- Merger to accelerate commercialization and production ramp up
of farm-to-table sushi grade shrimp and fresh seafood including
planned U.S. facility expansion
- NaturalShrimp could receive up to $105 million in net cash
proceeds at the consummation of the transaction, assuming no
redemptions
- The parties expect that the common stock of the parent of the
combined company will become listed on Nasdaq post-deal-close
- NaturalShrimp and Yotta Acquisition Corp. to conduct a global
marketing campaign to educate institutional and other investors
about its system for growing shrimp in enclosed, salt-water
systems, using patented technology to produce fresh, never frozen,
naturally grown shrimp, without the use of antibiotics or toxic
chemicals
- Yotta Acquisition Corp. will issue 17.5 million of its common
shares (current valuation of $175.0 million) to the stockholders of
NaturalShrimp. In addition, the stockholders of Natural Shrimp are
entitled to receive an additional 5.0 million common shares
(current valuation of $50.0 million) based on achieving certain
revenue targets for 2024 and 5 million common shares (current
valuation of $50 million) for revenue targets for 2025. These
Earn-out shares will be available to shareholders of record on the
closing of the transaction. Assuming no redemptions, the total
enterprise value is estimated at approximately $275M at closing of
the transaction.
NaturalShrimp, Incorporated (OTCQB: SHMP) (“NaturalShrimp”), a
Biotechnology Aquaculture Company that has developed and patented
the first shrimp-focused commercially operational RAS
(Recirculating Aquaculture System), and Yotta Acquisition
Corporation (NASDAQ: YOTA) (“Yotta”), a special purpose acquisition
company, today announced the signing of a definitive agreement (the
“Business Combination Agreement”) for a proposed merger of the two
companies. Under the Business Combination Agreement, NaturalShrimp
will merge with a wholly owned subsidiary of Yotta. The companies
intend for Yotta’s common stock to continue to be listed on the
Nasdaq Capital Market.
Assuming no redemptions by Yotta public stockholders, upon
closing, the combined entity could have access to as much as $105
million in net cash (after paying transaction expenses) from the
Yotta trust account. Final proceeds will depend upon redemption
rates of current Yotta stockholders at the consummation of the
proposed Transaction.
Gerald Easterling, CEO of NaturalShrimp, said: “This business
combination with Yotta has the potential to significantly
accelerate our efforts for commercialization and the ramp up of
production of our fresh, land-based gourmet-grade shrimp at the
largest indoor farming facilities in the U.S. We also expect that
the merger will provide us with additional capital to advance
facility expansion efforts in strategic markets in the U.S.,
including Florida, Nevada, and the Northeast. Our goal is to
rapidly build market share in the supply-constrained, premium
segment of the market for large shrimp which sell at 20%-30% price
premiums utilizing our propriety, proven and scalable technologies
and production system. Combined with our capital efficient model,
the transaction has the potential to put NaturalShrimp on the fast
track to rollout across the 10 largest population centers in the
U.S.”
Hui Chen, CEO of Yotta, added: “We believe NaturalShrimp’s
patented technologies, attractive business model and unit economics
provides a premium pricing opportunity for fresh, locally grown
product that is of superior quality and sustainable. We further
believe that NaturalShrimp is well-positioned to become a premier
provider of shrimp in the U.S., and we are pleased that Yotta’s
stockholders will have the opportunity to invest and help fill the
gap in the large and growing shrimp market with land-based
gourmet-grade shrimp without the use of antibiotics, probiotics or
toxic chemicals.”
The Business Combination Agreement has been approved by the
Board of Directors of each of NaturalShrimp and Yotta.
Certain stockholders of both NaturalShrimp and Yotta have
entered into agreements pursuant to which they have committed to
vote their respective shares in favor of the business
combination.
The NaturalShrimp - Yotta Business Combination
Agreement
Under the terms of the Business Combination Agreement with
Yotta, Yotta Merger Sub, Inc., a Nevada corporation (“Merger Sub”)
and wholly owned subsidiary of Yotta Acquisition Corporation, will
merge with and into the NaturalShrimp, after which the
NaturalShrimp will be the surviving company and a wholly owned
subsidiary of Yotta Acquisition Corp. and Yotta shall change its
name to NaturalShrimp, Inc.
