SecProbe.io

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 September 17, 2025

Suresh Guduru
Chief Executive Officer
Cartica Acquisition Corp
1345 Avenue of the Americas
11th Floor
New York, NY 10105

 Re: Cartica Acquisition Corp
 Preliminary Proxy Statement on Schedule 14A
 Filed September 4, 2025
 File No. 001-41198
Dear Suresh Guduru:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Megan Bumb, Esq.
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CORRESP
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 CARTICA ACQUISITION CORP

 1345 Avenue of the Americas, 11th Floor

 New York, NY 10105

 September 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Stacie Gorman and David Link

 Re: Cartica Acquisition Corp

 Preliminary Proxy Statement on Schedule
14A

 Filed September 4, 2025

 File No. 001-41198

 Dear Ms. Gorman and Mr. Link:

 Cartica
Acquisition Corp (the "Company," "we," "our" or "us") hereby transmits its response
to the comment letter from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission")
dated September 11, 2025, regarding the Preliminary Proxy Statement on Schedule 14A filed on September 4, 2025. Concurrently with the
submission of this letter, the Company is filing an Amendment to Preliminary Proxy Statement on Schedule 14A (the "Revised Proxy
Statement").

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed the comment with the Company's response.

 Preliminary Proxy Statement on Schedule 14A

 General

 1. We note that you have removed your prior risk factor regarding the risks associated with a review by
the Committee on Foreign Investment in the United States (CFIUS). Please revise to include this risk factor in your proxy statement.

 We acknowledge the Staff's
comment and respectfully inform the Staff that we have added the requested information as a risk factor on page 14 of the Revised Proxy
Statement.

 The Revised Proxy Statement
also includes additional disclosure concerning Cartica Acquisition Partners, LLC, the Company's sponsor, and its agreement to provide
specified contributions to the Company's trust account for each month of the proposed extension period, contingent upon shareholder
approval of the fourth charter extension proposal. This disclosure has been added to the shareholders' letter, notice of the meeting
and on pages 5 and 22 of the Revised Proxy Statement.

 ***

 We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Wei Wang,
Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Very truly yours,

 CARTICA ACQUISITION CORP

 By:
 /s/ Suresh Guduru

 Name: Suresh Guduru

 Title: Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

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<TEXT>
 September 11, 2025

Suresh Guduru
Chief Executive Officer
Cartica Acquisition Corp
1345 Avenue of the Americas
11th Floor
New York, NY 10105

 Re: Cartica Acquisition Corp
 Preliminary Proxy Statement on Schedule 14A
 Filed September 4, 2025
 File No. 001-41198
Dear Suresh Guduru:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
our comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 12

1. We note that you have removed your prior risk factor regarding the risks
associated
 with a review by the Committee on Foreign Investment in the United
States (CFIUS).
 Please revise to include this risk factor in your proxy statement.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 September 11, 2025
Page 2

 Please contact Stacie Gorman at 202-551-3585 or David Link at
202-551-3356 with
any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Megan Bumb, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 24, 2023
Suresh Guduru
Chief Executive Officer
Cartica Acquisition Corp
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Re:Cartica Acquisition Corp
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-41198
Dear Suresh Guduru:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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CARTICA ACQUISITION CORP

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

VIA EDGAR

August 21, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Craig Arakawa

    Re:
    Cartica Acquisition Corp

    Form 10-K for the Fiscal Year Ended December 31, 2022

    Filed March 31, 2023

    File No. 001-41198

 Dear Mr. Arakawa:

Cartica Acquisitions Corp
(the “Company,” “we,” “our” or “us”) hereby transmits the
Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission, on August 17, 2023, regarding its Form 10-K for the Fiscal Year Ended December 31, 2022 filed on March 31, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2022

General

 1. We note disclosures in your Definitive Proxy Statement filed on June 12, 2023 relating to the potential
risks of your initial business combination being subject to a review by the Committee on Foreign Investment in the United States. Please
include corresponding disclosure in future periodic reports.

