If You Invested in Cartica Acquisition Corp (CRTAF)

Cartica Acquisition Corp is a Cayman Islands exempted company that has operated as a special purpose acquisition company (SPAC). Its shares have traded in the over-the-counter market under the symbol CRTAF. The company was formed to complete a business combination within a defined period, using funds held in a dedicated trust account for the benefit of its public shareholders.

Corporate structure and jurisdiction

According to its SEC filings, Cartica Acquisition Corp is incorporated in the Cayman Islands and has been identified as an emerging growth company under U.S. securities laws. The company’s securities were initially listed on The Nasdaq Stock Market LLC under separate symbols for its units, Class A ordinary shares, and redeemable warrants, and later its Class A ordinary shares traded on the OTC market.

SPAC business model

Cartica’s filings describe a structure typical of a SPAC. Proceeds from its initial public offering and a concurrent private placement of warrants were deposited into a trust account for the benefit of holders of its Class A ordinary shares issued in the IPO (referred to as Public Shares). These funds were invested in U.S. government securities or held in an interest-bearing demand deposit account, with the intention that they would be used either to fund a business combination or to redeem Public Shares if no transaction was completed within the specified combination period.

The company’s charter and subsequent amendments set deadlines by which Cartica had to consummate a business combination. Extensions of this period were approved by shareholders on multiple occasions, with related contributions or promissory notes from the sponsor to add funds to the trust account for the benefit of remaining Public Shares. These arrangements, as described in the proxy materials and Form 8-K filings, were structured as loans from the sponsor to Cartica, repayable upon completion of a business combination.

Proposed business combination with Nidar Infrastructure Limited

On June 24, 2024, Cartica entered into an Agreement and Plan of Merger with Nidar Infrastructure Limited, a Cayman Islands exempted company, and Yotta Data and Cloud Limited, another Cayman Islands exempted company and wholly owned subsidiary of Nidar. This transaction is referred to in the filings as the Business Combination or the Nidar Business Combination.

Under the Business Combination Agreement, Merger Sub would merge with and into Cartica (the First Merger), with Cartica surviving as a wholly owned subsidiary of Nidar. Immediately following the First Merger, the surviving entity would merge with and into Nidar (the Second Merger), with Nidar as the surviving company. As a result, Nidar would become the parent/public company, and Cartica’s shareholders would become shareholders of Nidar, as described in the proxy statement and related Form 8-K disclosures.

Shareholder approvals and transaction process

Cartica’s Form 8-K filings describe several key steps in the proposed Business Combination process. A registration statement on Form F-4 filed by Nidar contained a proxy statement/prospectus relating to the transaction. Cartica convened an extraordinary general meeting of shareholders to vote on proposals to approve the Business Combination Agreement and the First Merger and related plan of merger.

At the extraordinary general meeting held on December 4, 2025, Cartica’s shareholders approved the Business Combination Proposal and the Merger Proposal by the voting thresholds required under Cayman Islands law and the company’s amended and restated memorandum and articles of association. The filings note that, based on these results, the Business Combination was expected to be consummated as soon as practicable following the satisfaction or waiver of remaining closing conditions described in the proxy statement/prospectus.

Termination of the Business Combination Agreement and winding up

A later Form 8-K dated January 7, 2026 reports that Cartica, Nidar, Merger Sub and the sponsor entered into a Termination of the Business Combination Agreement. This Termination Agreement ended the Business Combination Agreement and related lock-up and support agreements. The filing describes mutual releases among Cartica, Nidar, Merger Sub, the sponsor and their respective affiliates and representatives with respect to claims arising from the Business Combination Agreement and related transaction documents, subject to specified exceptions.

In connection with the termination, Nidar agreed to make a series of expense payments to Cartica for use in paying certain expenses and fees incurred in connection with the Business Combination. The Termination Agreement also includes indemnification provisions in favor of Cartica, the sponsor and their affiliates, as well as arrangements for an insurance policy and a convertible note and warrant issued by Nidar to the sponsor. The filing states that Cartica is not a party to the convertible note or warrant and will not receive securities of Nidar in connection with the Termination Agreement.

Importantly, the same Form 8-K explains that, as a result of the termination of the Business Combination Agreement, it is not possible for Cartica to consummate a business combination by the deadline specified in its amended and restated memorandum and articles of association. The filing states that on February 7, 2026, in accordance with the company’s articles, Cartica will cease all operations except for the purpose of winding up, dissolution and liquidation, redeem all Public Shares for their pro rata portion of the funds in the trust account, and then, subject to shareholder and director approval and applicable law, wind up, dissolve and liquidate.

Status and implications for investors

Based on the January 7, 2026 Form 8-K, Cartica Acquisition Corp has determined that it will not complete a business combination within the required timeframe and will instead proceed to redeem its Public Shares and wind up, dissolve and liquidate in accordance with Cayman Islands law and its governing documents. The redemption of Public Shares is described as extinguishing the holders’ rights as shareholders, including the right to receive further liquidation distributions, if any, after the initial redemption.

