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Yotta Acquisition Corporation(YOTAU) - 2023 Q2 - Quarterly Report
YOTAUYotta Acquisition Corporation(YOTAU)2023-09-18 21:04

Financial Performance - The Company had a net income of 238,896forthethreemonthsendedJune30,2023,comparedtoanetlossof238,896 for the three months ended June 30, 2023, compared to a net loss of 20,219 for the same period in 2022[155]. - For the six months ended June 30, 2023, the Company reported a net income of 310,274,whileinthesameperiodof2022,ithadanetlossof310,274, while in the same period of 2022, it had a net loss of 20,219[156]. IPO and Proceeds - The Company raised gross proceeds of 100millionfromitsIPObyissuing10millionunitsat100 million from its IPO by issuing 10 million units at 10.00 per unit[157]. - An additional 15millionwasgeneratedfromthefullexerciseoftheunderwriters′over−allotmentoption,bringingtotalgrossproceedsto15 million was generated from the full exercise of the underwriters' over-allotment option, bringing total gross proceeds to 115 million placed in a Trust Account[158]. Trust Account and Securities - As of June 30, 2023, the Company had marketable securities in the Trust Account amounting to 42,962,341[161].−TheCompanyincurredaworkingcapitaldeficitof42,962,341[161]. - The Company incurred a working capital deficit of 3,399,349 as of June 30, 2023[162]. Business Combination and Merger - The Company plans to issue 17.5 million shares of common stock to former security holders of NaturalShrimp upon the completion of the merger[139]. - A breakup fee of 3millionisduetotheCompanyiftheMergerAgreementisterminatedduetoadefaultbyNaturalShrimp[139].−TheproposedbusinesscombinationwithNaturalShrimpisexpectedtocloseinthesecondquarterof2023,subjecttovariousapprovals[141].−TheCompanyhasextendedthedeadlinetocompleteabusinesscombinationtoSeptember22,2023,withthepossibilityoffurtherextensionsuntilApril22,2024[162].−TheCompanyexpectstoincursignificantprofessionalcoststoremainpubliclytradedandmayneedadditionalfinancingforitsBusinessCombination[163].−IftheCompanycannotcompleteaBusinessCombinationbyApril22,2024,itwillceaseoperationsandliquidate,raisingsubstantialdoubtaboutitsabilitytocontinueasagoingconcern[164].FinancialArrangements−TheCompanyhasnooff−balancesheetarrangementsasofJune30,2023,anddoesnotparticipateintransactionsthatcreaterelationshipswithunconsolidatedentities[166].−TheCompanyintendstopaytheSponsoratotalof3 million is due to the Company if the Merger Agreement is terminated due to a default by NaturalShrimp[139]. - The proposed business combination with NaturalShrimp is expected to close in the second quarter of 2023, subject to various approvals[141]. - The Company has extended the deadline to complete a business combination to September 22, 2023, with the possibility of further extensions until April 22, 2024[162]. - The Company expects to incur significant professional costs to remain publicly traded and may need additional financing for its Business Combination[163]. - If the Company cannot complete a Business Combination by April 22, 2024, it will cease operations and liquidate, raising substantial doubt about its ability to continue as a going concern[164]. Financial Arrangements - The Company has no off-balance sheet arrangements as of June 30, 2023, and does not participate in transactions that create relationships with unconsolidated entities[166]. - The Company intends to pay the Sponsor a total of 10,000 per month for administrative services, with payments deferred until the consummation of the Business Combination[167]. - Upon closing of a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the gross proceeds of the IPO, totaling 2,300,000,andadeferredfeeof3.52,300,000, and a deferred fee of 3.5%, totaling 4,025,000[168]. - The Company has granted a right of first refusal to Chardan for 18 months post-Business Combination for future public and private equity and debt offerings[169]. Accounting and Financial Reporting - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments[171]. - The Company accounts for warrants based on specific terms, determining whether they are equity-classified or liability-classified instruments[173]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[175]. - The Company is assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023[177].