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has included a risk factor substantially in the form below in its Form 10-Q for Quarter Ended June 30, 2023
and will continue to include the risk factor in other appropriate future filings under the Securities Act of 1933, as amended and the
Securities Exchange Act of 1934, as amended.

We may not be able to complete
an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject
to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

 

Certain acquisitions or business combinations
may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that
such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an
initial business combination to be consummated with us, we may not be able to consummate a business combination with such target.

Among other things, the U.S. Federal
Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital
stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership
of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department
of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by
the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review
certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions
on the national security of the United States.

Outside the United States, laws or regulations
may affect our ability to consummate a business combination with potential target companies incorporated or having business operations
in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses
relating to a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally
have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms
and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that
potential target.

As a result of these various
restrictions, the pool of potential targets with which we could complete an initial business combination may be limited and we may
be adversely affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of
government review could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to
obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders
may only receive $10.69 per share as of July 16, 2023, and our warrants will expire worthless. This will also cause you to lose any
potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price
appreciation in the combined company.

****

We thank the Staff for its
review of the foregoing. If you have further comments, please feel free to contact our counsel, Wei Wang, Esq., at wwang@egsllp.com or
by telephone at (212) 370-1300.

    Sincerely,

    Cartica Acquisition Corp

    By:
    /s/ Suresh Guduru

    Name:
    Suresh Guduru

    Title:
    Chief Executive Officer

    cc:
    Wei Wang, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
August 17, 2023
Suresh Guduru
Chief Executive Officer
Cartica Acquisition Corp
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Re:Cartica Acquisition Corp
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-41198
Dear Suresh Guduru:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
General
1.We note disclosures in your Definitive Proxy Statement filed on June 12, 2023 relating
to the potential risks of your initial business combination being subject to a review by the
Committee on Foreign Investment in the United States.  Please include corresponding
disclosure in future periodic reports.

 FirstName LastNameSuresh Guduru
 Comapany NameCartica Acquisition Corp
 August 17, 2023 Page 2
 FirstName LastName
Suresh Guduru
Cartica Acquisition Corp
August 17, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joanna Lam at 202-551-3476 or Craig Arakawa, Branch Chief at 202-
551-3650 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
June 9, 2023
Suresh Guduru
Chief Executive Officer
Cartica Acquisition Corp
1775 I Street NW, Suite 900
Washington, D.C. 20006
Re:Cartica Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed May 30, 2023
File No. 001-41198
Dear Suresh Guduru:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Barry I. Grossman

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CARTICA ACQUISITION CORP

1775 I Street NW, Suite 910

Washington, D.C. 20006

January 3, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Nicholas Lamparski, Esq.

    Re:
    Cartica Acquisition Corp

    Registration Statement on Form S-1, as amended

    Originally Filed as of November 16, 2021

    File No. 333-261094

Dear Mr. Lamparski:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Cartica Acquisition Corp hereby requests acceleration of the effectiveness of the above referenced Registration Statement so that it will
become effective at 4:00 p.m. Eastern Time on January 4, 2022, or as soon as thereafter practicable.

    Very truly yours,

    /s/  Sanjeev Goel

    Sanjeev Goel

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Ropes & Gray LLP

CORRESP
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J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

January 3, 2022

VIA EMAIL & EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

    Re:
    Cartica Acquisition Corp (the “Company”)

Registration
Statement on Form S-1 (Registration No. 333-261094)

Ladies and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
the undersigned hereby join the request of Cartica Acquisition Corp that the effectiveness for the above-captioned Registration Statement
on Form S-1 filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to
4:00 p.m. Eastern Time, on January 4, 2022, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Ellenoff Grossman & Schole LLP,
request by telephone that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the Securities Act, the undersigned advise that as of the date hereof, as many copies of the preliminary prospectus dated
December 20, 2021 (the “Preliminary Prospectus”) as appears to be reasonable to
secure adequate distribution of the Preliminary Prospectus will be distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

