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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

	(Mark One)
	☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2025
	or
	☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to
	Commission File Number: 001-41198

CARTICA ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 11th Floor New York, NY		10105
(Address of principal executive offices)		(Zip Code)

+1-202-741-3677

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2025, there were 5,677,559 Class A ordinary shares, par value $0.0001 per share, and 1,000,000 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

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CARTICA ACQUISITION CORP

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)		3
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		37
Item 4. Controls and Procedures.		37
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.		38
Item 1A. Risk Factors.		38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		38
Item 3. Defaults Upon Senior Securities.		38
Item 4. Mine Safety Disclosures.		39
Item 5. Other Information.		39
Item 6. Exhibits.		40
SIGNATURES		41

Table of Contents

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements.

CARTICA ACQUISITION CORP

CONDENSED BALANCE SHEETS


	September 30, 2025		December 31, 2024
	(unaudited)

Assets
Current assets
Cash	$	1,942	$	1,927
Prepaid expenses		1,142		20,793
Total Current Assets		3,084		22,720
Cash held in Trust Account		16,794,222		26,355,736
Total Assets	$	16,797,306	$	26,378,456

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	5,480,438	$	5,058,100
Promissory notes – related party		3,290,750		2,158,500
Total Current Liabilities		8,771,188		7,216,600

Warrant liabilities		4,110,000		7,398,000
Total Liabilities		12,881,188		14,614,600

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 1,348,096 and 2,249,422 shares at redemption value of $12.46 and $11.72 as of September 30, 2025 and December 31, 2024, respectively		16,794,223		26,355,736

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 4,750,000 issued and outstanding (excluding 1,348,096 and 2,249,422 shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively		475		475
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 1,000,000 shares issued and outstanding at September 30, 2025 and December 31, 2024		100		100
Additional paid-in capital		363,493		1,363,735
Accumulated deficit		(13,242,173)		(15,956,190)
Total Shareholders’ Deficit		(12,878,105)		(14,591,880)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	16,797,306	$	26,378,456

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the				For the
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Operating and formation costs	$	399,677	$	1,093,388	$	1,088,910	$	5,676,521
Loss from operations		(399,677)		(1,093,388)		(1,088,910)		(5,676,521)

Other (expense) income:
Interest earned on cash and marketable securities held in Trust Account		173,896		332,296		514,927		1,264,295
Change in fair value of warrant liabilities		(3,288,000)		822,000		3,288,000		(3,403,000)
Other (expense) income, net		(3,114,104)		1,154,296		3,802,927		(2,138,705)

Net (loss) income	$	(3,513,781)	$	60,908	$	2,714,017	$	(7,815,226)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		1,348,096		2,249,422		1,358,001		2,923,544

Basic and diluted net (loss) income per share, Class A ordinary shares subject to redemption	$	(0.50)	$	0.01	$	0.38	$	(0.90)

Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption		5,750,000		5,750,000		5,750,000		5,750,000

Basic and diluted net (loss) income per share, Class A and Class B ordinary shares not subject to redemption		(0.50)		0.01		0.38		(0.90)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2024	4,750,000	$	475	1,000,000	$	100	$	1,363,735	$	(15,956,190)	$	(14,591,880)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(292,320)		—		(292,320)

Net income	—		—	—		—		—		287,896		287,896

Balance – March 31, 2025	4,750,000		475	1,000,000		100		1,071,415		(15,668,294)		(14,596,304)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(331,811)		—		(331,811)

Net income	—		—	—		—		—		5,939,902		5,939,902

Balance – June 30, 2025	4,750,000		475	1,000,000		100		739,604		(9,728,392)		(8,988,213)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(376,111)		—		(376,111)

Net loss	—		—	—		—		—		(3,513,781)		(3,513,781)

Balance – September 30, 2025	4,750,000	$	475	1,000,000	$	100	$	363,493	$	(13,242,173)	$	(12,878,105)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2023	4,750,000	$	475	1,000,000	$	100	$	3,285,341	$	(4,990,144)	$	(1,704,228)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(583,307)		—		(583,307)

Net loss	—		—	—		—		—		(3,902,244)		(3,902,244)

Balance – March 31, 2024	4,750,000		475	1,000,000		100		2,702,034		(8,892,388)		(6,189,779)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(468,692)		—		(468,692)

Net loss	—		—	—		—		—		(3,973,890)		(3,973,890)

Balance – June 30, 2024	4,750,000		475	1,000,000		100		2,233,342		(12,866,278)		(10,632,361)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(452,296)		—		(452,296)

Net income	—		—	—		—		—		60,908		60,908

Balance – September 30, 2024	4,750,000	$	475	1,000,000	$	100	$	1,781,046	$	(12,805,370)	$	(11,023,749)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CARTICA ACQUISITION CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended
	September 30,
	2025		2024
Cash Flows from Operating Activities:
Net income (loss)	$	2,714,017	$	(7,815,226)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(514,927)		(1,264,295)
Change in fair value of warrant liabilities		(3,288,000)		3,403,000
Changes in operating assets and liabilities:
Prepaid expenses		19,651		49,593
Accounts payable and accrued expenses		422,338		4,460,768
Net cash used in operating activities		(646,921)		(1,166,160)

Cash Flows from Investing Activities:
Cash deposited in the Trust Account for monthly extensions		(485,314)		(240,000)
Cash withdrawn from Trust Account in connection with redemption		10,561,755		21,871,605
Net cash provided by investing activities		10,076,441		21,631,605

Cash Flows from Financing Activities:
Proceeds from promissory notes – related party		1,132,250		1,408,500
Redemption of Class A ordinary shares subject to redemption		(10,561,755)		(21,871,605)
Net cash used in financing activities		(9,429,505)		(20,463,105)

Net Change in Cash		15		2,340
Cash – Beginning of period		1,927		8,027
Cash – End of period	$	1,942	$	10,367

Non-cash investing and financing activities:
Remeasurement of Class A ordinary shares to redemption amount	$	1,000,241	$	1,504,295

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Cartica Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 3, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

On January 7, 2022, the Company closed its initial public offering (the “IPO”) and completed the sale of 23,000,000 units (the “Units”), including 3,000,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, each Unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Class A ordinary shares”), and (ii) one-half of one redeemable warrant of the Company (collectively, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000 (before underwriting discounts and offering expenses).

Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 15,900,000 warrants (the “Private Placement Warrants”) to Cartica Acquisition Partners, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $15,900,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company (except as described in the registration statement for the Company’s IPO (the “Registration Statement”); (ii) may not (and the Class A ordinary shares issuable upon exercise of such warrants may not) be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s Business Combination (subject to certain exceptions described in the Registration Statement); (iii) may be exercised by the holders thereof on a cashless basis; and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Transaction costs amounted to $13,295,086 consisting of $12,650,000 of underwriting discount and $645,086 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. At the closing of the IPO, an amount equal to at least $10.30 per Unit sold in the IPO, including proceeds from the sale of the Private Placement Warrants, were deposited in a trust account (the “Trust Account”), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the Company’s liquidation. However, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on January 5, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash items until the earlier of consummation of its Business Combination or liquidation, as reflected in the amendment to the investment management trust agreement.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

The Company will provide the holders (the “Public Shareholders”) of its issued and outstanding Class A ordinary shares sold as part of the units in its IPO (whether they are purchased in such offering or thereafter in the open market) (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares, upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. For the avoidance of doubt, the Public Shares exclude the Class A ordinary shares held by the Sponsor after the Conversion, as defined below. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.30 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of two business days prior to the completion of the Business Combination. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions which the underwriter for the Company’s IPO has waived (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares have been issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be allocated the proceeds as determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and have been classified as such on the balance sheet until such date that a redemption event takes place.

If Company seeks shareholder approval of a Business Combination, the Company will proceed with such Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

The Company was initially required to consummate a Business Combination by July 7, 2023 (which was 18 months from the closing of IPO), which was extended to April 7, 2024, then to January 7, 2025 and further to October 7, 2025 and thereafter to February 7, 2026 (or such earlier date as determined by the board) (the “Combination Period”; see Note 10). If the Company has not consummated a Business Combination within the Combination Period, the Company may, however, elect to seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension requires the approval of the Company’s shareholders, who will be provided the opportunity at that time to redeem all or a portion of their Public Shares (which would likely have a material adverse effect on the amount held in the Trust Account and other adverse effects on the Company. In the event of Company’s liquidation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor and the Company’s directors and officers have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre- Business Combination activity. The underwriter for the Company’s IPO has waived its rights to the deferred underwriting commission (see Note 6) held in the Trust Account. In the event the Company does not complete a Business Combination within the Combination Period, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per - share value of the assets remaining available for distribution will be less than $10.30 per Public Share.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.30 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third - party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

Membership Interest Purchase Agreement

On May 23, 2023, the Sponsor entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Cartica Investors, LP and Cartica Investors II, LP (together, the “Cartica Funds”) and Namaste Universe Sponsor LLC, a Delaware limited liability company (“Namaste”). Pursuant to the Purchase Agreement, Namaste acquired from the Cartica Funds, certain membership interests in the Sponsor, which combined interests entitled Namaste to receive, in the aggregate, 3,490,949 Class B ordinary shares, par value $0.0001 per share and 15,900,000 private placement warrants (the transaction, the “Transfer”). In connection with the Transfer, the Company terminated the Forward Purchase Agreement (as defined below), amended the administrative support agreement (see Note 5), and experienced a change in its board of directors, as more fully described below within these unaudited condensed financial statements.