Yotta Acquisition Corp. will issue 17.5 million of its common
shares (current valuation of $175.0 million) to the security
holders of NaturalShrimp. In addition, the stockholders of Natural
Shrimp are entitled to receive an additional 5.0 million common
shares (current valuation of $50.0 million) based on achieving
certain revenue targets for 2024 and 5 million common shares
(current valuation of $50 million) based on achieving certain
revenue targets for 2025. The transactions contemplated by the
Business Combination Agreement and the ancillary agreements thereto
are referred to, collectively, as the “Transaction.”
The Business Combination Agreement contains covenants in respect
of non-solicitation of alternative acquisition proposals and a
termination fee payable to Yotta in certain circumstances.
The proposed business combination is expected to close in the
first quarter of 2023, subject to the satisfaction of customary
closing conditions, including the effectiveness of the registration
statement on Form S-4 that Yotta is required to file with the U.S.
Securities and Exchange Commission (“SEC”), required Nasdaq
approval, and the approval of the proposed Transaction and the
Business Combination Agreement by a majority of the stockholders of
NaturalShrimp and a majority of Yotta stockholders voting to
approve thereon. Post-closing, the combined company Board of
Directors will include seven directors designated by NaturalShrimp.
Additional information may be found in the Current Reports on Form
8-K being filed by NaturalShrimp and Yotta with the U.S. Securities
and Exchange Commission (“SEC”) in connection with the announcement
of the execution of the Business Combination Agreement.
NaturalShrimp intends to use the proceeds from the proposed
Transaction to accelerate commercialization and production ramp up
of its farm-to-table sushi grade shrimp and fresh seafood.
Advisors
Joseph Gunnar & Co., LLC and Roth Capital Partners, LLC, are
serving as advisors to NaturalShrimp. Lucosky Brookman LLP is
serving as legal counsel to NaturalShrimp.
Chardan is serving as financial advisor to Yotta. Loeb &
Loeb LLP is serving as legal counsel to Yotta.
About NaturalShrimp
NaturalShrimp, Incorporated is a publicly traded aquaculture
Company, headquartered in Dallas, with production facilities
located near San Antonio, Texas and Webster City, Iowa. The Company
has developed the first commercially viable system for growing
shrimp in enclosed, salt-water systems, using patented technology
to produce fresh, naturally grown shrimp, without the use of
antibiotics or toxic chemicals. NaturalShrimp systems can be
located anywhere in the world to produce gourmet-grade Pacific
white shrimp. For more information visit www.naturalshrimp.com.
About Yotta Acquisition Corporation
Yotta is led by founder Hui Chen (CEO). Yotta is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or similar business combination with one or more
businesses. Although there is no restriction or limitation on what
industry or geographic region its target operates in, Yotta intends
to focus on high technology, blockchain, software and hardware,
ecommerce, social media and other general business industries
globally.
Additional Information about the Proposed Transaction and
Where to Find It
This press release relates to a proposed transaction between
NaturalShrimp, Inc. and Yotta Acquisition Corporation. This press
release does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In connection with the transaction described herein,
Yotta intends to file relevant materials with the SEC including a
registration statement on Form S-4, which will include a prospectus
with respect to the combined company’s securities to be issued in
connection with the business combination and a proxy statement with
respect to the stockholder meeting of Yotta to vote on the business
combination. Promptly after the registration statement is declared
effective by the SEC, Yotta will mail the definitive proxy
statement/prospectus and a proxy card to each stockholder as of a
record date for the meeting of Yotta stockholders to be established
for voting on the proposed business combination. Yotta urges its
investors, stockholders and other interested persons to read, when
available, the preliminary proxy statement/prospectus as well as
other documents filed with the SEC because these documents will
contain important information about Yotta, NaturalShrimp and the
business combination. Once available, stockholders will also be
able to obtain a copy of the Form S-4, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: Yotta Acquisition
Corporation, Attn: Hui Chen. The preliminary and definitive proxy
statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
Participants in the Solicitation
Yotta and its directors and executive officers may be deemed
participants in the solicitation of proxies from Yotta stockholders
with respect to the Transaction. Information about Yotta’s
directors and executive officers and a description of their
interests in Yotta will be included in the proxy
statement/prospectus for the proposed Transaction and be available
at the SEC’s website (www.sec.gov). Additional information
regarding the interests of such participants will be contained in
the proxy statement/prospectus for the proposed Transaction when
available.
