Cartica Seeks SPAC Extension to Feb 2026 for Nidar Merger

TL;DR

**Cartica's extension vote is a coin flip; redeem now for a slight premium or hold for the Nidar AI data center play, but don't expect a smooth ride.**

AI Summary

Cartica Acquisition Corp (Cartica) is seeking shareholder approval to extend its deadline for completing a business combination from October 7, 2025, to February 7, 2026, via the Fourth Extension Amendment Proposal. This extension is crucial for Cartica to finalize its previously announced merger with Nidar Infrastructure Limited, an Indian data center provider for AI and high-performance compute, which was initially agreed upon on June 24, 2024. As of September 18, 2025, the redemption price per Public Share was approximately $12.44, based on an aggregate Trust Account balance of approximately $16.77 million. The closing price of Class A Ordinary Shares on the OTCID Basic Market was $12.16 per share on the same date. If the extension is approved, Cartica's sponsor, Cartica Acquisition Partners, LLC, will contribute $0.04 per unredeemed Public Share for each month of the extension, potentially totaling $0.20 per share if the full extension to February 7, 2026, is utilized. Shareholders also have the option to redeem their Public Shares for cash, regardless of their vote on the extension. The Board unanimously recommends voting 'FOR' the extension, the ratification of CBIZ CPAs P.C. as the independent auditor for 2025, and the Adjournment Proposal.

Why It Matters

This extension is critical for Cartica Acquisition Corp to avoid liquidation and complete its merger with Nidar Infrastructure Limited, a significant player in India's AI data center market. For investors, approving the extension means maintaining their investment in a SPAC that has identified a target, albeit with continued uncertainty and a potential for further redemptions. Failure to approve would lead to Cartica's liquidation, returning approximately $12.44 per share to public shareholders, which is slightly above the current market price of $12.16. The competitive landscape for SPACs has become challenging, making successful de-SPAC transactions increasingly rare, so this vote is a make-or-break moment for Cartica's future.

Risk Assessment

Risk Level: medium — The risk level is medium because while the company has identified a merger target in Nidar Infrastructure Limited, this is the fourth extension requested, indicating persistent delays and challenges in closing the deal. The potential for significant redemptions by public shareholders, as seen in previous extensions, could further deplete the Trust Account, impacting the pro forma valuation of the combined entity and potentially jeopardizing the Nidar Business Combination itself. The current share price of $12.16 is below the redemption value of $12.44, suggesting market skepticism about the deal's completion or the post-merger value.

Analyst Insight

Investors should carefully weigh the redemption value of approximately $12.44 per share against the potential upside of the Nidar Business Combination. Given the current market price of $12.16, redeeming offers a small, immediate premium with certainty. Those who believe in the long-term prospects of Nidar's AI data center business in India and are comfortable with the continued execution risk should consider holding their shares and voting for the extension.

Key Numbers

• $12.44 — Redemption Price per Share (Expected redemption price, higher than current market price)
• $12.16 — Class A Ordinary Share Closing Price (Closing price on OTCID Basic Market on September 18, 2025)
• $16.77 million — Trust Account Balance (Aggregate amount on deposit as of September 18, 2025)
• October 7, 2025 — Current Business Combination Deadline (Date Cartica must complete a business combination by)
• February 7, 2026 — Proposed Extended Deadline (New proposed date for business combination completion)
• $0.04 — Sponsor Contribution per Share per Month (Amount Sponsor will contribute for each unredeemed Public Share if extension is approved)
• $0.20 — Total Sponsor Contribution per Share (Estimated total contribution per share if full extension to February 7, 2026, is used)
• 2/3 — Required Vote for Extension (Majority of at least two-thirds of votes cast for Fourth Extension Amendment Proposal)
• September 3, 2025 — Record Date (Date for determining shareholders entitled to vote at Special Meeting)
• October 3, 2025 — Special Meeting Date (Date of the extraordinary general meeting)

Key Players & Entities

• Cartica Acquisition Corp (company) — Registrant and SPAC seeking extension
• Nidar Infrastructure Limited (company) — Target company for business combination
• Yotta Data and Cloud Limited (company) — Wholly owned subsidiary of Nidar, Merger Sub
• Cartica Acquisition Partners, LLC (company) — Sponsor of Cartica Acquisition Corp
• Suresh Guduru (person) — Chief Executive Officer and Chairman of the Board of Cartica
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm for Cartica
• Ellenoff Grossman & Schole LLP (company) — Legal counsel and meeting location host
• SEC (regulator) — U.S. Securities and Exchange Commission
• $12.44 (dollar_amount) — Redemption price per Public Share as of September 18, 2025
• $16.77 million (dollar_amount) — Aggregate amount in Trust Account as of September 18, 2025