We, the
undersigned, as representative of the underwriters, have complied and will comply, and we have been informed by the participating underwriters
that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    J.P. Morgan Securities LLC

    Acting on behalf of themselves and the Underwriters

    J.P. Morgan Securities LLC

    By:
    /s/ Stan Bluzer

    Name:
    Stan Bluzer

    Title:
    Executive Director

[Signature Page to Acceleration Request Letter]

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CARTICA ACQUISITION CORP

1775 I Street NW, Suite 910

Washington, D.C. 20006

VIA EDGAR

December 20, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas Lamparski and Lilyanna Peyser

    Re:
    Cartica Acquisition Corp

    Amendment No. 2 to Registration Statement on Form S-1

    Filed December 15, 2021

    File No. 333-261094

Dear Mr. Lamparski and Ms. Peyser:

Cartica Acquisition Corp (the “Company,” “we,”
“our” or “us”) hereby transmits its response to the comment letter received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 16, 2021, regarding
Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Amendment No. 2”) filed December 15,
2021.

For the Staff’s convenience, we have repeated below the Staff’s
comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s
comments have been made in Amendment No. 3 to the Registration Statement (“Amendment No. 3”), which we are filing with
the Commission contemporaneously with the submission of this letter.

Amendment No. 2 to Registration Statement on Form S-1 Filed December
15, 2021

Summary

Ability to extend time to complete business combination, page
17

    1.
    We note your response to our oral comment issued on December 15, 2021, including your revised disclosure that "it may be unlikely" you would repay the loans paid by your sponsor in connection with the three-month extensions, if you do not complete a business combination. However, in your response letter dated December 8, 2021, you explained that there is no expectation that these loans would be repaid if you do not complete a business combination. As we have previously noted, it also does not appear from your disclosure in your Use of Proceeds section that funds would be available outside of the trust account to cover the payment of such loans. If you believe that you may have sufficient funds to repay any such loans if your initial business combination is not completed, please revise to clarify the anticipated source of such funds. In the alternative, if you do not believe that you will have sufficient funds to repay such loans, please revise your disclosure to clarify your statement that "it may be unlikely" that you would repay such loans if you do not complete a business combination. Further, please add risk factor disclosure addressing the potential conflicts of interest created by the fact that your sponsor will (or may) not be repaid for such loans if you do not complete a business combination.

In response to this comment, we have revised our disclosures
on pages 17, 148 and F-9 of Amendment No. 3, and we have added to our risk factor disclosures on page 49 of Amendment No. 3.

U.S. Securities and Exchange Commission

Attn: Nicholas Lamparski and Lilyanna Peyser

Re: Cartica Acquisition Corp

Amend. No. 2 to Registration Statement on Form
S-1

December 20, 2021

Page 2 of 2

    2.
    You disclose that if you complete your initial business combination, you expect to repay your sponsor for the loans paid in connection with the three-month extensions from funds that are released to you from the trust account, or through warrants that will be identical to the private warrants. However, you also disclose here and on page 146 that "repayment of any such loans may be more likely if we complete one particular business combination alternative but not others." Please revise your disclosure to clarify whether you may not repay your sponsor for such loans, even if you complete a business combination. To the extent that such loans may not be repaid even if you complete a business combination, please also elaborate upon how your repayment of such loans "may be more likely if [you] complete one particular business combination alternative but not others." In the alternative, please revise to delete this statement if you intend to repay such loans, regardless of the particular business combination you complete.

In response to this comment, we have revised our disclosures
on pages 17, 148 and F-9 of Amendment No. 3.

We thank the Staff in advance for its consideration of the foregoing.
Should you have any questions, please do not hesitate to contact our legal counsel, Richard Baumann, Esq., of Ellenoff Grossman &
Schole LLP, at 917-882-2727 (mobile), rbaumann@egsllp.com or 212-370-1300 (office reception).

