CARTICA ACQUISITION CORP
1775 I Street NW, Suite 910
Washington, D.C. 20006
VIA EDGAR
November 15, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attention: Nicholas Lamparski and Lilyanna Peyser
| Re: | Cartica Acquisition Corp |
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted September 20, 2021
CIK No. 0001848437
Dear Mr. Lamparski and Ms. Peyser:
Cartica Acquisition Corp (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated October 21, 2021, regarding Amendment No. 2 to our Draft Registration Statement (the “DRS/A2”) previously submitted on September 20, 2021.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in our first publicly filed Registration Statement on Form S-1 (the “S-1”), which we are filing with the Commission contemporaneously with the submission of this letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted September 20, 2021
General
1. Please update your financial statements and related information to include the interim period ended June 30, 2021 as required by Rule 8-08 of Regulation S-X.
In response to this comment, in the S-1, we have updated our financial statements and related information to include the interim period ended September 30, 2021.
U.S. Securities and Exchange Commission
Attn: Nicholas Lamparski and Lilyanna Peyser
Re: Cartica Acquisition Corp
Amendment No. 2 to DRS
November 15, 2021
Page 2 of 2
We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard Baumann, Esq., of Ellenoff Grossman & Schole LLP, at 917-882-2727 (mobile), rbaumann@egsllp.com or 212-370-1300 (office reception).
| Very truly yours, | ||
| Cartica Acquisition Corp | ||
| By: | /s/ Sanjeev Goel | |
| Name: | Sanjeev Goel | |
| Title: | Chief Executive Officer | |
| cc: | Richard Baumann, |
Ellenoff Grossman & Schole LLP
