UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 31, 2024
Cartica Acquisition Corp
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-41198 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1345 Avenue of the Americas, 11th Floor
New York, NY
(Address of principal executive offices)
|
10105
(Zip Code) |
+1
(202) 741-3677
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any
of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2024,
Cartica Acquisition Corp, a Cayman Islands exempted company (“Cartica”),
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”), entered into an amendment (the “Amendment”) to the
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 Cartica, Nidar and Merger Sub. Capitalized terms used herein but not defined
shall have the meanings assigned to them in the Business Combination Agreement.
The
Amendment, among other things, provides that (a) Cartica will take such actions as are reasonably necessary to apply for and effect the
qualification of Cartica’s publicly-traded securities for trading on OTC Markets Group (the “OTC Markets”), which
qualification will take effect no later than ten business days following any delisting of such Cartica securities from Nasdaq on January
4, 2025 (the “Nasdaq Delisting Date”), (b) Cartica will use its reasonable best efforts to ensure that Cartica’s
publicly-traded securities continue to be qualified to trade on the OTC Markets from and after the Nasdaq Delisting Date until the Closing,
(c) Cartica will cooperate with Nidar and use reasonable best efforts to take such actions as are reasonably necessary or advisable to
cause Cartica’s publicly-traded securities to be delisted from the OTC Markets and deregistered under the Exchange Act as soon as
practicable following the First Effective Time (as defined in the Business Combination Agreement), and (d) the Termination Date (as defined
in the Business Combination Agreement) be extended to January 7, 2026.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the
foregoing description of the Amendment is qualified in its entirety by reference thereto.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such statements
may include, but are not limited to, statements regarding the Business Combination Agreement and certain agreements entered into in connection
therewith. The forward-looking statements contained in this Current Report on Form 8-K reflect Cartica’s current views about future
events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its
actual results to differ significantly from those expressed in any forward-looking statement. Cartica does not guarantee that the transactions
and events described will happen as described (or that they will happen at all). In particular, there can be no assurance that the Business
Combination will close in a timely manner or at all. These forward-looking statements are subject to a number of risks and uncertainties,
including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the occurrence
of any event, change or other circumstances that could give rise to the termination of the Business Combination; the outcome of any legal
proceedings that may be instituted against Cartica, Nidar, the Surviving Company or others following the announcement of the Business
Combination; the inability of Nidar to obtain commitments from third parties to make
private investments in public equity in the form of Nidar’s ordinary shares in the amount contemplated by the Business Combination
Agreement; the amount of redemptions by Cartica’s public shareholders in connection with the Business Combination; the inability
to complete the Business Combination due to the failure to obtain approval of the shareholders of Cartica or to satisfy other conditions
to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable
laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet the applicable
stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts
current plans and operations of Nidar as a result of the announcement and consummation of the Business Combination; the ability to recognize
the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the
surviving company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees;
costs related to the Business Combination; changes in applicable laws or regulations; Nidar’s estimates of expenses and profitability
and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; any downturn or volatility
in economic conditions; changes in the competitive environment affecting Nidar or its customers, including Nidar’s inability to
introduce new services or technologies; the impact of pricing pressure and erosion; supply chain risks; risks to Nidar’s ability
to protect its intellectual property and avoid infringement by others, or claims of infringement against Nidar; the possibility that Cartica
or Nidar may be adversely affected by other economic, business and/or competitive factors; Nidar’s estimates of its financial performance;
and other risks and uncertainties set forth in the sections entitled “Risk Factors”
and “Forward Looking Statements” in the Registration Statement (as defined below) and in reports Cartica files with
the SEC. If any of these risks materialize or Cartica’s assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. While forward-looking statements reflect Cartica’s good faith beliefs,
they are not guarantees of future performance. Cartica disclaims any obligation to publicly update or revise any forward-looking statement
to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date
of this Current Report on Form 8-K, except as required by applicable law. You should not place undue reliance on any forward-looking statements,
which are based only on information currently available to Cartica.
