Yotta Acquisition Corporation (“Yotta”), a special purpose
acquisition corporation announced that it has filed a Registration
Statement on form S-4 in connection with its proposed acquisition
of NaturalShrimp Incorporated (OTCQB: SHMP) (“NaturalShrimp”), a
biotechnology aquaculture company that has developed and patented
the first shrimp-focused commercially operational recirculating
aquaculture system.
On October 24, 2022, Yotta and NaturalShrimp entered into a
Business Combination Agreement for a proposed merger of the two
companies. 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 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, Inc. The companies intend for Yotta’s common stock
and warrants to be listed on the Nasdaq Capital Market.
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
NaturalShrimp 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.
About Yotta Acquisition Corporation
Yotta (Nasdaq: YOTA) 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 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.
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/20230105005867/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
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