2024 Q3 Form 10-Q Financial Statement

#000141057824002010 Filed on November 18, 2024

View on sec.gov

Income Statement

Concept 2024 Q3
Revenue $0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin
YoY Change
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses $1.093M
YoY Change 318.83%
Operating Profit -$1.093M
YoY Change 318.82%
Interest Expense $332.3K
YoY Change -67.69%
% of Operating Profit
Other Income/Expense, Net $1.154M
YoY Change 12.24%
Pretax Income $60.91K
YoY Change -92.06%
Income Tax
% Of Pretax Income
Net Earnings $60.91K
YoY Change -92.06%
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share $0.01
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Balance Sheet

Concept 2024 Q3
SHORT-TERM ASSETS
Cash & Short-Term Investments $10.37K
YoY Change -51.43%
Cash & Equivalents $10.37K
Short-Term Investments
Other Short-Term Assets $39.92K
YoY Change -80.76%
Inventory
Prepaid Expenses $39.92K
Receivables
Other Receivables
Total Short-Term Assets $50.29K
YoY Change -78.03%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments $25.94M
YoY Change -43.24%
Other Assets
YoY Change
Total Long-Term Assets $25.94M
YoY Change -43.24%
TOTAL ASSETS
Total Short-Term Assets $50.29K
Total Long-Term Assets $25.94M
Total Assets $25.99M
YoY Change -43.41%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable $5.032M
YoY Change 2149.44%
Accrued Expenses
YoY Change
Deferred Revenue
YoY Change
Short-Term Debt $1.659M
YoY Change 1558.5%
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $6.690M
YoY Change 1966.87%
LONG-TERM LIABILITIES
Long-Term Debt $0.00
YoY Change
Other Long-Term Liabilities $4.384M
YoY Change 186.72%
Total Long-Term Liabilities $4.384M
YoY Change 186.72%
TOTAL LIABILITIES
Total Short-Term Liabilities $6.690M
Total Long-Term Liabilities $4.384M
Total Liabilities $11.07M
YoY Change 497.73%
SHAREHOLDERS EQUITY
Retained Earnings -$12.81M
YoY Change 132.08%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$11.02M
YoY Change
Total Liabilities & Shareholders Equity $25.99M
YoY Change -43.41%

Cashflow Statement

Concept 2024 Q3
OPERATING ACTIVITIES
Net Income $60.91K
YoY Change -92.06%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities -$113.9K
YoY Change -60.71%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities -$120.0K
YoY Change -100.06%
Cash From Investing Activities -$120.0K
YoY Change -100.06%
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities 225.0K
YoY Change -100.11%
NET CHANGE
Cash From Operating Activities -113.9K
Cash From Investing Activities -120.0K
Cash From Financing Activities 225.0K
Net Change In Cash -8.930K
YoY Change -95.3%
FREE CASH FLOW
Cash From Operating Activities -$113.9K
Capital Expenditures
Free Cash Flow
YoY Change

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IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
4460768
us-gaap Increase Decrease In Accounts Payable And Accrued Liabilities
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120648
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us-gaap Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
-1160134
cite Cash Deposited In Trust Account For Monthly Extensions
CashDepositedInTrustAccountForMonthlyExtensions
240000
cite Cash Withdrawn From Trust Account In Connection With Redemption
CashWithdrawnFromTrustAccountInConnectionWithRedemption
21871605
cite Cash Withdrawn From Trust Account In Connection With Redemption
CashWithdrawnFromTrustAccountInConnectionWithRedemption
200917798
us-gaap Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
21631605
us-gaap Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
200917798
us-gaap Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
1408500
us-gaap Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
100000
cite Payments For Temporary Equity Redemption
PaymentsForTemporaryEquityRedemption
21871605
cite Payments For Temporary Equity Redemption
PaymentsForTemporaryEquityRedemption
200917798
us-gaap Net Cash Provided By Used In Financing Activities
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-20463105
us-gaap Net Cash Provided By Used In Financing Activities
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2340
us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
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-1060134
CY2023Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
8027
CY2022Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
1081479
CY2024Q3 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
10367
CY2023Q3 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
21345
cite Waived Deferred Underwriting Discount
WaivedDeferredUnderwritingDiscount
7835780
us-gaap Nature Of Operations
NatureOfOperations
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Cartica Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 3, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On January 7, 2022, the Company closed its initial public offering (the “IPO”) and completed the sale of 23,000,000 units (the “Units”), including 3,000,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, each Unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Class A ordinary shares”), and (ii) <span style="-sec-ix-hidden:Hidden_mt0oY_9Vj0KynQNd4xGo6A;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">one</span></span>-half of one redeemable warrant of the Company (collectively, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000 (before underwriting discounts and offering expenses).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 15,900,000 warrants (the “Private Placement Warrants”) to Cartica Acquisition Partners, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $15,900,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company (except as described in the registration statement for the Company’s IPO (the “Registration Statement”)); (ii) may not (and the Class A ordinary shares issuable upon exercise of such warrants may not) be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s Business Combination (subject to certain exceptions described in the Registration Statement); (iii) may be exercised by the holders thereof on a cashless basis; and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Transaction costs amounted to $13,295,086 consisting of $12,650,000 of underwriting discount and $645,086 of other offering costs. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. At the closing of the IPO, an amount equal to at least $10.30 per Unit sold in the IPO, including proceeds from the sale of the Private Placement Warrants, were deposited in a trust account (the “Trust Account”), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) Company’s liquidation. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on January 5, 2024, the Company instructed Continental Stock Transfer &amp; Trust Company, the trustee with respect to the Trust Account, to liquidate the money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash items until the earlier of consummation of its Business Combination or liquidation, as reflected in the amendment to the investment management trust agreement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company will provide the holders of its issued and outstanding Class A ordinary shares sold as part of the units in its IPO (whether they are purchased in such offering or thereafter in the open market) (the “Public Shares”) (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares, upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. For the avoidance of doubt, the Public Shares exclude the Class A ordinary shares held by the Sponsor after the Conversion, as defined below. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.30 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of <span style="-sec-ix-hidden:Hidden_XQZeuY3rpEiXO6cY_lRgjQ;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">two</span></span> business days prior to the completion of the Business Combination. The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions which the underwriter for the Company’s IPO has waived (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares have been issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be allocated the proceeds as determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Although redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and have been classified as such on the balance sheet until such date that a redemption event takes place.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company must consummate a Business Combination initially by July 7, 2023 (which was 18 months from the closing of IPO), which was extended to April 7, 2024 and further to January 7, 2025 (or such earlier date as determined by the board) (the “Combination Period”). If the Company has not consummated a Business Combination within the Combination Period, the Company may, however, elect to seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension requires the approval of the Company’s shareholders, who will be provided the opportunity at that time to redeem all or a portion of their Public Shares (which would likely have a material adverse effect on the amount held in the Trust Account and other adverse effects on the Company, such as the Company’s ability to maintain its listing on The Nasdaq Stock Market. In the event of Company’s liquidation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsor and the Company’s directors and officers have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre- Business Combination activity.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On May 23, 2023, the Sponsor entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the Cartica Investors, LP and Cartica Investors II, LP (together, the “Cartica Funds”) and Namaste Universe Sponsor LLC, a Delaware limited liability company (“Namaste”). Pursuant to the Purchase Agreement, Namaste acquired from the Cartica Funds, certain membership interests in the Sponsor, which combined interests entitled Namaste to receive, in the aggregate, 3,490,949 Class B ordinary shares, par value $0.0001 per share and 15,900,000 private placement warrants (the transaction, the “Transfer”). In connection with the Transfer, the Company terminated the Forward Purchase Agreement, amended the administrative support agreement (see Note 5), and experienced a change in its board of directors, as more fully described below within these condensed financial statements.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In connection with the Transfer, on May 23, 2023, Subramanian Ramadorai, Keki M. Mistry, Farida Khambata, Parul Bhandari, Asif Ramji and Steven J. Quamme resigned as directors of the Company’s board of directors and Steven J. Quamme resigned as interim Chief Executive Officer. Concurrently with the Transfer, holders of the Company’s Class B ordinary shares elected Suresh Guduru, Suresh Singamsetty, Kishore Kondragunta, Rana Gujral, Kyle Ingvald Parent and John F. Levy as directors of the Company’s board of directors (collectively, the “New Directors”). In addition, Kyle Ingvald Parent and Suresh Singamsetty were appointed as Class I directors with a term expiring at the Company’s first annual general meeting; John F. Levy and Kishore Kondragunta were appointed as Class II directors with a term expiring at the second annual general meeting; and Rana Gujral and Suresh Guduru were appointed as Class III directors with a term expiring at the Company’s third annual general meeting. John F. Levy, Rana Gujral and Kyle Invalid Parent have been appointed as members of the Board’s audit committee (the “Audit Committee”) and compensation, nominating and corporate governance committee, with Mr. Levy serving as the Chairman of the Audit Committee and Mr. Gujral serving as the Chairman of the compensation, nominating and corporate governance committee. The Company’s board determined that John F. Levy, Rana Gujral, Kyle Ingvald Parent and Kishore Kondragunta are each an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On June 29, 2023, the Company issued an aggregate of 4,750,000 Class A ordinary shares to the Sponsor, upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share, held by the Sponsor. The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On June 30, 2023, the Company held an extraordinary general meeting in lieu of an annual meeting (the “First Extension Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “First Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from July 7, 2023 to April 7, 2024 (or such earlier date as determined by the Company’s board) (the “First Extension”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In connection with the First Extension Meeting, shareholders holding 18,785,585 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions and the Conversion, there were 8,964,415 Class A ordinary shares <span style="-sec-ix-hidden:Hidden_sAbmDpFxH0KKlPqVogu_2g;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">issued</span></span> and outstanding and 1,000,000 Class B ordinary shares <span style="-sec-ix-hidden:Hidden_KYzincipTUW0p6suYwtj3Q;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">issued</span></span> and outstanding and the Sponsor holds approximately 55% of the issued and outstanding ordinary shares. On July 17, 2023, the Company paid an aggregate amount of $200,917,798 from the Trust Account to the aforementioned redeeming shareholders for the 18,785,585 Public Shares redeemed on June 30, 2023 which included interest earned through July 13, 2023, the date the redemption was processed (see Note 2).