Additional Information and Where to Find It
This Current Report on Form 8-K does not contain
all the information that should be considered concerning the Business Combination. In connection with the Business Combination, Cartica
and Nidar prepared, and Nidar has filed with the SEC, a Registration Statement on Form F-4 (the “Registration Statement”),
as amended, containing a proxy statement/prospectus and certain other related documents, which will be both the proxy statement
to be distributed to Cartica’s shareholders in connection with Cartica’s solicitation of proxies for the vote by Cartica’s
shareholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as
the prospectus relating to the offer and sale of the securities to be issued in connection with the Business Combination. Once the
Registration Statement is declared effective, Cartica will mail the definitive proxy statement/prospectus and other relevant documents
to its shareholders as of a record date to be established for voting on the Business Combination. This Current Report on Form 8-K is not
a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Cartica will send to
its shareholders in connection with the Business Combination. Investors and security holders are urged to read the preliminary proxy statement/prospectus
in connection with Cartica’s solicitation of proxies for its Extraordinary General Meeting to be held to approve the Business Combination
(and related matters) and, when available, general amendments thereto and the definitive proxy statement/prospectus because the proxy
statement/prospectus contains important information about the Business Combination and the parties to the Business Combination.
Copies of the preliminary proxy statement/prospectus
and, once available, the definitive proxy statement/prospectus and other documents filed by Cartica or Nidar with the SEC may be obtained
free of charge at the SEC’s website at www.sec.gov.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by Cartica or Nidar through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Cartica and its directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Cartica’s shareholders in connection with the Business Combination. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of Cartica’s shareholders in connection with the Business Combination is in
the Registration Statement, including the preliminary proxy statement/prospectus. Investors and security holders may obtain more detailed
information regarding the names and interests in the Business Combination of Cartica’s directors and officers in Cartica’s
filings with the SEC and such information is also in the Registration Statement, which includes the preliminary proxy statement/prospectus
of Cartica for the Business Combination. These documents can be obtained free of charge at the SEC’s website at www.sec.gov.
Nidar and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Cartica in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
in the Business Combination is included in the Registration Statement, which includes the preliminary
proxy statement/prospectus for the Business Combination.
No Offer or Solicitation
This Current Report on Form 8-K
relates to the Business Combination and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy
any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there
be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom, and otherwise
in accordance with applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CARTICA ACQUISITION CORP |
| |
|
|
| Date: January 2, 2025 |
By: |
/s/ Suresh Guduru |
| |
Name: |
Suresh Guduru |
| |
Title: |
Chairman and Chief Executive Officer |
Exhibit 2.1
EXECUTION VERSION
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER (this “Amendment”) is entered into as of December 31, 2024, by and among Nidar Infrastructure Limited,
a Cayman Islands exempted company (the “Company”), Yotta Data and Cloud Limited, a Cayman Islands exempted company
and wholly-owned subsidiary of the Company (“Merger Sub”), and Cartica Acquisition Corp, a Cayman Islands exempted
company (“SPAC”). The Company, Merger Sub and SPAC are collectively referred to herein as the “Parties”
and individually as a “Party”. Capitalized terms used but not defined elsewhere herein shall have the meanings assigned
to them in the Business Combination Agreement (as defined below).
WHEREAS, reference is made
to that certain Business Combination Agreement dated as of June 24, 2024, by and among the Company, Merger Sub and SPAC (as amended, modified
or supplemented from time to time in accordance with its terms, the “Business Combination Agreement”);
WHEREAS, pursuant to Section
11.09 of the Business Combination Agreement, the Business Combination Agreement may be amended by an agreement in writing executed by
each of the Parties; and
WHEREAS, the Parties desire
to amend the Business Combination Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration
of the foregoing, and intending to be legally bound hereby, the Parties hereby agree as follows:
AGREEMENT
Section 1 Amendments to the Business Combination Agreement. The Business Combination Agreement is hereby amended as set forth in this Section 1, in accordance with Section 11.09 of the Business Combination Agreement:
(a) the following definitions
are hereby added to Section 1.01 of the Business Combination Agreement in alphabetical order:
““First
Amendment” means that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of December 31, 2024, by and among the
Company, Merger Sub and SPAC.”
