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.
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