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Cartica Acquisition Corp *

Cartica Acquisition Corp *

Nov 16, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Nidar Infrastructure Limited

ENTERPRISE VALUE: $4.2 billion
ANTICIPATED SYMBOL: TBD

Cartica Acquisition Corp proposes to combine with Nidar Infrastructure Limited.

  • Nidar is India’s leading data center provider for AI and high-performance compute. Nidar provides advanced information technology infrastructure and solutions on an “as-a-Service” model to customers worldwide, including enterprises, governments, start-ups and small- and medium-sized enterprises, and hyperscalers.

EXTENSION – 1/10/25 – LINK

  • The SPAC approved the extension from January 7, 2025 to October 7, 2025.
    • 901,326 shares were redeemed.
    • $0.03/Share per month will be deposited into the trust account for the first 3 months, followed by $0.04/Share per month for the next 3 months, and $0.05/Share per month for the final 3 months.

TRANSACTION

  • Cartica maintains a trust account in the amount of approximately $25 million, as of April 4, 2024 (prior to any redemptions by its public shareholders in connection with the Business Combination).
  • All proceeds to Nidar from the Business Combination are expected to be used by Nidar to execute its business plan and for general working capital purposes.
  • If the SPAC Transaction Expenses exceed the Expense Cap ($11 million, which amount may be increased if the Closing has not occurred prior to September 30, 2024), then the SPAC will cause the Sponsor to use commercially reasonable efforts to utilize up to an aggregate of 10% of its Promote Shares to pay the remaining excess transaction expense amount.

Updated Presentation:

 

Previous Presentation:

cartica overview

SPAC FUNDING

  • The SPAC will use commercially reasonable efforts to obtain PIPE financing.
    • The investor presentation assumes $500 million from a PIPE Investment

EARNOUT

  • Sponsor:
    • Earnout shares will be forfeited if they do not vest by the later of (i) 15 months following the Closing and (ii) March 31, 2026. 4,087,500 shares will vest as follow:
      • Upon consummation of one or more Company Financing Events of $100mm and above (on a cumulative basis with all other Company Financing Events), 1,362,500 earnout shares will vest.
      • Upon consummation of one or more Company Financing Events of $250mm and above (on a cumulative basis with all other Company Financing Events), 1,090,000 earnout shares will vest.
      • Upon consummation of one or more Company Financing Events of $300mm and above (on a cumulative basis with all other Company Financing Events), 272,500 earnout shares will vest.
      • Upon consummation of one or more Company Financing Events of $350mm and above (on a cumulative basis with all other Company Financing Events), 272,500 earnout shares will vest.
      • Upon consummation of one or more Company Financing Events of $400mm and above (on a cumulative basis with all other Company Financing Events), 272,500 earnout shares will vest.
      • Upon consummation of one or more Company Financing Events of $450mm and above (on a cumulative basis with all other Company Financing Events), 272,500 earnout shares will vest.
      • Upon consummation of one or more Company Financing Events of $500mm and above (on a cumulative basis with all other Company Financing Events), 545,000 earnout shares will vest.
    • Once more than 50% of the earnout shares vest (i.e. Tranches 1 and 2 achieved), then any remaining earnout shares may be achieved either through the corresponding minimum financing event OR upon the Company VWAP equaling or exceeding $12.50 for any 20 Trading Days within a 30 Trading Day period. Any Unvested Shares that haven’t vested by the fifth anniversary of the Closing will be cancelled and forfeited.

LOCK-UP

  • Company and Sponsor
    • One year following the business combination or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • The Minimum Balance Sheet Cash shall not be less than the amount needed to pay all SPAC Transaction Expenses at Closing, estimated to be approximately $13.5 million (Minimum Cash Condition).
  • Confirmation that Nidar’s net indebtedness is equal to or less than $1,325,000,000 as of the Closing Date.

NOTABLE CONDITIONS TO TERMINATION

  • By either Cartica or Nidar, if the Second Merger has not been consummated prior to July 7, 2025 (Outside Date).
  • By Nidar, if there has been a SPAC Impairment Effect that is continuing and has not been cured within the time periods provided for in the Business Combination Agreement.

ADVISORS

  • Company Advisors:
    • GLC Securities LLC served as financial advisor
    • Allen Overy Shearman Sterling US LLP served as legal counsel
    • SNG & Partners served as legal counsel
    • Vale Law served as legal counsel
  • SPAC Advisors:
    • BitOoda Technologies, LLC served as M&A Adviser
    • Morrison & Foerster LLP served as legal counsel
    • Khaitan & Co served as legal counsel
    • Appleby (Cayman) Ltd. and Appleby (as Mauritius legal counsel) served as legal counsel
  • Imperial Capital, LLC and BitOoda Technologies, LLC are serving as co-lead placement agents for additional capital raising activity in connection with the Business Combination.

EXTENSION – 4/8/24 – LINK

  • The SPAC approved the extension from April 7, 2024 to January 7, 2025.
    • 1,964,993 shares were redeemed.
    • $40k per month will be contributed to the trust account.

