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Yotta Acquisition Corporation(YOTAU) - 2024 Q2 - Quarterly Report

Financial Performance - For the three months ended June 30, 2024, the Company reported a net income of 233,436,downfrom233,436, down from 238,896 in the same period of 2023 [154]. - For the six months ended June 30, 2024, the Company had a net income of 191,856,comparedto191,856, compared to 310,274 for the same period in 2023 [155]. - The Company reported a working capital deficit of 3,894,187andcashof3,894,187 and cash of 68,525 outside the Trust Account as of June 30, 2024 [160]. IPO and Fundraising - The Company generated gross proceeds of 100millionfromtheIPOof10,000,000unitsatanofferingpriceof100 million from the IPO of 10,000,000 units at an offering price of 10.00 per unit [156]. - An additional 15millionwasraisedthroughthefullexerciseoftheunderwritersoverallotmentoption,resultinginatotalof15 million was raised through the full exercise of the underwriters' over-allotment option, resulting in a total of 115 million placed in a trust account [157][158]. - Upon closing a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the IPO gross proceeds, totaling 2,300,000,plusadeferredfeeof3.52,300,000, plus a deferred fee of 3.5% amounting to 4,025,000 [167]. Business Operations and Future Outlook - The Company has not engaged in any operations or generated operating revenues to date, focusing solely on organizational activities and preparing for the IPO [152]. - The Company expects to incur increased expenses due to being a public company and for due diligence related to business combinations [153]. - The Company expects to incur significant professional and transaction costs in pursuit of a Business Combination [161]. - Management has raised substantial doubt about the Company's ability to continue as a going concern if the Business Combination is not completed by the extended deadline [162]. Business Combination and Related Agreements - The Merger Agreement with NaturalShrimp was terminated due to breaches by NaturalShrimp, with a 3millionterminationfeedemandedbytheCompany[150][151].TheCompanyextendedthedeadlineforcompletingaBusinessCombinationtoAugust22,2024,withoutadditionaldepositstotheTrustAccount[160].IfaBusinessCombinationisnotcompletedbyAugust22,2024,theCompanywillfacemandatoryliquidationanddissolution[162].TheCompanyenteredintoNonRedemptionAgreements,transferring299,340sharesvaluedatapproximately3 million termination fee demanded by the Company [150][151]. - The Company extended the deadline for completing a Business Combination to August 22, 2024, without additional deposits to the Trust Account [160]. - If a Business Combination is not completed by August 22, 2024, the Company will face mandatory liquidation and dissolution [162]. - The Company entered into Non-Redemption Agreements, transferring 299,340 shares valued at approximately 446,735 to third parties in exchange for not redeeming shares [165]. - The Company may need additional financing to complete its Business Combination or to redeem public shares [161]. Financial Position and Trust Account - As of June 30, 2024, the Company had outstanding promissory notes and convertible notes totaling 2,177,000[149].TheCompanyissuedatotalof2,177,000 [149]. - The Company issued a total of 575,000 in unsecured promissory notes to extend the time for completing an initial business combination [137]. - A total of 7,414,905 shares were tendered for redemption, resulting in approximately 76,322,364withdrawnfromtheTrustaccount[139].AsofJune30,2024,theTrustAccountheldmarketablesecuritiesamountingto76,322,364 withdrawn from the Trust account [139]. - As of June 30, 2024, the Trust Account held marketable securities amounting to 8,127,916, which may be used for tax payments and business acquisitions [159]. - The Company has no off-balance sheet arrangements as of June 30, 2024 [164].