance at the end at Jun. 30, 2023	$ 475	$ 100	4,921,650	(6,284,963)	(1,362,738)
Balance at the end (in shares) at Jun. 30, 2023	4,750,000	1,000,000
Balance at the beginning at Dec. 31, 2023	$ 475	$ 100	3,285,341	(4,990,144)	(1,704,228)
Balance at the beginning (in shares) at Dec. 31, 2023	4,750,000	1,000,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A ordinary shares to redemption amount			(583,307)		(583,307)
Net (loss) income				(3,902,244)	(3,902,244)
Balance at the end at Mar. 31, 2024	$ 475	$ 100	2,702,034	(8,892,388)	(6,189,779)
Balance at the end (in shares) at Mar. 31, 2024	4,750,000	1,000,000
Balance at the beginning at Dec. 31, 2023	$ 475	$ 100	3,285,341	(4,990,144)	(1,704,228)
Balance at the beginning (in shares) at Dec. 31, 2023	4,750,000	1,000,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income					(7,876,134)
Balance at the end at Jun. 30, 2024	$ 475	$ 100	2,233,342	(12,866,278)	(10,632,361)
Balance at the end (in shares) at Jun. 30, 2024	4,750,000	1,000,000
Balance at the beginning at Mar. 31, 2024	$ 475	$ 100	2,702,034	(8,892,388)	(6,189,779)
Balance at the beginning (in shares) at Mar. 31, 2024	4,750,000	1,000,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A ordinary shares to redemption amount			(468,692)		(468,692)
Net (loss) income				(3,973,890)	(3,973,890)
Balance at the end at Jun. 30, 2024	$ 475	$ 100	$ 2,233,342	$ (12,866,278)	$ (10,632,361)
Balance at the end (in shares) at Jun. 30, 2024	4,750,000	1,000,000

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities:
Net (loss) income			$ (7,876,134)	$ 5,085,516
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	$ (348,692)	$ (2,914,130)	(931,999)	(5,473,593)
Change in fair value of warrant liabilities	2,148,000	(548,000)	4,225,000	(548,000)
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs		(214,220)		(214,220)
Changes in operating assets and liabilities:
Prepaid expenses			13,406	73,979
Accounts payable and accrued expenses			3,517,494	206,179
Net cash used in operating activities			(1,052,233)	(870,139)
Cash Flows from Investing Activities:
Cash deposited in the Trust Account for monthly extensions			(120,000)
Cash withdrawn from Trust Account in connection with redemption			21,871,605
Net cash provided by investing activities			21,751,605
Cash Flows from Financing Activities:
Proceeds from promissory notes - related party			1,183,500
Redemption of Class A ordinary shares subject to redemption			(21,871,605)
Net cash used in financing activities			(20,688,105)
Net Change in Cash			11,267	(870,139)
Cash - Beginning of period			8,027	1,081,479
Cash - End of period	$ 19,294	$ 211,340	19,294	211,340
Non-cash investing and financing activities:
Remeasurement of Class A ordinary shares to redemption amount			$ 1,051,999	5,473,593
Waived deferred underwriting discount				7,835,780
Redeemed stock payable to public stockholders				$ 200,586,942

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

Jun. 30, 2024

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

Liquidity and Going Concern

As of June 30, 2024, the Company had $19,294 in its operating bank accounts and working capital deficit of $5,426,361.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Marketable Securities Held in Trust Account

Offering Costs associated with the IPO

Income Taxes

Fair Value of Financial Instruments

●

Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Derivative Financial Instruments

Warrant Liabilities

Class A Ordinary Shares Subject to Possible Redemption

As of June 30, 2024 and December 31, 2023, the amount of Public Shares reflected on the balance sheet are reconciled in the following table:


	Number of
	shares	$
Gross proceeds	23,000,000	230,000,000
Less:
Proceeds allocated to Public Warrants	—	(5,865,000)
Class A ordinary shares issuance costs	—	(12,916,743)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	28,895,374
Class A ordinary shares subject to possible redemption as of December 31, 2022	23,000,000	240,113,631
Less:
Redemption of 18,785,585 Class A ordinary shares	(18,785,585)	(200,917,798)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	7,109,902
Class A ordinary shares subject to possible redemption as of December 31, 2023	4,214,415	46,305,735
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	583,307
Class A ordinary shares subject to possible redemption as of March 31, 2024	4,214,415	46,889,042
Less:
Redemption of shares	(1,964,993)	(21,871,605)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	468,692
Class A ordinary shares subject to possible redemption as of June 30, 2024	2,249,422	25,486,129

Net (Loss) Income per Ordinary Share

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended
	June 30, 2024				June 30, 2023
							Class A and
	Class A		Class A and B		Class A		Class B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,147,963)	$	(2,825,927)	$	2,416,995	$	604,248
Denominator
Basic and diluted weighted average ordinary shares outstanding		2,335,795		5,750,000		23,000,000		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.49)	$	(0.49)	$	0.11	$	0.11


	Six Months Ended				Six Months Ended
	June 30, 2024				June 30, 2023
							Class A and
	Class A		Class A and B		Class A		Class B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(2,858,157)	$	(5,017,977)	$	4,068,413	$	1,017,103
Denominator
Basic and diluted weighted average ordinary shares outstanding		3,275,105		5,750,000		23,000,000		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.87)	$	(0.87)	$	0.18	$	0.18

Recent accounting pronouncements

INITIAL PUBLIC OFFERING

6 Months Ended

Jun. 30, 2024

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

Public Warrants

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for Private Placement Warrants held by the Sponsor or its permitted transferees):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed;

●

at a price of $0.10 per warrant;

●

PRIVATE PLACEMENT

6 Months Ended

Jun. 30, 2024

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Notes — Related Party

Loans – Related Party

Administrative Support Agreement

Anchor Investors

Non-redemption Agreements

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

Forward Purchase Agreement

On October 13, 2022, the Company was advised by Cartica Management that the Cartica Funds will be liquidated in the first half of 2023 (the “Liquidation”).

Service Provider Agreements

5.00% of the gross proceeds up to $250 million, plus

4.00% of the gross proceeds in excess of $250 million.

For the period ended June 30, 2024, the Company did not record any advisory fee for the placement agents.

SHAREHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2024

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2024

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS


		June 30,		December 31,
Description	Level	2024		2023
Liabilities:
Warrant liabilities – Public Warrants	1	$	2,185,000	$	345,000
Warrant liabilities – Private Placement Warrants	3	$	3,021,000	$	636,000

Cash and Marketable Securities Held in Trust Account


	Carrying		Gross		Gross
	Value/Amortized		Unrealized		Unrealized
As of December 31, 2023	Cost		Gains		Losses		Fair Value
Marketable securities held in Trust Account	$	46,305,735	$	—	$	—	$	46,305,735

Warrant Liabilities

As of June 30, 2024, the value of Public Warrants is based on observable trading prices.

The key inputs into the Monte Carlo simulation model and Black-Scholes Merton formula for the Private Placement Warrants were as follows at initial measurement:


	January 7,
Input	2022
Risk-free interest rate		1.64	%
Expected term (years)		6.50
Expected volatility		7.2	%
Exercise price	$	11.50
Stock price of Class A ordinary share	$	9.83

The key inputs into the Black-Scholes Merton formula for the Private Placement Warrants were as follows at June 30, 2024 and December 31, 2023:


	June 30,			December 31,
Input	2024			2023
Risk-free interest rate		4.33	%		3.84	%
Expected term (years)		5.00			5.00
Expected volatility		1.0	%		31.70	%
Exercise price	$	11.50		$	11.50
Stock price of Class A ordinary share	$	11.31		$	10.91

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:


	Private
	Placement
	Warrants
Fair value at December 31, 2023	$	636,000
Change in fair value		1,272,000
Fair value at March 31, 2024		1,908,000
Change in fair value		1,113,000
Fair value at June 30, 2024	$	3,021,000


	Private
	Placement
	Warrants
Fair value at December 31, 2022	$	1,272,000
Change in fair value		—
Fair value at March 31, 2023		1,272,000
Change in fair value		(318,000)
Fair value at June 30, 2023	$	954,000

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (3,973,890)	$ (3,902,244)	$ 3,021,243	$ 2,064,273	$ (7,876,134)	$ 5,085,516

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Marketable Securities Held in Trust Account

Offering Costs associated with the IPO

Offering Costs associated with the IPO

Income Taxes

Fair Value of Financial Instruments

●

Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Derivative Financial Instruments

Derivative Financial Instruments

Warrant Liabilities

Warrant Liabilities

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

As of June 30, 2024 and December 31, 2023, the amount of Public Shares reflected on the balance sheet are reconciled in the following table:


	Number of
	shares	$
Gross proceeds	23,000,000	230,000,000
Less:
Proceeds allocated to Public Warrants	—	(5,865,000)
Class A ordinary shares issuance costs	—	(12,916,743)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	28,895,374
Class A ordinary shares subject to possible redemption as of December 31, 2022	23,000,000	240,113,631
Less:
Redemption of 18,785,585 Class A ordinary shares	(18,785,585)	(200,917,798)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	7,109,902
Class A ordinary shares subject to possible redemption as of December 31, 2023	4,214,415	46,305,735
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	583,307
Class A ordinary shares subject to possible redemption as of March 31, 2024	4,214,415	46,889,042
Less:
Redemption of shares	(1,964,993)	(21,871,605)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	468,692
Class A ordinary shares subject to possible redemption as of June 30, 2024	2,249,422	25,486,129

Net (Loss) Income per Ordinary Share

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended
	June 30, 2024				June 30, 2023
							Class A and
	Class A		Class A and B		Class A		Class B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,147,963)	$	(2,825,927)	$	2,416,995	$	604,248
Denominator
Basic and diluted weighted average ordinary shares outstanding		2,335,795		5,750,000		23,000,000		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.49)	$	(0.49)	$	0.11	$	0.11


	Six Months Ended				Six Months Ended
	June 30, 2024				June 30, 2023
							Class A and
	Class A		Class A and B		Class A		Class B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(2,858,157)	$	(5,017,977)	$	4,068,413	$	1,017,103
Denominator
Basic and diluted weighted average ordinary shares outstanding		3,275,105		5,750,000		23,000,000		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.87)	$	(0.87)	$	0.18	$	0.18

Recent accounting pronouncements

Recent accounting pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of the amount of Public Shares reflected on the balance sheet


	Number of
	shares	$
Gross proceeds	23,000,000	230,000,000
Less:
Proceeds allocated to Public Warrants	—	(5,865,000)
Class A ordinary shares issuance costs	—	(12,916,743)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	28,895,374
Class A ordinary shares subject to possible redemption as of December 31, 2022	23,000,000	240,113,631
Less:
Redemption of 18,785,585 Class A ordinary shares	(18,785,585)	(200,917,798)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	7,109,902
Class A ordinary shares subject to possible redemption as of December 31, 2023	4,214,415	46,305,735
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	583,307
Class A ordinary shares subject to possible redemption as of March 31, 2024	4,214,415	46,889,042
Less:
Redemption of shares	(1,964,993)	(21,871,605)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	468,692
Class A ordinary shares subject to possible redemption as of June 30, 2024	2,249,422	25,486,129