    Very truly yours,

    Cartica Acquisition Corp

    By:
    /s/ Sanjeev Goel

    Name:
    Sanjeev Goel

    Title:
    Chief Executive Officer

     cc:
    Richard Baumann,

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
December 16, 2021
Sanjeev Goel
Chief Executive Officer
Cartica Acquisition Corp
1775 I Street NW, Suite 910
Washington, D.C. 20006
Re:Cartica Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed December 15, 2021
File No. 333-261094
Dear Mr. Goel:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 Filed December 15, 2021
Summary
Ability to extend time to complete business combination, page 17
1.We note your response to our oral comment issued on December 15, 2021, including your
revised disclosure that "it may be unlikely" you would repay the loans paid by your
sponsor in connection with the three-month extensions, if you do not complete a business
combination.  However, in your response letter dated December 8, 2021, you explained
that there is no expectation that these loans would be repaid if you do not complete a
business combination.  As we have previously noted, it also does not appear from your
disclosure in your Use of Proceeds section that funds would be available outside of the
trust account to cover the payment of such loans.  If you believe that you may have
sufficient funds to repay any such loans if your initial business combination is not

 FirstName LastNameSanjeev Goel
 Comapany NameCartica Acquisition Corp
 December 16, 2021 Page 2
 FirstName LastName
Sanjeev Goel
Cartica Acquisition Corp
December 16, 2021
Page 2
completed, please revise to clarify the anticipated source of such funds.  In the alternative,
if you do not believe that you will have sufficient funds to repay such loans, please revise
your disclosure to clarify your statement that "it may be unlikely" that you would repay
such loans if you do not complete a business combination.  Further, please add risk factor
disclosure addressing the potential conflicts of interest created by the fact that your
sponsor will (or may) not be repaid for such loans if you do not complete a business
combination.
2.You disclose that if you complete your initial business combination, you expect to repay
your sponsor for the loans paid in connection with the three-month extensions from funds
that are released to you from the trust account, or through warrants that will be identical to
the private warrants.  However, you also disclose here and on page 146 that "repayment of
any such loans may be more likely if we complete one particular business combination
alternative but not others."  Please revise your disclosure to clarify whether you may not
repay your sponsor for such loans, even if you complete a business combination.  To the
extent that such loans may not be repaid even if you complete a business combination,
please also elaborate upon how your repayment of such loans "may be more likely if [you]
complete one particular business combination alternative but not others."  In the
alternative, please revise to delete this statement if you intend to repay such loans,
regardless of the particular business combination you complete.
            Please contact Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at (202) 551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Baumann

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CARTICA ACQUISITION CORP

1775 I Street NW, Suite 910

Washington, D.C. 20006

VIA EDGAR

December 8, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas Lamparski and Lilyanna Peyser

    Re:
    Cartica Acquisition Corp

    Registration Statement on Form S-1

    Filed November 16, 2021

    File No. 333-261094

Dear Mr.
Lamparski and Ms. Peyser:

Cartica Acquisition Corp (the “Company,” “we,”
 “our” or “us”) hereby transmits its response to the comment letter received from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 7, 2021, regarding
the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed November 16, 2021.

For the Staff’s convenience, we have repeated below the Staff’s
comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s
comments have been made in Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which we are filing with
the Commission contemporaneously with the submission of this letter.

Registration Statement on Form S-1 Filed November 16, 2021

Cover Page

 1. We note the disclosure on the cover page regarding the ability to extend the time period to complete the initial business combination
under either of the two, three-month extension periods. Please revise your cover page to disclose that public shareholders will not be
entitled to vote or redeem their shares in connection with these extension periods.

In response to this comment, we have revised the prospectus cover page and pages 16 and F-9 of Amendment No. 1 to clarify that public
shareholders will not be entitled to vote or redeem their shares in connection with these extension periods.

 2. Please revise the cover page to state that the company may be considered a controlled company after the offering.

In response to this comment, we have revised the prospectus
cover page of Amendment No. 1 to clarify that, after the offering, the Company may be considered a controlled company under the Nasdaq
listing rules.

