Current Report Filing (8-k)
19 Oktober 2022 - 10:17PM
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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):
October 19, 2022
Cartica Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-41198 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1775 I Street NW, Suite 910
Washington, D.C. 20006
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +1-202-367-3003
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant |
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CITEU |
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The Nasdaq Stock Market LLC |
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Class A Ordinary Share, par value $0.0001 per share |
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CITE |
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The Nasdaq Stock Market LLC |
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Redeemable Warrants |
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CITEW |
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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 8.01. Other Events.
On October 13,
2022, Cartica Acquisition Corp (the “Company”) was advised by Cartica Management, LLC, the management
company for both Cartica Investors, LP and Cartica Investors II, LP (together, the “Cartica Funds”)
that the Cartica Funds will be liquidated in the first half of 2023 (the “Liquidation”).
The
Cartica Funds, which are affiliates of Cartica Acquisition Partners, LLC (the “Sponsor”), entered
into a forward purchase agreement (the “Forward Purchase Agreement”) at the time of the Company’s initial
public offering, pursuant to which the Cartica Funds agreed to subscribe for an aggregate of up to 3,000,000 forward purchase shares,
consisting of one Class A ordinary share 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 initial
business combination (the “Initial Business Combination”), subject to approval at such time by the Cartica
Management Investment Committee.
Although
the Forward Purchase Agreement remains in effect and the purchase of the Forward Purchase Shares remains subject to Cartica Management
Investment Committee’s approval, the Liquidation may adversely impact the Cartica Funds’ ability to purchase some
or all of the Forward Purchase Shares pursuant to the Forward Purchase Agreement and the Company’s ability to enter into a definitive
agreement regarding an Initial Business Combination. If the sale of some or all of the Forward Purchase Shares fails
to close, for any reason, the Company may lack sufficient funds to consummate the Initial Business Combination. There can
be no assurances that the Cartica Funds will purchase any or all of the Forward Purchase Shares.
In
addition, at the time of the Company’s initial public offering, the Cartica Funds purchased 1,980,000 of the units of the Company.
The Company was advised by Cartica Management, LLC that these units are not expected to be impacted by the decision to liquidate
the Cartica Funds.
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.
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Cartica Acquisition Corp |
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By: |
/s/ Sanjeev Goel |
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Name: Sanjeev Goel |
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Title: Chief Executive Officer |
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Dated: October 19, 2022 |
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