Financial Performance - The company had a net income of $180,036 for the year ended December 31, 2024, compared to a net income of $1,429,419 for the year ended December 31, 2023[92]. - As of December 31, 2024, the Company had cash of $194,779 outside the Trust Account and a working capital deficit of $4,310,282[97]. - Net income per common share is calculated by dividing net income by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[119]. IPO and Capital Raising - 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[93]. - The total consideration to be paid in the merger with DRIVEiT Financial Auto Group, Inc. will be $100,000,000, payable in shares of common stock valued at $10 per share[81]. - The Company has entered into a Securities Purchase Agreement for a 10% Original Issue Discount Convertible Note with an aggregate principal amount of $3.894 million[111]. - The PIPE SPA obligates an investor to purchase shares of preferred stock for $8.4 million upon closing, with additional purchases in nine tranches totaling $5 million each[112]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on January 10, 2024, indicating non-compliance with a minimum market value of listed securities of at least $50 million[79]. - The company was given until November 4, 2024, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(C) regarding a minimum market value of publicly held securities of at least $15 million[80]. - The company has until July 8, 2024, to regain compliance with Nasdaq listing requirements[79]. Business Combination Plans - The company plans to utilize cash from its IPO and private placements for its initial business combination[76]. - The Company has extended the deadline to complete a Business Combination to October 22, 2025, with monthly deposits of approximately $18,564[97]. - If the Business Combination is not completed by October 22, 2025, the Company will face mandatory liquidation and dissolution[99]. - The Company expects to incur significant professional and transaction costs in pursuit of the Business Combination[98]. - The Company has engaged EarlyBirdCapital to assist in identifying potential target businesses for the Business Combination, with a fee of 1% of the total consideration[104]. Shareholder Actions and Agreements - An aggregate of 262,231 shares with a redemption value of approximately $2,956,394 were tendered for redemption during the August Special Meeting[84]. - The Company has entered into Non-Redemption Agreements, transferring 299,340 shares valued at $446,735 to third parties in exchange for commitments not to redeem shares[103]. - Upon closing of a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the gross proceeds of the IPO, totaling $2,300,000[102]. Accounting and Reporting Standards - The company has no off-balance sheet arrangements as of December 31, 2024[100]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments at the end of each reporting period[116]. - The company has issued warrants that qualify for equity accounting treatment, recorded as a component of additional paid-in capital upon issuance[118]. - The company has not included the effect of warrants sold in the IPO and private placement in the diluted income per share calculation, as their exercise is contingent upon future events[119]. - The FASB issued ASU 2023-07, effective for annual reporting periods beginning after December 15, 2023, requiring enhanced disclosures about significant segment expenses[120]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, mandates annual disclosure of specific categories in an entity's effective tax rate reconciliation[121]. - The company is currently assessing the impact of ASU 2023-09 on its financial position and operations[121]. - Management does not believe that other recently issued accounting pronouncements will materially affect the financial statements[122]. - As a smaller reporting company, the company is not required to make disclosures about market risk[123].
Yotta Acquisition (YOTA) - 2024 Q4 - Annual Report