Cartica Acquisition Corp 8-K

What Happened

• Cartica Acquisition Corp (CRTAF) announced on January 7, 2026 that it and the counterparties (Nidar Infrastructure Limited and its subsidiary Merger Sub) entered into a Termination Agreement that formally ends the previously announced business combination. As a result, related sponsor and shareholder lock-up/support agreements terminated.
• Because Cartica cannot complete a business combination by the deadline in its Articles, it will cease operations except to wind up and, on February 7, 2026, redeem its Class A public shares for their pro rata share of the trust account and then proceed to dissolve and liquidate (subject to Cayman Islands law and creditor claims).

Key Details

• Termination Agreement date: January 7, 2026 (original Business Combination Agreement dated June 24, 2024).
• Nidar will pay Cartica $7,000,000 in seven equal monthly Expense Payments (Jan 31–Jul 31, 2026). Those funds will be held outside the trust account to pay certain liabilities to Cartica’s creditors.
• Nidar agreed to indemnify Cartica and the Sponsor for third‑party claims arising from the Termination Agreement, subject to an aggregate Indemnification Cap of $500,000. Nidar also agreed to pay/reimburse up to $500,000 for an insurance premium for a policy with up to $5,000,000 coverage and a $500,000 deductible.
• As consideration for the Sponsor releasing claims against Cartica, Nidar issued the Sponsor a Convertible Note (Principal Amount $21,900,000) and a Warrant to purchase up to 15,900,000 underlying securities at 80% of the Qualified Offering price. Cartica is not a party to those securities and will not receive them.
• Convertible Note highlights: converts into equity on a “Qualified Offering” (IPO or $100M+ financing). If no Qualified Offering by March 31, 2027, interest accrues at SOFR + 5%. Payment/conversion and scheduled repayment provisions are set forth in the Note.

Why It Matters

• Retail investors holding Cartica Class A public shares should expect a redemption on February 7, 2026 for their pro rata share of the trust account; after that redemption Cartica will pursue dissolution and liquidation. This is a definitive end to the SPAC’s planned merger with Nidar.
• The Sponsor received a convertible note and warrant from Nidar (not Cartica), so Cartica shareholders will not participate in any future equity from Nidar tied to those instruments. The Termination Agreement limits recoveries from Nidar for indemnifiable losses (cap $500,000) and establishes expense payments outside the trust to satisfy certain creditor claims.
• Key remaining items for investors: the exact per-share redemption amount (based on the trust fund balance), any creditor claims that reduce liquidation proceeds, and possible future outcomes tied to the Convertible Note and Warrant held by the Sponsor (conversion contingent on a Qualified Offering).