Schedule of basic and diluted net income per ordinary share

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended
	June 30, 2024				June 30, 2023
							Class A and
	Class A		Class A and B		Class A		Class B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,147,963)	$	(2,825,927)	$	2,416,995	$	604,248
Denominator
Basic and diluted weighted average ordinary shares outstanding		2,335,795		5,750,000		23,000,000		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.49)	$	(0.49)	$	0.11	$	0.11


	Six Months Ended				Six Months Ended
	June 30, 2024				June 30, 2023
							Class A and
	Class A		Class A and B		Class A		Class B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(2,858,157)	$	(5,017,977)	$	4,068,413	$	1,017,103
Denominator
Basic and diluted weighted average ordinary shares outstanding		3,275,105		5,750,000		23,000,000		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.87)	$	(0.87)	$	0.18	$	0.18

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2024

FAIR VALUE MEASUREMENTS

Schedule of assets and liabilities that are measured at fair value on a recurring basis


		June 30,		December 31,
Description	Level	2024		2023
Liabilities:
Warrant liabilities – Public Warrants	1	$	2,185,000	$	345,000
Warrant liabilities – Private Placement Warrants	3	$	3,021,000	$	636,000

Schedule of gross unrealized holding loss and fair value of held to maturity securities


	Carrying		Gross		Gross
	Value/Amortized		Unrealized		Unrealized
As of December 31, 2023	Cost		Gains		Losses		Fair Value
Marketable securities held in Trust Account	$	46,305,735	$	—	$	—	$	46,305,735

Schedule of key inputs into the Monte Carlo simulation model and Black-Scholes Merton formula for the Private Placement Warrants


	January 7,
Input	2022
Risk-free interest rate		1.64	%
Expected term (years)		6.50
Expected volatility		7.2	%
Exercise price	$	11.50
Stock price of Class A ordinary share	$	9.83


	June 30,			December 31,
Input	2024			2023
Risk-free interest rate		4.33	%		3.84	%
Expected term (years)		5.00			5.00
Expected volatility		1.0	%		31.70	%
Exercise price	$	11.50		$	11.50
Stock price of Class A ordinary share	$	11.31		$	10.91

Schedule of changes in the fair value of the Company's Level 3 financial instruments


	Private
	Placement
	Warrants
Fair value at December 31, 2023	$	636,000
Change in fair value		1,272,000
Fair value at March 31, 2024		1,908,000
Change in fair value		1,113,000
Fair value at June 30, 2024	$	3,021,000


	Private
	Placement
	Warrants
Fair value at December 31, 2022	$	1,272,000
Change in fair value		—
Fair value at March 31, 2023		1,272,000
Change in fair value		(318,000)
Fair value at June 30, 2023	$	954,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)										1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 07, 2024 USD ($)	Apr. 08, 2024 USD ($) shares	Apr. 07, 2024 USD ($)	Apr. 03, 2024 USD ($) $ / shares shares	Jul. 17, 2023 USD ($) shares	Jun. 29, 2023 $ / shares shares	May 23, 2023 $ / shares shares	Jan. 07, 2022 USD ($) $ / shares shares	Feb. 03, 2021 item	Apr. 30, 2024 USD ($)	Sep. 07, 2024 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Jun. 24, 2024 USD ($)	Feb. 16, 2024 USD ($)	Feb. 15, 2024 USD ($)	Nov. 08, 2023 USD ($)	Sep. 30, 2023 shares	Aug. 31, 2023 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item									1
Share price \| $ / shares												$ 10.30	$ 10.30
Monthly payments for investment of cash in trust account \| $			$ 40,000	$ 40,000						$ 40,000
Cash withdrawn from Trust Account in connection with redemption \| $				$ 21,870,000									$ 21,871,605
Cash withdrawn from trust account in connection with redemption per share \| $ / shares				$ 11.13
Condition for future Business Combination use of proceeds percentage													80
Condition for future Business Combination threshold percentage ownership													50
Number of days to redeem public shares after the Business Combination													2 days
Condition for future Business Combination threshold net tangible assets \| $												$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent													15
Outstanding under the working capital note \| $												1,433,500	$ 1,433,500	$ 250,000
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)													100.00%
Maximum allowed dissolution expenses \| $													$ 100,000
Proceeds from promissory notes - related party \| $													$ 1,183,500
Redemption period upon closure													10 days
Number of shares held by the shareholders exercised their right to redeem such shares				1,964,993
Common shares, shares issued				2,249,422
Common shares, shares outstanding				2,249,422
Cash \| $												19,294	$ 19,294	$ 8,027
Working capital deficit \| $												$ 5,426,361	$ 5,426,361
Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit													1
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001						$ 0.0001	$ 0.0001	$ 0.0001
Number of shares issuable per warrant								1
Common stock, par value per share \| $ / shares						$ 0.0001						$ 0.0001	$ 0.0001	0.0001
Number of shares issued upon conversion						4,750,000
Common shares, shares issued				6,999,422								8,964,415	8,964,415
Common shares, shares outstanding				6,999,422								8,964,415	8,964,415
Class B ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001						$ 0.0001	$ 0.0001	0.0001
Common stock, par value per share \| $ / shares						$ 0.0001						$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued				1,000,000								1,000,000	1,000,000	1,000,000
Common shares, shares outstanding				1,000,000								1,000,000	1,000,000	1,000,000
Class B ordinary shares \| Purchase Agreement \| Namaste
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Common shares, par value (in dollars per share) \| $ / shares							$ 0.0001
Number of shares to be issued in relating to acquisition of membership interests							3,490,949
Common stock, par value per share \| $ / shares							$ 0.0001
Class A ordinary shares subject to redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares held by the shareholders exercised their right to redeem such shares				1,964,993								18,785,585	18,785,585						18,785,585
Payable to stockholders for redemption \| $		$ 21,871,605			$ 200,917,798							$ (21,871,605)		$ (200,917,798)
Shares redeemed		1,964,993			18,785,585							1,964,993	18,785,585	18,785,585
Aggregate amount paid \| $					$ 200,917,798
Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares)								15,900,000
Price of warrant \| $ / shares								$ 1.00
Private Placement Warrants \| Purchase Agreement \| Namaste
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to be issued in relating to acquisition of membership interests							15,900,000
Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares)								11,500,000
Public Warrants \| Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant												1	1
Share price \| $ / shares												$ 11.50	$ 11.50
Public Warrants \| Class A ordinary shares \| Maximum
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit \| $ / shares												9.20	9.20
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares)								23,000,000
Number of warrants in a unit								0.5
Share price \| $ / shares								$ 10.00				$ 10.30	$ 10.30
Gross proceeds from issuance of unit \| $								$ 230,000,000
Sale of private placement warrants (in shares)								27,400,000
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial Business Combination								30 days
Transaction costs \| $								$ 13,295,086
Underwriting fees \| $								12,650,000
Other offering costs \| $								$ 645,086
Initial Public Offering \| Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit								1
Common shares, par value (in dollars per share) \| $ / shares								$ 0.0001
Number of shares issuable per warrant								1
Purchase price, per unit \| $ / shares								$ 11.50
Common stock, par value per share \| $ / shares								$ 0.0001
Initial Public Offering \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares)								23,000,000
Number of shares in a unit								1
Number of shares issuable per warrant								0.5
Private Placement \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares)								15,900,000
Price of warrant \| $ / shares								$ 1.00
Proceeds from sale of Private Placements Warrants \| $								$ 15,900,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares)								3,000,000
Over-allotment option \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares)								1,500,000
Over-allotment option \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares)								3,000,000
Purchase price, per unit \| $ / shares								$ 10.00
Working Capital Note \| Subsequent Event
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from promissory notes - related party \| $	$ 70,000
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate principal amount \| $										360,000
Sponsor \| Class B ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Percentage of interest held on issued and outstanding shares				68.10%								55.00%	55.00%
Sponsor \| Second Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note \| $												$ 250,000	$ 250,000					$ 360,000
Sponsor \| Working Capital Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding under the working capital note \| $												1,313,500	1,313,500	$ 250,000
Aggregate principal amount \| $												1,250,000	1,250,000		$ 1,250,000					$ 300,000
Sponsor \| Working Capital Note \| Maximum
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate principal amount \| $										$ 1,250,000		$ 1,750,000	1,750,000		$ 1,750,000	$ 750,000	$ 300,000
Sponsor \| Extension Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from promissory notes - related party \| $	$ 80,000												$ 120,000
Aggregate principal amount \| $				$ 360,000
Sponsor \| Extension Note \| Subsequent Event
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from promissory notes - related party \| $											$ 80,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)				3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 08, 2024	Jul. 17, 2023	Apr. 14, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Apr. 03, 2024	Sep. 30, 2023	Jan. 07, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Common stocks issuance costs									$ 12,916,743
Transaction costs							$ 378,343
Deferred compensation			$ 8,050,000
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs			214,220		$ 214,220		$ 214,220
Waiver of deferred underwriting fee			$ 7,835,780		$ 7,835,780
Unrecognized tax benefits				$ 0		$ 0		$ 0
Unrecognized tax benefits accrued for interest and penalties				$ 0		0		$ 0
Number of shares held by the shareholders exercised their right to redeem such shares										1,964,993
Common shares, shares issued										2,249,422
Common shares, shares outstanding										2,249,422
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs												$ 13,295,086
Underwriting fees												12,650,000
Other offering costs												$ 645,086
Sale of private placement warrants (in shares)												27,400,000
Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Sale of private placement warrants (in shares)												15,900,000
Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Sale of private placement warrants (in shares)												11,500,000
Class A ordinary shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Common stocks issuance costs						$ 12,916,743
Common shares, shares issued				8,964,415		8,964,415				6,999,422
Common shares, shares outstanding				8,964,415		8,964,415				6,999,422
Anti-dilutive securities attributable to warrants (in shares)						27,400,000
Common Class B
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Common shares, shares issued				1,000,000		1,000,000		1,000,000		1,000,000
Common shares, shares outstanding				1,000,000		1,000,000		1,000,000		1,000,000
Common Class B \| Sponsor
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Percentage of interest held on issued and outstanding shares				55.00%		55.00%				68.10%
Class A redeemable
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares held by the shareholders exercised their right to redeem such shares				18,785,585		18,785,585				1,964,993	18,785,585
Payable to stockholders for redemption	$ 21,871,605	$ 200,917,798		$ (21,871,605)				$ (200,917,798)
Redemption of shares	(1,964,993)	(18,785,585)		(1,964,993)		(18,785,585)		(18,785,585)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Ordinary shares reconciliation (Details) - USD ($)			3 Months Ended				6 Months Ended	12 Months Ended
	Apr. 08, 2024	Jul. 17, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Temporary Equity, Other Disclosure [Abstract]
Gross proceeds (in shares)									23,000,000
Gross proceeds									$ 230,000,000
Proceeds allocated to Public Warrants									(5,865,000)
Class A ordinary shares issuance costs									(12,916,743)
Remeasurement of Class A ordinary shares to redemption amount			$ 468,692	$ 583,307	$ 2,914,130	$ 2,559,463		$ 7,109,902	$ 28,895,374
Class A redeemable
Temporary Equity, Other Disclosure [Abstract]
Class A ordinary shares subject to possible redemption			4,214,415	4,214,415		23,000,000	4,214,415	23,000,000
Redemption of shares	(1,964,993)	(18,785,585)	(1,964,993)				(18,785,585)	(18,785,585)
Class A ordinary shares subject to possible redemption			2,249,422	4,214,415			2,249,422	4,214,415	23,000,000
Class A ordinary shares subject to possible redemption			$ 46,889,042	$ 46,305,735		$ 240,113,631	$ 46,305,735	$ 240,113,631
Due to Shareholders for Redemption of 18,785,585 Class A ordinary shares subject to possible redemption	$ 21,871,605	$ 200,917,798	(21,871,605)					(200,917,798)
Class A ordinary shares subject to possible redemption			$ 25,486,129	$ 46,889,042			$ 25,486,129	$ 46,305,735	$ 240,113,631