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On January 5, 2024, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or the Company’s liquidation, which was reflected in the amendment to the investment management trust agreement with Continental. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On April 3, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Second Extension Meeting”) at which the Company’s shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “Second Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from April 7, 2024 to January 7, 2025 (the “Second Extension”). In connection with the Second Charter Amendment, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension. In connection with the Second Extension, shareholders holding 1,964,993 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $21.87 million (approximately $11.13 per share) was removed from the Trust Account to pay such holders. Immediately following the redemptions, there were 2,249,422 Public Shares issued and <span style="-sec-ix-hidden:Hidden__aMHLdloPEuMX5NeRq_jMw;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">outstanding</span></span>.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On April 16, 2024, the Company received a notice (the “Nasdaq Delisting Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq” or the “Exchange”) indicating that the Company did not regain compliance with the Minimum Total Holders Rule during the Extension Period, as defined below. On September 25, 2023, the Company received a written notice from the Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), the maximum amount of time for the Company to regain compliance with the Minimum Total Holders Rule is 180 days, or until March 25, 2024 (the “Extension Period”). The Company had requested a hearing before the Nasdaq Hearings Panel (the “Panel”) which stayed the suspension of trading on the Company’s securities, and the Company’s securities continued to trade on the Nasdaq Global Market while the hearing and the written decision by the Panel were in process. The Company appeared before the Panel on May 23, 2024.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On June 17, 2024, the Company received a written notice from the Panel indicating it had granted the Company’s request for continued listing on the Exchange and transfer of its securities to the Nasdaq Capital Market from the Nasdaq Global Market, subject to the obligation that, on or before June 28, 2024, the Company will demonstrate compliance with Listing Rule 5450(a)(2). On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that the Exchange approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024, the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on the Exchange.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On June 24, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, 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”). Nidar is a data center provider for artificial intelligence and high-performance compute in India. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement, (a) Merger Sub will merge with and into Cartica (the “First Merger”), with Cartica surviving the First Merger as a direct, wholly owned subsidiary of Nidar (Cartica as the surviving entity of the First Merger, the “Surviving Entity”) and the shareholders of Cartica becoming shareholders of Nidar; and (b) Surviving Entity will merge with and into Nidar (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with Nidar (such company, as the surviving entity of the Second Merger, the “Surviving Company”) surviving the Second Merger. Concurrently with the execution and delivery of the Business Combination Agreement, (i) the Sponsor, the Company, and Nidar entered into a Lock-Up and Support Agreement (the “Sponsor Lock-Up and Support Agreement”), and (ii) Nidar, the Company, and the Nidar shareholders entered into a Lock-Up and Support Agreement (the “Nidar Shareholder Lock-Up and Support Agreement”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights with respect to any Founder Shares (including any Founder Shares that were converted into Class A ordinary shares) if the Company fails to complete a Business Combination within the Combination Period. However, if any such person acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account. In the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than $10.30 per Unit. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.30 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;"><b style="font-style:normal;font-weight:bold;">Liquidity and Going Concern</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">As of September 30, 2024, the Company had $10,367 in its operating bank accounts and working capital deficit of $6,639,749.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In August 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Working Capital Note”). On February 16, 2024, the Working Capital Note was amended to increase the principal sum from up to $300,000 to up to $750,000. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000 (the “Third Amendment”). The Working Capital Note, as amended, bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination and (b) the date of the Company’s liquidation. $1,418,500 and $250,000 were outstanding under the Working Capital Note as of September 30, 2024 and December 31, 2023, respectively.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In April 2024, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension. As of September 30, 2024, the Company borrowed $240,000 under the terms of the Extension Note. Subsequent to September 30, 2024, the company had drawn additional $80,000 to cover extension payments in the Trust Account to allow extension through December 7, 2024.