Exhibit 10.7


 


________, 2021


 


Cartica Acquisition Corp


1775 I Street NW, Suite 910


Washington, D.C. 20006


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”) is
being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among Cartica Acquisition Corp, a Cayman Islands exempted company (the “Company”), and J.P. Morgan
Securities LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s
units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units to cover
over-allotments, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value
$0.0001 per share (the “Ordinary Shares”), and a one-half of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized
terms used herein are defined below.


 


In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Public Offering, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Cartica Acquisition Partners, LLC (the “Sponsor”) and each of the additional
persons executing this Letter Agreement (such additional persons, collectively, the “Undersigned”) hereby agree
with the Company as follows:


 


1. Definitions. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses or entities; (ii) “Founder Shares” shall mean the
7,187,500 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the
Public Offering; (iii) “Private Placement Warrants” shall mean the warrants to purchase 9,400,000 Ordinary
Shares of the Company (or warrants to purchase 10,150,000 Ordinary Shares of the Company if the Underwriters’ option to
purchase additional units is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of
$9,400,000 (or up to $10,150,000 if the Underwriters’ option to purchase additional units is exercised in full), or $1.00 per
Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering; (iv)
 “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public
Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public
Offering; (vi) “Trust Account” shall mean the trust account into which portions of the net proceeds of
each of the Public Offering and the sale of the Private Placement Warrants, respectively, shall be deposited; (vii)
 “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge,
grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or
increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a)
or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles
of Association, as the same may be amended from time to time.


 






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2. Representations and Warranties.


 


(a) The Sponsor and each of the Undersigned, with respect to itself,
herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating any agreement
to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or
former employer), to enter into this Letter Agreement, as applicable, and to serve as an officer of the Company and/or a director on the
Company’s Board of Director (the “Board”), as applicable, and each of the Undersigned hereby consents
to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.


 


(b) Each of the Undersigned represents and warrants, with respect to
herself or himself, that such person’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such person’s
background, and that such person’s questionnaire furnished to the Company is true and accurate in all material respects. Each of
the Undersigned represents and warrants that such person is not subject to or a respondent in any legal action for, any injunction, cease-and-desist
order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
such person has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and such person is not
currently a defendant in any such criminal proceeding; and such person has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.


 


3. Business Combination Vote. It is acknowledged and
agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior
consent of the Sponsor. The Sponsor and each of the Undersigned, with respect to itself or herself or himself, agrees that if the
Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial
Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as
applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection
with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such
shareholder approval.


 






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4. Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a) The Sponsor and each of the Undersigned hereby agree, with respect
to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the time
period set forth in the Charter, the Sponsor and each of the Undersigned shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
redeem 100% of 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 release to the Company to pay income taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation 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 Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each of the
Undersigned agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation
to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or
to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set
forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares or pre-initial Business
Combination activity unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval
of any such amendment 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 taxes, if any, divided by the
number of then-outstanding Public Shares.


 


(b) The Sponsor and each of the Undersigned, with respect to
itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, her or him, if any. The Sponsor and each of the Undersigned hereby further waive, with respect to any
Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a
shareholder vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would
modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their
shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not
consummated an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision
relating to the rights of holders of Public Shares or pre-initial Business Combination activity (although the Sponsor and the
Undersigned shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a
Business Combination within the required time period set forth in the Charter).


 






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5. Lock-up; Transfer Restrictions.


 


(a) The Sponsor and the Undersigned agree that they shall not Transfer
any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of
an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes
a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the
right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”);
provided, that, notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up; and provided further, that,
notwithstanding the foregoing, any of our directors or executive officers who are tax residents of India will be able to Transfer their
Founder Shares upon the completion of an initial Business Combination, in light of the Indian tax exposure they are expected to experience
upon the completion of an initial Business Combination.


 


(b) The Sponsor and the Undersigned agree that they shall not effectuate
any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial
Business Combination.


 


(c) Notwithstanding the provisions set forth in paragraphs
5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares underlying the Private
Placement Warrants are permitted (a) to the Company’s officers, the Company’s directors, any affiliates or family
members of any of the Company’s officers or directors, any direct or indirect members of the Sponsor or their affiliates, any
affiliates of the Sponsor, including to funds affiliated with Cartica Management, LLC, and to limited partners of funds affiliated
with Cartica Management, LLC or any affiliates thereof, or any employees of such affiliates; (b) in the case of an individual, by
gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the
individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a
qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business
Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as
applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution
of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business
Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the
event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the
Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a)
through (i) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


 






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(d) During the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, the Sponsor and each of the Undersigned shall not, without the prior written consent of
the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable
for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 4(h) of the Underwriting
Agreement.


 


6. Remedies. The Sponsor and each of the Undersigned hereby
agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor
or any of the Undersigned of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10
and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. Payments by the Company. Except as disclosed in the Prospectus,
neither the Sponsor nor any affiliate of the Sponsor nor any officer of the Company nor any affiliate of the officers shall receive from
the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior
to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is).


 


8. Director and Officer Liability Insurance. The Company will
maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Undersigned shall
be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any
of the Company’s directors or officers.


 


9. Termination. This Letter Agreement shall terminate on the
earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.


 






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10. Indemnification. In the event of the liquidation of
the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in
the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any
and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the
Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company
(except for the Company’s independent auditors) or (ii) any business with which the Company has discussed entering into a
transaction agreement (a “Business Combination Partner”); provided, however, that such
indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third
party for services rendered or products sold to the Company or a Business Combination Partner do not reduce the amount of funds in
the Trust Account to below the lesser of (i) $10.00 per Public Share and (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 $10.00 per Public Share due to reductions in the value
of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not
apply to any claims by a third party or a Business Combination Partner who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the
Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the
Company in writing that it shall undertake such defense.


 


11. Forfeiture of Founder Shares. To the extent that the Underwriters
do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus in full (as further described
in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an
aggregate number of Founder Shares so that the number of Founder Shares will equal 20% of the sum of the total number of Ordinary Shares
and Founder Shares outstanding at such time. The Sponsor and the Undersigned further agree that to the extent that the size of the Public
Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with respect
to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder
Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.


 


12. Entire Agreement. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. Assignment. No party hereto may assign either this Letter
Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title
to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Undersigned and each of their respective
successors, heirs, personal representatives and assigns and permitted transferees.


 


14. Counterparts. This Letter Agreement may be executed in any
number of original or facsimile counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.


 


15. Effect of Headings. The paragraph headings herein are for
convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.


 






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16. Severability. This Letter Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


17. Governing Law. This Letter Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts
of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


18. Notices. Any notice, consent or request to be given in connection
with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by email or express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


[Signature Page Follows]


 



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	 	Sincerely,
	 	 	 
	 	Cartica Acquisition Partners, LLC
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title: Managing Member  



 


Acknowledged and Agreed:


 


	Cartica Acquisition Corp	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	 	 	 
	Name: Sanjeev Goel	 	Name: Subramanian Ramadorai
	 	 	 
	 	 	 
	Name: C. Brian Coad	 	Name: Keki M. Mistry
	 	 	 
	 	 	 
	Name: Steven J. Quamme	 	Name: Parul Bhandari
	 	 	 
	 	 	 
	Name: Farida Khambata	 	Name: Asif Ramji


 


[Signature Page
to Letter Agreement]