U.S. Securities and Exchange Commission

Attn: Nicholas Lamparski and Lilyanna Peyser

Re: Cartica Acquisition Corp

Registration Statement on Form S-1

December 8, 2021

Page 2 of 3

Summary

Expressions of Interest, page 14

 3. We note that you have received indications of interest from your anchor
investors to purchase up to an aggregate of 9.9% of the units in this offering. However, your disclosure on page 14 indicates that the
anchor investors could ultimately determine to purchase more than an aggregate of 9.9% of the units in the offering. Please clarify whether
there is a cap on the maximum amount of units that the anchor investors can purchase in this offering, and if so, please
disclose the cap.

In response to this comment, we have revised the prospectus cover page and pages 16 and F-18 of Amendment No. 1 to clarify that anchor
investors may purchase “fewer or no units”, but not more.

Ability to extend time to complete business combination, page
14

 4. We note your disclosure that your sponsor may extend the period of time to consummate the initial business combination up to two
times, subject to the sponsor depositing into the trust account additional funds of $2,000,000 for each of the available three-month extensions,
for a total payment of up to $4,000,000. We also note your disclosure that any such payments would be made in the form of non-interest
bearing loans, and that if you do not complete a business combination, you will repay such loans only from funds held outside of the trust
account. However, it does not appear from your disclosure in your Use of Proceeds section that funds would be available outside of the
trust account to cover the payment of such loans. Please revise to address any related potential conflicts of interest, such as with respect
to identifying and selecting a target business combination.

In response to this comment, we have revised page 17 of
Amendment No. 1 to remove the sentence that suggests that such loans could and may be repaid in the event that we do not complete a business
combination. There is no expectation that, in any such circumstance, any of such loans would be repaid.

Principal Shareholders, page 124

 5. Please revise footnote (2) to the beneficial ownership table to disclose the collective percentage ownership that will be owned
by the anchor investors assuming they purchase the full amount that may be allocated to them.

In response to this comment, we have revised
page 141 of Amendment No. 1 to expand footnote (2) to the Principal Shareholders table to disclose the collective percentage ownership that will be owned by the anchor
investors assuming they purchase the full amount in which they have expressed interest.

General

 6. We note that your revised form of amended and restated memorandum and articles of association includes an exception to the requirement
that the company not redeem public shares that would cause the company's net tangible assets to be less than $5,000,001. Please provide
us with your legal analysis as to why it is appropriate to permit this exception to the requirement that you have net tangible assets
of at least $5,000,001. Please tell us what other risk factors you propose to include in the prospectus if you include this exception,
such as it resulting in increased risks that your stock will be delisted, you will have to comply with Rule 419, and you will become a
less attractive potential merger partner in a competitive market for merger targets, as well as the risks associated with such an exception
being an unusual inclusion in a SPAC's constituent documents.

In response to this comment, we have revised the amended and restated memorandum and articles of association in four places (in sections 157(b), 160, 162 and 163(b)),
and have thereby removed the exception.

U.S. Securities and Exchange Commission

Attn: Nicholas Lamparski and Lilyanna Peyser

Re: Cartica Acquisition Corp

Registration Statement on Form S-1

December 8, 2021

Page 3  of 3

We thank the Staff in advance for its consideration of the foregoing.
Should you have any questions, please do not hesitate to contact our legal counsel, Richard Baumann, Esq., of Ellenoff Grossman &
Schole LLP, at 917-882-2727 (mobile), rbaumann@egsllp.com or 212-370-1300 (office reception).

