Financial Performance - The company reported a net loss of $307,319 for the three months ended March 31, 2025, compared to a net loss of $41,580 for the same period in 2024[169][170]. - 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[167]. - The company expects to incur increased expenses due to being a public company and for due diligence related to the business combination[168]. - The Company has recorded $400,000 as other income for the year ended December 31, 2024, related to merger transaction costs[160]. Business Combination - The total consideration for the merger with DRIVEiT Financial Auto Group, Inc. is expected to be $100 million, payable in shares of common stock valued at $10 per share[158]. - The company has extended the deadline to consummate a business combination to October 22, 2025, with monthly deposits to the Trust Account[161]. - If a business combination is not completed by October 22, 2025, the Company will face mandatory liquidation and dissolution[176]. - The Company expects to incur significant professional and transaction costs in pursuit of a business combination[177]. - The Company entered into a PIPE SPA for a total investment of $8.4 million, with subsequent tranches of $5 million each, totaling $100 million possible for additional shares of preferred stock[191][193]. - Upon the Business Combination, the Company will issue 601 shares of Series A Preferred Stock for the initial investment and 358 shares for each subsequent tranche[191]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on January 10, 2024, stating it was not in compliance with the minimum market value of listed securities of at least $50 million[152]. - The company has until July 8, 2024, to regain compliance with Nasdaq listing rules after receiving a notice of non-compliance[152]. - The company will not appeal Nasdaq's determination to delist its securities, which were suspended from trading on April 28, 2025[156]. Capital Structure and Financing - 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[163]. - The Sponsor agreed to transfer 299,340 shares valued at approximately $446,735 to third parties in exchange for commitments not to redeem shares[180]. - Upon closing of the business combination, the underwriters will receive a cash underwriting discount of 2% of the gross proceeds, totaling $2.3 million[182]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments[195]. - Warrants issued are classified based on specific terms, with those qualifying for equity treatment recorded as additional paid-in capital[197]. IPO and Trust Account - The Company completed its IPO on April 22, 2022, raising gross proceeds of $100 million from the sale of 10 million units at $10.00 per unit[171]. - The underwriters fully exercised their over-allotment option, purchasing an additional 1.5 million units for gross proceeds of $15 million[172]. - A total of $115 million was placed in a trust account for the benefit of public stockholders, invested in U.S. government treasury bills or money market funds[173]. - As of March 31, 2025, the Company had cash of $73,434 outside the trust account and a working capital deficit of $5,023,786[175]. - The Company has extended the deadline to complete a business combination to October 22, 2025, with monthly deposits of approximately $18,564 into the trust account[175]. Accounting and Financial Reporting - 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[198]. - The Company adopted ASU 2023-09 regarding income tax disclosures, effective March 31, 2025, with no significant impact expected[199]. - The average daily trading volume of the common stock must exceed $4 million prior to closing for the PIPE SPA[192]. - The Company has not identified any critical accounting estimates that could materially differ from actual results[194]. - Management believes that no recently issued accounting pronouncements will materially affect the financial statements[200].
Yotta Acquisition (YOTA) - 2025 Q1 - Quarterly Report