Cartica Acquisition : Submission of Matters to a Vote of Security Holders - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

Extension Promissory Note

On April 4, 2024, Cartica Acquisition Corp, a special purpose acquisition company incorporated as a Cayman Islands exempted company (the "Company"), issued a promissory note (the "Extension Note") to Cartica Acquisition Partners, LLC (the "Sponsor"), a Delaware limited liability company, the Company's sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the extension of the Company's termination date from April 7, 2024 to January 7, 2024 (the "Extension"). The Company will deposit in its trust account (the "Trust Account") $40,000 each month (commencing on April 7, 2024 and on the 7th day of each subsequent month) through January 7, 2025 for the benefits of Class A ordinary shares of the Company sold in its initial public offering (the "Public Shares") that are not redeemed in connection with the Extension that was approved at the Extension Meeting (as defined below).

The principal amount of this Note may be drawn down in nine equal amounts of $40,000.00 per month. On or before April 7, 2024, the first installment of the Extension Funds will be deposited into the Trust Account. The Note bears no interest and is payable in full upon the earlier of (i) the date of the consummation of the Company's initial business combination, and (ii) the date of the liquidation of the Company.

The Extension Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

The foregoing description is qualified in its entirety by reference to the Extension Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment to Existing Promissory Note

As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 5, 2023, on August 31, 2023, the Company issued a promissory note (the "Working Capital Note") to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $300,000 for working capital expenses. As previously reported on the Current Report on Form 8-K filed with the SEC on February 22, 2024, the Working Capital Note was amended to increase the principal sum from up to $300,000 to up to $750,000. On April 4, 2024 the Working Capital Note was further amended to increase the principal sum from $750,000 to $1,250,000 (the "Second Amendment"). The Working Capital Note, as amended, bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company's initial business combination and (b) the date of the Company's liquidation.

The Working Capital Note, as amended, was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.