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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):
February 17, 2026
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:
| ¨ |
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 3.01 | Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On February 17, 2026, Cartica Acquisition Corp
(the “Company”) (i) notified Financial Industry Regulatory Authority, Inc. of the anticipated redemption
(the “Redemption”) of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share (“Class
A Shares”); and (ii) requested that OTC Markets Group, Inc. (the “OTC Markets”) suspend trading of the Company’s
Class A Shares, redeemable warrants to purchase Class A Shares (the “Redeemable Warrants”) and units, each consisting
of one Class A Share and one-half of one Redeemable Warrant (the units, together with the Class A Shares and the Redeemable Warrants,
the “Securities”) effective before the opening of trading on February 24, 2026. As a result, the Securities will no
longer be listed on the OTC Markets.
Following the delisting of the Securities on the
OTC Markets, the Company intends to file a Form 15 Certification and Notice of Termination of Registration with the Securities and
Exchange Commission, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange
Act of 1934, as amended, be terminated with respect to the Securities.
The Company was not able to consummate a business
combination by the deadline (February 7, 2026) specified in the Company’s Amended and Restated Memorandum and Articles of Association
of the Company, dated January 4, 2022, as amended (the “Articles”). Accordingly, on February 7, 2026, in
accordance with Article 163(a) of the Articles, the Company ceased all operations except for the purpose of winding up, dissolution and
liquidation of the Company. Further, in accordance with Article 163(a) of the Articles, the Company intends to redeem the Class A Shares
on February 25, 2026 at a per-share price (the “Redemption Amount”), payable in cash, equal to the aggregate amount
then on deposit in the trust account (the “Trust Account”), including interest earned on the Trust Account and not
previously released to the Company to pay income taxes, if any, divided by the number of Class A Shares then in issue, which redemption
will completely extinguish the holders of Class A Shares' rights as shareholders (including the right to receive further liquidation distributions,
if any). There will be no redemption rights or liquidating distributions with respect to the Redeemable Warrants, which will expire worthless.
As of February 17, 2026, the total amount held
in the Trust Account was approximately $11,865,002, and a total of 927,559 Class A Shares were outstanding. The Company estimates
that the Redemption Amount will be approximately $12.79.
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 redemption of Class A Shares and the filing of the Form 15. The forward-looking
statements contained in this Current Report on Form 8-K reflect the Company’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. The Company does not guarantee that the events described will happen as described
(or that they will happen at all). Please refer to the publicly filed documents of the Company, including the Company’s Annual Report
on Form 10-K, as filed with the SEC on March 31, 2024, for risks and uncertainties which may affect the statements made in this Current
Report on Form 8-K. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.
If any of the risks identified in documents publicly
filed by the Company materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. While forward-looking statements reflect the Company’s good faith beliefs, they are
not guarantees of future performance. The Company 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 the Company.
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: February 18, 2026 |
By: |
/s/ Suresh Guduru |
| |
Name: |
Suresh Guduru |
| |
Title: |
Chairman and Chief Executive Officer |