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Class A redeemable
Numerator:
Allocation of net (loss) income	$ (1,147,963)	$ 2,416,995	$ (2,858,157)	$ 4,068,413
Denominator:
Basic weighted average ordinary shares outstanding	2,335,795	23,000,000	3,275,105	23,000,000
Diluted weighted average ordinary shares outstanding	2,335,795	23,000,000	3,275,105	23,000,000
Basic net income per ordinary share	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18
Diluted net income per ordinary share	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18
Common ClassA and Class B Not Subject To Redemption
Denominator:
Basic weighted average ordinary shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Diluted weighted average ordinary shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income per ordinary share	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18
Diluted net income per ordinary share	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18
Class A and Class B non-redeemable
Numerator:
Allocation of net (loss) income	$ (2,825,927)	$ 604,248	$ (5,017,977)	$ 1,017,103
Denominator:
Basic weighted average ordinary shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Diluted weighted average ordinary shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income per ordinary share	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18
Diluted net income per ordinary share	$ (0.49)	$ 0.11	$ (0.87)	$ 0.18

INITIAL PUBLIC OFFERING (Details) - $ / shares		6 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Jan. 07, 2022	Jun. 30, 2024
INITIAL PUBLIC OFFERING
Share price		$ 10.30
Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares in a unit		1
Number of shares issuable per warrant	1
Public Warrants
INITIAL PUBLIC OFFERING
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)		60.00%
Number of trading days on which fair market value of shares is reported		20 days
Exercise market value per unit		$ 9.20
Warrants exercisable term after the completion of a business combination		30 days
Public Warrants expiration term		5 years
Agreed business days after the closing of the initial business combination		20 days
Period of time within which registration statement is expected to become effective		60 days
Public Warrants \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant		1
Share price		$ 11.50
Minimum threshold written notice period for redemption of public warrants		10 days
Public Warrants \| Maximum \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Purchase price, per unit		$ 9.20
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 \| Public Warrants
INITIAL PUBLIC OFFERING
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00
Minimum threshold written notice period for redemption of public warrants		30 days
Redemption price per public warrant (in dollars per share)		$ 0.01
Redemption period		30 days
Threshold number of trading days before sending notice of redemption to warrant holders		3 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 \| Public Warrants \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Share price		$ 18.00
Stock price trigger for redemption of public warrants (in dollars per share)		18.00
Redemption of warrants per share		$ 18.00
Trading period after business combination used to measure dilution of warrant		20 days
Threshold maximum period for filing registration statement after business combination		30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 \| Public Warrants
INITIAL PUBLIC OFFERING
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		180.00%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10.00
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 \| Public Warrants \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Redemption of warrants per share		$ 10.00
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00
INITIAL PUBLIC OFFERING
Minimum threshold written notice period for redemption of public warrants		30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00 \| Public Warrants
INITIAL PUBLIC OFFERING
Redemption price per public warrant (in dollars per share)		$ 0.10
Threshold maximum period for filing registration statement after business combination		30 days
Threshold number of trading days before sending notice of redemption to warrant holders		3 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00 \| Public Warrants \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10.00
Trading period after business combination used to measure dilution of warrant		20 days
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	23,000,000
Number of warrants in a unit	0.5
Share price	$ 10.00	$ 10.30
Initial Public Offering \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Purchase price, per unit	$ 11.50
Number of shares in a unit	1
Number of shares issuable per warrant	1
Initial Public Offering \| Public Warrants
INITIAL PUBLIC OFFERING
Number of units sold	23,000,000
Number of shares in a unit	1
Number of shares issuable per warrant	0.5
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	3,000,000
Over-allotment option \| Public Warrants
INITIAL PUBLIC OFFERING
Number of units sold	3,000,000
Purchase price, per unit	$ 10.00