FAQ

Risk Factors

• Trust Account Depletion Risk [high — financial]: The Trust Account balance was approximately $16.77 million as of September 18, 2025. If a significant number of shareholders redeem their shares, the remaining balance may be insufficient to complete the proposed business combination with Nidar Infrastructure Limited, especially if the extension is not approved or the merger is further delayed.
• Shareholder Redemption Pressure [high — market]: The redemption price per share was approximately $12.44 as of September 18, 2025, which is higher than the Class A Ordinary Share closing price of $12.16 on the same date. This differential incentivizes shareholders to redeem their shares, potentially depleting the Trust Account and jeopardizing the business combination.
• Merger Completion Uncertainty [high — operational]: The proposed merger with Nidar Infrastructure Limited, initially agreed upon on June 24, 2024, has faced multiple extensions. The current extension to February 7, 2026, indicates ongoing challenges in finalizing the transaction, posing a risk to the company's ability to complete a business combination within the extended timeframe.
• Compliance with Extension Requirements [medium — regulatory]: The Fourth Extension Amendment Proposal requires a vote of at least two-thirds of the votes cast. Failure to secure this majority could prevent Cartica from obtaining the necessary time to complete the Nidar Business Combination, leading to potential liquidation.
• Sponsor Dilution and Contribution [medium — financial]: The sponsor, Cartica Acquisition Partners, LLC, will contribute $0.04 per unredeemed Public Share for each month of extension, totaling up to $0.20 per share if the full extension to February 7, 2026, is utilized. This contribution is intended to offset redemptions but also highlights the sponsor's commitment and potential dilution if redemptions are high.

Industry Context

Cartica Acquisition Corp is a special purpose acquisition company (SPAC) focused on identifying and merging with a target company. The proposed merger is with Nidar Infrastructure Limited, an Indian data center provider specializing in AI and high-performance compute. This sector is experiencing significant growth driven by increasing demand for data processing power for artificial intelligence applications and advanced computing.

Regulatory Implications

The company is seeking shareholder approval for an extension, which requires a supermajority vote (two-thirds of votes cast). Failure to obtain this approval could lead to the company's dissolution and return of funds to shareholders. The process also involves compliance with SEC regulations for proxy solicitations and disclosures related to business combinations.

What Investors Should Do

1. Vote on the Fourth Extension Amendment Proposal
2. Review Redemption Options
3. Attend the Special Meeting or Submit Proxy

Key Dates

• 2025-10-03: Special Meeting Date — Shareholders will vote on the Fourth Extension Amendment Proposal, Auditor Ratification Proposal, and Adjournment Proposal.
• 2025-10-07: Current Business Combination Deadline — The original deadline for Cartica to complete a business combination.
• 2026-02-07: Proposed Extended Deadline — The new proposed deadline for Cartica to complete a business combination if the extension is approved.
• 2024-06-24: Agreement and Plan of Merger with Nidar Infrastructure Limited — Initial agreement to merge with an Indian data center provider for AI and high-performance compute.
• 2025-01-02: Amendment to Business Combination Agreement — Extended the termination date to January 7, 2026, and reflected delisting from Nasdaq.
• 2025-09-18: Trust Account Balance and Redemption Price as of this date — Provides current financial standing and shareholder redemption value.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders regarding an annual meeting, including proposals to be voted on. (This document is the DEF 14A filing for Cartica Acquisition Corp, outlining the proposals for the upcoming special meeting.)

Special Meeting

A meeting of shareholders called for a specific purpose, in this case, to vote on proposals related to extending the company's deadline to complete a business combination and ratifying the auditor. (The meeting where shareholders will decide on the company's future timeline and auditor.)

Fourth Extension Amendment Proposal

A proposal seeking shareholder approval to extend the deadline for Cartica Acquisition Corp to complete its business combination from October 7, 2025, to February 7, 2026. (This is the primary proposal shareholders are being asked to vote on.)

Trust Account

An account established by a special purpose acquisition company (SPAC) to hold the proceeds from its initial public offering, which are typically used to fund a business combination or returned to shareholders upon liquidation. (The balance in the Trust Account is critical for determining the redemption price per share and the feasibility of the business combination.)

Public Shares

Class A ordinary shares issued by Cartica Acquisition Corp as part of its initial public offering, which are held by public investors. (Holders of Public Shares have the right to redeem them and are the primary voting bloc for the extension proposal.)