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company may need to raise further additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company has until January 7, 2025, to consummate a Business Combination. If a Business Combination is not consummated by then, the Company may, however, elect to seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension requires the approval of the Company’s shareholders, who will be provided the opportunity at that time to redeem all or a portion of their Public Shares (which would likely have a material adverse effect on the amount held in the Trust Account and other adverse effects on the Company, such as the Company’s ability to maintain its listing on The Nasdaq Stock Market. Should a Business Combination not occur, there may be a mandatory liquidation and subsequent dissolution. Additionally, the Company does not have sufficient liquidity to fund the working capital needs of the Company through January 7, 2025, or through twelve months from the filing of this report. Management of the Company has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the filing of this report. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 7, 2025.</p>
CY2021Q1 cite Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
cite Condition For Future Business Combination Use Of Proceeds Percentage
ConditionForFutureBusinessCombinationUseOfProceedsPercentage
80
cite Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
50
CY2024Q3 us-gaap Share Price
SharePrice
10.30
CY2024Q3 us-gaap Share Price
SharePrice
10.30
CY2024Q3 cite Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
5000001
CY2024Q3 cite Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
5000001
cite Redemption Limit Percentage Without Prior Consent
RedemptionLimitPercentageWithoutPriorConsent
15
cite Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
100000
cite Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
1
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q2 cite Shareholders Exercised Their Right To Redeem Shares Number Of Shares
ShareholdersExercisedTheirRightToRedeemSharesNumberOfShares
1964993
CY2024Q2 cite Cash Withdrawn From Trust Account In Connection With Redemption
CashWithdrawnFromTrustAccountInConnectionWithRedemption
21870000
CY2024Q2 cite Cash Withdrawn From Trust Account In Connection With Redemption Per Share
CashWithdrawnFromTrustAccountInConnectionWithRedemptionPerShare
11.13
us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
2340
us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
-1060134
CY2023Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
8027
CY2022Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
1081479
CY2024Q3 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
10367
CY2023Q3 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
21345
cite Noncash Remeasurement Of Ordinary Shares To Redemption Amount
NoncashRemeasurementOfOrdinarySharesToRedemptionAmount
1504295
cite Noncash Remeasurement Of Ordinary Shares To Redemption Amount
NoncashRemeasurementOfOrdinarySharesToRedemptionAmount
6502003
cite Waived Deferred Underwriting Discount
WaivedDeferredUnderwritingDiscount
7835780
us-gaap Nature Of Operations
NatureOfOperations
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Cartica Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 3, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On January 7, 2022, the Company closed its initial public offering (the “IPO”) and completed the sale of 23,000,000 units (the “Units”), including 3,000,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, each Unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Class A ordinary shares”), and (ii) <span style="-sec-ix-hidden:Hidden_mt0oY_9Vj0KynQNd4xGo6A;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">one</span></span>-half of one redeemable warrant of the Company (collectively, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000 (before underwriting discounts and offering expenses).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 15,900,000 warrants (the “Private Placement Warrants”) to Cartica Acquisition Partners, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $15,900,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company (except as described in the registration statement for the Company’s IPO (the “Registration Statement”)); (ii) may not (and the Class A ordinary shares issuable upon exercise of such warrants may not) be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s Business Combination (subject to certain exceptions described in the Registration Statement); (iii) may be exercised by the holders thereof on a cashless basis; and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Transaction costs amounted to $13,295,086 consisting of $12,650,000 of underwriting discount and $645,086 of other offering costs. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. At the closing of the IPO, an amount equal to at least $10.30 per Unit sold in the IPO, including proceeds from the sale of the Private Placement Warrants, were deposited in a trust account (the “Trust Account”), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) Company’s liquidation. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on January 5, 2024, the Company instructed Continental Stock Transfer &amp; Trust Company, the trustee with respect to the Trust Account, to liquidate the money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash items until the earlier of consummation of its Business Combination or liquidation, as reflected in the amendment to the investment management trust agreement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company will provide the holders of its issued and outstanding Class A ordinary shares sold as part of the units in its IPO (whether they are purchased in such offering or thereafter in the open market) (the “Public Shares”) (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares, upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. For the avoidance of doubt, the Public Shares exclude the Class A ordinary shares held by the Sponsor after the Conversion, as defined below. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.30 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of <span style="-sec-ix-hidden:Hidden_XQZeuY3rpEiXO6cY_lRgjQ;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">two</span></span> business days prior to the completion of the Business Combination. The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions which the underwriter for the Company’s IPO has waived (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares have been issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be allocated the proceeds as determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Although redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and have been classified as such on the balance sheet until such date that a redemption event takes place.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company must consummate a Business Combination initially by July 7, 2023 (which was 18 months from the closing of IPO), which was extended to April 7, 2024 and further to January 7, 2025 (or such earlier date as determined by the board) (the “Combination Period”). If the Company has not consummated a Business Combination within the Combination Period, the Company may, however, elect to seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension requires the approval of the Company’s shareholders, who will be provided the opportunity at that time to redeem all or a portion of their Public Shares (which would likely have a material adverse effect on the amount held in the Trust Account and other adverse effects on the Company, such as the Company’s ability to maintain its listing on The Nasdaq Stock Market. In the event of Company’s liquidation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsor and the Company’s directors and officers have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre- Business Combination activity.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On May 23, 2023, the Sponsor entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the Cartica Investors, LP and Cartica Investors II, LP (together, the “Cartica Funds”) and Namaste Universe Sponsor LLC, a Delaware limited liability company (“Namaste”). Pursuant to the Purchase Agreement, Namaste acquired from the Cartica Funds, certain membership interests in the Sponsor, which combined interests entitled Namaste to receive, in the aggregate, 3,490,949 Class B ordinary shares, par value $0.0001 per share and 15,900,000 private placement warrants (the transaction, the “Transfer”). In connection with the Transfer, the Company terminated the Forward Purchase Agreement, amended the administrative support agreement (see Note 5), and experienced a change in its board of directors, as more fully described below within these condensed financial statements.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In connection with the Transfer, on May 23, 2023, Subramanian Ramadorai, Keki M. Mistry, Farida Khambata, Parul Bhandari, Asif Ramji and Steven J. Quamme resigned as directors of the Company’s board of directors and Steven J. Quamme resigned as interim Chief Executive Officer. Concurrently with the Transfer, holders of the Company’s Class B ordinary shares elected Suresh Guduru, Suresh Singamsetty, Kishore Kondragunta, Rana Gujral, Kyle Ingvald Parent and John F. Levy as directors of the Company’s board of directors (collectively, the “New Directors”). In addition, Kyle Ingvald Parent and Suresh Singamsetty were appointed as Class I directors with a term expiring at the Company’s first annual general meeting; John F. Levy and Kishore Kondragunta were appointed as Class II directors with a term expiring at the second annual general meeting; and Rana Gujral and Suresh Guduru were appointed as Class III directors with a term expiring at the Company’s third annual general meeting. John F. Levy, Rana Gujral and Kyle Invalid Parent have been appointed as members of the Board’s audit committee (the “Audit Committee”) and compensation, nominating and corporate governance committee, with Mr. Levy serving as the Chairman of the Audit Committee and Mr. Gujral serving as the Chairman of the compensation, nominating and corporate governance committee. The Company’s board determined that John F. Levy, Rana Gujral, Kyle Ingvald Parent and Kishore Kondragunta are each an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On June 29, 2023, the Company issued an aggregate of 4,750,000 Class A ordinary shares to the Sponsor, upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share, held by the Sponsor. The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On June 30, 2023, the Company held an extraordinary general meeting in lieu of an annual meeting (the “First Extension Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “First Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from July 7, 2023 to April 7, 2024 (or such earlier date as determined by the Company’s board) (the “First Extension”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In connection with the First Extension Meeting, shareholders holding 18,785,585 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions and the Conversion, there were 8,964,415 Class A ordinary shares <span style="-sec-ix-hidden:Hidden_sAbmDpFxH0KKlPqVogu_2g;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">issued</span></span> and outstanding and 1,000,000 Class B ordinary shares <span style="-sec-ix-hidden:Hidden_KYzincipTUW0p6suYwtj3Q;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">issued</span></span> and outstanding and the Sponsor holds approximately 55% of the issued and outstanding ordinary shares. On July 17, 2023, the Company paid an aggregate amount of $200,917,798 from the Trust Account to the aforementioned redeeming shareholders for the 18,785,585 Public Shares redeemed on June 30, 2023 which included interest earned through July 13, 2023, the date the redemption was processed (see Note 2).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On January 5, 2024, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or the Company’s liquidation, which was reflected in the amendment to the investment management trust agreement with Continental. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On April 3, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Second Extension Meeting”) at which the Company’s shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “Second Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from April 7, 2024 to January 7, 2025 (the “Second Extension”). In connection with the Second Charter Amendment, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension. In connection with the Second Extension, shareholders holding 1,964,993 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $21.87 million (approximately $11.13 per share) was removed from the Trust Account to pay such holders. Immediately following the redemptions, there were 2,249,422 Public Shares issued and <span style="-sec-ix-hidden:Hidden__aMHLdloPEuMX5NeRq_jMw;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">outstanding</span></span>.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On April 16, 2024, the Company received a notice (the “Nasdaq Delisting Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq” or the “Exchange”) indicating that the Company did not regain compliance with the Minimum Total Holders Rule during the Extension Period, as defined below. On September 25, 2023, the Company received a written notice from the Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), the maximum amount of time for the Company to regain compliance with the Minimum Total Holders Rule is 180 days, or until March 25, 2024 (the “Extension Period”). The Company had requested a hearing before the Nasdaq Hearings Panel (the “Panel”) which stayed the suspension of trading on the Company’s securities, and the Company’s securities continued to trade on the Nasdaq Global Market while the hearing and the written decision by the Panel were in process. The Company appeared before the Panel on May 23, 2024.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On June 17, 2024, the Company received a written notice from the Panel indicating it had granted the Company’s request for continued listing on the Exchange and transfer of its securities to the Nasdaq Capital Market from the Nasdaq Global Market, subject to the obligation that, on or before June 28, 2024, the Company will demonstrate compliance with Listing Rule 5450(a)(2). On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that the Exchange approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024, the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on the Exchange.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On June 24, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, 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”). Nidar is a data center provider for artificial intelligence and high-performance compute in India. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement, (a) Merger Sub will merge with and into Cartica (the “First Merger”), with Cartica surviving the First Merger as a direct, wholly owned subsidiary of Nidar (Cartica as the surviving entity of the First Merger, the “Surviving Entity”) and the shareholders of Cartica becoming shareholders of Nidar; and (b) Surviving Entity will merge with and into Nidar (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with Nidar (such company, as the surviving entity of the Second Merger, the “Surviving Company”) surviving the Second Merger. Concurrently with the execution and delivery of the Business Combination Agreement, (i) the Sponsor, the Company, and Nidar entered into a Lock-Up and Support Agreement (the “Sponsor Lock-Up and Support Agreement”), and (ii) Nidar, the Company, and the Nidar shareholders entered into a Lock-Up and Support Agreement (the “Nidar Shareholder Lock-Up and Support Agreement”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights with respect to any Founder Shares (including any Founder Shares that were converted into Class A ordinary shares) if the Company fails to complete a Business Combination within the Combination Period. However, if any such person acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account. In the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than $10.30 per Unit. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.30 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;"><b style="font-style:normal;font-weight:bold;">Liquidity and Going Concern</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">As of September 30, 2024, the Company had $10,367 in its operating bank accounts and working capital deficit of $6,639,749.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In August 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Working Capital Note”). On February 16, 2024, the Working Capital Note was amended to increase the principal sum from up to $300,000 to up to $750,000. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000 (the “Third Amendment”). The Working Capital Note, as amended, bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination and (b) the date of the Company’s liquidation. $1,418,500 and $250,000 were outstanding under the Working Capital Note as of September 30, 2024 and December 31, 2023, respectively.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In April 2024, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the extension of the Company’s termination date from April 7, 2024 to January 7, 2025. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and has deposited thereafter and will continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension. As of September 30, 2024, the Company borrowed $240,000 under the terms of the Extension Note. Subsequent to September 30, 2024, the company had drawn additional $80,000 to cover extension payments in the Trust Account to allow extension through December 7, 2024.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company may need to raise further additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company has until January 7, 2025, to consummate a Business Combination. If a Business Combination is not consummated by then, the Company may, however, elect to seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension requires the approval of the Company’s shareholders, who will be provided the opportunity at that time to redeem all or a portion of their Public Shares (which would likely have a material adverse effect on the amount held in the Trust Account and other adverse effects on the Company, such as the Company’s ability to maintain its listing on The Nasdaq Stock Market. Should a Business Combination not occur, there may be a mandatory liquidation and subsequent dissolution. Additionally, the Company does not have sufficient liquidity to fund the working capital needs of the Company through January 7, 2025, or through twelve months from the filing of this report. Management of the Company has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the filing of this report. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 7, 2025.</p>