In connection with the Transfer, on May 23, 2023, Subramanian Ramadorai, Keki M. Mistry, Farida Khambata, Parul Bhandari, Asif Ramji and Steven J. Quamme resigned as directors of the Company’s board of directors and Steven J. Quamme resigned as interim Chief Executive Officer. Concurrently with the Transfer, holders of the Company’s Class B ordinary shares elected Suresh Guduru, Suresh Singamsetty, Kishore Kondragunta, Rana Gujral, Kyle Ingvald Parent and John F. Levy as directors of the Company’s board of directors (collectively, the “New Directors”). In addition, Kyle Ingvald Parent and Suresh Singamsetty were appointed as Class I directors with a term expiring at the Company’s first annual general meeting; John F. Levy and Kishore Kondragunta were appointed as Class II directors with a term expiring at the second annual general meeting; and Rana Gujral and Suresh Guduru were appointed as Class III directors with a term expiring at the Company’s third annual general meeting. John F. Levy, Rana Gujral and Kyle Ingvald Parent were appointed as members of the Board’s audit committee (the “Audit Committee”) and compensation, nominating and corporate governance committee, with Mr. Levy serving as the Chairman of the Audit Committee and Mr. Gujral serving as the Chairman of the compensation, nominating and corporate governance committee. The Company’s board determined that John F. Levy, Rana Gujral, Kyle Ingvald Parent and Kishore Kondragunta are each an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules.

Conversion of Founder Shares

On June 29, 2023, the Company issued an aggregate of 4,750,000 Class A ordinary shares to the Sponsor, upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share, held by the Sponsor. The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO.

Extension Meetings

On June 30, 2023, the Company held an extraordinary general meeting in lieu of an annual meeting (the “First Extension Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “First Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from July 7, 2023 to April 7, 2024 (or such earlier date as determined by the Company’s board) (the “First Extension”).

In connection with the First Extension Meeting, shareholders holding 18,785,585 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions and the Conversion, there were 8,964,415 Class A ordinary shares issued and outstanding and 1,000,000 Class B ordinary shares issued and outstanding and the Sponsor held approximately 55% of the issued and outstanding ordinary shares. On July 17, 2023, the Company paid an aggregate amount of $200,917,798 from the Trust Account to the aforementioned redeeming shareholders for the 18,785,585 Public Shares redeemed on June 30, 2023 which included interest earned through July 13, 2023, the date the redemption was processed (see Note 2).

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SEPTEMBER 30, 2025

On April 3, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Second Extension Meeting”) at which the Company’s shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “Second Charter Amendment”) to extend the date by which the Company has to consummate a Business Combination from April 7, 2024 to January 7, 2025 (the “Second Extension”). In connection with the Second Charter Amendment, the Company issued a promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the Second Extension. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and thereafter $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension, for a total amount of $360,000.

In connection with the Second Extension, shareholders holding 1,964,993 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $21.87 million (approximately $11.13 per share) was removed from the Trust Account to pay such holders. Immediately following the redemptions, there were 2,249,422 Public Shares issued and outstanding.

On January 3, 2025, the Company held an extraordinary general meeting of shareholders (the “Third Extension Meeting”) to (i) amend the Company’s amended and restated memorandum and articles of association, as amended to extend the date by which the Company has to consummate a business combination from January 7, 2025 to October 7, 2025 (the “Third Extension”) and (ii) eliminate from the amended and restated memorandum and articles of associations, as amended, that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets of less than US$5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. In connection with the Third Extension Meeting shareholders holding 901,326 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $10.56 million (approximately $11.72 per share) was removed from the Trust Account to pay such holders. Immediately following the redemptions, there were 1,348,096 Class A ordinary shares issued and outstanding.

On January 6, 2025, the Company issued a promissory note (the “Third Extension Note”) in the principal amount of up to $121,329 to the Sponsor. In connection with the Third Extension, the Company deposited in its Trust Account $40,442.88 each month (commenced on January 8, 2025 and on the 7th day of each subsequent month) for the monthly extensions through April 7, 2025, for the benefits of the Public Shares that were not redeemed in connection with the Third Extension that was approved at the Third Extension Meeting.

On April 1, 2025, the Company issued the Third Extension Note in the principal amount of up to $161,772 to the Sponsor for the second three months of the Third Extension and will accordingly deposit in the Trust Account $53,924 each month (commenced on April 8, 2025, and on the 7th day of each subsequent month) for the monthly extensions through July 7, 2025. $161,772 was drawn and outstanding under the terms of the Third Extension Note as of the date of this report.

On August 11, 2025, the Company issued a fourth promissory note (the “Fourth Extension Note”) in the principal amount of up to $202,214.40 to the Sponsor for the final three months of the Third Extension and will accordingly deposit in the Trust Account $67,404.80 each month (commencing on July 8, 2025 and on the 7th day of each subsequent month) for the monthly extensions through October 7, 2025. The principal amount of this note may be drawn down in three equal amounts of $67,404.80 per month. The Fourth Extension 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.

See Note 10 for more information on the further extension of the Combination Period connection with the Fourth Extension Meeting and the Fifth Extension Note (as both terms are defined in Note 10).

Business Combination Agreement

On June 24, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Nidar Business Combination Agreement” and the transactions contemplated by the Nidar Business Combination Agreement, the “Nidar Business Combination”), by and among the Company, Nidar Infrastructure Limited, a Cayman Islands exempted company (“Nidar”), and Yotta Data and Cloud Limited, a Cayman Islands exempted company and a wholly owned

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SEPTEMBER 30, 2025

subsidiary of Nidar (“Merger Sub”). Nidar is a data center provider for artificial intelligence and high - performance compute in India. Pursuant to the Nidar Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Nidar Business Combination Agreement, (a) Merger Sub will merge with and into Cartica (the “First Merger”), with Cartica surviving the First Merger as a direct, wholly owned subsidiary of Nidar (Cartica as the surviving entity of the First Merger, the “Surviving Entity”) and the shareholders of Cartica becoming shareholders of Nidar; and (b) Surviving Entity will merge with and into Nidar (such merger, the “Second Merger” and together with the First Merger, the “Mergers”), with Nidar (such company, as the surviving entity of the Second Merger, the “Surviving Company”) surviving the Second Merger. Concurrently with the execution and delivery of the Nidar Business Combination Agreement, (i) the Sponsor, the Company, and Nidar entered into a Lock - Up and Support Agreement (the “Sponsor Lock - Up and Support Agreement”), and (ii) Nidar, the Company, and the Nidar shareholders entered into a Lock - Up and Support Agreement (the “Nidar Shareholder Lock - Up and Support Agreement”).

Nasdaq Notices and Delisting

On September 25, 2023, the Company received a written notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), the maximum amount of time for the Company to regain compliance with the Minimum Total Holders Rule is 180 days, or until March 25, 2024 (the “Extension Period”). On April 16, 2024, the Company received a notice from Nasdaq indicating that the Company did not regain compliance with the Minimum Total Holders Rule during the Extension Period. The Company had requested a hearing before the Nasdaq Hearings Panel (the “Panel”) which stayed the suspension of trading on the Company’s securities, and the Company’s securities continued to trade on the Nasdaq Global Market while the hearing and the written decision by the Panel were in process. The Company appeared before the Panel on May 23, 2024.

On June 17, 2024, the Company received a written notice from the Panel indicating it had granted the Company’s request for continued listing on Nasdaq and transfer of its securities to the Nasdaq Capital Market from the Nasdaq Global Market, subject to the obligation that, on or before June 28, 2024, the Company will demonstrate compliance with Listing Rule 5450(a)(2). On July 11, 2024, the Company received a letter from the Nasdaq notifying the Company that Nasdaq approved the Company’s application to list its securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on July 12, 2024. On July 26, 2024, the Company received a letter from the Nasdaq notifying the Company that the Company has demonstrated compliance with Listing Rule 5450(a)(2) and thus the Panel has determined to continue the listing of the Company’s securities on Nasdaq.

On November 27, 2024, the Company received a written notice from Nasdaq indicating that the Company no longer complied with Nasdaq Listing Rule 5605 (the “Audit Committee Listing Rule”), which requires, among other things, companies with securities listed on Nasdaq to have an audit committee consisting of at least three members who are independent directors. The Company fell out of compliance with the Audit Committee Listing Rule as a result of the vacancy caused by the resignation of Kyle Ingvald Parent from the board of directors and the audit committee of the Company effective November 15, 2024.

