Financial Performance - The Company had a net income of $238,896 for the three months ended June 30, 2023, compared to a net loss of $20,219 for the same period in 2022 [151]. - For the six months ended June 30, 2023, the Company reported a net income of $310,274, while in the same period of 2022, it had a net loss of $20,219 [152]. Assets and Securities - As of June 30, 2023, the Company held marketable securities in the Trust Account amounting to $42,962,341 [157]. - The Company generated gross proceeds of $100,000,000 from its IPO of 10,000,000 units at an offering price of $10.00 per unit [153]. Working Capital and Liabilities - The Company has a working capital deficit of $3,399,349 as of June 30, 2023, excluding income tax and franchise tax payable [158]. - The Company has incurred significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination [134]. - The Company expects to incur significant professional costs to remain publicly traded and significant transaction costs for a Business Combination [159]. - If the Company cannot complete a Business Combination by April 22, 2024, it will cease operations and liquidate, raising substantial doubt about its ability to continue as a going concern [160]. Business Combination and Merger - The Company plans to issue 17.5 million shares of common stock to former security holders of NaturalShrimp upon the closing of the merger [135]. - A breakup fee of $3.0 million will be due to the terminating party if the Merger Agreement is validly terminated due to a default [135]. - The proposed business combination with NaturalShrimp is expected to close in the second quarter of 2023, subject to various approvals [137]. - The Company withdrew approximately $76,322,364 from its Trust account to pay stockholders who tendered 7,414,905 shares for redemption [140]. Financial Reporting and Accounting - The Company has no off-balance sheet arrangements as of June 30, 2023, and does not participate in transactions with unconsolidated entities [162]. - The Company intends to pay the Sponsor $10,000 per month for administrative services, with payments deferred until the Business Combination is completed [163]. - Upon closing a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the IPO gross proceeds, totaling $2,300,000, and a deferred fee of 3.5%, totaling $4,025,000 [164]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments [167]. - Warrants are assessed for equity or liability classification based on specific terms, with Public and Private Warrants qualifying for equity accounting treatment [169]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class [170]. - Offering costs related to the IPO were charged to stockholders' equity upon completion, including underwriting and legal expenses [171]. - The Company is assessing the impact of ASU 2020-06 on its financial position, which simplifies accounting for certain financial instruments and is effective for smaller reporting companies after December 15, 2023 [172].
Yotta Acquisition (YOTA) - 2023 Q2 - Quarterly Report