UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41198

CARTICA ACQUISITION CORP

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1775 I Street NW, Suite 900

Washington, D.C. 20006

(Address of principal executive offices)

+1-202-367-3003

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	CITEU	The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share	CITE	The Nasdaq Stock Market LLC

Redeemable warrants	CITEW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 10, 2022, there were 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Table of Contents

CARTICA ACQUISITION CORP

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, and for the Three Months Ended June 30, 2021, and for the Period from February 3, 2021 (Inception) through June 30, 2021 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2022, and for the Three Months Ended June 30, 2021, and for the Period from February 3, 2021 (Inception) through June 30, 2021 (Unaudited)		3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022, and for the Period from February 3, 2021 (Inception) through June 30, 2021 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		25
Item 4. Controls and Procedures		25
Part II. Other Information
Item 1. Legal Proceedings		27
Item 1A. Risk Factors		27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 3. Defaults Upon Senior Securities		30
Item 4. Mine Safety Disclosures		30
Item 5. Other Information		30
Item 6. Exhibits		31
Part III. Signatures		32

Table of Contents

PART I- FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

CARTICA ACQUISITION CORP

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)		(Audited)
ASSETS
Current assets
Cash	$	1,622,611	$	965
Prepaid expenses, current portion		539,164		—
Total Current Assets		2,161,775		965

Deferred offering costs		—		415,024
Prepaid expenses, non-current portion		172,445		—
Cash and marketable securities held in Trust Account		237,171,557		—
TOTAL ASSETS	$	239,505,777	$	415,989

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	192,125	$	255,240
Accrued offering costs and expenses		—		159,913
Promissory note – related party		—		244,225
Total Current Liabilities		192,125		659,378

Warrant liabilities		3,447,000		—
Deferred underwriting fee payable		8,050,000		—
Total Liabilities		11,689,125		659,378

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 23,000,000 shares at redemption value of $10.31 as of June 30, 2022 and none as of December 31, 2021		237,171,557		—

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding at June 30, 2022 (excluding 23,000,000 shares subject to possible redemption) and none issued and outstanding at December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2022 and 5,750,000 shares issued and outstanding at December 31, 2021 ⁽¹⁾		575		575
Additional paid-in capital		—		24,425
Accumulated deficit		(9,355,480)		(268,389)
Total Shareholders’ Deficit		(9,354,905)		(243,389)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	239,505,777	$	415,989

(1)

Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8).

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the
							Period from
							February 3,
							2021
							(Inception)
	Three Months Ended		Three Months Ended		Six Months Ended		Through
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
Operating and formation costs	$	403,537	$	1,142	$	1,369,430	$	5,075
Income (loss) from operations		(403,537)		(1,142)		(1,369,430)		(5,075)

Other income (expense):
Interest earned on cash and marketable securities held in Trust Account		144,513		—		271,557		—
Change in fair value of warrant liabilities		2,659,440		—		10,527,000		—
Transaction costs incurred in connection with the IPO		—		—		(378,343)		—
Other income, net		2,803,953		—		10,420,214		—

Net income (loss)	$	2,400,416	$	(1,142)	$	9,050,784	$	(5,075)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		23,000,000		—		22,110,497		—

Basic and diluted net income (loss) per share, Class A ordinary shares subject to redemption	$	0.08	$	—	$	0.33	$	—

Basic and diluted weighted average shares outstanding, Class B ordinary shares ⁽¹⁾		5,750,000		5,000,000		5,720,994		5,000,000

Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.08	$	—	$	0.33	$	—

(1)

Excludes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 Class B ordinary shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8).

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

THREE AND SIX MONTHS ENDED June 30, 2022

Class A

Class B

Additional

Total

Ordinary Shares

Paid-in

Accumulated

Shareholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Balance — January 1, 2022

—

5,750,000

575

24,425

(268,389)

(243,389)

SEC Form 10-Q filed by Cartica Acquisition Corp