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Yotta Acquisition Corporation(YOTAU) - 2024 Q4 - Annual Report
YOTAUYotta Acquisition Corporation(YOTAU)2025-03-31 20:59

Financial Performance - The company had a net income of 180,036fortheyearendedDecember31,2024,comparedtoanetincomeof180,036 for the year ended December 31, 2024, compared to a net income of 1,429,419 for the year ended December 31, 2023[92]. - As of December 31, 2024, the Company had cash of 194,779outsidetheTrustAccountandaworkingcapitaldeficitof194,779 outside the Trust Account and a working capital deficit of 4,310,282[97]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments at the end of each reporting period[116]. - Net income per common share is calculated by dividing net income by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[119]. IPO and Capital Raising - The company generated gross proceeds of 100,000,000fromitsIPOof10,000,000unitsatanofferingpriceof100,000,000 from its IPO of 10,000,000 units at an offering price of 10.00 per unit[93]. - The Company plans to utilize cash from the IPO and private placements for its initial business combination and related expenses[76]. - The Company has entered into a Securities Purchase Agreement for a 10% Original Issue Discount Convertible Note with an aggregate principal amount of 3.894million[111].−ThePIPESPAobligatesaninvestortopurchasesharesofpreferredstockfor3.894 million[111]. - The PIPE SPA obligates an investor to purchase shares of preferred stock for 8.4 million upon closing, with additional purchases in nine tranches totaling 5millioneach[112].BusinessCombination−ThetotalconsiderationtobepaidattheclosingofthebusinesscombinationwithDRIVEiTwillbe5 million each[112]. Business Combination - The total consideration to be paid at the closing of the business combination with DRIVEiT will be 100,000,000, payable in shares of common stock valued at 10pershare[81].−TheCompanyhasextendedthedeadlinetocompleteaBusinessCombinationtoOctober22,2025,withmonthlydepositsofapproximately10 per share[81]. - The Company has extended the deadline to complete a Business Combination to October 22, 2025, with monthly deposits of approximately 18,564[97]. - If the Business Combination is not completed by October 22, 2025, the Company will face mandatory liquidation and dissolution[99]. - The Company expects to incur significant professional and transaction costs in pursuit of the Business Combination[98]. - The Company has agreed to pay EarlyBirdCapital a fee of 1% of the total consideration for assistance in finding target businesses for the Business Combination[104]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on January 10, 2024, stating it was not in compliance with the minimum Market Value of Listed Securities of at least 50million[79].−ThecompanywasgivenuntilNovember4,2024,toregaincompliancewithNasdaqListingRule5450(b)(2)(C)regardingaminimumMarketValueofPubliclyHeldSecuritiesofatleast50 million[79]. - The company was given until November 4, 2024, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(C) regarding a minimum Market Value of Publicly Held Securities of at least 15 million[80]. - The company has until July 8, 2024, to regain compliance with Nasdaq listing requirements following the notice received[79]. Shareholder Actions - An aggregate of 262,231 shares with a redemption value of approximately 2,956,394weretenderedforredemptionduringtheAugustSpecialMeeting[84].−TheCompanyhasenteredintoNon−RedemptionAgreements,resultinginthetransferof299,340sharesvaluedatapproximately2,956,394 were tendered for redemption during the August Special Meeting[84]. - The Company has entered into Non-Redemption Agreements, resulting in the transfer of 299,340 shares valued at approximately 446,735[103]. Accounting and Reporting - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[91]. - The FASB issued ASU 2023-07, effective for annual reporting periods beginning after December 15, 2023, requiring enhanced disclosures about significant segment expenses[120]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, mandates annual disclosure of specific categories in an entity's effective tax rate reconciliation[121]. - Management does not anticipate that recently issued accounting pronouncements will materially affect the company's financial statements[122]. - The company is not required to make disclosures under market risk as a smaller reporting company[123]. Securities and Equity - The company has issued warrants that qualify for equity accounting treatment, recorded as a component of additional paid-in capital upon issuance[118]. - Upon closing of a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the gross proceeds, totaling $2,300,000[102]. - The Company has no off-balance sheet arrangements as of December 31, 2024[100].