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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):
November 25, 2025
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 |
| None |
|
N/A |
|
N/A |
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.
As previously disclosed, on June 24, 2024, Cartica
Acquisition Corp, a Cayman Islands exempted company (“Cartica”), entered into
an Agreement and Plan of Merger (as it amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), by and among 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”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Cartica (such merger, the “First
Merger”), with Cartica surviving the First Merger as a wholly owned subsidiary of Nidar (Cartica, as the surviving entity
of the First Merger, the “Surviving Entity”). Immediately following the consummation
of the First Merger, the Surviving Entity will merge with and into Nidar (such merger, the “Second
Merger”), with Nidar surviving the Second Merger (such company, as the surviving entity of the Second Merger, the “Surviving
Company” and, such transactions, collectively, the “Business Combination”).
On November
6, 2025, Cartica filed the definitive proxy statement/prospectus (the “proxy statement/prospectus”)
for the solicitation of proxies in connection with the extraordinary general meeting of shareholders of Cartica (the “Extraordinary
General Meeting”) to approve proposals related to the Business Combination. The Extraordinary General Meeting was originally
scheduled to be held on November 28, 2025 at 10:00 a.m. Eastern Time, virtually over the Internet by means of a live audio webcast
at https://www.cstproxy.com/carticaspac/egm2025. Cartica has decided to postpone the Extraordinary General Meeting to allow additional
time for Nidar and Cartica to supplement disclosure in the proxy statement/prospectus to provide information with respect to certain events
since the filing and mailing of the proxy statement/prospectus, which supplemental disclosure will be included in a supplement to the
proxy statement/prospectus filed by each of Nidar and Cartica. There is no change to the purpose or any of the proposals to be acted upon
at the Extraordinary General Meeting.
The Extraordinary
General Meeting will now be held on December 4, 2025, at 10:00 a.m. Eastern Time, virtually over the Internet by means of a live
audio webcast at https://www.cstproxy.com/carticaspac/egm2025. As a result of the postponement of the Extraordinary General Meeting, Cartica
has extended the deadline for delivery of redemption demands from holders of Cartica’s Class A ordinary shares, par value $0.0001
per share, issued in Cartica’s initial public offering to 5:00 p.m. Eastern Time on December 2, 2025. Shareholders who wish
to withdraw their previously submitted redemption demands may do so by contacting Cartica’s transfer agent.
All of Cartica’s
shareholders of record as of the close of business on November 3, 2025 (the “Record Date”)
are entitled to vote at the Extraordinary General Meeting. Cartica’s shareholders who have not already voted, or wish to change
their vote, are strongly encouraged to submit their proxies as soon as possible. Valid proxies previously submitted by shareholders will
continue to be valid for purposes of the postponed Extraordinary General Meeting.
For
more information on how to vote, please call Cartica’s proxy solicitor Advantage Proxy, at (877) 870-8565 (Toll Free) or (206) 870-8565
(Collect) or email ksmith@advantageproxy.com. More details about the Business Combination and the proposals to be voted upon at the
Extraordinary General Meeting can be found in the proxy statement/prospectus, which is available at www.sec.gov.
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, the Extraordinary General Meeting
and supplemental disclosure for the proxy statement/prospectus. 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 actual events 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 or others
related to 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
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 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 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 proxy statement/prospectus 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
In connection with the Business Combination, Cartica
and Nidar prepared, and Nidar filed, a registration statement on Form F-4 (File No. 333-283189) (the “Registration
Statement”), containing the proxy statement/prospectus and certain other related documents, which is both the proxy statement
that was distributed to Cartica’s shareholders in connection with Cartica’s solicitation of proxies for the Extraordinary
General Meeting, as well as the prospectus relating to the offer and sale of the securities to be issued in connection with the Business
Combination. Cartica mailed the proxy statement/prospectus and other relevant documents to its shareholders as of the Record Date. This
Current Report on Form 8-K is not a substitute for the Registration Statement, the 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
proxy statement/prospectus because the proxy statement/prospectus contains important information about the Business Combination and the
parties to the Business Combination.
SHAREHOLDERS OF CARTICA ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE BUSINESS
COMBINATION THAT NIDAR AND CARTICA WILL FILE OR HAVE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS.
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
Each of Cartica, Nidar
and their respective 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 contained in the Registration Statement, the proxy statement/prospectus and other relevant materials filed with the SEC.
These documents can be obtained free of charge at the SEC’s website at www.sec.gov.
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.
| |
|
|
Exhibit
No. |
|
Description |
| |
|
| 99.1 |
|
Press Release, dated November
25, 2025 |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
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: November 25, 2025 |
|
|
|
By: |
|
/s/ Suresh Guduru |
| |
|
|
|
Name: |
|
Suresh Guduru |
| |
|
|
|
Title: |
|
Chairman and Chief Executive Officer |
