NaturalShrimp Incorporated (OTCPK:SHMP) executed a letter of intent to acquire Yotta Acquisition Corporation from Yotta Investment LLC and others in a reverse merger transaction on August 18, 2022. NaturalShrimp Incorporated entered into a definitive agreement to acquire Yotta Acquisition Corporation from Yotta Investment LLC and others for approximately $270 million in a reverse merger transaction on October 24, 2022. At the closing of the transaction, Yotta will issue 17.5 million shares of its common stock to NaturalShrimp shareholders. Following the closing of the merger, the former securityholders of NaturalShrimp will be entitled to receive up to 10 million additional shares of Yotta Common Stock if, following the closing of the merger, NaturalShrimp meets or exceeds either of two annual revenue thresholds for each of the fiscal years ending on March 31, 2024 and March 31, 2025. In the event Yotta or Yotta validly terminates the agreement because of a default by the other, a breakup fee of $3 million will be due to the terminating party.
Post-closing, the combined company Board of Directors will include seven directors designated by NaturalShrimp. The transaction is subject to the approval of the agreement by the requisite vote of the stockholders of NaturalShrimp and Yotta; Yotta's initial listing application filed with Nasdaq in connection with the Merger having been approved; the Form S-4 shall have been declared effective; the execution by the relevant party or parties of all ancillary documents; no more than 5% of the issued and outstanding shares of NaturalShrimp Capital Stock having exercised dissenters' rights of appraisal; each NaturalShrimp securityholder will have entered into a Company Lock-Up Agreement; any regulatory approvals of the merger required by FINRA having been obtained; the Amended Yotta Charter will have been filed with the Delaware Secretary of State and become effective; and resignations of the Yotta's directors. The Board of Directors of Yotta has unanimously approved the transaction. NaturalShrimp's board of directors also approved the transaction. As of January 26, 2023, Yotta Acquisition corporation announces extension of combination period and additional contribution to trust account to extend combination period for an additional three (3) months period, from January 22, 2023 to April 22, 2023. The transaction is expected to close in the first quarter of 2023.
Joseph Gunnar & Co., LLC and Roth Capital Partners, LLC, are serving as advisors to NaturalShrimp. Joseph M. Lucosky of Lucosky Brookman LLP is serving as legal counsel to NaturalShrimp. Chardan is serving as financial advisor to Yotta. Mitchell S. Nussbaum and Giovanni Caruso of Loeb & Loeb LLP serving as legal counsels to Yotta. Continental Stock Transfer & Trust Company acted as transfer agent to Yotta.