On January 6, 2025, the Company received a letter from Nasdaq stating that, pursuant to Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), the staff of Nasdaq (“Staff”) had determined that (i) the Company’s securities would be delisted from Nasdaq, and (ii) trading of the Company’s Class A ordinary shares, warrants, and units would be suspended at the opening of business on January 13, 2025. Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its initial business combination by January 4, 2025, the Staff concluded that the Company did not comply with Rule IM-5101-2 and the Company’s securities were subsequently delisted from Nasdaq, and a Form 25-NSE was filed with the SEC on June 4, 2025.

Since January 13, 2025, the Company’s securities have been trading on the OTC market. The suspension from Nasdaq and the commencement of trading on the OTC market does not affect the Company’s previously announced business combination with Nidar, and Yotta Data and Cloud Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Nidar, as parties continue to work to effectuate the completion of that business combination. Nidar has filed a Registration Statement on Form F-4, as amended,

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SEPTEMBER 30, 2025

with the SEC in connection with the registration of its securities under the Securities Act, which includes a proxy statement of the Company (the “Nidar Registration Statement”).

The Company will remain a reporting entity under the Exchange Act, with respect to continued disclosure of financial and operational information.

Liquidity and Going Concern

As of September 30, 2025, the Company had $1,942 in its operating bank accounts and working capital deficit of $8,768,103.

In August 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Working Capital Note”). On February 16, 2024, the Working Capital Note was amended to increase the principal sum from up to $300,000 to up to $750,000. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000. On December 20, 2024, the Working Capital Note was again amended to increase the principal sum from $1,750,000 to $2,750,000. 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 Business Combination and (b) the date of the Company’s liquidation. $2,445,435 and $1,798,500 were outstanding under the Working Capital Note as of September 30, 2025 and December 31, 2024, respectively.

In April 2024, the Company issued the Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $360,000 in connection with the Second Extension. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and thereafter $40,000 on the 7th day of each subsequent month through January 7, 2025 for the benefits of Public Shares that were not redeemed in connection with the Second Extension. As of September 30, 2025 and December 31, 2024, the Company borrowed $360,000 under the terms of the Extension Note.

On January 6, 2025, the Company issued the Second Extension Note in the principal amount of up to $121,329 to the Sponsor to fund contributions in the Company’s Trust Account of $40,442.88 each month for the three months (commenced on January 8, 2025 and on the 7th day of each subsequent month) for monthly extensions through April 7, 2025. As of September 30, 2025, the Company has fully drawn the maximum amount allowed under the Second Extension Note.

On April 1, 2025, the Company issued the Third Extension Note in the principal amount of up to $161,772 to the Sponsor for the next three months of the Third Extension and will accordingly deposit in the Trust Account $53,924 each month (commenced on April 8, 2025 and on the 7th day of each subsequent month) for monthlty extensions through July 7, 2025. $161,772 was drawn and outstanding under the terms of the Third Extension Note as of the date of this Quarterly Report on Form 10 - Q for the quarterly period ended September 30, 2025 (the “Report”).

On August 11, 2025, the Company issued the Fourth Extension Note in the principal amount of up to $202,214.40 to the Sponsor for the final three months of the Third Extension and will accordingly deposit in the Trust Account $67,404.80 each month (commencing on July 8, 2025 and on the 7th day of each subsequent month) for monthly extensions through October 7, 2025. The principal amount of this note may be drawn down in three equal amounts of $67,404.80 per month. The Fourth Extension 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 total amount drawn and outstanding under all the promissory notes issues by the Company as of September 30, 2025 and December 31, 2024 was $3,290,750 and $2,158,500, respectively.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

The Company may need to raise further additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company has until February 7, 2026 to consummate a Business Combination. If a Business Combination is not consummated by then, the Company may, however, elect to seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension requires the approval of the Company’s shareholders, who will be provided the opportunity at that time to redeem all or a portion of their Public Shares (which would likely have a material adverse effect on the amount held in the Trust Account and other adverse effects on the Company. Should a Business Combination not occur, there may be a mandatory liquidation and subsequent dissolution. Additionally, the Company does not have sufficient liquidity to fund the working capital needs of the Company through February 7, 2026, or through twelve months from the filing of this Report. Management of the Company has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the filing of this Report. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 7, 2026.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the SEC on March 31, 2025 (the “2024 Annual Report”). The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the accompanying unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents at September 30, 2025 and December 31, 2024.

Cash Held in Trust Account

At September 30, 2025 and December 31, 2024, all of the assets in the Trust Account were in the form of cash held in an interest-bearing demand deposit account.

Offering Costs associated with the IPO

The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering costs consist of underwriting fees, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and offering costs associated with the Class A ordinary shares have been charged to temporary equity at the completion of the IPO. The Company incurred offering costs amounting to $13,295,086 as a result of the IPO (consisting of $12,650,000 of underwriting fees and $645,086 of other offering costs). The Company recorded $12,916,743 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $378,343 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

On April 14, 2023, J.P. Morgan Securities LLC (“J.P. Morgan”), the underwriter for the IPO of the Company, terminated its association with the Company and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $8,050,000 in connection with its role as underwriter in the Company’s IPO. As a result, the Company recognized $214,220 of other income on the Company’s unaudited condensed statements of operations attributable to the derecognition of deferred underwriting fees allocated to offering costs and $7,835,780 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying unaudited condensed financial statements (see Note 6).

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands or any other taxable jurisdiction. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not engaged in a U.S. trade or business at this time.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

●

Level 1, Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

●

Level 2, Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

●

Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liabilities

The Company accounts for the 27,400,000 warrants issued in connection with the IPO and the concurrent private placement of warrants, consisting of 11,500,000 Public Warrants and 15,900,000 Private Placement Warrants (inclusive of the exercise of the underwriter’s over-allotment option), in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at fair value. This liability will be subject to re-measurement at each balance sheet date, with any change in fair value being recognized in the Company’s statement of operations for the period ended on such date. Each fair value determination will be based upon a valuation obtained from a third-party valuation firm as and when necessary (See Note 8).

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO have been issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity have been allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of the events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.

In connection with the First Extension Meeting (see Note 1), shareholders holding 18,785,585 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions and the Conversion, there were 8,964,415 Class A ordinary shares issued and outstanding and 1,000,000 Class B ordinary shares issued and outstanding. On July 17, 2023, the Company paid an aggregate amount of $200,917,798 to the aforementioned redeeming shareholders for the 18,785,585 Class A ordinary shares redeemed on June 30, 2023 which included interest earned through July 13, 2023, the date the redemption was processed.

In connection with the Second Extension Meeting (see Note 1), shareholders holding 1,964,993 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions, there were 6,999,422 Class A ordinary shares issued and outstanding and 1,000,000 Class B ordinary shares issued and outstanding. On April 8, 2024, the Company paid an aggregate amount of $21,871,605 to the aforementioned redeeming shareholders for the 1,964,993 Public Shares redeemed on April 3, 2024 which included interest earned through April 8, 2024, the date the redemption was processed.

In connection with the Third Extension Meeting (see Note 1), shareholders holding 901,326 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Following the redemptions, there were 6,098,096 Class A ordinary shares issued and outstanding and 1,000,000 Class B ordinary shares issued and outstanding. On January 6,

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

2025, the Company paid an aggregate amount of $10,561,755 to the aforementioned redeeming shareholders for the 901,326 Public Shares redeemed on January 3, 2025, which included interest earned through January 6, 2025, the date the redemption was processed.

As of September 30, 2025 and December 31, 2024, the amount of Public Shares reflected on the balance sheet are reconciled in the following table:


	Number of
	shares	$
Class A ordinary shares subject to possible redemption as of December 31, 2023	4,214,415	46,305,735
Less:
Redemption of shares	(1,964,993)	(21,871,605)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	1,921,606
Class A ordinary shares subject to possible redemption as of December 31, 2024	2,249,422	26,355,736
Less:
Redemption of shares	(901,326)	(10,561,755)
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	292,320
Class A ordinary shares subject to possible redemption as of March 31, 2025	1,348,096	16,086,301
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	331,811
Class A ordinary shares subject to possible redemption as of June 30, 2025	1,348,096	16,418,112
Plus:
Remeasurement of Class A ordinary shares to redemption amount	—	376,111
Class A ordinary shares subject to possible redemption as of September 30, 2025	1,348,096	16,794,223

Net (Loss) Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares are excluded from the (loss) income per ordinary shares as the redemption value approximates fair value.

The Company calculates its earnings per share by allocating net (loss) income pro rata to its Class A and Class B ordinary shares and bases on any redemption and restriction features. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the (loss) income of the Company.