NaturalShrimp and its directors and executive officers also may
be deemed to be participants in the solicitation of proxies from
the stockholders of Yotta in connection with the proposed
Transaction. Information about NaturalShrimp’s directors and
executive officers is set forth in NaturalShrimp’s Annual Report on
Form 10-K for the year ended March 31, 2022, as filed with the SEC
on June 29, 2022, and information regarding their interests in the
proposed transaction will be included in the proxy
statement/prospectus for the proposed Transaction.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Transaction and does not constitute an
offer to sell or the solicitation of an offer to buy any securities
nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation, exchange, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Forward-Looking Statements
This press release contains includes a number of forward-looking
statements that reflect management's current views with respect to
future events and financial performance. Forward-looking statements
are projections in respect of future events or our future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other
comparable terminology. These statements include statements
regarding the intent, belief or current expectations of us and
members of our management team, as well as the assumptions on which
such statements are based. Prospective investors are cautioned that
any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual
results may differ materially from those contemplated by such
forward-looking statements. These statements are only predictions
and involve known and unknown risks, uncertainties and other
factors, including the risks set forth in the section entitled
“Risk Factors” in the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 2021, any of which may cause our
company’s or our industry’s actual results, levels of activity,
performance or achievements to be materially different from any
future results, levels of activity, performance or achievements
expressed or implied in our forward-looking statements.
The forward-looking statements are based on the current
expectations of the management of NaturalShrimp and Yotta, as
applicable, and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of
the date of such statement. There can be no assurance that future
developments will be those that have been anticipated.
Forward-looking statements reflect material expectations and
assumptions, including, without limitation, expectations and
assumptions relating to: the future price of metals; the stability
of the financial and capital markets; NaturalShrimp and Yotta being
able to receive all required regulatory, third-party and
shareholder approvals for the proposed Transaction; the amount of
redemptions by Yotta public shareholders; and other current
estimates and assumptions regarding the proposed Transaction and
its benefits. Such expectations and assumptions are inherently
subject to uncertainties and contingencies regarding future events
and, as such, are subject to change. Forward-looking statements
involve a number of risks, uncertainties or other factors that may
cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to,
those discussed and identified in public filings made by
NaturalShrimp and Yotta with the SEC; the amount of any redemptions
by existing holders of Yotta Class A Shares being greater than
expected, which may reduce the cash in trust available to
NaturalShrimp upon the consummation of the business combination;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination
Agreement and/or payment of the termination fees; the outcome of
any legal proceedings that may be instituted against NaturalShrimp
or Yotta following announcement of the Business Combination
Agreement and the transactions contemplated therein; the inability
to complete the proposed transactions due to, among other things,
the failure to obtain NaturalShrimp shareholder approval or Yotta
shareholder approval; the risk that the announcement and
consummation of the proposed transactions disrupts NaturalShrimp’s
current plans; the ability to recognize the anticipated benefits of
the proposed transactions; unexpected costs related to the proposed
transactions; the risks that the consummation of the proposed
transactions is substantially delayed or does not occur, including
prior to the date on which Yotta is required to liquidate under the
terms of its charter documents.
Should one or more of these risks or uncertainties materialize
or should any of the assumptions made by the management of
NaturalShrimp and Yotta prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements.
All subsequent written and oral forward-looking statements
concerning the proposed Transaction or other matters addressed in
this press release and attributable to NaturalShrimp, Yotta or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this press release. Except to the extent required by applicable law
or regulation, NaturalShrimp and Yotta undertake no obligation to
update these forward-looking statements to reflect events or
circumstances after the date of this press release to reflect the
occurrence of unanticipated events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221025005704/en/
Investor Relations Contact Chris Tyson Executive Vice
President MZ North America Direct: 949-491-8235 SHMP@mzgroup.us
YOTA Contact Hui Chen Chief Executive Officer Yotta Acquisition
Corporation hchen@yottaac.com
Yotta Acquisition (NASDAQ:YOTA)
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