United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
October
24, 2022
Date
of Report (Date of earliest event reported)
Yotta Acquisition Corporation
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41357 |
|
86-3374167 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1185 Avenue of the Americas, Suite 301
New York, NY 10036 |
|
10036 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (212) 612-1400
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Units, each consisting
of one share of Common Stock and one Redeemable Warrant and one Right |
|
YOTAU |
|
The Nasdaq Stock Market LLC |
| Common Stock, par value
$0.0001 per share |
|
YOTA |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each
warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share |
|
YOTAW |
|
The Nasdaq Stock Market LLC |
| One Right to receive 1/10th
of one share of Common Stock |
|
YOTAR |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
The
Merger Agreement
On
October 24, 2022, Yotta Acquisition Corporation (the “Registrant” or the “Parent”) entered into a Merger Agreement
(the “Agreement”) by and among NaturalShrimp Incorporated, a Nevada corporation (the “Company”), the Registrant,
and Yotta Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and wholly-owned subsidiary of the Registrant, pursuant to
which Merger Sub will merge with and into the Company (the “Merger”) with the Company as the surviving corporation of the
Merger and becoming a wholly-owned subsidiary of Parent. In connection with the Merger, the Parent will change its name to “NaturalShrimp,
Incorporated” or such other name designated by the Company by notice to Parent. The Board of Directors of the Registrant (the “Board”)
has unanimously (i) approved and declared advisable the Agreement, the Merger and the other transactions contemplated thereby and (ii)
resolved to recommend approval of the Agreement and related matters by the stockholders of the Registrant. A copy of the Agreement is
filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Company
Securities
Merger
Consideration. At the closing of the Merger, the Parent will issue 17.5 million shares of its common stock, par value
$0.0001 per share (the “Parent Common Stock”) to the former security holders of the Company, as further described in the
Agreement.
Earnout. Following the closing of
the Merger, the former securityholders of the Company will be entitled to receive up to 10,000,000 additional shares of Parent Common
Stock if, following the closing of the Merger, the Company meets or exceeds either of two annual revenue thresholds for each of the fiscal
years ending on March 31, 2024 and March 31, 2025 After the Closing of the Merger, if the Company meets or exceeds $15,000,000 in revenue
(per its audited financial statements) for the fiscal year ending March 31, 2024, then Parent will issue 5,000,000 shares of Parent Common
Stock to the former securityholders of the Company. If the Company meets or exceeds $30,000,000 in revenue (per its audited financial
statements) for the fiscal year ending March 31, 2025, then Parent will issue 5,000,000 shares of Parent Common Stock to the former securityholders
of the Company.
Representations
and Warranties
The
Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity
organization, good standing and qualification, (ii) capital structure, (iii) authorization to enter into the Agreement, (iv)
compliance with laws and permits, (v) taxes, (vi) financial statements and internal control over financial reporting, (vii) real and personal property,
(viii) material contracts, (ix) environmental matters, (x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii)
brokers and finders.
Covenants
The
Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation
of the Merger and efforts to satisfy conditions to consummation of the Merger. The Agreement also contains additional covenants of the
parties, including, among others, covenants providing for the Registrant and the Company to use reasonable best efforts to cooperate
in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Agreement) required to be filed
in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of the Registrant,
approvals of the restated certificate of incorporation, the post-closing board of directors and the share issuance under Nasdaq rules.
The Registrant has also agreed to include in the Proxy Statement the recommendation of its board that stockholders approve all of the proposals
to be presented at the special meeting.
Exclusivity
Each
of the Registrant and the Company has agreed that from the date of the Agreement to the earlier of the closing of the Merger and the
termination of the Agreement, neither the Company nor the Parent will: (i) encourage, solicit, initiate, engage or participate
in negotiations with any party concerning any alternative transaction, (ii) take any other action intended or designed to facilitate
the efforts of any person relating to a possible alternative transaction or (iii) approve, recommend or enter into any alternative transaction
or any contract or agreement related to any alternative transaction.
