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 completing its initial business combination[167]. - The Company reported a working capital deficit of $5,023,786 as of March 31, 2025, with cash of $73,434 outside the Trust Account[175]. Business Combination and Mergers - 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 plans to extend the date for completing a business combination to October 22, 2025, by making monthly deposits into the Trust Account[161]. - The Company has extended the deadline to complete a Business Combination to July 22, 2025, with monthly deposits of approximately $18,564 into the Trust Account[175]. - If a Business Combination is not completed by October 22, 2025, the Company will face mandatory liquidation and dissolution[176]. - The Company has engaged EarlyBirdCapital to assist in identifying potential target businesses for its initial business combination, with a fee of 1% of the total consideration[183]. - The Company entered into a PIPE SPA for a total investment of $8.4 million upon the closing of the Business Combination, followed by nine tranches of $5 million each[191]. Securities and Compliance - The company received a notice from Nasdaq on January 10, 2024, for not maintaining a minimum market value of listed securities of at least $50 million, with a compliance deadline of July 8, 2024[152]. - On April 21, 2025, the company was notified of its securities being delisted from Nasdaq due to failure to complete its initial business combination by April 19, 2025[154]. - An aggregate of 262,231 shares with a redemption value of approximately $2,956,394 were tendered for redemption during the August Special Meeting[161]. - The Company has entered into Non-Redemption Agreements, transferring 299,340 shares valued at approximately $446,735 to third parties in exchange for not redeeming shares[180]. Financial Obligations and Costs - The company has incurred significant costs in pursuing acquisition plans and expects increased expenses related to being a public company[150][168]. - The Company plans to pay the Sponsor $10,000 per month for administrative services, with payments deferred until the Business Combination is consummated[181]. - Upon closing of a Business Combination, underwriters will receive a cash underwriting discount of $2.3 million and a deferred fee of $4.025 million[182]. Shareholder and Stock Information - Each purchase under the PIPE SPA will result in the issuance of 601 shares of Series A Preferred Stock for the initial investment and 358 shares for each subsequent tranche[191]. - The investor has the right to purchase additional shares of preferred stock for an aggregate price of $100 million under the same terms for one year after certain conditions are met[193]. - The Company must reserve shares of Class A common stock equal to 250% of the number of shares needed for the conversion of all outstanding preferred stock[192]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments[195]. - The Company has determined that the Public Warrants and Private Warrants qualify for equity accounting treatment, recorded as additional paid-in capital upon issuance[197]. Accounting and Reporting - The Company adopted ASU 2023-09 regarding income tax disclosure, effective March 31, 2025, with no significant impact expected[199]. - Management does not anticipate that any recently issued accounting pronouncements will materially affect the financial statements[200]. - 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 average daily trading volume of the common stock must exceed $4 million prior to the closing of the PIPE SPA[192]. IPO and Capital Raising - 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]. - An additional 1.5 million units were sold through the over-allotment option, generating an extra $15 million in gross proceeds[172]. - As of March 31, 2025, the Trust Account held $5,585,178 in marketable securities, which may be used to pay taxes[174].
Yotta Acquisition Corporation(YOTAU) - 2025 Q1 - Quarterly Report