EXTENSION – 7/6/23 – LINK

  • The SPAC approved the extension from July 7, 2023 to April 7, 2024.
    • 18,785,585 shares were redeemed.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 6/27/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 3,150,000 shares
    • The Sponsor will transfer 787,500 Class A shares to the non-redeeming shareholders

SUBSEQUENT EVENT – 6/20/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 700,000 shares
    • The Sponsor will transfer 175,000 Class B shares to the non-redeeming shareholders

MANAGEMENT & BOARD

Executive Officers

Sanjeev Goel, 52
Chief Executive Officer and Director

He has over 22 years of emerging markets investment experience. Since 2020, Mr. Goel has also served as the Managing Head of Global Value Creation Partners FZE, a Dubai-based emerging markets consulting firm. From 1997 to 2019 Mr. Goel worked in the Financial Institutions Group at the International Finance Corporation (IFC) of the World Bank Group. His last assignment with the IFC was overseeing the equity business in South Asia, Europe, the Middle East, and North Africa regions. Among his senior roles at the IFC, he was the Global Co-Head of Equity Business where he managed a large equity investment portfolio in numerous financial institutions in countries spanning across Asia, Europe, the Middle East, Latin America, and Africa. In his role, Mr. Goel identified investment themes, formulated equity business strategies, guided business development, oversaw the global portfolio, and advised teams on new investments, complex portfolio matters, and equity exits. Prior to that, he was the Portfolio Head for East Asia where he managed a large portfolio of investments in the region. He has also worked in the IFC’s Global Transactions Group executing debt and equity deals globally and in the Latin America Group of the IFC managing investments and executing deals in the region. Mr. Goel has an MBA from George Washington University and B.Com. and LL.B. degrees from the University of Delhi.

C. Brian Coad, 52
Chief Operating Officer and Chief Financial Officer

Mr. Coad has over 25 years of finance and operations experience across a wide variety of platforms, from public to private and start-up to middle market. From 2012 until the end of 2020, Mr. Coad was the Chief Operating Officer of Cartica Management, LLC, where he was responsible for all non-investment-related activities. Prior to joining Cartica, Mr. Coad was Chief Financial Officer and Head of Strategic Planning for the operating companies of PrinceRidge Holdings LP (“PrinceRidge”), a middle-market investment bank. As one of the initial employees of PrinceRidge, Mr. Coad built the finance and accounting function. While at PrinceRidge, he was responsible for accounting, finance, treasury and tax, as well as supporting brokerage clearing and operations. Prior to joining PrinceRidge, Mr. Coad was CFO for Broadpoint Securities Group, Inc. (NASDAQ: BPSG), a publicly-traded middle-market investment bank. Mr. Coad was responsible for external and regulatory reporting, oversight of the firm’s clearing operations, and all corporate and business risk. Before becoming CFO, Mr. Coad was Broadpoint’s Director of Financial Planning and Analysis. Prior to joining Broadpoint, Mr. Coad was a co-founder and CFO of Frost Securities, Inc., a boutique investment bank and broker-dealer specializing in energy and technology. While at Frost, Mr. Coad was responsible for all logistics functions, including finance, accounting, operations, legal, compliance, IT and administration. Mr. Coad graduated from Southern Methodist University with a BBA in Finance and is a Chartered Financial Analyst.

Board of Directors

Asif Ramji, 47
Director and Chairman

Mr. Ramji served as Corporate Executive Vice President and Chief Growth Officer of Fidelity National Information Services (NYSE: FIS) from March 2020 until May 2021. He is the founder and since June 2021 has been the Chief Executive Officer of Venture Worx LLC, an advisory and investment management firm. Prior to March 2020, he served as Chief Product Officer of FIS. Prior to joining FIS in 2019, he was the Chief Product and Marketing Officer for Worldpay from 2017 to 2019. Prior to that, Mr. Ramji was President and Chief Executive Officer of Paymetric from 2011 to 2017. Mr. Ramji led the sale of Paymetric to Vantiv in 2017. In 2017, Mr. Ramji was recognized by Ernst & Young as the national EY Entrepreneur of the Year award recipient for Financial Services.

Subramanian Ramadorai, 76
Director

Mr. Ramadorai is currently Chairman of Tata Technologies Limited and Tata STRIVE and an Independent Director on the Boards of Piramal Enterprises Limited and DSP Investment Managers. In March 2016, Mr. Ramadorai retired as the Chairman of the Board of Directors of the Bombay Stock Exchange (BSE Limited) after having served for a period of 6 years. Between 2011 and 2016, Mr. Ramadorai served as the Chairman of National Skill Development Agency (NSDA) in the rank of a Cabinet Minister and the Chairman of the National Skill Development Corporation (NSDC), a one of its kind, Public Private Partnership in India, under the Ministry of Skill Development & Entrepreneurship. Mr. Ramadorai was the CEO of Tata Consultancy Services (TCS) from 1996 to 2004 and was the CEO and MD from 2004 to 2009. He served as the Vice Chairman at TCS until October 2014. In January 2006, in recognition of Mr. Ramadorai’s commitment and dedication to the IT industry, he was awarded the Padma Bhushan (India’s third highest civilian honor) by the Government of India. In April 2009, he was awarded the CBE (Commander of the Order of the British Empire) by Her Majesty Queen Elizabeth II for his contribution to Indo-British economic relations. In 2016, he was also awarded The Economic Times Lifetime Achievement Award for his glorious contribution to Tata Consultancy Services.