CY2021Q1 cite Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
cite Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
50
CY2024Q3 us-gaap Share Price
SharePrice
10.30
cite Redemption Limit Percentage Without Prior Consent
RedemptionLimitPercentageWithoutPriorConsent
15
cite Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
100000
cite Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
1
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q2 cite Shareholders Exercised Their Right To Redeem Shares Number Of Shares
ShareholdersExercisedTheirRightToRedeemSharesNumberOfShares
1964993
CY2024Q2 cite Cash Withdrawn From Trust Account In Connection With Redemption
CashWithdrawnFromTrustAccountInConnectionWithRedemption
21870000
CY2024Q2 cite Cash Withdrawn From Trust Account In Connection With Redemption Per Share
CashWithdrawnFromTrustAccountInConnectionWithRedemptionPerShare
11.13
CY2024Q2 us-gaap Common Stock Shares Issued
CommonStockSharesIssued
2249422
CY2024Q3 us-gaap Share Price
SharePrice
10.30
CY2024Q3 us-gaap Share Price
SharePrice
10.30
CY2024Q3 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
10367
CY2024Q3 cite Working Capital Deficit
WorkingCapitalDeficit
6639749
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q2 us-gaap Common Stock Shares Issued
CommonStockSharesIssued
2249422
CY2024Q3 us-gaap Share Price
SharePrice
10.30
CY2024Q3 us-gaap Share Price
SharePrice
10.30
CY2024Q3 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
10367
CY2024Q3 cite Working Capital Deficit
WorkingCapitalDeficit
6639749
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
us-gaap Use Of Estimates
UseOfEstimates
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;">Use of Estimates</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.</p>
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">Concentration of Credit Risk</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account.</p>
us-gaap Use Of Estimates
UseOfEstimates
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;">Use of Estimates</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.</p>
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">Concentration of Credit Risk</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account.</p>
cite Transaction Expense
TransactionExpense
378343
CY2023Q2 cite Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
8050000
CY2023Q2 cite Other Income Attributable To Derecognition Of Deferred Underwriting Fee Allocated To Offering Costs
OtherIncomeAttributableToDerecognitionOfDeferredUnderwritingFeeAllocatedToOfferingCosts
214220
CY2023Q2 cite Adjustments To Additional Paid In Capital Waiver Of Deferred Underwriting Discount
AdjustmentsToAdditionalPaidInCapitalWaiverOfDeferredUnderwritingDiscount
7835780
cite Transaction Expense
TransactionExpense
378343
CY2023Q2 cite Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
8050000
CY2023Q2 cite Other Income Attributable To Derecognition Of Deferred Underwriting Fee Allocated To Offering Costs
OtherIncomeAttributableToDerecognitionOfDeferredUnderwritingFeeAllocatedToOfferingCosts
214220
CY2023Q2 cite Adjustments To Additional Paid In Capital Waiver Of Deferred Underwriting Discount
AdjustmentsToAdditionalPaidInCapitalWaiverOfDeferredUnderwritingDiscount
7835780
CY2024Q3 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2023Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2024Q3 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2023Q4 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2023Q2 cite Adjustments To Additional Paid In Capital Waiver Of Deferred Underwriting Discount
AdjustmentsToAdditionalPaidInCapitalWaiverOfDeferredUnderwritingDiscount
7835780
CY2024Q3 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2023Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2024Q3 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2023Q4 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2022 us-gaap Stock Issued During Period Shares New Issues
StockIssuedDuringPeriodSharesNewIssues
23000000
CY2022 cite Proceeds From Issuance Of Temporary Equity
ProceedsFromIssuanceOfTemporaryEquity
230000000
CY2022 cite Temporary Equity Proceeds Allocated To Warrants
TemporaryEquityProceedsAllocatedToWarrants
5865000
CY2022 cite Temporary Equity Issuance Costs
TemporaryEquityIssuanceCosts
12916743
CY2022 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
28895374
CY2023 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
7109902
CY2024Q1 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
583307
CY2024Q2 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
468692
CY2024Q2 us-gaap Temporary Equity Shares Outstanding
TemporaryEquitySharesOutstanding
2249422
CY2024Q2 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
25486129
CY2024Q3 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
452296
CY2024Q3 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2023Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2024Q3 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2023Q4 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2022 us-gaap Stock Issued During Period Shares New Issues
StockIssuedDuringPeriodSharesNewIssues
23000000
CY2022 cite Proceeds From Issuance Of Temporary Equity
ProceedsFromIssuanceOfTemporaryEquity
230000000
CY2022 cite Temporary Equity Proceeds Allocated To Warrants
TemporaryEquityProceedsAllocatedToWarrants
5865000
CY2022 cite Temporary Equity Issuance Costs
TemporaryEquityIssuanceCosts
12916743
CY2022 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
28895374
CY2023 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
7109902
CY2024Q1 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
583307
CY2022 us-gaap Stock Issued During Period Shares New Issues
StockIssuedDuringPeriodSharesNewIssues
23000000
CY2022 cite Proceeds From Issuance Of Temporary Equity
ProceedsFromIssuanceOfTemporaryEquity
230000000
CY2022 cite Temporary Equity Proceeds Allocated To Warrants
TemporaryEquityProceedsAllocatedToWarrants
5865000
CY2022 cite Temporary Equity Issuance Costs
TemporaryEquityIssuanceCosts
12916743
CY2022 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
28895374
CY2023 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
7109902