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 27,400,000 Class A ordinary shares in the aggregate. As of September 30, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30,
	2025				2024
	Class A		Class A and B		Class A		Class A and B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(667,350)	$	(2,846,431)	$	17,127	$	43,781
Denominator
Basic and diluted weighted average ordinary shares outstanding		1,348,096		5,750,000		2,249,422		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.50)	$	(0.50)	$	0.01	$	0.01


	For the Nine Months Ended September 30,
	2025				2024
	Class A		Class A and B		Class A		Class A and B
	redeemable		non-redeemable		redeemable		non-redeemable
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	518,519	$	2,195,498	$	(2,634,235)	$	(5,180,991)
Denominator
Basic and diluted weighted average ordinary shares outstanding		1,358,001		5,750,000		2,923,544		5,750,000
Basic and diluted net income (loss) per ordinary share	$	0.38	$	0.38	$	(0.90)	$	(0.90)

Recent accounting pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

Pursuant to the IPO, the Company sold 23,000,000 Units (which included 3,000,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrants”).

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SEPTEMBER 30, 2025

Public Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share warrant redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share warrant redemption trigger price described below under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The warrants cannot be exercised until 30 days after the completion of the Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless the Class A ordinary shares issuable upon exercise of the warrants have been registered under the Securities Act or a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

If the holders exercise their warrants on a cashless basis, they will pay the warrant exercise price by surrendering warrants for the number of Class A ordinary shares equal to (x) the number of Class A ordinary shares underlying the warrants multiplied by the excess of the “fair market value” (as defined in the next sentence) of the Class A ordinary shares over the exercise price of the warrants, divided by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for Private Placement Warrants held by the Sponsor or its permitted transferees):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”), provided that prior to such redemption such holders will be able to exercise their warrants according to their usual exercise rights (i.e., on a cash basis); and

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SEPTEMBER 30, 2025

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, and certain additional terms and conditions are met.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed;

●

at a price of $0.10 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; provided that prior to such redemption holders will not only be able to exercise their warrants according to their usual exercise rights, but also on a cashless basis and receive the number of shares determined based on the redemption date and the “fair market value” (as defined above) of the Class A ordinary shares except as otherwise described in the warrant agreement; and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, and certain additional terms and conditions are met.

The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

NOTE 4. PRIVATE PLACEMENT

The Sponsor purchased 15,900,000 Private Placement Warrants (which included 1,500,000 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option) at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $15,900,000 in a private placement that occurred simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants have been added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable (except as described in Note 3 under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If they are held by holders other than the Sponsor or its permitted transferees, the Private

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants included in the Units being sold in the IPO.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On February 9, 2021, the Company issued 7,187,500 Class B ordinary shares to the Sponsor in consideration for the Sponsor paying certain offering and formation costs on behalf of the Company of $25,000 (the “Founder Shares”). Also on February 9, 2021, the Sponsor granted 1,078,125 Founder Shares, with a total fair value of $3,234, to the Company’s executive officers and consultant. On April 24, 2021, the Sponsor transferred 75,000 Founder Shares to each of its former directors, for a total of 300,000 Founder Shares, with a total fair value of $900, resulting in the Sponsor holding 6,887,500 Founder Shares. On October 29, 2021, the Sponsor granted a former director a membership interest in the Sponsor representing an indirect interest in 75,000 Founder Shares, with a fair value of $225. On October 31, 2021, the Sponsor surrendered 1,437,500 Founder Shares, reducing the total number of Founder Shares outstanding to 5,750,000 Founder Shares (see Note 7). The Founder Shares included an aggregate of up to 750,000 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised, so that the total number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the IPO. As of January 7, 2022, the over-allotment option was fully exercised, and such shares are no longer subject to forfeiture.

The Sponsor and the Company’s directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) One year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. In addition, the Sponsor has agreed that its Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and 25% each on the attainment and maintenance of certain shareholder return targets based on share trading prices and any dividends paid. Certain events could trigger immediate vesting under certain circumstances. Sponsor Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled and forfeited by the Sponsor.

On May 23, 2023, the Sponsor entered into the Purchase Agreement with the Cartica Funds and Namaste. Pursuant to the Purchase Agreement, Namaste acquired from the Cartica Funds, certain membership interests in the Sponsor, which combined interests will entitle Namaste to receive, in the aggregate, 3,490,949 Class B ordinary shares and 15,900,000 Private Placement Warrants (see Note 1).

On June 29, 2023, the Company issued an aggregate of 4,750,000 Class A ordinary shares to the Sponsor, upon the Conversion of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share, held by the Sponsor. The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

Promissory Notes — Related Party

On February 9, 2021, the Company issued a promissory note (the “First Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On September 20, 2021, the Promissory Note was amended to increase the borrowable amount to $350,000 and to extend the maturity date, and on November 15, 2021 to further extend the maturity date. The amended Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the completion of the IPO. At the consummation of the IPO, the outstanding balance of $244,225 for the First Promissory Note was paid in full by the Company. As of September 30, 2025 and December 31, 2024, no additional amount may be borrowed under this note.

In August 2023, the Company issued the Working Capital Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On February 16, 2024, the Working Capital Note was amended to increase the principal sum from up to $300,000 to up to $750,000. In April 2024, the Working Capital Note was amended to increase the principal sum from up to $750,000 to up to $1,250,000. On June 24, 2024, the Working Capital Note was further amended to increase the principal sum from $1,250,000 to $1,750,000. On December 20, 2024, the Working Capital Note was again amended to increase the principal sum from $1,750,000 to $2,750,000. 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 Business Combination and (b) the date of the Company’s liquidation. $2,445,435 and $1,798,500 was outstanding under the Working Capital Note as of September 30, 2025 and December 31, 2024, respectively.

In April 2024, the Company issued the Extension Note to the 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, 2025. The Company first deposited in its Trust Account $40,000 on April 7, 2024, and thereafter $40,000 on the 7th day of each subsequent month through January 7, 2025, for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved at the Second Extension Meeting. $360,000 was drawn and outstanding under the terms of the Extension Note as of September 30, 2025.

On January 6, 2025, the Company issued the Second Extension Note in the principal amount of up to $121,329 to the Sponsor to fund contributions in the Company’s Trust Account of $40,442.88 each month for three months (commencing on January 8, 2025 and on the 7th day of each subsequent month) for the monthly extensions through April 7, 2025. $121,329 was drawn and outstanding under the terms of the Second Extension Note.

On April 1, 2025, the Company issued the Third Extension Note in the principal amount of up to $161,772 to the Sponsor for the next three months of the Third Extension and accordingly deposits in the Trust Account $53,924 each month (commenced on April 8, 2025 and on the 7th day of each subsequent month) for the monthly extensions through July 7, 2025. $161,772 was drawn and outstanding under the terms of the Third Extension Note as of the date of this Report.

On August 11, 2025, the Company issued the Fourth Extension Note in the principal amount of up to $202,214 to the Sponsor for the final three months of the Third Extension and will accordingly deposit in the Trust Account $67,404.80 each month (commencing on July 8, 2025 and on the 7th day of each subsequent month) for the monthly extensions through October 7, 2025. The principal amount of this note may be drawn down in three equal amounts of $67,404.80 per month. The Fourth Extension 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. $202,214 was drawn and outstanding under the terms of the Third Extension Note as of the date of this Report.

The total amount drawn and outstanding under all promissory notes issued by the Company as of September 30, 2025 and December 31, 2024 was $3,290,750 and $2,158,500, respectively.

Loans – Related Party

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

Administrative Support Agreement

On January 4, 2022, the Company entered into an agreement to pay the Sponsor $930,000 over eighteen months beginning at the closing of the IPO, for the following administrative support expenses: (i) cash compensation to Mr. Goel, the Company’s Chief Executive Officer, in the form of an annual salary of $312,000; (ii) cash compensation to Mr. Coad, the Company’s Chief Operating Officer and Chief Financial Officer, in the form of an annual salary of $200,000; and (iii) $9,000 per month for office space, utilities and research, analytical, secretarial and administrative support, which the Sponsor is expected to source principally from Cartica Management, LLC (“Cartica Management”). In addition, at the closing of the IPO, the Company paid the Sponsor an aggregate amount of $601,167 of which $549,000 represented compensation and bonuses paid to Mr. Goel and Mr. Coad for their services through the closing of the IPO and $51,667 represented a prepayment of administrative support expenses for January 2022, to be amortized over the service period. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these amounts (in the case of the officer compensation, after 30 days’ notice). On May 23, 2023, in connection with the Transfer (see Note 1), the Company and the Sponsor entered into an amendment to the administrative support agreement (the “Amended Administrative Support Agreement”), pursuant to which the Company has ceased to pay the Sponsor for (i) the cash compensation to the Chief Executive Officer in the form of an annual salary of $312,000 and (ii) $9,000 per month for office space, utilities, and research, analytical, secretarial and administrative support. Per the Amended Administrative Support Agreement the Sponsor shall (i) pay to the Company’s Chief Operating Officer and Chief Financial Officer an annual cash salary of $200,000, in substantially equal periodic installments, and bonuses of up to $150,000; and (ii) make available, or cause to be made available, to the Company, at a location mutually agreed by the Parties (or any successor location of Sponsor), office space, utilities, and research, analytical, secretarial and administrative support, as may be reasonably required by the Company. In exchange for these services, the Company shall pay Sponsor $16,666.67 per month with the first payment due on or around May 31, 2023 and continuing monthly thereafter until the termination date as defined in the agreement. For the three and nine months ended September 30, 2025 and 2024, the Company incurred and paid $50,000 and $150,000 of fees for these services, respectively.