PRIVATE PLACEMENT (Details) - USD ($)		3 Months Ended		6 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Jan. 07, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
PRIVATE PLACEMENT
Aggregate fair value of warrants		$ 2,148,000	$ (548,000)	$ 4,225,000	$ (548,000)
Class A ordinary shares
PRIVATE PLACEMENT
Number of shares per warrant	1
Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	15,900,000
Price of warrants	$ 1.00
Private Placement Warrants \| Redemption Of Warrant Price Per Share Equals Or Exceeds10.00
PRIVATE PLACEMENT
Stock price trigger for redemption of public warrants (in dollars per share)				$ 10.00
Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00
PRIVATE PLACEMENT
Stock price trigger for redemption of public warrants (in dollars per share)				$ 18.00
Over-allotment option \| Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	1,500,000
Private Placement \| Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	15,900,000
Price of warrants	$ 1.00
Aggregate purchase price	$ 15,900,000
Private Placement \| Private Placement Warrants \| Class A ordinary shares
PRIVATE PLACEMENT
Exercise price of warrant	$ 11.50

RELATED PARTY TRANSACTIONS - Founder Shares (Details)							6 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jun. 29, 2023 $ / shares shares	May 23, 2023 $ / shares shares	Jan. 07, 2022	Oct. 29, 2021 USD ($) shares	Apr. 24, 2021 USD ($) shares	Feb. 09, 2021 USD ($) shares	Jun. 30, 2024 Y $ / shares shares	Dec. 31, 2022 shares	Apr. 03, 2024 shares	Dec. 31, 2023 $ / shares shares	Oct. 31, 2021 shares
RELATED PARTY TRANSACTIONS
Number of shares issued								23,000,000
Shares outstanding (in shares)									2,249,422
Common Class A
RELATED PARTY TRANSACTIONS
Shares outstanding (in shares)							8,964,415		6,999,422
Common stock, par value per share \| $ / shares	$ 0.0001						$ 0.0001			$ 0.0001
Number of shares issued upon conversion	4,750,000
Common Class B
RELATED PARTY TRANSACTIONS
Shares outstanding (in shares)							1,000,000		1,000,000	1,000,000
Common stock, par value per share \| $ / shares	$ 0.0001						$ 0.0001			$ 0.0001
Namaste \| Purchase Agreement \| Common Class B
RELATED PARTY TRANSACTIONS
Number of shares to be issued in relating to acquisition of membership interests		3,490,949
Common stock, par value per share \| $ / shares		$ 0.0001
Namaste \| Purchase Agreement \| Private Placement Warrants
RELATED PARTY TRANSACTIONS
Number of warrants to be issued in relating to acquisition of membership interests		15,900,000
Founder Shares \| Sponsor
RELATED PARTY TRANSACTIONS
Sponsor granted					300,000	1,078,125
Fair value of founder shares \| $				$ 225	$ 900	$ 3,234
Number of shares transferred (in shares)				75,000
Founder Shares \| Sponsor \| Common Class B
RELATED PARTY TRANSACTIONS
Number of shares issued						7,187,500
Aggregate purchase price \| $						$ 25,000
Number of shares transferred (in shares)					75,000
Aggregate number of shares owned					6,887,500
Number of shares surrendered											1,437,500
Shares outstanding (in shares)											5,750,000
Shares subject to forfeiture							750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Restrictions on transfer period of time after Business Combination completion							1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial Business Combination (in dollars per share) \| $ / shares							$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial Business Combination							20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial Business Combination							30 days
Threshold period after the Business Combination in which the 20 trading days within any 30 trading day period commences							150 days
Vesting period \| Y							8
Founder Shares \| Sponsor \| Common Class B \| Upon the completion of an initial Business Combination
RELATED PARTY TRANSACTIONS
Vesting percentage							50.00%
Founder Shares \| Sponsor \| Common Class B \| Upon attainment and maintenance of certain shareholder return targets based on share trading prices and any dividends paid
RELATED PARTY TRANSACTIONS
Vesting percentage							25.00%
Founder Shares \| Namaste \| Private Placement Warrants
RELATED PARTY TRANSACTIONS
Number of warrants to be issued in relating to acquisition of membership interests		15,900,000
Founder Shares \| Namaste \| Purchase Agreement \| Common Class B
RELATED PARTY TRANSACTIONS
Number of shares to be issued in relating to acquisition of membership interests		3,490,949
Common stock, par value per share \| $ / shares		$ 0.0001