Conditions
to Closing
The
consummation of the Merger is conditioned upon customary closing conditions including: (i) no authority having enacted, issued, promulgated,
enforced or entered any law or order which is then in effect that makes the transactions contemplated by the Agreement illegal or otherwise
prohibits consummation of such transactions; (ii) no legal action having been commenced or asserted in writing (and not orally) by any
authority to enjoin or otherwise materially restrict the consummation of the Closing; (iii) the approval of the Agreement by the requisite
vote of the stockholders of the Company; (iv) each of the Required Parent Proposals (as defined in the Agreement) having been approved
at Parent’s stockholder meeting; (v) Parent’s initial listing application filed with Nasdaq in connection with the Merger
having been approved; (vi) the Form S-4 filed by the Registrant relating to the Merger Agreement and the Merger will have been declared
effective and no stop order suspending the effectiveness of the Form S-4 will have been issued by the Securities and Exchange Commission
(“SEC”) that remains in effect and no proceeding seeking such a stop order will have been initiated by the SEC and not withdrawn;
(vii) each party having performed or complied with the provisions of the Agreement applicable to it, subject to agreed upon standards;
(viii) the truth and accuracy of each party’s representations and warranties included in the Agreement, subject to agreed-upon
standards; (ix) the absence of any material adverse effect with respect to a party to the Agreement; (x) the receipt of a certificate,
dated as of the Closing, signed by the respective Chief Executive Officer certifying the compliance with various closing conditions;
(xi) the execution by the relevant party or parties of all ancillary documents; (xii) the Company will have delivered to Parent a duly
executed certificate conforming to the requirements of Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the United States Treasury
regulations, and a notice to be delivered to the United States Internal Revenue Service as required under Section 1.897-2(h)(2) of the
United States Treasury regulations, each dated no more than 30 days prior to the Closing Date and in form and substance reasonable acceptable
to Parent; (xiii) no more than 5% of the issued and outstanding shares of Company Capital Stock having exercised dissenters’ rights
of appraisal; (xiv) the Company having provided each Company Consent set forth on Schedule 4.8 of the Agreement; (xv) the Company having
delivered to Parent the financial statements required to be included in the Parent’s SEC Documents; (xvi) each Company Securityholder
listed on Schedule 7.4(a) of the Agreement will have entered into a Company Lock-Up Agreement with respect to such Company Securityholder’s
Merger Consideration Shares (as defined in the Agreement); (xvii) the Company having entered into agreements or obtained the written
consent of the holders of the Company Warrants and shares of Company Preferred Stock outstanding immediately prior to the time at which
the Merger becomes effective (the “Effective Time”), or the holders of all such Company Warrants and shares of Company Preferred
Stock will be obligated to comply with the terms of such an agreement or consent, in accordance with Section 7.5(a), Section 7.5(b),
or Section 7.5(c) of the Agreement; (xviii) the Convertible Note having been amended to eliminate its conversion provisions or the holder
thereof will have irrevocably waived its ability to convert the Redemption Amount (as defined in the Convertible Note) into shares of
Company Common Stock, with the effectiveness of such amendment or waiver contingent on and effective as of the Effective Time; (xix)
any regulatory approvals of the Merger required by FINRA having been obtained; (xx) the Amended Parent Charter will have been filed with
the Delaware Secretary of State and become effective; (xxi) the Company will have received a certificate, dated as of the Closing Date,
from the Secretary of each of Parent and Merger Sub certifying certain matters; (xxii) Parent will have received a certificate from the
Company’s Secretary, dated as of the Closing Date certifying to certain matters; (xxiii) each of Parent, Sponsor or other stockholder
of Parent, as applicable, will have executed and delivered to the Company a copy of each Additional Agreement to which Parent, Sponsor
or such other stockholder of Parent, as applicable, is a party; (xxiv) the receipt by the Company of the resignations of the Registrant’s
directors; and (xxv) the post-Effective Time Parent Board of Directors and Company Board of Directors being in compliance with the size
and composition requirements of the Agreement.
Termination
The Agreement may be terminated
at any time prior to the Closing as follows: (i) by the Parent or the Company, in the event that (a) the Closing of the transactions has
not occurred by July 22, 2023 or, if an Additional Extension Period (as defined in the Agreement) has been approved, then by the expiration
of the Additional Extension Period (such date, the “Outside Closing Date”); (ii) if any authority has issued an order or enacted
a law, having the effect of making the transactions contemplated by the Agreement illegal or otherwise permanently restraining, enjoining
or otherwise prohibiting the consummation of the transactions contemplated by the Agreement, which order or law is final and non-appealable;
provided that, the actions of the party seeking to terminate was not a substantial cause of, or substantially resulted in, such action
by such authority; (iii) by mutual written consent of the parties; (iv) by either the Parent or the Company if the other has breached
any representation, warranty, agreement or covenant contained in the Agreement such that the conditions to Closing cannot be satisfied
and such breach cannot be cured by the earlier of 30 days following receipt of written notice of such breach and the Outside Closing Date;
and (v) by the Registrant, if: (a) at any time after the Company Stockholder Written Consent Deadline (as defined in the Agreement) the
Company has not received the Company Stockholder Approval; or (b) the Company has failed to comply with its covenants under Section 7.5
of the Agreement in the time period set forth in Section 7.5.
Breakup
Fee
In the event the Registrant
or the Company validly terminates the Agreement because of a default by the other, a breakup fee of $3.0 million will be due to the terminating
party.
