Item 1.01. Entry into a Material Definitive Agreement.
On January 4, 2022, the registration statement on Form S-1 (File No. 333-261094)
(the "Registration Statement") relating to the initial public offering ("the
IPO") of Cartica Acquisition Corp, a Cayman Islands exempted company (the
"registrant" or the "Company"), was declared effective by the U.S. Securities
and Exchange Commission. On January 7, 2022, the Company closed 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). In connection with the IPO, the Company entered into the
following agreements, forms of which were previously filed as exhibits to the
Registration Statement:
? An Underwriting Agreement, dated January 4, 2022, by and between the Company
and J.P. Morgan Securities LLC, as representative of the several
underwriters listed in Schedule 1 thereto, a copy of which is attached as
Exhibit 1.1 hereto and incorporated herein by reference.
? A Warrant Agreement, dated January 4, 2022, by and between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, a copy of
which is attached as Exhibit 4.1 hereto and incorporated herein by
reference.
? An Investment Management Trust Agreement, dated January 4, 2022, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated
herein by reference.
? A Registration and Shareholder Rights Agreement, dated January 4, 2022, by
and among the Company, Cartica Acquisition Partners, LLC (the "Sponsor"),
and the other securities holders signatory thereto, a copy of which is
attached as Exhibit 10.2 hereto and incorporated herein by reference.
? A Private Placement Warrants Purchase Agreement, dated January 4, 2022 (the
"Private Placement Warrants Purchase Agreement"), by and between the Company
and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and
incorporated herein by reference.
? A Letter Agreement, dated January 4, 2022, by and among the Company, its
directors and executive officers and the Sponsor, a copy of which is
attached as Exhibit 10.4 hereto and incorporated herein by reference.
? A Forward Purchase Agreement, dated January 4, 2022, by and among the
Company, Cartica Investors, LP and Cartica Investors II, LP, a copy of which
is attached as Exhibit 10.5 hereto and incorporated herein by reference.
? An Administrative Support Agreement, dated January 4, 2022, by and between
the Company and the Sponsor, a copy of which is attached as Exhibit 10.6
hereto and incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Warrants Purchase Agreement, the Company completed the private sale of an
aggregate of 15,900,000 warrants (the "Private Placement Warrants") to 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); (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 initial 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.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On January 4, 2022, in connection with the IPO, the Company filed its amended
and restated memorandum and articles of association (the "Amended and Restated
Memorandum and Articles of Association") with the Cayman Islands General
Registry, effective the same day. The terms of the Amended and Restated
Memorandum and Articles of Association are set forth in the Registration
Statement. A copy of the Amended and Restated Memorandum and Articles of
Association is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
A total of $236,900,000 ($10.30 per Unit), consisting of $225,400,000 of the
proceeds from the IPO (which amount includes $8,050,000 of deferred underwriting
commissions) and $11,500,000 of the proceeds of the sale of the Private
Placement Warrants, was placed in a U.S.-based trust account maintained by
Continental Stock Transfer & Trust Company, acting as trustee. Except with
respect to interest earned on the funds in the trust account that may be
released to the Company so that it can pay its taxes, the funds held in the
trust account will not be released from the trust account (1) to the Company,
until the completion of the Company's initial business combination, or (2) to
the Company's public shareholders, until the earliest of (a) the completion of
the Company's initial business combination, and then only in connection with
those Class A ordinary shares that such shareholders properly elected to redeem,
subject to the limitations described in the Registration Statement, (b) the
redemption of any public shares properly tendered in connection with a
shareholder vote to amend the Company's Amended and Restated Memorandum and
Articles of Association (A) to modify the substance or timing of the Company's
obligation to provide holders of its Class A ordinary shares the right to have
their shares redeemed in connection with the Company's initial business
combination or to redeem 100% of the Company's public shares if the Company does
not complete its initial business combination within 18 months from the closing
of the IPO or during any Extension Period (as defined below) or (B) with respect
to any other provision relating to the rights of holders of the Class A ordinary
shares or pre-initial business combination activity, and (c) the redemption of
the Company's public shares if the Company has not consummated its initial
business combination within 18 months from the closing of the IPO or during any
Extension Period. As used above, "Extension Period" means either of the two
three-month periods by which the Company may extend its deadline to consummate
an initial business combination (for a total of up to 24 months to consummate an
initial business combination) without the Company's public shareholders being
entitled to vote or redeem their shares in connection with such extension, if
the Sponsor or any of its affiliates or designees pays an additional $0.10 per
public share into the trust account in respect of each such extension.
On January 4, 2022, the Company issued a press release announcing the pricing of
the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On January 7, 2022, the Company issued a press release announcing the closing of
the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. Description
Underwriting Agreement, dated January 4, 2022, by and between the
1.1 Company and J.P. Morgan Securities LLC, as representative of the
several underwriters listed in Schedule 1 thereto.
3.1 Amended and Restated Memorandum and Articles of Association.
4.1 Warrant Agreement, dated January 4, 2022, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent.
Investment Management Trust Agreement, January 4, 2022, by and
10.1 between the Company and Continental Stock Transfer & Trust Company, as
trustee.
Registration and Shareholder Rights Agreement, dated January 4,
10.2 2022, by and among the Company, the Sponsor and the other securities
holders signatory thereto.
10.3 Private Placement Warrants Purchase Agreement, dated January 4,
2022, by and between the Company and the Sponsor.
10.4 Letter Agreement, dated January 4, 2022, by and among the Company,
its directors and executive officers and the Sponsor.
10.5 Forward Purchase Agreement, dated January 4, 2022, by and among the
Company, Cartica Investors, LP and Cartica Investors II, LP.
10.6 Administrative Support Agreement, dated January 4, 2022, by and
between the Company and the Sponsor.
99.1 Press Release, dated January 4, 2022.
99.2 Press Release, dated January 7, 2022.
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CARTICA ACQUISITION CORP 
