United States securities and exchange commission logo
December 7, 2021
Sanjeev Goel
Chief Executive Officer
Cartica Acquisition Corp
1775 I Street NW, Suite 910
Washington, D.C. 20006
Re: Cartica Acquisition
Corp
Registration
Statement on Form S-1
Filed November 16,
2021
File No. 333-261094
Dear Mr. Goel:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed November 16, 2021
Cover Page
1. We note the disclosure
on the cover page regarding the ability to extend the time period to
complete the initial
business combination under either of the two, three-month extension
periods. Please revise
your cover page to disclose that public shareholders will not be
entitled to vote or
redeem their shares in connection with these extension periods.
2. Please revise the cover
page to state that the company may be considered a controlled
company after the
offering.
Sanjeev Goel
FirstName LastNameSanjeev Goel
Cartica Acquisition Corp
Comapany7,
December NameCartica
2021 Acquisition Corp
December
Page 2 7, 2021 Page 2
FirstName LastName
Summary
Expressions of Interest, page 14
3. We note that you have received indications of interest from your
anchor investors to
purchase up to an aggregate of 9.9% of the units in this offering.
However, your
disclosure on page 14 indicates that the anchor investors could
ultimately determine to
purchase more than an aggregate of 9.9% of the units in the offering.
Please clarify
whether there is a cap on the maximum amount of units that the anchor
investors can
purchase in this offering, and if so, please disclose the cap.
Ability to extend time to complete business combination, page 14
4. We note your disclosure that your sponsor may extend the period of
time to consummate
the initial business combination up to two times, subject to the
sponsor depositing into the
trust account additional funds of $2,000,000 for each of the available
three-month
extensions, for a total payment of up to $4,000,000. We also note your
disclosure that any
such payments would be made in the form of non-interest bearing loans,
and that if you do
not complete a business combination, you will repay such loans only
from funds held
outside of the trust account. However, it does not appear from your
disclosure in your
Use of Proceeds section that funds would be available outside of the
trust account to cover
the payment of such loans. Please revise to address any related
potential conflicts of
interest, such as with respect to identifying and selecting a target
business combination.
Principal Shareholders, page 124
5. Please revise footnote (2) to the beneficial ownership table to
disclose the collective
percentage ownership that will be owned by the anchor investors
assuming they purchase
the full amount that may be allocated to them.
General
6. We note that your revised form of amended and restated memorandum and
articles of
association includes an exception to the requirement that the company
not redeem public
shares that would cause the company's net tangible assets to be less
than $5,000,001.
Please provide us with your legal analysis as to why it is appropriate
to permit this
exception to the requirement that you have net tangible assets of at
least $5,000,001.
Please tell us what other risk factors you propose to include in the
prospectus if you
include this exception, such as it resulting in increased risks that
your stock will
be delisted, you will have to comply with Rule 419, and you will
become a less attractive
potential merger partner in a competitive market for merger targets,
as well as the risks
associated with such an exception being an unusual inclusion in a
SPAC's constituent
documents. Please also tell us how you intend to reconcile your
disclosure that you will
retain net tangible assets of not less than $5,000,001 "so that [you]
do not then become
subject to the SEC's 'penny stock' rules" with your disclosure that
you may be delisted if
you are not able to meet Nasdaq's listing requirements "especially if
there are a significant
Sanjeev Goel
Cartica Acquisition Corp
December 7, 2021
Page 3
number of redemptions in connection with [y]our initial business
combination."
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at
(202) 551-
3222 with any other questions.
Sincerely,
FirstName LastNameSanjeev Goel
Division of
Corporation Finance
Comapany NameCartica Acquisition Corp
Office of Trade &
Services
December 7, 2021 Page 3
cc: Richard Baumann
FirstName LastName