Certain
Related Agreements
Parent
Support Agreement
Concurrent
with the execution of the Agreement, Yotta Investment LLC (the “Sponsor”) entered into a Parent Stockholder Support Agreement
with the Company and the Registrant in which the Sponsor agreed to (i) not transfer any shares or redeem any shares of Parent Common
Stock held by it unless the buyer, assignee, or transferee thereof executes a joinder agreement to the Parent Stockholder Support Agreement
and (ii) to vote in favor of the adoption of the Agreement and the other proposals to be presented at the special meeting of stockholders
at which the Agreement and related proposals are considered. A copy of the Parent Stockholder Support Agreement is filed as Exhibit 10.1
hereto and is incorporated herein by reference.
Company
Support Agreement
Concurrent
with the execution of the Agreement, certain stockholders of the Company entered into a Company Stockholder Support Agreement with the
Registrant and the Company in which each such stockholder agreed to vote their shares of Company Capital Stock in favor of the Agreement
and the transactions contemplated thereby. Stockholders also agreed to: (i) waive any rights of appraisal, dissenter’s rights,
and any similar rights under applicable law and not to sell or otherwise transfer any of their shares of Company Capital Stock unless
the buyer, assignee, or transferee thereof executes a joinder agreement to the Company Stockholder Support Agreement; and (ii) convert
any shares of Company preferred stock owned by them into Company Common Stock prior to the Merger. A copy of the Company Stockholder
Support Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Sponsor
Lock-up Agreement
The Agreement provides that
the Registrant, the Company and the Sponsor will enter into a sponsor lock-up agreement (the “Sponsor Lock-Up Agreement”),
pursuant to which the Sponsor will not (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of Parent Common Stock held by them at the Effective Time (such shares, together with any securities convertible into or exchangeable
for or representing the rights to receive shares of Parent Common Stock as of the Effective Time, the “Sponsor Lock-Up Shares”),
(ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers,
in whole or in part, any of the economic consequences of ownership of the Sponsor Lock-up Shares, (iv) publicly disclose the intention
to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or (v) engage in
any short sales with respect to any security of the Parent, until the date that is six months after the date on which the Effective Time
occurs. A copy of the Sponsor Lock-Up Agreement is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
Company
Lock-up Agreement
The
Agreement provides that the Registrant, the Company and certain Company stockholders will enter into a lock-up agreement (the “Company
Lock-Up Agreement”), pursuant to which such Company stockholders will agree, subject to certain customary exceptions, not to (i)
sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Parent Common Stock
they receive in the Merger (the “Company Lock-Up Shares”), (ii) enter into a transaction that would have the same effect,
(iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership
of the Company Lock-Up Shares, (iv) publicly disclose the intention to effect any transaction specified in clause (i) or (iii), or (v)
engage in any short sales with respect to any security of Parent, until the date that is six months after the date on which the Effective
Time occurs. A copy of the Company Lock-Up Agreement is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
The
Agreement and other agreements described above have been included to provide investors with information regarding their respective terms.
They are not intended to provide any other factual information about the Registrant or the Company or the other parties thereto. In particular,
the assertions embodied in the representations and warranties in the Agreement were made as of a specified date, are modified or qualified
by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Agreement,
may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been
used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Agreement are not
necessarily characterizations of the actual state of facts about the Registrant, the Company or the other parties thereto at the time
they were made or otherwise and should only be read in conjunction with the other information that the Registrant makes publicly available
in reports, statements and other documents filed with the SEC. The Registrant’s and the Company’s investors and securityholders
are not third-party beneficiaries under the Agreement.
Item
7.01 Regulation FD Disclosure.
On
October 25, 2022, the Registrant and the Company issued a joint press release announcing the execution of the Agreement. A copy of the
press release is furnished hereto as Exhibit 99.1.
The
information in this Item 7.01 and Exhibit 99.1, attached hereto will not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Important
Information for Investors and Stockholders
This
document relates to a proposed transaction between the Registrant and the Company. This document does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will 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. The Registrant intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves
as a prospectus and proxy statement of the Registrant, referred to as a proxy statement/prospectus. A proxy statement/prospectus will
be sent to all of the Registrant’s stockholders. The Registrant also will file other documents regarding the proposed transaction
with the SEC. Before making any voting decision, investors and security holders of the Registrant are urged to read the registration
statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with
the proposed transaction as they become available because they will contain important information about the proposed transaction.
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. Investors and security holders
will also be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by the Registrant through the website maintained by the SEC at www.sec.gov.
Participants
in the Solicitation
The
Parent and its directors and executive officers may be deemed participants in the solicitation of proxies from Parent’s stockholders
with respect to the business combination. Information about Parent’s directors and executive officers and a description of their
interests in Parent 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.
The
Company and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders
of Parent in connection with the proposed business combination. Information about The Company’s directors and executive officers
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
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor will there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated: October
25, 2022 |
|
| |
|
| YOTTA ACQUISITION
CORPORATION |
|
| |
|
| By: |
/s/
Hui Chen |
|
| Name: |
Hui
Chen |
|
| Title: |
Chief Executive Officer |
|
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