Yotta Designs, Builds, and Operates Tier
III and IV Data Centers
Positioned at the
Forefront of Global AI
NEW
YORK, June 24, 2024 /PRNewswire/ -- Nidar
Infrastructure Limited ("Nidar") and Cartica Acquisition Corp
(Nasdaq: "CITE", "CITEU", "CITEW") ("Cartica") today announced that
they have entered into a definitive Agreement and Plan of Merger
(the "Business Combination Agreement") for a business combination
(the "Business Combination"). Nidar is India's leading data center provider for
artificial intelligence ("AI") and high-performance compute. Nidar
provides advanced information technology infrastructure and
solutions on an "as-a-Service" model to customers worldwide,
including enterprises, governments, start-ups and small- and
medium-sized enterprises, and hyperscalers. Nidar's offerings
include colocation services, managed services and cloud services,
and AI services. The pre-transaction equity value of Nidar implied
by the Business Combination terms is approximately $2.75 billion. Cartica is a special purpose
acquisition company seeking to identify and complete a business
combination with a suitable business combination partner in the
technology space.
Sunil Gupta, CEO and co-founder
of Nidar, commented, "Through its Yotta data centers, Nidar is
India's leading data center
provider for AI and high-performance compute. Yotta designs, builds
and operates Tier III and IV data centers in India, which offer both colocation and
hyperscale services and cloud and managed services. With our
priority access to industry-leading GPUs through our partnership
with the world's leader in high-performance compute, together with
the added ability to access US capital markets, Yotta is poised to
capture long-lasting demand from cloud infrastructure and AI."
Darshan Hiranandani, co-founder
of Nidar and director of Nidar's largest shareholder, added,
"Nidar's management team has significant experience in successfully
building and operating India's
leading data center provider. By combining with Cartica, this
will enable our management team to continue to execute on our
growth strategy to effectively build on Yotta's world-class
platform, accelerate growth, and create long-term shareholder
value."
Suresh Guduru, CEO of Cartica,
stated "Our partnership with Nidar is reflective of our belief in
the opportunity in technology infrastructure, Compute as-a-Service,
and India's role in the global
technology ecosystem. Under Sunil's leadership, we believe Yotta
has positioned itself at the forefront of the global AI
movement."
Transaction Overview
The Business Combination Agreement provides for the Business
Combination to be consummated by a wholly‑owned subsidiary of Nidar
being merged with and into Cartica with Cartica surviving the
merger as a wholly owned subsidiary of Nidar, and immediately
thereafter and as part of the same overall transaction, Cartica
merging with and into Nidar, which will become the public company
following the Business Combination and the other transactions
contemplated by the Business Combination Agreement. In connection
with the Business Combination, each Class A ordinary share, par
value $0.0001 per share (a "Cartica
Class A Share"), of Cartica and each Class B ordinary share, par
value $0.0001 per share, of Cartica
will be converted into one ordinary share (a "Nidar Ordinary
Share"), of Nidar. Additionally, in connection with the Business
Combination, each warrant to purchase a Cartica Class A Share
will be converted into the right to receive a corresponding warrant
to purchase one Nidar Ordinary Share (the "Nidar Warrants"). It is
a condition of the Business Combination that the Nidar Ordinary
Shares and the Nidar Warrants issued in connection with the
Business Combination (including the Nidar Ordinary Shares issuable
upon exercise of the Nidar Warrants) be approved for listing on the
New York Stock Exchange, the Nasdaq Global Select Market, the
Nasdaq Global Market, the Nasdaq Capital Market or the NYSE
American, as chosen by Cartica in its reasonable discretion and
after consultation with Nidar (such stock exchange, the "Stock
Exchange").
Cartica maintains a trust account in the amount of approximately
$25 million, as of April 4, 2024 (prior to any redemptions by its
public shareholders in connection with the Business Combination).
All proceeds to Nidar from the Business Combination (after
satisfaction of payments to redeeming Cartica shareholders and
satisfaction of relevant fees, expenses and other liabilities) are
expected to be used by Nidar to execute its business plan and for
general working capital purposes.
The Boards of Directors of Nidar and Cartica and the
shareholders of Nidar have approved the Business Combination
Agreement and the documents and transactions contemplated thereby.
The completion of the Business Combination is subject to customary
closing conditions, including all requisite approvals by the
shareholders of Cartica, the listing approval of the Stock Exchange
and the effectiveness of the registration statement on Form F-4
(the "Registration Statement") filed with the U.S. Securities and
Exchange Commission (the "SEC") by Nidar.
Additional information about the proposed Business Combination
will be provided in a Current Report on Form 8-K to be filed by
Cartica with the SEC and available at www.sec.gov.
About Nidar
Nidar is India's leading data
center provider for AI and high-performance compute. Nidar provides
advanced information technology infrastructure and solutions on an
"as-a-Service" model to customers worldwide, including enterprises,
governments, start-ups and small- and medium-sized
enterprises, and hyperscalers.
About Cartica
Cartica Acquisition Corp is a blank check company formed for the
purpose of entering into a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
Advisors
GLC Securities LLC served as financial advisor to Nidar. Allen
Overy Shearman Sterling US LLP, SNG & Partners and Vale Law
served as legal counsel to Nidar. BitOoda Technologies, LLC served
as M&A Adviser to Cartica. Morrison & Foerster LLP, Khaitan
& Co, Appleby (Cayman) Ltd. and Appleby (as Mauritius legal counsel) served as legal
counsel to Cartica. Imperial Capital, LLC and BitOoda Technologies,
LLC are serving as co-lead placement agents for additional capital
raising activity in connection with the Business Combination.
Forward-Looking Statements
This Press Release 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, the Business
Combination Agreement and certain agreements in connection
therewith. The forward-looking statements contained in this Press
Release reflect Nidar's and 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 their actual results to differ significantly from those
expressed in any forward-looking statement. Nidar and Cartica do
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
Nidar, Cartica or others following the announcement of the Business
Combination; the inability of Nidar to obtain commitments to
purchase securities 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 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 Nidar 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 Nidar or
Cartica 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
section entitled "Risk Factors" in Cartica's Annual Report on
Form 10-K for the year ended December
31, 2023, as filed with the SEC on April 1, 2024 and in other reports Cartica files
with the SEC. If any of these risks materialize or Nidar's and
Cartica's assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. While forward-looking statements reflect Nidar's and
Cartica's good faith beliefs, they are not guarantees of future
performance. Nidar and Cartica disclaim 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
Press Release, 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 Nidar and
Cartica.
Additional Information and Where to Find It
In connection with the Business Combination, Nidar and Cartica
intend to prepare, and Nidar intends to file, a Registration
Statement 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. When available, 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 Press
Release 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, when available, 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 general amendments thereto
and the definitive proxy statement/prospectus because the proxy
statement/prospectus will contain important information about the
Business Combination and the parties to the Business
Combination.
Copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and other documents filed by
Nidar or Cartica with the SEC may be obtained, once available, 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 Nidar or Cartica 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 will be in the
Registration Statement, including a proxy statement/prospectus,
when it is filed with the SEC. 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 will also be in
the Registration Statement to be filed with the SEC, which will
include the 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 will be included in the proxy statement/prospectus for
the Business Combination when available.
No Offer or Solicitation
This Press Release 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 of 1933, as amended, or an exemption therefrom, and otherwise
in accordance with applicable law.
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SOURCE Cartica Acquisition Corp