““Nasdaq
Delisting” means the delisting of the SPAC Class A Shares, the SPAC Public Warrants and the SPAC Units from trading on the Nasdaq
on the Nasdaq Delisting Date due to the failure of SPAC to satisfy Nasdaq Listing Rule IM-5101-2(b).”
““Nasdaq
Delisting Date” means January 4, 2025.”
““OTC
Markets” means the OTC Markets Group.”
(b) The definition of “Extension
Expenses” in Section 1.01 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
““Extension
Expenses” means, to the extent unpaid as of the Closing, (a) the costs and expenses incurred by SPAC in connection with extending
the date by which SPAC must consummate a Business Combination beyond April 7, 2024 (the “First Extension”), (b) the
costs and expenses incurred by SPAC in connection with extending the date by which SPAC must consummate a Business Combination beyond
January 7, 2025 (the “Second Extension” and together with the First Extension, the “Extensions”),
and (c) the amounts deposited by the Sponsor in the Trust Account, if any, in the form of a non-interest-bearing promissory note in connection
with the Extensions.”
(c) The definition of “SPAC
Impairment Effect” in Section 1.01 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
““SPAC
Impairment Effect” means an Effect that has had, or would reasonably be expected to have, individually or in the aggregate,
a material adverse effect on (a) the business or financial condition of SPAC, (b) the ability of SPAC to consummate the Transactions,
or (c) the ability of the SPAC Class A Shares, the SPAC Public Warrants and the SPAC Units to qualify for trading on the OTC Markets.”
(d) The definition of “SPAC
Shareholder Approval” in Section 1.01 of the Business Combination Agreement is hereby amended by deleting “Nasdaq” and
replacing it with “OTC Markets.”
(e) Clause (d) of the definition
of “SPAC Transaction Proposals” in Section 1.01 of the Business Combination Agreement is hereby amended by deleting “Nasdaq”
and replacing it with “OTC Markets.”
(f) The definition of “Stock
Exchange” in Section 1.01 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
““Stock
Exchange” means the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market,
the NYSE American or the OTC Markets, as chosen by SPAC in its reasonable discretion and after consultation with the Company.”
(g) The definition of “Working
Capital Loans” in Section 1.01 of the Business Combination Agreement is hereby amended by deleting “Extension” and replacing
it with “Extensions.”
(h) Section 5.13 of the Business
Combination Agreement is hereby amended and restated in its entirety as follows:
“Section
5.13 Nasdaq Listing and OTC Listing. Prior to the Nasdaq Delisting, the SPAC Class A Shares, the SPAC Public Warrants and the
SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol
“CITE,” “CITEW” and “CITEU,” respectively. Prior to and except for the Nasdaq Delisting, except
as set forth on Section 5.13 of the SPAC Disclosure Letter or the SEC Reports filed prior to the date of the First Amendment,
SPAC is a member in good standing with the Nasdaq and has complied with the applicable listing requirements of the Nasdaq, and there
is no Action pending or, to the Knowledge of SPAC, threatened against SPAC by the Nasdaq or the SEC with respect to any intention by
such entity to deregister the SPAC Class A Shares, the SPAC Public Warrants or the SPAC Units or terminate the listing of SPAC Class
A Shares, the SPAC Public Warrants or the SPAC Units on the Nasdaq. Prior to and except for the Nasdaq Delisting, except as set
forth on Section 5.13 of the SPAC Disclosure Letter or the SEC Reports filed prior to the date of the First Amendment, SPAC
has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting
of the SPAC Class A Shares, the SPAC Public Warrants or the SPAC Units from the Nasdaq or the SEC. From and after the Nasdaq
Delisting, SPAC has complied with the applicable listing requirements of the OTC Markets, and there is no Action pending or, to the
Knowledge of SPAC, threatened against SPAC by the OTC Markets or the SEC with respect to any intention by such entity to deregister
the SPAC Class A Shares, the SPAC Public Warrants or the SPAC Units or terminate the qualification of the SPAC Class A Shares, the
SPAC Public Warrants or the SPAC Units to be traded on the OTC Markets. None of SPAC or its Affiliates has taken any action in an
attempt to terminate the registration of the SPAC Class A Shares, the SPAC Public Warrants or the SPAC Units under the Exchange Act
except as contemplated by this Agreement. Except as set forth on Section 5.13 of the SPAC Disclosure Letter, SPAC has not
received any notice from the OTC Markets or the SEC regarding the revocation of such listing or otherwise regarding the delisting of
the SPAC Class A Shares, the SPAC Public Warrants or the SPAC Units from the Nasdaq or the SEC.”
