Financial Performance - The Company had a net loss of $41,580 for the three months ended March 31, 2024, primarily due to general and administrative expenses of $114,435 and franchise tax expense of $10,372, offset by interest income of $102,594 [140]. - For the three months ended March 31, 2023, the Company reported a net income of $71,378, with general and administrative expenses of $886,227 and interest earned on marketable securities of approximately $1,252,103 [141]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination [138]. Initial Public Offering (IPO) and Trust Account - The Company completed its IPO on April 22, 2022, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit [142]. - Following the IPO and private placement, a total of $115,000,000 was placed in a trust account for the benefit of public stockholders, invested in U.S. government treasury bills or money market funds [144]. - As of March 31, 2024, the Company had marketable securities held in the Trust Account amounting to $8,024,262 [145]. - Approximately $76,322,364 was withdrawn from the Company's Trust account to pay 7,414,905 shares tendered for redemption, equating to $10.29 per share [126]. - The underwriters of the IPO are entitled to a cash underwriting discount of 2.0% of the gross proceeds, amounting to $2,300,000, and a deferred fee of 3.5%, totaling $4,025,000, contingent on the completion of a Business Combination [152]. Business Combination and Financing - The Company entered into a Merger Agreement with NaturalShrimp Incorporated, which included a provision for issuing 17.5 million shares of common stock to former security holders of the Target upon closing [123]. - During the September Special Meeting, stockholders approved an extension for the Company to consummate a business combination until August 22, 2024, without additional funds being deposited into the Trust Account [127]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares, which could involve issuing additional securities or incurring debt [147]. - If a Business Combination is not completed by August 22, 2024, the Company will face mandatory liquidation and subsequent dissolution [148]. Working Capital and Expenses - The Company issued multiple unsecured promissory notes totaling $1,875,000 as of March 31, 2024, to cover working capital needs and extend the time for completing a business combination [135]. - As of March 31, 2024, the Company had cash of $84,500 outside the Trust Account and a working capital deficit of $4,023,969 [146]. - The Company made deposits of $120,000 to the Trust Account on five occasions from April to August 2023 to extend the time for completing a Business Combination to September 22, 2023 [146]. - The Company intends to pay the Sponsor $10,000 per month for administrative services, with payments deferred until the consummation of a Business Combination [151]. Accounting and Regulatory Matters - The Company has not identified any critical accounting estimates that could materially differ from actual results [154]. - The Company is assessing the impact of ASU 2023-09 on its financial position, which requires additional disclosures regarding income taxes starting in fiscal years after December 15, 2024 [159]. - The Company has no off-balance sheet arrangements as of March 31, 2024, and does not participate in transactions that create relationships with unconsolidated entities [149]. Shareholder Agreements - The Company entered into Non-Redemption Agreements with third parties, resulting in the transfer of 299,340 shares valued at approximately $446,735, averaging $1.49 per share [150].
Yotta Acquisition (YOTA) - 2024 Q1 - Quarterly Report