Anchor Investors

Cartica Investors, LP and Cartica Investors II, LP, two private funds that are affiliates of Cartica Management purchased an aggregate of 1,980,000, or 9.9%, of the Units in the IPO (excluding the Units issued pursuant to the full exercise of the underwriter’s over-allotment option), at the public offering price of $10.00 per Unit for an aggregate amount of $19,800,000.

Non-Redemption Agreements

On June 16, 2023 and June 26, 2023, the Company entered into certain non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated institutional investors (the “Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 3,850,000 Class A ordinary shares, par value $0.0001 per share held by the Holders, in connection with the Meeting. In consideration of the foregoing agreement, the Company shall issue to the Holders an aggregate of 962,500 Class A ordinary shares (the “New Shares”) substantially concurrently with or immediately after, the closing of a Business Combination. The Holders will be entitled to the same registration rights set forth in that certain Registration and Shareholder Rights Agreement, dated as of January 4, 2022, among Cartica Acquisition Partners, LLC, the Company and the other parties thereto, in respect of all the New Shares held by the Holders.

The Company estimated the aggregate fair value of the 962,500 Class A ordinary shares attributable to the non-redeeming shareholders to be $158,139 or $0.1643 per share. The fair value of the Class A ordinary shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, it was recognized by the Company as a capital contribution by the Sponsor to induce them not to redeem, with a corresponding charge to additional paid in capital to recognize the fair value of the

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

shares transferred as an offering cost in the Company’s statements of changes in the shareholder’s deficit for the year ended December 31, 2023.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s ability to complete an initial business combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial business combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial business combination.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of January 7, 2022, the over-allotment was fully exercised.

The underwriter received a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate (which included an additional $600,000 received pursuant to the full exercise of the over-allotment option), which was paid at closing of the IPO. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate (which included an additional $1,050,000 received pursuant to the full exercise of the over-allotment option). The deferred fee would have been payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On April 14, 2023, J.P. Morgan, the underwriter for the IPO of the Company, terminated its association with the Company and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $8,050,000 in connection with its role as underwriter in the Company’s IPO. As a result, the Company recognized $214,220 of other income on the Company’s unaudited condensed statements of operations attributable to the derecognition of deferred underwriting fees allocated to offering costs in the accompanying unaudited condensed statements of operations and $7,835,780 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying statements of changes in shareholders’ deficit for the period ended June 30, 2023.

Forward Purchase Agreement

The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Cartica Funds, pursuant to which the Cartica Funds agreed to subscribe for an aggregate of up to 3,000,000 forward purchase shares for $10.00 per share (the “Forward Purchase Shares”), or up to $30,000,000 in the aggregate, in a private placement to close substantially concurrently with the

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

closing of the Company’s Business Combination, subject to approval at such time by the Cartica Management investment committee. Under the Forward Purchase Agreement, the forward purchase investors (i) must vote any Class A ordinary shares owned by them at the time of any shareholder vote to approve a proposed Business Combination in favor of such proposed Business Combination, and (ii) would be entitled to registration rights with respect to the Forward Purchase Shares and any other Class A ordinary shares acquired by the forward purchase investors, including any acquired subsequent to the completion of the Business Combination. The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to the sellers in the Company’s Business Combination, expenses in connection with the Company’s Business Combination or for working capital in the post-Business Combination company. These purchases would be required to be made regardless of whether any Class A ordinary shares are redeemed by the Company’s Public Shareholders. The Forward Purchase Shares would be issued only in connection with the closing of the Business Combination.

On October 13, 2022, the Company was advised by Cartica Management that the Cartica Funds would be liquidated in the first half of 2023.

On March 14, 2023, the Company received a written notice from Cartica Management advising the Company that the investment committee of Cartica Management had determined that it would not approve the purchase of any Forward Purchase Shares and therefore the Cartica Funds would not purchase any of the Forward Purchase Shares in connection with the Business Combination or otherwise. On May 23, 2023, in connection with the Transfer, the Company and Cartica Funds entered into an agreement to terminate the rights and obligations of the Company and the Cartica Funds under Forward Purchase Agreement. As a result, the Company may lack sufficient funds to consummate the Business Combination.

Service Provider Agreements

The Company has entered into various arrangements with certain business advisors, consultants, and investment institutions to assist the Company with identifying potential targets in connection with the Company’s initial Business Combination, provide certain advisory services, and negotiate terms in connection with the Company’s initial Business Combination. In connection with these arrangements, the Company may be required to pay such business advisors, consultants, and investment institutions certain contingent fees related to their services to the extent that certain conditions are met. The conditions include, but are not limited to, either (i) signing of a letter of intent with a specific target, (ii) signing a business combination agreement with a specific target, and/or (iii) the successful consummation of an initial Business Combination with a specific target. The contingent fees related to the arrangements entered into as of September 30, 2025, are based on either (i) a percentage of total consideration paid or, (ii) a fixed fee; in either case not to exceed an aggregate amount of $6.0 million. No fees are currently payable under these arrangements.

On June 13, 2023, the Company and the Sponsor entered into an agreement with a service provider whereby upon approval of the First Extension, which occurred on June 30, 2023, $100,000 was due and payable to the service provider. In addition, upon the consummation of the Company’s Business Combination, the service provider will earn and receive an additional $100,000 cash payment from the Company and acquire 50,000 Founder Shares from the Sponsor at $0.003 per share, the original purchase price of such shares. The aggregate fair value of the Founder Shares as of June 30, 2023, the date the shareholders approved the First Extension, was $8,215 or $0.1643 per Founder Share. During the twelve month period ended December 31, 2023, the Company recognized and paid $100,000 of fees. No fees were recognized or paid in 2024. As of September 30, 2025, no fees were recognized or paid.

On January 12, 2024, July 22, 2024 and July 30, 2024, the Company engaged a consortium of financial advisors in connection with the Nidar Business Combination Agreement as disclosed in Note 1 to act as placement agents for the Company in connection with the proposed offer and private placement of equity or equity-linked securities. In compensation for the services the Company shall pay financial advisors a transaction fee delineated in following tranches:

5.00% of the gross proceeds up to $250 million, plus

4.00% of the gross proceeds in excess of $250 million.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

For the three and nine months ended September 30, 2025, the Company did not record any advisory fee for the placement agents. On March 31, 2025, one of the members of the consortium of financial advisors withdrew from the engagement.

Such engagement agreements with the placement agents expired during the third quarter of 2025 upon the completion of their terms.

The Company and Nidar have both incurred and expect to continue to incur significant, non-recurring costs in connection with consummating the Nidar Business Combination and operating as a public company following the consummation of the Nidar Business Combination. All expenses incurred in connection with the Nidar Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Nidar following the Closing.

Amendment to the Nidar Business Combination Agreement

On December 31, 2024, the Company, Nidar and Merger Sub entered into an amendment to the Nidar Business Combination Agreement. Such amendment, among other things, provides that (a) the Company will take such actions as are reasonably necessary to apply for and effect the qualification of the Company’s publicly-traded securities for trading on OTC markets, which qualification will take effect no later than ten business days following any delisting of the Company’s securities from Nasdaq on January 4, 2025 (the “Nasdaq Delisting Date”), (b) the Company will use its reasonable best efforts to ensure that the Company’s publicly-traded securities continue to be qualified to trade on the OTC markets from and after the Nasdaq Delisting Date until the Closing, (c) the Company will cooperate with Nidar and use reasonable best efforts to take such actions as are reasonably necessary or advisable to cause the Company’s publicly-traded securities to be delisted from the OTC markets and deregistered under the Exchange Act as soon as practicable following the First Effective Time (as defined in the Nidar Business Combination Agreement), and (d) the Termination Date (as defined in the Business Combination Agreement) be extended to January 7, 2026.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. On September 30, 2023, in connection with the First Extension Meeting, shareholders holding 18,785,585 Class A ordinary shares exercised their right to redeem such shares (see Note 1). On April 3, 2024, in connection with the Second Extension Meeting, shareholders holding 1,964,993 Class A ordinary shares exercised their right to redeem such shares. On January 3, 2025, in connection with the Second Extension Meeting, shareholders holding 901,326 Class A ordinary shares exercised their right to redeem such shares (see Note 1). At September 30, 2025 and December 31, 2024, there were 4,750,000 Class A ordinary shares issued and outstanding (excluding 1,348,096 and 2,249,422 shares subject to redemption), respectively.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

Class B Ordinary Shares

The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. On June 29, 2023, the Company issued an aggregate of 4,750,000 Class A ordinary shares to the Sponsor, upon the Conversion of an equal number of the Company’s Class B ordinary shares, held by the Sponsor (see Note 1). The Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s IPO. At September 30, 2025 and December 31, 2024, there were 1,000,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s Business Combination.