(i) Section 7.06 of the Business
Combination Agreement is hereby amended and restated in its entirety as follows:
“Section 7.06
SPAC Securities Listing. From and after the date of the First Amendment, SPAC shall take such actions as are reasonably necessary
to apply for and effect the qualification of the SPAC Class A Shares, the SPAC Public Warrants and the SPAC Units for trading on the OTC
Markets, which qualification shall take effect as soon as practicable after the date of the First Amendment (and, in any event, no later
than ten (10) Business Days following the Nasdaq Delisting Date). From the Nasdaq Delisting Date until the Closing, SPAC shall use its
reasonable best efforts to ensure that the SPAC Class A Shares, the SPAC Public Warrants and the SPAC Units continue to be qualified to
trade on the OTC Markets. From and after the Nasdaq Delisting Date and prior to the Closing Date, SPAC shall cooperate with the Company
and use reasonable best efforts to take such actions as are reasonably necessary or advisable to cause the SPAC Units, SPAC Class A Shares
and SPAC Public Warrants to be delisted from the OTC Markets, and deregistered under the Exchange Act as soon as practicable following
the First Effective Time.”
(j) Section 10.01(c) of the
Business Combination Agreement is hereby amended by deleting the phrase “on July 7, 2025 (the “Termination Date”)”
and replacing it with “on January 7, 2026 (the “Termination Date”).”
Section 2 Binding
Amendment. This Amendment constitutes a valid amendment of the Business Combination Agreement. In the event of any conflict
between the provisions of the Business Combination Agreement and this Amendment, the provisions of this Amendment shall control.
Section 3
No Other Amendments. Except for the amendment expressly set forth above, the text of the Business Combination Agreement
shall remain unchanged and in full force and effect.
Section 4
Reference to and Effect on Business Combination Agreement. Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the Business Combination Agreement to “this Agreement,” “hereunder,” “hereof”
or words of like import referring to the Business Combination Agreement shall mean and be a reference to the Business Combination Agreement
as amended hereby.
Section 5
Miscellaneous. The provisions of Sections 11.01 – 11.07 (inclusive) and 11.09 – 11.14 (inclusive) of the Business
Combination Agreement are incorporated into, and shall apply to, this Amendment, mutatis mutandis.
[Signature Page Follows.]
IN WITNESS WHEREOF, the Company,
Merger Sub, and SPAC have hereunto caused this Amendment to be duly executed as of the date first set forth above.
| |
NIDAR INFRASTRUCTURE LIMITED |
| |
|
| |
By |
/s/ Santosh Rao Ukhalker |
| |
Name: |
Santosh Rao Ukhalker |
| |
Title: |
Authorized Signatory |
| |
|
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YOTTA DATA AND CLOUD LIMITED |
| |
|
| |
By |
/s/ Santosh Rao Ukhalker |
| |
Name: |
Santosh Rao Ukhalker |
| |
Title: |
Authorized Signatory |
| |
|
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CARTICA ACQUISITION CORP |
| |
|
| |
By |
/s/ Brian Coad |
| |
Name: |
Brian Coad |
| |
Title: |
Chief Operating Officer and Chief Financial Officer |
[Signature Page to Amendment
to Business Combination Agreement]
Cartica Acquisition (NASDAQ:CITEW)
過去 株価チャート
から 12 2024 まで 1 2025
Cartica Acquisition (NASDAQ:CITEW)
過去 株価チャート
から 1 2024 まで 1 2025