CY2024Q1 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
583307
CY2024Q2 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
468692
CY2024Q2 us-gaap Temporary Equity Shares Outstanding
TemporaryEquitySharesOutstanding
2249422
CY2024Q2 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
25486129
CY2024Q3 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
452296
CY2024Q2 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
468692
CY2024Q2 us-gaap Temporary Equity Shares Outstanding
TemporaryEquitySharesOutstanding
2249422
CY2024Q2 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
25486129
CY2024Q3 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
452296
CY2024Q2 cite Cash Deposited In Trust Account For Monthly Extensions
CashDepositedInTrustAccountForMonthlyExtensions
40000
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q3 cite Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
3
CY2022Q1 cite Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
0.20
CY2022Q1 cite Underwriter Cash Discount
UnderwriterCashDiscount
4600000
CY2024Q3 cite Deferred Fee Per Unit
DeferredFeePerUnit
0.35
cite Aggregate Deferred Underwriting Fee Payable
AggregateDeferredUnderwritingFeePayable
8050000
CY2023Q2 cite Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
8050000
CY2023Q2 cite Other Income Attributable To Derecognition Of Deferred Underwriting Fee Allocated To Offering Costs
OtherIncomeAttributableToDerecognitionOfDeferredUnderwritingFeeAllocatedToOfferingCosts
214220
CY2023Q2 cite Adjustments To Additional Paid In Capital Waiver Of Deferred Underwriting Discount
AdjustmentsToAdditionalPaidInCapitalWaiverOfDeferredUnderwritingDiscount
7835780
cite Percentage Of Gross Proceeds In Sale Of Equity
PercentageOfGrossProceedsInSaleOfEquity
0.0400
us-gaap Proceeds From Issuance Or Sale Of Equity
ProceedsFromIssuanceOrSaleOfEquity
250000000
CY2024Q3 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2023Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2024Q3 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2023Q4 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2024Q2 cite Cash Deposited In Trust Account For Monthly Extensions
CashDepositedInTrustAccountForMonthlyExtensions
40000
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q3 cite Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
3
CY2022Q1 cite Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
0.20
CY2022Q1 cite Underwriter Cash Discount
UnderwriterCashDiscount
4600000
CY2024Q3 cite Deferred Fee Per Unit
DeferredFeePerUnit
0.35
cite Aggregate Deferred Underwriting Fee Payable
AggregateDeferredUnderwritingFeePayable
8050000
CY2023Q2 cite Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
8050000
CY2023Q2 cite Other Income Attributable To Derecognition Of Deferred Underwriting Fee Allocated To Offering Costs
OtherIncomeAttributableToDerecognitionOfDeferredUnderwritingFeeAllocatedToOfferingCosts
214220
CY2023Q2 cite Adjustments To Additional Paid In Capital Waiver Of Deferred Underwriting Discount
AdjustmentsToAdditionalPaidInCapitalWaiverOfDeferredUnderwritingDiscount
7835780
cite Percentage Of Gross Proceeds In Sale Of Equity
PercentageOfGrossProceedsInSaleOfEquity
0.0400
us-gaap Proceeds From Issuance Or Sale Of Equity
ProceedsFromIssuanceOrSaleOfEquity
250000000
CY2024Q3 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2023Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2024Q3 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2023Q4 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2024Q3 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2023Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2024Q2 cite Cash Deposited In Trust Account For Monthly Extensions
CashDepositedInTrustAccountForMonthlyExtensions
40000
CY2024Q2 cite Monthly Payments For Investment Of Cash In Trust Account
MonthlyPaymentsForInvestmentOfCashInTrustAccount
40000
CY2024Q3 cite Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
3
CY2022Q1 cite Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
0.20
CY2022Q1 cite Underwriter Cash Discount
UnderwriterCashDiscount
4600000
CY2024Q3 cite Deferred Fee Per Unit
DeferredFeePerUnit
0.35
cite Aggregate Deferred Underwriting Fee Payable
AggregateDeferredUnderwritingFeePayable
8050000
CY2023Q2 cite Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
8050000
CY2023Q2 cite Other Income Attributable To Derecognition Of Deferred Underwriting Fee Allocated To Offering Costs
OtherIncomeAttributableToDerecognitionOfDeferredUnderwritingFeeAllocatedToOfferingCosts
214220
CY2023Q2 cite Adjustments To Additional Paid In Capital Waiver Of Deferred Underwriting Discount
AdjustmentsToAdditionalPaidInCapitalWaiverOfDeferredUnderwritingDiscount
7835780
cite Percentage Of Gross Proceeds In Sale Of Equity
PercentageOfGrossProceedsInSaleOfEquity
0.0400
us-gaap Proceeds From Issuance Or Sale Of Equity
ProceedsFromIssuanceOrSaleOfEquity
250000000
CY2024Q3 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2023Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2024Q3 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2024Q3 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2023Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2024Q3 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false
CY2024Q3 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false
CY2024Q3 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false
CY2024Q3 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false

Files In Submission

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0001410578-24-002010.txt Edgar Link pending
0001410578-24-002010-xbrl.zip Edgar Link pending
cite-20240930.xsd Edgar Link pending
cite-20240930x10q.htm Edgar Link pending
cite-20240930xex31d1.htm Edgar Link pending
0001410578-24-002010-index-headers.html Edgar Link pending
0001410578-24-002010-index.html Edgar Link pending
0001410578-24-002010.txt Edgar Link pending
0001410578-24-002010-xbrl.zip Edgar Link pending
cite-20240930.xsd Edgar Link pending
cite-20240930x10q.htm Edgar Link pending
cite-20240930xex31d1.htm Edgar Link pending
cite-20240930xex31d2.htm Edgar Link pending
cite-20240930xex32d1.htm Edgar Link pending
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Financial_Report.xlsx Edgar Link pending
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cite-20240930_cal.xml Edgar Link unprocessable
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