Cartica’s earlier filings also note that its securities were delisted from Nasdaq and that its Class A ordinary shares traded on the OTC market. The combination of delisting, the termination of the Business Combination Agreement, and the stated plan to wind up and liquidate indicates that Cartica functions as a former SPAC vehicle in the process of dissolution rather than an operating company.

Key structural features highlighted in SEC filings

• Trust account: Proceeds from the initial public offering and private placement warrants were placed in a U.S.-based trust account, invested in U.S. government securities or held in an interest-bearing demand deposit account, as described in the proxy materials and Form 8-K filings.
• Redemption rights: Holders of Public Shares were granted the right to redeem their shares for a pro rata portion of the trust account in connection with extensions of the combination period and in connection with a proposed business combination, as detailed in the proxy statement and meeting results.
• Extensions of the combination period: Cartica’s shareholders approved multiple extensions of the date by which a business combination had to be completed, including extensions to April 7, 2024, January 7, 2025, October 7, 2025, and then February 7, 2026, with related sponsor contributions or promissory notes to support the trust account.
• Forward purchase and financing arrangements: In connection with the proposed Nidar transaction, Cartica and Nidar entered into a forward purchase agreement with certain investors for an over-the-counter equity prepaid forward transaction involving Cartica Class A ordinary shares, as described in a December 2, 2025 Form 8-K.

How Cartica has been classified in filings

Across its SEC reports, Cartica Acquisition Corp is consistently described as a Cayman Islands exempted company and an emerging growth company. Its structure, trust account arrangements, redemption mechanics, and focus on completing a business combination align with the characteristics of a SPAC, as reflected in the proxy statement and multiple Form 8-K filings.

FAQs about Cartica Acquisition Corp (CRTAF)

• What is Cartica Acquisition Corp?
  

  Cartica Acquisition Corp is a Cayman Islands exempted company that has operated as a special purpose acquisition company. Its SEC filings describe a structure in which funds from an initial public offering and private placement warrants were placed in a trust account to support a potential business combination or redemptions of its Public Shares.

• Where is Cartica Acquisition Corp incorporated?
  

  Cartica Acquisition Corp is incorporated in the Cayman Islands, as stated in multiple Form 8-K filings and its proxy materials.

• What was Cartica’s business objective?
  

  Cartica’s charter and proxy statement explain that the company was formed to complete a business combination within a specified period. This could involve a merger, share acquisition, amalgamation, or similar transaction with one or more businesses, funded by the proceeds held in its trust account.

• What was the proposed Business Combination with Nidar Infrastructure Limited?
  

  On June 24, 2024, Cartica entered into a Business Combination Agreement with Nidar Infrastructure Limited and Yotta Data and Cloud Limited. The agreement contemplated a two-step merger in which Cartica would become a wholly owned subsidiary of Nidar, followed by a merger into Nidar, with Nidar as the surviving public company.

• Did Cartica’s shareholders approve the Nidar Business Combination?
  

  According to a Form 8-K dated December 4, 2025, Cartica’s shareholders approved the Business Combination Proposal and the Merger Proposal at an extraordinary general meeting, meeting the voting thresholds required under Cayman Islands law and the company’s governing documents.

• Why was the Business Combination Agreement terminated?
  

  A Form 8-K dated January 7, 2026 reports that Cartica, Nidar, Merger Sub and the sponsor entered into a Termination Agreement that ended the Business Combination Agreement. The filing describes mutual releases and related arrangements, but does not provide a separate business rationale beyond the termination itself and the resulting inability to complete a business combination by the deadline in Cartica’s articles.

• What will happen to Cartica’s Public Shares?
  

  The January 7, 2026 Form 8-K states that, on February 7, 2026, Cartica will redeem the Class A ordinary shares issued in its initial public offering for a per-share price equal to the aggregate amount on deposit in the trust account, including interest not previously released to pay income taxes, divided by the number of Public Shares then in issue. This redemption will completely extinguish the holders’ rights as shareholders, subject to applicable law.

• Is Cartica Acquisition Corp still pursuing a business combination?
  

  Based on the January 7, 2026 Form 8-K, Cartica has determined that it is not possible to consummate a business combination by the deadline in its articles and will instead cease operations except for winding up, redeem its Public Shares, and proceed to wind up, dissolve and liquidate, subject to Cayman Islands law and other applicable requirements.

• How were Cartica’s trust account funds managed?
  

  The proxy statement and Form 8-K filings explain that, at the closing of the initial public offering, a fixed amount per unit sold in the offering, including proceeds from the sale of private placement warrants, was deposited in a U.S.-based trust account. These funds were invested in U.S. government securities meeting specified conditions or held in an interest-bearing demand deposit account, with changes in investment approach described in later filings.

• What exchange has Cartica’s securities been associated with?
  

  Earlier Form 8-K filings list Cartica’s units, Class A ordinary shares and redeemable warrants as listed on The Nasdaq Stock Market LLC under the symbols CITEU, CITE and CITEW. The definitive proxy statement notes that, at a later stage, Cartica’s Class A ordinary shares traded on the OTC market.