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)								1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 07, 2024	Apr. 07, 2024	Apr. 03, 2024	Jun. 26, 2023	Jun. 16, 2023	May 23, 2023	Jan. 04, 2022	Apr. 30, 2024	Jan. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022	Jun. 24, 2024	Feb. 16, 2024	Feb. 15, 2024	Dec. 31, 2023	Aug. 31, 2023	Jun. 29, 2023	Sep. 20, 2021	Feb. 09, 2021
RELATED PARTY TRANSACTIONS
Outstanding under the working capital note										$ 1,433,500		$ 1,433,500						$ 250,000
Cash deposited in the Trust Account		$ 40,000										120,000
Monthly payments for investment of cash in trust account		$ 40,000	$ 40,000					$ 40,000
Dawn and outstanding amount												1,183,500
Expenses paid										$ 2,174,582	$ 655,107	$ 4,583,133	$ 1,150,297
Number of shares issued														23,000,000
Sponsor
RELATED PARTY TRANSACTIONS
Aggregate principal amount								360,000
Anchor investors
RELATED PARTY TRANSACTIONS
Number of shares issued												1,980,000
Aggregate purchased unit as percentage												9.90%
Purchase price, per unit										$ 10.00		$ 10.00
Aggregate purchase price												$ 19,800,000
Class A ordinary shares
RELATED PARTY TRANSACTIONS
Common stock, par value per share										$ 0.0001		$ 0.0001						$ 0.0001		$ 0.0001
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note																					$ 350,000	$ 300,000
Repayment of promissory note - related party												$ 244,225
Additional borrowing capacity										$ 0		$ 0						$ 0
Administrative support agreement \| Sponsor
RELATED PARTY TRANSACTIONS
Amount of transaction							$ 930,000
Period of agreement							18 months
Payments							$ 601,167
Payments for bonuses							549,000
Payments for administrative support expenses									$ 51,667
Notice for completion of Business Combination or Liquidation												30 days
Expenses incurred										50,000		$ 100,000
Expenses paid											$ 65,333		$ 220,333
Administrative support agreement \| Mr. Goel \| Sponsor
RELATED PARTY TRANSACTIONS
Annual salary						$ 312,000	312,000
Expenses per month for office space, utilities and research, analytical, secretarial and administrative support						9,000
Administrative support agreement \| Mr. Coad \| Sponsor
RELATED PARTY TRANSACTIONS
Annual salary							200,000
Expenses per month for office space, utilities and research, analytical, secretarial and administrative support							$ 9,000
Administrative support agreement \| Chief Operating Officer and Chief Financial Officer \| Sponsor
RELATED PARTY TRANSACTIONS
Annual salary						200,000
Payments						16,666.67
Payments for bonuses						$ 150,000
Non redemption agreements \| Class A ordinary shares \| Holders
RELATED PARTY TRANSACTIONS
Number of shares held by the holders agreed to not to request redemption or reverse any previously submitted redemption demand				3,850,000	3,850,000
Common stock, par value per share				$ 0.0001	$ 0.0001
Number of shares agreed to issue				962,500	962,500
Estimated amount of fair value of shares agreed				$ 158,139	$ 158,139
Price per share fair value				$ 0.1643	$ 0.1643
Working Capital Loans
RELATED PARTY TRANSACTIONS
Accrued amount										0		0						0
Working Capital Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Promissory note aggregate										$ 2,000,000		$ 2,000,000
Conversion price										$ 1.00		$ 1.00
Working Capital Note \| Sponsor
RELATED PARTY TRANSACTIONS
Aggregate principal amount										$ 1,250,000		$ 1,250,000			$ 1,250,000				$ 300,000
Outstanding under the working capital note										1,313,500		1,313,500						$ 250,000
Working Capital Note \| Sponsor \| Maximum
RELATED PARTY TRANSACTIONS
Aggregate principal amount								$ 1,250,000		$ 1,750,000		1,750,000			$ 1,750,000	$ 750,000	$ 300,000
Extension Note \| Sponsor
RELATED PARTY TRANSACTIONS
Aggregate principal amount			$ 360,000
Dawn and outstanding amount	$ 80,000											$ 120,000

COMMITMENTS AND CONTINGENCIES (Details)				3 Months Ended	6 Months Ended		12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jun. 13, 2023 USD ($) $ / shares shares	Apr. 14, 2023 USD ($)	Jan. 07, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2024 USD ($) item $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
Number of demands for registration of securities \| item					3
Underwriting cash discount, in dollars per Unit \| $ / shares			$ 0.20
Underwriter cash discount			$ 4,600,000
Deferred underwriting fee in dollars per Unit \| $ / shares					$ 0.35
Deferred underwriting fee payable		$ 8,050,000
Aggregate deferred underwriting fee payable					$ 8,050,000
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs		214,220		$ 214,220		$ 214,220
Waiver of deferred underwriting fee		$ 7,835,780		7,835,780
Proceeds from Issuance or sale of equity					$ 250,000,000
Percentage of gross proceeds in sale of equity.					4.00%
Maximum
COMMITMENTS AND CONTINGENCIES
Proceeds from Issuance or sale of equity					$ 250,000,000
Percentage of gross proceeds in sale of equity.					5.00%
Forward purchase agreement
COMMITMENTS AND CONTINGENCIES
Number of shares agreed to subscribe \| shares					3,000,000
Common shares, par value (in dollars per share) \| $ / shares					$ 10.00
Value of shares agreed to subscribe					$ 30,000,000
Service Provider Agreement
COMMITMENTS AND CONTINGENCIES
Fees payable					0
Payment of Contingent Fee							$ 100,000
Service Provider Agreement \| Maximum
COMMITMENTS AND CONTINGENCIES
Fixed contingent fees					6,000,000.0
Service Provider Agreement \| Sponsor
COMMITMENTS AND CONTINGENCIES
Amount due and payable to service provider	$ 100,000
Additional cash payment to be made	$ 100,000
Number of Founder Shares agreed to issue \| shares	50,000
Price per share \| $ / shares	$ 0.003
Aggregate fair value of Founder Shares agreed to issue				$ 8,215		$ 8,215
Aggregate fair value of Founder Shares (in dollars per share) \| $ / shares				$ 0.1643		$ 0.1643
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriting option period			45 days
Sale of units, net of underwriting discounts (in shares) \| shares			3,000,000
Aggregate underwriter cash discount			$ 600,000
Deferred underwriting fee payable					$ 1,050,000

SHAREHOLDERS' DEFICIT - Preference Shares (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
SHAREHOLDERS' DEFICIT
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0

