NATURALSHRIMP INCORPORATED Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
The Merger Agreement and the transactions contemplated thereby (the "Transactions") were approved by the board of directors of each of the Company, Yotta, and Merger Sub.
The Merger Agreement provides, among other things, that Merger Sub will merge
with and into the Company, with the Company as the surviving company in the
merger and, after giving effect to such merger, the Company shall be a
wholly-owned subsidiary of Yotta (the "Merger"). In addition, Yotta will be
renamed "
On
Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Additional Information
In connection with the Merger and the other Transactions, Yotta has filed
relevant materials with the
2
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
Transactions. Information about Yotta's directors and executive officers and a
description of their interests in Yotta and the Transactions is included in the
proxy statement/information statement/prospectus for the Transactions and
available at the
The Company 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 Transactions. Information about the Company's directors and
executive officers is set forth in the Company's Annual Report on Form 10-K for
the year ended
Forward Looking Statements
The press release incorporated by reference herein contains a number of
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Such statements reflect management's current views with
respect to future events and are subject to numerous assumptions, risks, and
uncertainties. Actual results may differ materially from those contemplated by
such forward-looking statements for a variety of reasons including: the
stability of the financial and capital markets; the Company and Yotta being able
to receive all required third-party and stockholder approvals for the
Transactions; the amount of redemptions by Yotta public shareholders; the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement; the outcome of any legal proceedings
that may be instituted against the Company or Yotta following announcement of
the Merger Agreement and the Transactions; the risk that the announcement and
consummation of the proposed transactions disrupts the Company's current plans;
the ability to recognize the anticipated benefits of the Transactions;
unexpected costs related to the proposed Transactions; the risks that the
consummation of the 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; and those discussed and identified in filings
made by the Company and Yotta with the
Disclaimer
This communication does not constitute an offer to sell, or the solicitation of an offer to buy or exchange, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 99.1 Press Release datedApril 28, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
© Edgar Online, source