The remaining Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis.

NOTE 8. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		September 30,		December 31,
Description	Level	2025		2024
Liabilities:
Warrant liabilities – Public Warrants	1	$	1,725,000	$	3,105,000
Warrant liabilities – Private Placement Warrants	3	$	2,385,000	$	4,293,000

Warrant Liabilities

The Public Warrants and the Private Placement Warrants have been accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying unaudited condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations.

The Company used both the Black-Scholes Merton formula and a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants at Initial Measurement. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to ordinary shares subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Public Warrants and Private Placement Warrants are classified within Level 3 of the fair value hierarchy at Initial Measurement due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. At

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

initial measurement, the Company estimated the selected volatility of its ordinary shares based on the implied volatility of comparable SPAC warrants. Effective February 25, 2022, the Public Warrants began trading separately.

As of September 30, 2025 and December 31, 2024, the value of Public Warrants is based on observable trading prices.

As of September 30, 2025 and December 31, 2024, in order to value the Private Placement Warrants, the Company compared the expected fair value of the Public Warrants using a Monte Carlo simulation model to the trading value of the Public Warrants to calculate an implied volatility and probability of successful Business Combination. The inputs used in the Monte Carlo analysis included implied volatility, expected risk-free interest rate and expected life of the Public Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Public Warrants following a successful Business Combination. The Company used the contractual five-year life as the expected life of the Public Warrants. The Company then applied a Black-Scholes formula to estimate the fair value of the Private Placement Warrants.

The key inputs into the Black-Scholes Merton formula for the Private Placement Warrants were as follows at September 30, 2025 and December 31, 2024:


	September 30,			December 31,
Input	2025			2024
Risk-free interest rate		3.74	%		4.38	%
Expected term (years)		5.00			5.00
Expected volatility		1.0	%		1.0	%
Exercise price	$	11.50		$	11.50
Stock price of Class A ordinary share	$	12.50		$	11.82

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:


	Private
	Placement
	Warrants
Fair value at December 31, 2024	$	4,293,000
Change in fair value		(318,000)
Fair value at March 31, 2025		3,975,000
Change in fair value		(3,498,000)
Fair value at June 30, 2025		477,000
Change in fair value		1,908,000
Fair value at September 30, 2025	$	2,385,000


	Private
	Placement
	Warrants
Fair value at December 31, 2023	$	636,000
Change in fair value		1,272,000
Fair value at March 31, 2024		1,908,000
Change in fair value		1,113,000
Fair value at June 30, 2024		3,021,000
Change in fair value		(477,000)
Fair value at September 30, 2024	$	2,544,000

Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers from Level 3 during the reporting periods presented.

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

As of December 31, 2024, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.27 and $0.27 per warrant for aggregate value of $4,293,000 and $3,105,000, respectively.

As of September 30, 2025, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.15 and $0.15 per warrant for aggregate value of $2,385,000 and $1,725,000, respectively.

NOTE 9. SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision makers have been identified as the Chief Financial Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:


	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2025		2024		2025		2024
Operating and formation costs	$	399,677	$	1,093,388	$	1,088,910	$	5,676,521
Interest income on marketable securities held in Trust Account	$	173,896	$	332,296	$	514,927	$	1,264,295


	September 30, 2025		December 31, 2024
Total assets	$	16,797,306	$	26,378,456

The key measures of segment profit or loss reviewed by our CODM are interest earned on the Trust Account and general and administrative expenses. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The measure of segment assets is reported on the accompanying condensed balance sheets as total assets.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occur after the balance sheet date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On October 3, 2025, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Fourth Extension Meeting”) to (i) amend the Company’s amended and restated memorandum and articles of association, as amended, to extend the date by which the Company has to consummate a business combination from October 7, 2025 to February 7, 2026 (the “Fourth Extension”) and (ii) ratify the selection by the Company’s audit committee, and appointment, of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025. In connection with the Fourth Extension Meeting, shareholders holding 420,537 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $5.2 million (approximately $12.46 per Public Share) was removed from the

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CARTICA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

Trust Account to pay such holders (the “Fourth Extension Redemptions”). Immediately following the Fourth Extension Redemptions, there were 927,559 Class A ordinary shares issued and outstanding.

On October 7, 2025, in connection with the Fourth Extension Meeting, the Company issued a promissory note in the aggregate principal amount of up to $148,409.44 (the “Fifth Extension Note”) to the Sponsor, pursuant to which $148,409.44 is to be deposited into the Trust Account for the benefit of the public shareholders who did not redeem in the Fourth Extension Redemptions. The Company will deposit $37,102.36 per month into the Trust Account, which equates to approximately $0.04 per remaining Public Share, for each monthly period (commencing on October 8, 2025 and ending on the 7th day of each subsequent month) until February 7, 2026, or portion thereof, that is needed to complete the Business Combination, for up to an aggregate of $148,409.44. On October 9, 2025, the Company deposited $37,102.36 into the Trust Account for the first month’s extension of the Combination Period under the Fourth Extension. On November 10, 2025, the Company deposited $37,102.36 into the Trust Account for the second month’s extension of the Combination Period under the Fourth Extension.

Subsequent to September 30, 2025, the Company borrowed an additional $149,295 under the Working Capital Note, resulting in a total outstanding balance of $2,594,731 under the terms of the Working Capital Note as of the date of this Report.

On October 9, 2025, following the Fourth Extension Redemptions, the Company deposited the funds remaining in the Trust Account of $11,589,551 in U.S. government securities meeting certain conditions under Rule 2a-7 of the Investment Company Act. The Company intends to so maintain the funds in the Trust Account until the earlier of the consummation of the business combination and the Company’s liquidation. The monthly contributions to the Trust Account made in connection with the Fourth Extension remain held in an interest-bearing demand deposit account.

On November 2, 2025, the Company entered into an agreement with Oppenheimer & Co. Inc. (“Oppenheimer”) to advise on the Nidar Business Combination, including capital markets advisory services as well as placement agent services (“Placement Services”).

In connection with the provision of capital markets advisory services, the Company agreed to pay Oppenheimer a cash fee of $2,000,000, payable subject to and upon the consummation of the Nidar Business Combination.

In connection with the Placement Services:

(i)

to the extent any strategic investors participate in the Placement Services, the Company shall pay Oppenheimer a reduced fee in the amount equal to the product of (i) 2.00% multiplied by (ii) 70% of the gross proceeds raised from such strategic investor(s);

(ii)

the Company shall pay Oppenheimer a cash fee on any gross proceeds raised from investors who are not strategic investors and are identified to the Company by Oppenheimer in an amount equal to the product of (i) 6.0% multiplied by (ii) the first $200 million in the aggregate of such gross proceeds plus an amount equal to the product of (i) 4.0% multiplied by (ii) such gross proceeds in excess of $200 million, in each case then multiplied by 70% (the “Base Placement Fee”). For the avoidance of doubt, gross proceeds raised by strategic investors will not count towards the Base Placement Fee.

On November 5, 2025, the Nidar Registration Statement went effective.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. We have based these forward-looking statements on our management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements.”

Overview

We were incorporated in the Cayman Islands on February 3, 2021 and formed for the purpose of effecting a business combination with one or more businesses.

We have until February 7, 2026 (or such earlier date as determined by the board of directors) to complete the Nidar Business Combination. If we have not completed the Nidar Business Combination within such period of time, we may, however, elect to seek to further extend the Combination Period by amending our amended and restated memorandum and articles of incorporation. Such an amendment would require the approval of our public shareholders, who will be provided the opportunity to redeem all or a portion of their public shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization.

If we have not consummated the Nidar Business Combination during such time, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Nidar Business Combination within the period of time provided in our amended and restated memorandum and articles of association.

Recent Developments

On October 3, 2025, we held the Fourth Extension Meeting to (i) amend the amended and restated memorandum and articles of association, to extend the date by which we have to consummate a business combination from October 7, 2025 to February 7, 2026. and (ii) ratify the selection by our Company’s audit committee, and appointment, of CBIZ CPAs P.C. to serve as our independent registered public accounting firm for the year ending December 31, 2025. In connection with the Fourth Extension Meeting, shareholders holding 420,537 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $5.2 million (approximately $12.46 per Public Share) was removed from the Trust Account to pay such holders. Immediately following the Fourth Extension Redemptions, there were 927,559 Class A ordinary shares issued and outstanding.

On October 7, 2025, in connection with the Fourth Extension Meeting, we issued Fifth Extension Note in the aggregate principal amount of up to $148,409.44 to the Sponsor, pursuant to which $148,409.44 is to be deposited into the Trust Account for the benefit of the

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public shareholders who did not redeem in the Fourth Extension Redemptions. We will deposit $37,102.36 per month into the Trust Account, which equates to approximately $0.04 per remaining Public Share, for each monthly period (commencing on October 8, 2025 and ending on the 7th day of each subsequent month) until February 7, 2026, or portion thereof, that is needed to complete the Business Combination, for up to an aggregate of $148,409.44. On October 9, 2025, we deposited $37,102.36 into the Trust Account for the first month’s extension of the Combination Period under the Fourth Extension. On November 10, 2025, we deposited $37,102.36 into the Trust Account for the second month’s extension of the Combination Period under the Fourth Extension.

Subsequent to September 30, 2025, we borrowed an additional $149,295 under the Working Capital Note, resulting in a total outstanding balance of $2,594,731 under the terms of the Working Capital Note as of the date of this Report.

On October 9, 2025, following the Fourth Extension Redemptions, we deposited the funds remaining in the Trust Account of $11,589,551 in U.S. government securities meeting certain conditions under Rule 2a-7 of the Investment Company Act. We intend to so maintain the funds in the Trust Account until the earlier of the consummation of the business combination and our liquidation. The monthly contributions to the Trust Account made in connection with the Fourth Extension remain held in an interest-bearing demand deposit account.

On November 2, 2025, we entered into an agreement with Oppenheimer to advise on the Nidar Business Combination, including capital markets advisory services as well as placement agent services.

In connection with the Placement Services:

(i)

to the extent any strategic investors participate in the Placement Services, we shall pay Oppenheimer a reduced fee in the amount equal to the product of (i) 2.00% multiplied by (ii) 70% of the gross proceeds raised from such strategic investor(s);

(ii)

we shall pay Oppenheimer a cash fee on any gross proceeds raised from investors who are not strategic investors and are identified to us by Oppenheimer in an amount equal to the product of (i) 6.0% multiplied by (ii) the first $200 million in the aggregate of such gross proceeds plus an amount equal to the product of (i) 4.0% multiplied by (ii) such gross proceeds in excess of $200 million, in each case then multiplied by 70%. For the avoidance of doubt, gross proceeds raised by strategic investors will not count towards the Base Placement Fee.

On November 5, 2025, the Nidar Registration Statement went effective.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our activities from February 3, 2021 (inception) through September 30, 2025 were organizational activities, the IPO and identifying a target company and negotiating the terms of a Business Combination, including Nidar. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash held in the Trust Account. We incur expenses as a result of being a public company (including for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2025, we had a net loss of $3,513,781, which consists of interest income on cash held in the Trust Account of $173,896, partially offset by change in fair value of warrant liabilities of $3,288,000, and operating and formation costs of $399,677.

For the three months ended September 30, 2024, we had a net income of $60,908, which consists of change in fair value of warrant liabilities of $822,000 and interest income on cash and marketable securities held in the Trust Account of $332,296, offset by operating and formation costs of $1,093,388.

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For the nine months ended September 30, 2025, we had a net income of $2,714,017, which consists of change in fair value of warrant liabilities of $3,288,000 and interest income on cash held in the Trust Account of $514,927, partially offset by operating and formation costs of $1,088,910.

For the nine months ended September 30, 2024, we had a net loss of $7,815,226, which consists of change in fair value of warrant liabilities of $3,403,000 and operating and formation costs of $5,676,521, offset by interest income on cash and marketable securities held in the Trust Account of $1,264,295.

Liquidity, Capital Resources and Going Concern

On January 7, 2022, we completed the sale of 23,000,000 Units at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Simultaneously with the closing of the IPO, we completed the private sale of an aggregate of 15,900,000 Private Placement Warrants at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of $15,900,000.

In August 2023, we issued the Working Capital Note to the Sponsor. On February 16, 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 note was then amended to increase the principal sum from $1,250,000 to $1,750,000 on June 24, 2024. On December 20, 2024, the note was again amended to increase the principal sum from $1,750,000 to $2,750,000.

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 Business Combination and (b) the date of the Company’s liquidation. As of September 30, 2025, $2,445,435 was drawn and outstanding under terms of the promissory note and $304,565 may be further borrowed under this note.

For the nine months ended September 30, 2025, cash used in operating activities was $646,921. Net income of $2,714,017 was affected by interest earned on cash held in the Trust Account of $514,927 and change in fair value of warrant liabilities of $3,288,000. Changes in operating assets and liabilities provided $441,989 of cash for operating activities.

For the nine months ended September 30, 2024, cash used in operating activities was $1,166,160. Net loss of $7,815,226 was affected by interest earned on marketable securities held in the Trust Account of $1,264,295 and change in fair value of warrant liabilities of $3,403,000. Changes in operating assets and liabilities provided $4,510,361 of cash for operating activities.

As of September 30, 2025, we had cash held in the Trust Account of approximately $16,794,222 (including $2,908,834 of interest expense). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2025, we had cash of $1,942. We intend to use the funds held outside the Trust Account and any additional borrowing to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

On January 5, 2024, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

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Account for the benefits of Public Shares that were not redeemed in connection with the Second Extension that was approved by our shareholders. We deposited a total of $360,000 in the Trust Account as of September 30, 2025.

In connection with the Third Extension, our Sponsor has agreed to contribute to us a loan (commenced on January 8, 2025 and on the 7th day of each subsequent month) until October 7, 2025. For the first three months of the Third Extension (commencing on January 8, 2025 and on the 7th day of each subsequent month) for the monthly extensions through April 7, 2025, our Sponsor contributed to us as a loan three equal amounts of $40,443 per month. The amount of each contribution of such loan does not bear interest and will be repayable by us to the Sponsor or its designees upon the earlier of (i) the date of the consummation of our Business Combination, and (ii) the date of our liquidation. On January 6, 2025, we issued the Second Extension Note for a total amount of $121,329, which was used to make the three monthly extension payments of $40,443 per month, which have been deposited in the Trust Account, to extend the Combination Period through April 7, 2025. As of the date of this Report, $121,329 has been drawn and is outstanding under the terms of the Second Extension Note.

On April 1, 2025, the Company issued the Third Extension Note in the principal amount of up to $161,772 to the Sponsor for the next three months of the Third Extension and will accordingly deposit in the Trust Account $53,923.84 each month (commenced on April 8, 2025 and on the 7th day of each subsequent month) for the monthly extensions through July 7, 2025. $161,772 was drawn and outstanding under the terms of the Third Extension Note as of the date of this Report.

As of the date of the Report, the total we have borrowed under our various promissory notes is $3.5 million, of which $2.6 million was used as working capital and $0.9 million was used for extensions of the Combination Period.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust account would be used for such repayment. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2025 and December 31, 2024, we had no outstanding borrowings under the Working Capital Loans.

Going Concern

We have until February 7, 2026 to consummate the Nidar Business Combination. If the Nidar Business Combination is not consummated by then, we may, however, elect to seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension requires the approval of our shareholders, who will be provided the opportunity at that time to redeem all or a portion of public shares (which would likely have a material adverse effect on the amount held in the Trust Account and other adverse effects on us). Should a Business Combination not occur, there may be a mandatory liquidation and subsequent dissolution. Additionally, we will not have sufficient liquidity to fund the working capital needs of the Company through February 7, 2026 or through twelve months from the issuance of this Report. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about our ability to continue as a going concern for the twelve months from the date of filing of this Report. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after February 7, 2026.

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Contractual Obligations

Administrative Support Agreement

On January 4, 2022, we entered into an agreement to pay our Sponsor an aggregate $930,000 over eighteen months beginning at the closing of the IPO, for the following administrative support expenses: (i) cash compensation to Mr. Goel, our Chief Executive Officer, in the form of an annual salary of $312,000; (ii) cash compensation to Mr. Coad, our Chief Operating Officer and Chief Financial Officer, in the form of an annual salary of $200,000; and (iii) $9,000 per month for office space, utilities and research, analytical, secretarial and administrative support, which the Sponsor was expected to source principally from Cartica Management. In addition, at the closing of the IPO, we paid the Sponsor an aggregate amount of $601,167 of which $549,000 represented compensation and bonuses paid to Mr. Goel and Mr. Coad for their services through the closing of the IPO and $51,667 represented a prepayment of administrative support expenses for January 2022, to be amortized over the service period. Upon completion of a business combination or our liquidation, we would have ceased paying these amounts (in the case of the officer compensation, after 30 days’ notice).

