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 March 31, 2024

☐ 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.)

1345 Avenue of the Americas, 11^th Floor

New York, NY 10105

(Address of principal executive offices)

+1-202-741-3677

(Issuer’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 May 10, 2024, there were 6,999,422 Class A ordinary shares, par value $0.0001 per share, and 1,000,000 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 MARCH 31, 2024

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 (Audited)		1
Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		33
Item 4. Controls and Procedures		33
Part II. Other Information
Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		35
Item 3. Defaults Upon Senior Securities		35
Item 4. Mine Safety Disclosures		36
Item 5. Other Information		36
Item 6. Exhibits		37
Part III. Signatures		38

Table of Contents

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements.

CARTICA ACQUISITION CORP

CONDENSED BALANCE SHEETS


	March 31, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets
Cash	$	35,147	$	8,027
Prepaid expenses		113,407		89,513
Total Current Assets		148,554		97,540
Cash and marketable securities held in Trust Account		46,889,042		46,305,735
Total Assets	$	47,037,596	$	46,403,275

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	2,666,833	$	570,768
Promissory note – related party		613,500		250,000
Total Current Liabilities		3,280,333		820,768

Warrant liabilities		3,058,000		981,000
Deferred underwriting fee payable		—		—
Total Liabilities		6,338,333		1,801,768

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 4,214,415 shares at redemption value of $11.13 and $10.99 as of March 31, 2024 and December 31, 2023, respectively		46,889,042		46,305,735

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; 4,750,000 issued and outstanding (excluding 4,214,415 shares subject to possible redemption) at March 31, 2024 and December 31, 2023, respectively		475		475
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 1,000,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		100		100
Additional paid-in capital		2,702,034		3,285,341
Accumulated deficit		(8,892,388)		(4,990,144)
Total Shareholders’ Deficit		(6,189,779)		(1,704,228)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	47,037,596	$	46,403,275

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
	Three Months Ended
	March 31,
	2024		2023
Operating and formation costs	$	2,408,551	$	495,190
Loss from operations		(2,408,551)		(495,190)

Other (expense) income:
Interest earned on cash and marketable securities held in Trust Account		583,307		2,559,463
Change in fair value of warrant liabilities		(2,077,000)		—
Other (expense) income, net		(1,493,693)		2,559,463

Net (loss) income	$	(3,902,244)	$	2,064,273

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		4,214,415		23,000,000

Basic and diluted net (loss) income per share, Class A ordinary shares subject to redemption	$	(0.39)	$	0.07

Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption		5,750,000		5,750,000

Basic and diluted (loss) income per share, Class A and Class B ordinary shares not subject to redemption	$	(0.39)	$	0.07

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’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED March 31, 2024


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2023	4,750,000	$	475	1,000,000	$	100	$	3,285,341	$	(4,990,144)	$	(1,704,228)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(583,307)		—		(583,307)

Net loss	—		—	—		—		—		(3,902,244)		(3,902,244)

Balance – March 31, 2024	4,750,000	$	475	1,000,000	$	100	$	2,702,034	$	(8,892,388)	$	(6,189,779)

FOR THE THREE MONTHS ENDED MARCH 31, 2023


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2023	—	$	—	5,750,000	$	575	$	—	$	(8,811,016)	$	(8,810,441)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(2,559,463)		(2,559,463)

Net income	—		—	—		—		—		2,064,273		2,064,273

Balance – March 31, 2023	—	$	—	5,750,000	$	575	$	—	$	(9,306,206)	$	(9,305,631)

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

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CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months
	Ended
	March 31,
	2024		2023
Cash Flows from Operating Activities:
Net (loss) income	$	(3,902,244)	$	2,064,273
Adjustments to reconcile net (loss) income to net cash used in operating activities:

SEC Form 10-Q filed by Cartica Acquisition Corp