Company Reports Financial Results for the Nine
Months Ended December 31, 2022
Business Combination Remains on Track to Close
in the Second Quarter of 2023
NaturalShrimp, Inc. (OTCQB: SHMP), 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 corporation, today announced the filing
of a registration statement on Form S-4 (the “Registration
Statement”), which contains a preliminary proxy
statement/prospectus, with the U.S. Securities and Exchange
Commission (“SEC”) in connection with their previously announced
proposed business combination. The Registration Statement includes
financials of NaturalShrimp for the nine months ended December 31,
2022 and 2021 and can be found here.
Management Commentary
“This week’s filing represents a key event to close our proposed
business combination with Yotta in the second quarter of 2023,”
said Gerald Easterling, CEO of NaturalShrimp. “More importantly,
the registration statement includes amended financials for nine
months 2021 and 2022 ended December 31. As we move ahead into 2023,
we remain confident in our trajectory despite the delay in the
estimated close date due to non-material events beyond our control
and look forward to sharing more on our developing story in the
months ahead.”
Hui Chen, Chief Executive Officer of Yotta Acquisition
Corporation, added, “We are pleased to have overcome the delays and
are now able to proceed with the business combination in a timely
manner.”
Proposed Business Combination Highlights
- 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.
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 NaturalShrimp
will be the surviving company and a wholly owned subsidiary of
Yotta Acquisition Corp. and Yotta shall change its name to
NaturalShrimp Incorporated.
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
second 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.
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.
About NaturalShrimp
NaturalShrimp, Inc. 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, never frozen, 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.
Additional Information about the Proposed Transaction and
Where to Find It
This press release relates to a proposed business combination
between NaturalShrimp Incorporated 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 has filed relevant materials
with the SEC including a registration statement on Form S-4, which
includes 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 and
NaturalShrimp will mail the definitive proxy statement/information
statement/prospectus to each of their respective. Yotta urges its
investors, stockholders and other interested persons to read, when
available, the preliminary proxy statement/information
statement/prospectus as well as other documents filed with the SEC
because these documents 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/information 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/information
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/information statement/prospectus for the proposed
Transaction and be available at the SEC’s website
(www.sec.gov).
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/information 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 NaturalShrimp's Annual Report on Form 10-K for
the fiscal year ended March 31, 2022, 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 common stock being greater than
expected, which will 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 Merger 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 Merger 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230428005096/en/
Investor Relations Contact
YOTA Contact: Hui Chen Chief Executive Officer Yotta Acquisition
Corporation hchen@yottaac.com
NaturalShrimp Contact Chris Tyson Executive Vice
President MZ North America Direct: 949-491-8235 SHMP@mzgroup.us
Yotta Acquisition (NASDAQ:YOTA)
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