Keki M. Mistry, 67
Director

He has nearly 40 years of varied work experience in banking and financial services in India. He currently serves as the Vice Chairman and Chief Executive Officer of the Housing Development Finance Corporation Limited (HDFC Ltd.), positions he has held since 2010, having also held other leadership roles since joining the company in 1981. He played a critical role in the transformation of HDFC into India’s leading financial services conglomerate by facilitating the formation of HDFC Bank Ltd., HDFC Asset Management Company Ltd., HDFC Life Insurance Company Ltd. and HDFC ERGO General Insurance Company Ltd. In addition to being on the boards of several HDFC Group companies, Mr. Mistry is also on the boards of Tata Consultancy Services Ltd, Torrent Power Ltd and Flipkart Private Limited – Singapore. He is also on the advisory boards of a number of Indian companies. Mr. Mistry is a member of the Primary Market Advisory Committee (PMAC) constituted by the Securities and Exchange Board of India (SEBI), and was a member of the Corporate Governance Committee constituted by SEBI in 2017. He is the current Chairman of the Confederation of Indian Industry (CII) National Council on Corporate Governance, a position which he has held for five years (2016 to 2018 and 2019 onwards). He is also a member of the CII Economic Affairs Council for 2021-22.

Farida Khambata, 71
Director

Prior to co-founding Cartica, from 2000 to 2008 Mrs. Khambata was a member of the Management Group of the International Finance Corporation (the “IFC”), the most senior leadership team at the IFC. In her last position at the IFC, she served as Regional Vice President and led all operations in East Asia and the Pacific, South Asia, Latin America and Caribbean regions, and the Global Manufacturing Group. She oversaw strategy, investment operations and advisory services in the IFC’s member countries in these regions, which accounted for nearly three-quarters of all of the IFC’s investments. She also oversaw all equity investments globally. Prior to this, Mrs. Khambata was the Treasurer of the IFC. Mrs. Khambata joined the IFC in 1986 from the World Bank, where she managed its pension fund assets. Mrs. Khambata received a Master of Arts in Economics from the University of Cambridge and a Master of Science in Business Management from the London Business School. She is a member of the boards of directors of Dragon Capital Group Limited, Kotak Mahindra Bank Limited and Tata Steel Limited. Since February 2019, Ms. Khambata has also been serving as a Member of the Global Economic and Financial Advisory Council at Caisse de dépôt et placement du Québec (CDPQ).

Parul Bhandari, 46
Director

Ms. Bhandari has more than 20 years of experience driving growth and innovation at the world’s leading technology and business development companies. Since 2012, Ms. Bhandari has held various leadership roles at Microsoft (Nasdaq: MSFT). Since 2019, she has served as the Director, Partner Strategy, Worldwide Media and Communications, where she contributes to global partner recruiting, enablement, and engagement. Her previous roles at Microsoft were focused on leading Data & AI for Worldwide Public Sector, driving industry solutions and engaging in Digital Transformation initiatives. She is also a director of Timberland Bank. Prior to joining Microsoft, Ms. Bhandari served as Vice President of Business Development and Alliances for the management consulting firm Acelsior, teaming with large defense contractors including Deloitte, SAIC, and General Dynamics. Ms. Bhandari holds an MBA from McDonough School of Business at Georgetown University in Washington, D.C., and a Bachelor of Arts in Business Administration from Northwestern College in Orange City, Iowa.

Steven J. Quamme, 61
Director

Mr. Quamme is a co-founder and President of Cartica Management, LLC and a member of its Investment Committee, as well as a member of the board of directors of its General Partner. Prior to co-founding Cartica in 2008, Mr. Quamme was a co-founder and Chief Operating Officer of Breeden Partners, LP, a private investment fund focused on governance and relational investing in the United States. From 2001 to 2007, Mr. Quamme was also a Senior Managing Director of Richard C. Breeden & Co., a multi-disciplinary professional services firm focused on corporate governance, restructurings and crisis management. From 2000 to January 2005, Mr. Quamme was the founder and co-Chief Executive Officer of Milestone Merchant Partners, LLC, an investment banking and private equity firm. Mr. Quamme began his career as a securities and mergers and acquisitions attorney at the law firm Baker Botts L.L.P. Mr. Quamme graduated from Northwestern University as well as Northwestern University School of Law, where he serves as a member of the board. He also serves as a trustee of the Meridian International Center.

 

ByAnthony Sozzi