On May 23, 2023, in connection with the Transfer, the Company and the Sponsor entered into the Amended Administrative Support Agreement, pursuant to which the Company has ceased to pay the Sponsor for (i) the cash compensation to the Chief Executive Officer in the form of an annual salary of $312,000 and (ii) $9,000 per month for office space, utilities, and research, analytical, secretarial and administrative support. Per the Amended Administrative Support Agreement the Sponsor shall (i) pay to the Company’s Chief Operating Officer and Chief Financial Officer an annual cash salary of $200,000, in substantially equal periodic installments, and bonuses of up to $150,000; and (ii) make available, or cause to be made available, to the Company, at a location mutually agreed by the Parties (or any successor location of Sponsor), office space, utilities, and research, analytical, secretarial and administrative support, as may be reasonably required by the Company. In exchange for these services, the Company shall pay Sponsor $16,666.67 per month with the first payment due on or around May 31, 2023 and continuing monthly thereafter until the termination date as defined in the agreement. For the three and nine months ended September 30, 2025, the Company incurred and paid $50,000 and $150,000 in fees for these services, respectively. For the year ended December 31, 2024, the Company incurred $200,000 and paid $183,333 in fees for these services.

Underwriting Agreement

We granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of January 7, 2022, the over-allotment was fully exercised.

The underwriters received a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate (which included an additional $600,000 received pursuant to the full exercise of the over-allotment option), which was paid at closing of the IPO. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate (which included an additional $1,050,000 received pursuant to the full exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. On April 14, 2023, the underwriter terminated its association with us and waived any fees and compensation in connection with such association, including its entitlement to the payment of deferred compensation in the amount of $8,050,000 in connection with its role as our underwriter in our IPO.

Forward Purchase Agreement

We entered into a forward purchase agreement with the Cartica Funds, pursuant to which the Cartica Funds agreed to subscribe for an aggregate of up to 3,000,000 forward purchase shares for $10.00 per share, or up to $30,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of our business combination, subject to approval at such time by the Cartica Management investment committee. On October 13, 2022, we were advised by Cartica Management that the Cartica Funds will be liquidated in the first half of 2023. On March 14, 2023, we received a written notice from Cartica Management advising us that the investment committee of Cartica Management had determined that it would not approve the purchase of any forward purchase shares and therefore the Cartica Funds would not purchase any of the Forward Purchase Shares in connection with the business combination or otherwise. As a result, we may lack sufficient funds to consummate the business combination. On May 23, 2023, in connection with

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the Transfer, the Company and Cartica Funds entered into an agreement to terminate the rights and obligations of the Company and the Cartica Funds under Forward Purchase Agreement.

Working Capital Note

In August 2023, the Company issued the Working Capital Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On February 16, 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, it was further amended to increase the principal sum from $750,000 to $1,250,000; it was then amended to increase the principal sum from $1,250,000 to $1,750,000 on June 24, 2024. On December 20, 2024, it was again amended to increase the principal sum from $1,750,000 to $2,750,000. The promissory 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 Business Combination and (b) the date of the Company’s liquidation. $2,445,435 and $1,798,500 were outstanding under the promissory note as of September 30, 2025 and December 31, 2024, respectively.

In connection with the Second Extension, our Sponsor contributed to us as a loan an aggregate of $40,000 for each month (commenced on April 7, 2024 and on the 7th day of each subsequent month) until January 7, 2025, which amount was deposited into the Trust Account. We first deposited in its Trust Account $40,000 on April 7, 2024, and had deposited thereafter and continue to deposit in its Trust Account $40,000 on the 7th day of each subsequent month till January 7, 2025 for the benefits of public shares that were not redeemed in connection with the Second Extension that was approved by our shareholders. The Company had drawn nine installments of $40,000 under the terms of this note and deposited them in the Trust Account through the date of this Report. We deposited a total of $360,000 in the Trust Account for the year ended September, 2025, respectively.

In connection with the Third Extension, our Sponsor has agreed to contribute to us a loan (commenced on January 8, 2025 and on the 7th day of each subsequent month) until October 7, 2025. For the first three months of the Third Extension (commencing on January 8, 2025 and on the 7th day of each subsequent month) through April 7, 2025, our Sponsor contributed to us as a loan three equal amounts of $40,443 per month. The amount of each contribution of such loan does not bear interest and will be repayable by us to the Sponsor or its designees upon the earlier of (i) the date of the consummation of our Business Combination, and (ii) the date of our liquidation. On January 6, 2025, we issued the Second Extension Note for a total amount of $121,329, which was used to make the three monthly extension payments of $40,443 per month, which have been deposited in the Trust Account, to extend the Combination Period through April 7, 2025. As of the date of this Report, $121,329 has been drawn and is outstanding under the terms of the Second Extension Note.

Third Extension Note

On April 1, 2025, the Company issued the Third Extension Note in the principal amount of up to $161,772 to the Sponsor for the next three months of the Third Extension and will accordingly deposit in the Trust Account $53,923.84 each month (commenced on April 8, 2025 and on the 7th day of each subsequent month) through July 7, 2025. $161,772 was drawn and outstanding under the terms of the Third Extension Note as of the date of this Report.

Fourth Extension Note

On August 11, 2025, the Company issued the Fourth Extension Note in the principal amount of up to $202,214.40 to the Sponsor for the final three months of the Third Extension and will accordingly deposit in the Trust Account $67,404.80 each month (commencing on July 8, 2025 and on the 7th day of each subsequent month) through October 7, 2025. The principal amount of this note may be drawn down in three equal amounts of $67,404.80 per month. The Fourth Extension 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.

As of the date of the Report, the total we have borrowed under our various promissory notes is $3.5 million, of which $2.6 million was used for working capital and $0.9 million was used for extensions of the Combination Period.

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Critical Accounting Estimates and Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

We consider an accounting estimate to be critical if (i) the accounting estimate requires to make assumptions about matters that were highly uncertain at the time when the accounting estimate was made; and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material amount on our financial condition or results of operations. We have identified management inputs used in the calculation of Company’s warrant liabilities as critical accounting estimates. There are other items in our unaudited condensed financial statements that require estimation but are not deemed to be critical, as defined above.

For a detailed discussion of our significant accounting policies and related judgements, see Note 2– Summary of Significant Accounting Policies in the Notes to the Financial Statements included in this Report.

Warrant Liabilities

A critical accounting estimate made in our unaudited condensed financial statements is the estimated fair value of our warrant liabilities. The fair value of our financial assets and liabilities reflects management’s estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

●

Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

As of September 30, 2025 and December 31, 2024, we had 27,400,000 warrants issued and outstanding, including 11,500,000 Public warrants classified as Level 1, and 15,900,000 Private Placement Warrants classified as Level 3 in the hierarchy of fair value measurements.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our unaudited condensed balance sheets.

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Net (Loss) Income Per Ordinary Share

Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from (loss) income per ordinary share as the redemption value approximates fair value. We calculate our earnings per share to allocate net (loss) income pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of our Company.

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024- 03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2025.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarterly period ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

To the knowledge of our management team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for risks relating to our operations, see the section titled “Risk Factors” contained in our (i) Registration Statement and (ii) 2024 Annual Report. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

For risks related to Nidar and the Nidar Business Combination, please see the Nidar Registration Statement.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

There were no sales of unregistered securities during the quarterly period covered by this report.

Use of Proceeds

There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by the report. For a description of the use of proceeds generated in our IPO and private placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the SEC on May 16, 2022. There has been no material change in the planned use of proceeds from our IPO and private placement as described in the Registration Statement. The specific investments in our Trust Account may change from time to time.

On January 5, 2024, we instructed Continental to liquidate the investments held in the Trust Account and to hold the funds in an interest-bearing demand deposit account, with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. On October 9, 2025, following the Fourth Extension Redemptions, we instructed Continental to redeposit the remaining funds in the Trust Account into U.S. government securities that meet the conditions of Rule 2a-7 under the Investment Company Act. We intend to maintain such investments in U.S. government securities until the earlier of the consummation of our initial Business Combination or our liquidation.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no repurchases of our equity securities by us or an affiliate during the quarterly period covered by this Report. However, on October 3, 2025, we held the Fourth Extension Meeting and our shareholders approved, among other things, the Fourth Extension, which extended the Combination Period from October 7, 2025 to February 7, 2026. In connection with the vote to approve the Fourth Extension, public shareholders holding 420,537 Public Shares properly exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. We paid cash in the aggregate amount of $5.2 million, or approximately $12.46 per Public Share to such redeeming Public Shareholders in the Fourth Extension Redemptions.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Trading Arrangements

During the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Additional Information

None.

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Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this report.

No.		Description of Exhibit
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

*Filed herewith.

**Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cartica Acquisition Corp

Date: November 14, 2025	By:	/s/ Suresh Guduru
	Name:	Suresh Guduru
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2025	By:	/s/ C. Brian Coad
	Name:	C. Brian Coad
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

Cartica Acquisition Corp 10-Q