Sponsor

Cartica Acquisition Partners, LLC, the entity that organized Cartica Acquisition Corp and typically holds founder shares and private placement warrants. (The sponsor is making contributions to the Trust Account to facilitate the extension and has a vested interest in the business combination's success.)

Nidar Business Combination

The proposed merger between Cartica Acquisition Corp and Nidar Infrastructure Limited, an Indian data center provider. (This is the specific business combination that Cartica is seeking to complete, and the extension is needed to finalize it.)

Year-Over-Year Comparison

This DEF 14A filing focuses on seeking shareholder approval for an extension of the business combination deadline to February 7, 2026, and the ratification of the auditor. Unlike previous filings that might have detailed progress on a business combination or financial performance of Cartica itself, this document is primarily procedural, driven by the need for more time to finalize the merger with Nidar Infrastructure Limited. The key financial metrics presented are related to the Trust Account balance ($16.77 million) and the redemption price per share ($12.44), which are critical for assessing shareholder sentiment towards the extension and potential redemptions.

Key Financial Figures

• $5,000,001 — ving net tangible assets of less than US$5,000,001 (the “ Redemption Limitation &rdq
• $0.0001 — s Class A ordinary shares, par value of $0.0001 per share (the “ Class A Ordinary
• $12.44 — ption price per share was approximately $12.44 (which is expected to be the same appro
• $16.77 million — t in the Trust Account of approximately $16.77 million as of September 18, 2025 (including int
• $12.16 — Basic Market on September 18, 2025 was $12.16 per share. Cartica cannot assure shareh
• $0.04 — loan (the “Contributions”) $0.04 per Public Share that is not redeemed f
• $0.20 — ggregate Contributions of approximately $0.20 for each Public Share that is not redee

Filing Documents

• tm2526529d1_def14a.htm (DEF 14A) — 419KB
• 0001104659-25-091740.txt ( ) — 420KB

From the Filing

DEF 14A 1 tm2526529d1_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under § 240.14a-12 Cartica Acquisition Corp (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 LETTER TO SHAREHOLDERS OF CARTICA ACQUISITION CORP c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas 11 th Floor New York, NY 10105 Dear Shareholders of Cartica Acquisition Corp: You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “ Special Meeting ”) of Cartica Acquisition Corp, a Cayman Islands exempted company (“ we ,” “ Cartica ” or the “ Company ”), which will be held on Friday, October 3, 2025, at 10:00 a.m. Eastern Time at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105 or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned. You will be permitted to attend the Special Meeting in person at the offices of Ellenoff Grossman & Schole LLP or participate virtually via the Internet. You are requested to confirm your attendance, whether in person or online, at least two business days in advance of the Special Meeting by contacting Ellenoff Grossman & Schole LLP, c/o Suresh Guduru, 1345 Avenue of the Americas, 11 th Floor, New York, New York, 10105. If attending online, upon receipt of such confirmation, the webcast information for the Special Meeting will be provided to you. Even if you plan to attend the Special Meeting, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend. You will not be required to attend the Special Meeting in person in order to vote. You will be able to vote your shares online by visiting https://www.cstproxy.com/carticaspac/2025 . The accompanying notice of the Special Meeting and proxy statement describe the business Cartica will conduct at the Special Meeting (unless Cartica determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement) and provide information about Cartica that you should consider when you vote your shares. As set forth in the accompanying proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposals: 1. Proposal No. 1 — Fourth Extension Amendment Proposal — To approve, by way of special resolution, that the date by which Cartica has to consummate a business combination be extended (the “ Fourth Charter Extension ”) from October 7, 2025 to February 7, 2026 (or such earlier date as determined by the board of directors (the “ Board ”)) (such date, the “ Fourth Charter Extension Date ”) and that the Amended and Restated Memorandum of Association and Articles of Association of Cartica, as amended (the “ Charter ”), be amended as set out in Annex A to the accompanying proxy statement (the “ Fourth Extension Amendment Proposal ”); 2. Proposal No. 2 — Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by our audit committee, and appointment, of CBIZ CPAs P.C. (“ CBIZ ”) to serve as our independent registered public accounting firm for the year ending December 31, 2025 (the “ Auditor Ratification Proposal ”); and 3. Proposal No. 3 — Adjournment Proposal — To adjourn, by way of ordinary resolution, the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Fourth Extension Amendment Proposal (the “ Adjournment Proposal ”). Each of the Fourth Extension Amendment Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy to considering and voting on the foregoing proposals, shareholders will hav

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