    Very truly yours,

    Cartica Acquisition Corp

    By:
    /s/ Sanjeev Goel

    Name:
    Sanjeev Goel

    Title:
    Chief Executive Officer

    cc:
    Richard Baumann,

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
December 7, 2021
Sanjeev Goel
Chief Executive Officer
Cartica Acquisition Corp
1775 I Street NW, Suite 910
Washington, D.C. 20006
Re:Cartica Acquisition Corp
Registration Statement on Form S-1
Filed November 16, 2021
File No. 333-261094
Dear Mr. Goel:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed November 16, 2021
Cover Page
1.We note the disclosure on the cover page regarding the ability to extend the time period to
complete the initial business combination under either of the two, three-month extension
periods.  Please revise your cover page to disclose that public shareholders will not be
entitled to vote or redeem their shares in connection with these extension periods.
2.Please revise the cover page to state that the company may be considered a controlled
company after the offering.

 FirstName LastNameSanjeev Goel
 Comapany NameCartica Acquisition Corp
 December 7, 2021 Page 2
 FirstName LastName
Sanjeev Goel
Cartica Acquisition Corp
December 7, 2021
Page 2
Summary
Expressions of Interest, page 14
3.We note that you have received indications of interest from your anchor investors to
purchase up to an aggregate of 9.9% of the units in this offering.  However, your
disclosure on page 14 indicates that the anchor investors could ultimately determine to
purchase more than an aggregate of 9.9% of the units in the offering.  Please clarify
whether there is a cap on the maximum amount of units that the anchor investors can
purchase in this offering, and if so, please disclose the cap.
Ability to extend time to complete business combination, page 14
4.We note your disclosure that your sponsor may extend the period of time to consummate
the initial business combination up to two times, subject to the sponsor depositing into the
trust account additional funds of $2,000,000 for each of the available three-month
extensions, for a total payment of up to $4,000,000.  We also note your disclosure that any
such payments would be made in the form of non-interest bearing loans, and that if you do
not complete a business combination, you will repay such loans only from funds held
outside of the trust account.  However, it does not appear from your disclosure in your
Use of Proceeds section that funds would be available outside of the trust account to cover
the payment of such loans.  Please revise to address any related potential conflicts of
interest, such as with respect to identifying and selecting a target business combination.
Principal Shareholders, page 124
5.Please revise footnote (2) to the beneficial ownership table to disclose the collective
percentage ownership that will be owned by the anchor investors assuming they purchase
the full amount that may be allocated to them.
General
6.We note that your revised form of amended and restated memorandum and articles of
association includes an exception to the requirement that the company not redeem public
shares that would cause the company's net tangible assets to be less than $5,000,001.
Please provide us with your legal analysis as to why it is appropriate to permit this
exception to the requirement that you have net tangible assets of at least $5,000,001.
Please tell us what other risk factors you propose to include in the prospectus if you
include this exception, such as it resulting in increased risks that your stock will
be delisted, you will have to comply with Rule 419, and you will become a less attractive
potential merger partner in a competitive market for merger targets, as well as the risks
associated with such an exception being an unusual inclusion in a SPAC's constituent
documents.  Please also tell us how you intend to reconcile your disclosure that you will
retain net tangible assets of not less than $5,000,001 "so that [you] do not then become
subject to the SEC's 'penny stock' rules" with your disclosure that you may be delisted if
you are not able to meet Nasdaq's listing requirements "especially if there are a significant

 FirstName LastNameSanjeev Goel
 Comapany NameCartica Acquisition Corp
 December 7, 2021 Page 3
 FirstName LastName
Sanjeev Goel
Cartica Acquisition Corp
December 7, 2021
Page 3
number of redemptions in connection with [y]our initial business combination."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at (202) 551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Baumann

CORRESP
1
filename1.htm

CARTICA ACQUISITION CORP

1775 I Street NW, Suite 910

Washington, D.C. 20006

VIA EDGAR

November 15, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas Lamparski and Lilyanna Peyser

 Re: Cartica Acquisition Corp

Amendment No. 2 to Draft Registration
Statement on Form S-1

Submitted September 20, 2021

CIK No. 0001848437

Dear Mr. Lamparski and Ms. Peyser:

Cartica Acquisition Corp (the “Company,” “we,”
 “our” or “us”) hereby transmits its response to the comment letter received from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) dated October 21, 2021, regarding
Amendment No. 2 to our Draft Registration Statement (the “DRS/A2”) previously submitted on September 20, 2021.

For the Staff’s convenience, we have repeated below the Staff’s
comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s
comments have been made in our first publicly filed Registration Statement on Form S-1 (the “S-1”), which we are filing
with the Commission contemporaneously with the submission of this letter.

Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted
September 20, 2021

General

1. Please update your financial statements and related information
to include the interim period ended June 30, 2021 as required by Rule 8-08 of Regulation S-X.

In response to this comment, in the S-1, we have updated our financial
statements and related information to include the interim period ended September 30, 2021.

U.S. Securities and Exchange Commission

Attn: Nicholas Lamparski and Lilyanna Peyser

Re: Cartica Acquisition Corp

Amendment No. 2 to DRS

November 15, 2021

Page 2 of 2

We thank the Staff in advance for its consideration of the foregoing.
Should you have any questions, please do not hesitate to contact our legal counsel, Richard Baumann, Esq., of Ellenoff Grossman &
Schole LLP, at 917-882-2727 (mobile), rbaumann@egsllp.com or 212-370-1300 (office reception).

    Very truly yours,

    Cartica Acquisition Corp

    By:
    /s/ Sanjeev Goel

    Name:
    Sanjeev Goel

    Title:
    Chief Executive Officer

 cc: Richard Baumann,

Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
October 21, 2021
Sanjeev Goel
Chief Executive Officer
Cartica Acquisition Corp
1775 I Street NW, Suite 910
Washington, D.C. 20006
Re:Cartica Acquisition Corp
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted September 20, 2021
CIK No. 0001848437
Dear Mr. Goel:
            We have reviewed your amended draft registration statement and have the following
comment.  In the comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted September 20, 2021
General
1.Please update your financial statements and related information to include the interim
period ended June 30, 2021 as required by Rule 8-08 of Regulation S-X.

 FirstName LastNameSanjeev Goel
 Comapany NameCartica Acquisition Corp
 October 21, 2021 Page 2
 FirstName LastName
Sanjeev Goel
Cartica Acquisition Corp
October 21, 2021
Page 2
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at (202) 551-3222 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Baumann

United States securities and exchange commission logo
April 1, 2021
Sanjeev Goel
Chief Executive Officer
Cartica Acquisition Corp
1775 I Street NW, Suite 910
Washington, D.C. 20006
Re:Cartica Acquisition Corp
Draft Registration Statement on Form S-1
Submitted March 4, 2021
CIK No. 0001848437
Dear Mr. Goel:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted March 4, 2021
Summary
Founder shares, page 16
1.Please revise your disclosure here and elsewhere as appropriate to disclose the percentage
of public shareholders that would need to vote in favor of the transaction if all forward
purchase shares have been purchased at the time of the vote.

 FirstName LastNameSanjeev Goel
 Comapany NameCartica Acquisition Corp
 April 1, 2021 Page 2
 FirstName LastName
Sanjeev Goel
Cartica Acquisition Corp
April 1, 2021
Page 2
Part II
Item 16. Exhibits and Financial Statement Schedules
Exhibit Index, page II-3
2.Please file the "Administrative Support Agreement" between you and your sponsor as an
exhibit.
General
3.We note your statement on page 31 that there will be "no finder’s fees, reimbursements or
cash payments" made by you to your sponsor, directors or officers, or any of their
affiliates other than what appears in the bullet points on page 31.  Please revise to clarify
how you distinguish between activities traditionally compensated as finders fees from the
reimbursement in the carve-out bullet point for "identifying, investigating, negotiating and
completing an initial business combination."  Please also clarify whether any material
private placement advisory services or other material fees associated with the initial
business combination fall under the introductory statement or the exceptions in the bullet
points.
            Please contact Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at (202) 551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Baumann