SHAREHOLDERS' DEFICIT - Ordinary Shares (Details)	6 Months Ended
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details)	Jun. 30, 2024 Vote $ / shares shares	Apr. 03, 2024 shares	Mar. 31, 2024 shares	Dec. 31, 2023 $ / shares shares	Sep. 30, 2023 shares	Jun. 29, 2023 $ / shares shares	Dec. 31, 2022 shares
SHAREHOLDERS' DEFICIT
Number of shares held by the shareholders exercised their right to redeem such shares		1,964,993
Common shares, shares issued (in shares)		2,249,422
Common shares, shares outstanding		2,249,422
Sponsor
SHAREHOLDERS' DEFICIT
Threshold conversion ratio of stock	1
Class A ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	300,000,000			300,000,000
Common stock, par value per share \| $ / shares	$ 0.0001			$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	8,964,415	6,999,422
Common shares, shares outstanding	8,964,415	6,999,422
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares	20.00%
Class A ordinary shares \| Sponsor
SHAREHOLDERS' DEFICIT
Common shares, shares issued (in shares)						4,750,000
Class A redeemable
SHAREHOLDERS' DEFICIT
Number of shares held by the shareholders exercised their right to redeem such shares	18,785,585	1,964,993			18,785,585
Temporary equity, shares outstanding	2,249,422		4,214,415	4,214,415			23,000,000
Class A ordinary shares not subject to possible redemption
SHAREHOLDERS' DEFICIT
Common shares, shares issued (in shares)	4,750,000			4,750,000
Common shares, shares outstanding	4,750,000			4,750,000
Class B ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	30,000,000			30,000,000
Common stock, par value per share \| $ / shares	$ 0.0001			$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	1,000,000	1,000,000		1,000,000
Common shares, shares outstanding	1,000,000	1,000,000		1,000,000
Threshold conversion ratio of stock	1

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	$ 5,206,000	$ 981,000
Marketable securities held in Trust Account
FAIR VALUE MEASUREMENTS
Carrying Value/Amortized Cost		46,305,735
Fair Value		46,305,735
Level 1 \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	2,185,000	345,000
Level 3 \| Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	$ 3,021,000	$ 636,000

FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) - Level 1	Jun. 30, 2024 Y $ / shares	Dec. 31, 2023 Y $ / shares	Jan. 07, 2022 Y $ / shares
Risk-free interest rate \| Public Warrants
FAIR VALUE MEASUREMENTS
Measurement input			0.0164
Risk-free interest rate \| Private Placement Warrants
FAIR VALUE MEASUREMENTS
Measurement input	0.0433	0.0384
Expected term (years) \| Public Warrants
FAIR VALUE MEASUREMENTS
Measurement input \| Y			6.50
Expected term (years) \| Private Placement Warrants
FAIR VALUE MEASUREMENTS
Measurement input \| Y	5.00	5.00
Expected volatility \| Public Warrants
FAIR VALUE MEASUREMENTS
Measurement input			0.072
Expected volatility \| Private Placement Warrants
FAIR VALUE MEASUREMENTS
Measurement input	0.010	0.3170
Exercise price \| Public Warrants
FAIR VALUE MEASUREMENTS
Measurement input			11.50
Exercise price \| Private Placement Warrants
FAIR VALUE MEASUREMENTS
Measurement input	11.50	11.50
Stock price of Class A ordinary share \| Public Warrants
FAIR VALUE MEASUREMENTS
Measurement input			9.83
Stock price of Class A ordinary share \| Private Placement Warrants
FAIR VALUE MEASUREMENTS
Measurement input	11.31	10.91

FAIR VALUE MEASUREMENTS - Changes in the fair value of the Company's level 3 financial instruments (Details) - Level 3 - Private Placement Warrants - USD ($)	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
FAIR VALUE MEASUREMENTS
Fair value at beginning of period	$ 1,908,000	$ 636,000	$ 1,272,000	$ 1,272,000
Change in fair value	1,113,000	1,272,000	(318,000)	0
Fair value at end of period	$ 3,021,000	$ 1,908,000	$ 954,000	$ 1,272,000

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)		6 Months Ended
	Jan. 07, 2022	Jun. 30, 2024	Dec. 31, 2023
U.S. Treasury Securities
FAIR VALUE MEASUREMENTS
Cash held in the Trust Account			$ 0
Fair Value			$ 46,305,735
Common Class A
FAIR VALUE MEASUREMENTS
Number of shares in a unit		1
Private Placement Warrants
FAIR VALUE MEASUREMENTS
Initial measurement at January 7, 2022	$ 8,109,000
Price per share (in dollars per share)	$ 0.51	$ 0.19	$ 0.04
Aggregate fair value		$ 3,021,000	$ 636,000
Public Warrants
FAIR VALUE MEASUREMENTS
Initial measurement at January 7, 2022	$ 5,865,000
Price per share (in dollars per share)	$ 0.51	$ 0.19	$ 0.03
Aggregate fair value		$ 2,185,000	$ 345,000
Number of warrants in a unit		0.5

SUBSEQUENT EVENTS (Details)				2 Months Ended	6 Months Ended
SUBSEQUENT EVENTS (Details)	Sep. 07, 2024 USD ($)	Jul. 30, 2024 item	Jul. 22, 2024 item	Sep. 07, 2024 USD ($)	Jun. 30, 2024 USD ($)
SUBSEQUENT EVENTS
Proceeds from promissory notes - related party					$ 1,183,500
Sponsor \| Extension Note
SUBSEQUENT EVENTS
Proceeds from promissory notes - related party	$ 80,000				$ 120,000
Subsequent Event
SUBSEQUENT EVENTS
Number of placement agents \| item		2	2
Subsequent Event \| Working Capital Note
SUBSEQUENT EVENTS
Proceeds from promissory notes - related party	$ 70,000
Subsequent Event \| Sponsor \| Extension Note
SUBSEQUENT EVENTS
Proceeds from promissory notes - related party				$ 80,000