Cartica Acquisition Corp. Files 8-K with Material Agreements

TL;DR

Cartica Acquisition Corp. filed an 8-K detailing material agreements, financial obligations, and governance changes as of Oct 3, 2025.

AI Summary

Cartica Acquisition Corp. announced on October 9, 2025, that on October 3, 2025, it entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and amendments to its articles of incorporation or bylaws. Additionally, matters were submitted to a vote of security holders, and other events occurred.

Why It Matters

This 8-K filing indicates significant corporate actions by Cartica Acquisition Corp., including new agreements and potential changes to its structure or governance, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which can introduce new risks or alter existing ones for the company.

Key Players & Entities

• Cartica Acquisition Corp (company) — Registrant
• October 9, 2025 (date) — Filing Date
• October 3, 2025 (date) — Earliest Event Date

FAQ

Key Financial Figures

• $148,409.44 — the aggregate principal amount of up to $148,409.44 (the " Extension Funds ") to Cartica Ac
• $37,102.36 — uary 7, 2026. The Company will deposit $37,102.36 per month into the Trust Account, which
• $0.04 — Account, which equates to approximately $0.04 per remaining Public Share, for each mo
• $5.2 million — ust Account. As a result, approximately $5.2 million (approximately $12.46 per Public Share)
• $12.46 — proximately $5.2 million (approximately $12.46 per Public Share) will be removed from
• $10.30 — ial Public Offering, an amount equal to $10.30 per unit sold in the Initial Public Off

Filing Documents

• tm2528433d1_8k.htm (8-K) — 40KB
• tm2528433d1_ex3-1.htm (EX-3.1) — 7KB
• tm2528433d1_ex10-1.htm (EX-10.1) — 21KB
• 0001104659-25-098410.txt ( ) — 242KB
• cite-20251003.xsd (EX-101.SCH) — 3KB
• cite-20251003_lab.xml (EX-101.LAB) — 33KB
• cite-20251003_pre.xml (EX-101.PRE) — 22KB
• tm2528433d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 7, 2025, Cartica Acquisition Corp (the " Company ") issued a promissory note (the " Note ") in the aggregate principal amount of up to $148,409.44 (the " Extension Funds ") to Cartica Acquisition Partners, LLC, a Delaware limited liability company and the Company's sponsor, pursuant to which the Extension Funds will be deposited into the Company's trust account (the " Trust Account ") for the benefit of the holders of the outstanding Class A ordinary shares of the Company included as part of the units in the Company's initial public offering consummated on January 7, 2022 (the " Initial Public Offering " and such shares, the" Public Shares ") that was not redeemed in connection with the extension of the date by which the Company much consummate a Business Combination (the " Combination Period ") from October 7, 2025 to February 7, 2026. The Company will deposit $37,102.36 per month into the Trust Account, which equates to approximately $0.04 per remaining Public Share, for each monthly period (commencing on October 8, 2025 and ending on the 7th day of each subsequent month) until February 7, 2026, or portion thereof, that is needed to complete a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more businesses (a " Business Combination "), for up to an aggregate of $148,409.44. The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, and (b) the date of the liquidation of the Company. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated here

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The disclosure contained in

01 of this Current Report on Form 8-K (this " Report ") is incorporated by reference in this Item 2.03

Item 1.01 of this Current Report on Form 8-K (this " Report ") is incorporated by reference in this Item 2.03.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure contained in

07 of this Report is incorporated by reference in this Item 5.03

Item 5.07 of this Report is incorporated by reference in this Item 5.03.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On October 3, 2025, the Company held an extraordinary general meeting of shareholders (the " Meeting "). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company: (a) a proposal to approve, by way of special resolution, that the Combination Period be extended from October 7, 2025 to February 7, 2026 (or such earlier date as determined by the Company's board of directors) and that the Company's Amended and Restated Memorandum of Association and Articles of Association, as amended (the " Articles "), be amended as set out in Annex A to the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on September 19, 2025 (the " Extension Amendment Proposal " and such amendment to the Articles, the " Extension Amendment "); (b) a proposal to ratify, by way of ordinary resolution, the selection by the Company's audit committee, and appointment, of CBIZ CPAs P.C. to serve as our independent registered public accounting firm for the year ending December 31, 2025 (the " Auditor Ratification Proposal "); and (c) a proposal to adjourn, by way of ordinary resolution, the 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 "). The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below. 1. Extension Amendment Proposal For Against Abstain 6,486,120 0 0 Accordingly, the Extension Amendment Proposal was approved. 2. Auditor Ratification Proposal For Against Abstain 6,486,120 0 0 Accordingly, the Auditor Ratification Proposal was approved. 3. Adjournment Proposal For Against Abstain 6,486,120 0 0

01 Other Events

Item 8.01 Other Events. At the closing of the Initial Public Offering, an amount equal to $10.30 per unit sold in the Initial Public Offering, including proceeds from the sale of the private placement warrants, were deposited in 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 of 1940, as amended (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. On January 5, 2024, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account and deposited the funds in the Trust Account into an interest-bearing demand deposit account at a bank. On October 9, 2025, following the Meeting Redemptions, the Company deposited the remaining funds in the Trust Account in U.S. government securities meeting certain conditions under Rule 2a-7 of the Investment Company Act. The Company intends to so maintain the funds in the Trust Account until the earlier of the consummation of the Business Combination and the Company's liquidation.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amendment to the Amended and Restated Memorandum and Articles of Association of the Company. 10.1 Promissory Note issued to Cartica Acquisition Partners, LLC, dated October 7, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cartica Acquisition Corp Date: October 9, 2025 By: /s/ Suresh Guduru Name: Suresh Guduru Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR