Suresh Singamsetty

About Suresh Singamsetty

Chief Investment Officer (CIO) and director of Cartica Acquisition Corp (CRTAF), age 51. He joined the board and was appointed CIO on May 23, 2023, bringing deep technology operating and founding experience (IoT, semiconductors, wearables) and current C‑suite roles at several tech companies. He holds a Master of Computer Science from the Indian Institute of Technology, Kanpur . As a SPAC pre-business combination, Cartica discloses no company operating KPIs (revenue/EBITDA) and no pay-versus-performance metrics; company securities were suspended from Nasdaq on Jan 13, 2025 and now trade OTC, reflecting SPAC timing and extension dynamics rather than operating performance .

Past Roles

External Roles

Fixed Compensation

Cartica discloses that, prior to completing a business combination, the company does not pay compensation to its sponsor, executive directors or officers (other than reimbursements). Compensation for certain functions (CFO/COO salary and office/admin support) is paid by the sponsor, with Cartica remitting a fixed monthly fee to the sponsor; there is no company‑paid salary disclosed for Mr. Singamsetty .

Context: The Amended Administrative Support Agreement eliminated company‑paid CEO salary and office support, shifted CFO/COO salary ($200k) to be paid by the sponsor, with Cartica reimbursing via the fixed monthly fee. This framework does not list any company‑paid compensation for the CIO role held by Mr. Singamsetty .

Performance Compensation

No equity awards or incentive plans are disclosed for executive officers prior to a business combination; there are no RSUs/PSUs/options, no performance metrics, and no vesting schedules for Mr. Singamsetty in the reporting period .

Equity Ownership & Alignment

Cartica’s beneficial ownership reflects sponsor control; Mr. Singamsetty is shown with no beneficial ownership in the company’s table as of March 31, 2025. Founder shares and converted founder Class A shares are held by the sponsor and controlled by the CEO via the sponsor’s managing member status. There is no equity compensation plan and no ownership guidelines disclosed .

• Pledging/hedging: No pledging or hedging disclosures specific to Mr. Singamsetty; the company has an insider trading policy adopted Nov 30, 2023 .
• Equity plans/ownership guidelines: None; Securities authorized under equity compensation plans – none .

Employment Terms

Board Governance

• Board tenure and class: Class I director; term expires at the 2026 annual general meeting .
• Committee roles: Not listed on audit or compensation, nominating and corporate governance committees (members are John F. Levy and Rana Gujral; Gujral chairs the comp/NCG committee; Levy chairs audit) .
• Independence: The board identified certain directors as independent (Levy, Gujral, Kyle Ingvald Parent, Kondragunta); Mr. Singamsetty is not listed as independent and is an executive officer, implying non‑independent status .
• Dual‑role implications: As an executive officer serving on the board, independence concerns arise at the director level (mitigated by an independent committee structure). Additionally, the sponsor controls ~76.78% of voting power and can approve key proposals unilaterally, concentrating governance power outside public shareholders .

Compensation Committee and Governance Practices

• Compensation, Nominating & Corporate Governance Committee: Members—John F. Levy and Rana Gujral (chair). The committee can retain independent advisers, oversees executive compensation (if any), director remuneration, and clawback determinations under SEC rules .
• Insider trading policy: Adopted Nov 30, 2023 .
• Say‑on‑pay: As an Emerging Growth Company, Cartica is exempt from holding a say‑on‑pay vote; no history disclosed .

Related‑Party Transactions and Potential Conflicts

• Sponsor administrative support: Cartica pays the sponsor $16,666.67/month; sponsor pays CFO/COO salary ($200,000) and provides office/admin support. $200,000 in fees incurred for FY 2024; reimbursements for executive/sponsor out‑of‑pocket expenses are permitted .
• Sponsor loans and extensions: Sponsor loans for extensions include (i) a promissory note of $121,329 to fund three monthly extension deposits in early 2025; (ii) agreement to contribute monthly amounts for extensions (e.g., $40k per month in 2024/early 2025), and (iii) in the September 2025 proxy, sponsor/designees committed to $0.04 per public share per month during further extension if approved .
• Founder shares economics: If no business combination is completed and extension is not approved, founder shares and private placement warrants would be worthless—creating strong incentives to complete a transaction, a common SPAC conflict risk .

Performance & Track Record

• Transaction execution: Cartica signed a Business Combination Agreement with Nidar Infrastructure Limited (AI/HPC data center provider in India) on June 24, 2024; amendments extended termination date to Jan 7, 2026 and addressed delisting/OTC trading logistics. Cartica has sought multiple extensions to complete the transaction -.
• Market/trading context: Securities were suspended from Nasdaq on Jan 13, 2025 due to the 36‑month SPAC rule and now trade on OTC Pink (CRTAF, CRTUF, CRTWF), with limited liquidity and higher volatility described in risk factors .
• Risk posture: SPAC‑specific risks include sponsor control, potential PFIC status, and the risk that founder shares may retain value even if public investors face losses post‑combination—structural dynamics relevant to incentive alignment assessment -.

Investment Implications

• Pay‑for‑performance and alignment: With no company‑paid salary/bonus/equity for Mr. Singamsetty pre‑combination and no personal beneficial ownership disclosed, his direct financial alignment with public shareholders is limited. Incentives are primarily at the sponsor level (founder shares/warrants), which can create strong pressure to close a deal; this is a classic SPAC alignment risk where sponsor economics can diverge from public float interests .
• Selling pressure: Absence of individual equity grants or vesting schedules for Mr. Singamsetty reduces near‑term insider selling pressure tied to vesting events. Primary overhang resides in sponsor‑level holdings and any post‑combination lockups .
• Governance quality: Dual role (executive + director) and sponsor control (~77% voting power) constrain minority influence. The presence of independent committee structures (audit; compensation/NCG), an insider trading policy, and a clawback policy are positive governance features, but do not offset concentrated control and inherent SPAC conflicts .
• Retention/continuity: No disclosed employment agreement, severance, or change‑in‑control benefits for Mr. Singamsetty; retention hinges on role fit and post‑combination board/management decisions .
• Trading signals: Extension loans ($0.04/share/month) and high sponsor ownership support trust‑related price dynamics pre‑merger, but liquidity and delisting risks persist on OTC, and conflict risks rise if redemptions reduce cash available for closing .

Appendices

Board/Committee Snapshot

• Directors: Suresh Guduru (CEO, Chair), Suresh Singamsetty (CIO), Rana Gujral (independent), John F. Levy (independent), Kishore Kondragunta (independent) .
• Committees: Audit (Chair: John F. Levy); Compensation, Nominating & Corporate Governance (Chair: Rana Gujral) .

Key Governance Documents/Policies

• Insider Trading Policy: Adopted Nov 30, 2023 .
• Executive Compensation Clawback Policy: Adopted Nov 30, 2023; restatement‑based recovery for executive officers .

Beneficial Ownership (as of March 31, 2025)

• Sponsor: 4,750,000 Class A; 700,000 Class B; ~76.78% of total ordinary shares .
• Mr. Singamsetty: — .

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