Yotta Acquisition Corporation *

PROPOSED BUSINESS COMBINATION: DriveiT Financial Auto Group, Inc

ENTERPRISE VALUE: $tbd million

ANTICIPATED SYMBOL: tbd

Yotta Acquisition Corporation proposes to combine with DriveiT Financial Auto Group, Inc.

DRIVEiT is a company dedicated to transforming the customer EV experience. DRIVEiT offers an ecosystem encompassing EV sales, financing, and post-purchase services such as warranty, service, and parts. DRIVEiT’s vision is to become the ultimate EV superstore, providing unparalleled support throughout the entire customer journey.

SUBSEQUENT EVENT – 11/12/24 – LINK

• The SPAC and the company entered into an agreement in which the investor agreed to purchase 10% Original Issue Discount Convertible Note with an aggregate principal amount of $3.894 million.
  • Upon execution of the Note SPA, the investor purchased the full value of the Convertible Note for $2.95 million.
  • The Convertible Note accrues interest at a rate of 15% per annum, has an original issue discount of 10% and matures one year from the date of issuance.
• The Company and DRIVEiT also entered into a second Securities Purchase Agreement.
  • The investor is obligated to purchase shares of Preferred Stock for a purchase price of $8.4 million upon the closing of the Business Combination, and, after the closing of the Business Combination, in nine (9) tranches with each tranche having a purchase price of $5 million.
    • Each purchase of shares of Preferred Stock under the PIPE SPA is for a number of shares of Preferred Stock equal to the aggregate purchase price paid by the investor plus a 10% increase, multiplied by 3.25 and divided by the Stated Value of the Preferred Stock.
      • Each share of Preferred Stock has a stated value of $50,000 per share (the “Stated Value”).
  • The holders of Preferred Stock are entitled to receive dividends at a rate of 15% of the Stated Value per annum from issuance until the ten-year anniversary of the issuance date (the “Dividend Term”).
  • For a period until the one-year anniversary of the later of
    • (i) the date a registration statement registering the shares of Common Stock issuable upon conversion of all the shares of Preferred Stock is declared effective or
    • (ii) the date the Company has obtained stockholder approval approving this PIPE transaction, the investor has the right, but not the obligation, to purchase additional shares of Preferred Stock for an aggregate purchase price of $100 million upon the same terms and conditions as the purchases of Preferred Stock under the PIPE SPA.

EXTENSION – 8/26/24 – LINK

• The SPAC approved the extension from August 22, 2024 to October 22, 2025.
  •  262,231 shares of common stock of the Company were tendered for redemption.
  • An additional $0.04/Share will be deposited into the trust account.

TRANSACTION

• The stockholders of DRIVEiT will receive an aggregate of 10,000,000 shares of common stock of the combined company, which, at an implied value of $10.00 per share, would represent $100 million in equity.
• The proposed business combination is expected to be completed in the first half of 2025.
• The Sponsor will forfeit 5% of its Founder Shares on the closing date (143,750 Shares)
• Each outstanding convertible promissory note issued by the Company in connection with the Company’s bridge financing shall be converted into Yotta preferred stock and Yotta warrants in accordance with the terms of the Securities Purchase Agreement (collectively, the “Bridge Financing”).

SPAC FUNDING

• There is no additional funding at this time.

LOCK-UP

• Company and Sponsor
  • Six months from the Closing or if the share price equals or exceeds $12.50 for 20 out of 30 trading days.

NOTABLE CONDITIONS TO CLOSING

• There was no minimum cash closing condition mentioned.

NOTABLE CONDITIONS TO TERMINATION

• The Outside date will be April 22, 2025.
  • If the SEC has not declared the Form S-4 effective on or before the 8-month anniversary of the Merger Agreement, the Outside Closing Date shall be automatically extended by one month

ADVISORS

• Company
  • Loeb and Loeb LLP is acting as legal counsel.
• SPAC
  • Celine & Partners PLLC is acting as legal counsel.
  • EarlyBirdCapital Inc. is acting as capital market advisor.

EXTENSION – 9/29/23 – LINK

• The SPAC approved the extension from September 22, 2023 to August 22, 2024.
  • 3,358,759 shares of common stock of the Company were tendered for redemption for $10.66/Share.
  • No funds will be deposited into the trust account.

The below-announced combination was terminated on 7/26/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: NaturalShrimp, Inc.

ENTERPRISE VALUE: $275 million

ANTICIPATED SYMBOL: tbd

Yotta Acquisition Corporation proposes to combine with NaturalShrimp, Inc.

NaturalShrimp, Incorporated is a publicly traded aquaculture Company, headquartered in Dallas, with production facilities located near San Antonio, Texas and Webster City, Iowa. The Company has developed the first commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, naturally grown shrimp without antibiotics or toxic chemicals. NaturalShrimp systems can be located anywhere in the world to produce gourmet-grade Pacific white shrimp.

SUBSEQUENT EVENT – 9/22/23 – LINK

• The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 598,680 shares.
  • The Sponsor will transfer 300,000 shares of the Common Stock to the non-redeeming shareholders.

SUBSEQUENT EVENT – 8/16/23 – LINK

• • August 10, 2023, Yotta Acquisition Corp. (the “Registrant”) ended the Merger Agreement with NaturalShrimp Inc. and Yotta Merger Sub, Inc. (the “Merger Sub”), dated October 24, 2022.
    • The agreement was terminated due to NaturalShrimp’s breaches, including cost-sharing for the extension. Despite notice, they didn’t fulfill payment obligations.
    • NaturalShrimp didn’t respond to Termination Letter but tried prior termination. Registrant dismissed it, doubting legality due to Agreement terms and Section 10.2(b).
    • The Registrant also included in the Termination Letter a demand for the $3 million termination fee due to it under the terms of the Agreement.

SUBSEQUENT EVENT – 5/10/23 – LINK

• Common Stock Equity Financing:
  • NaturalShrimp has entered into an Equity Financing Agreement with GHS Investments LLC, who will provide up to $10,000,000 when a registration statement is approved by the SEC.
  • The company can deliver puts to GHS, and GHS will be obligated to purchase shares of the company’s common stock based on the investment amount specified in each put notice.
  • The maximum amount that the company can put to GHS in each put notice shall not exceed two hundred percent of the average daily trading dollar volume of the company’s Common Stock during the ten trading days preceding the put.
  • The company can sell shares to GHS for up to 24 months after the registration statement is approved or until GHS has purchased $10,000,000 worth of common stock.
• GHS Purchase Agreement:
  • The company entered into a purchase agreement with GHS for a maximum of 45,923,929 shares of the company’s common stock based on a total aggregate purchase price of $6,000,000.
  • The purchase can be made in a minimum amount of $10,000 and a maximum of $1.5 million.
  • The purchase price for each share will be based on the lowest VWAP during the 10 consecutive business days before the purchase date.
  • GHS has the right to participate in any financing up to an amount of 100% of the subsequent financing on the same terms, conditions, and price provided for in the subsequent financing until the later of the closing of the merger or the 12-month anniversary of the initial closing. After the merger, GHS has the right to participate in any financing up to an amount of 50% of the subsequent financing.

EXTENSION – 4/20/23 – LINK

• The SPAC approved the extension from April 22, 2023 to April 22, 2024.
  • 7,414,905 shares were redeemed for $10.31 per share.
  • $120K per month will be deposited into the trust account.

TRANSACTION

• Yotta Acquisition Corp. will issue 17.5 million of its common shares (current valuation of $175.0 million) to the security holders of NaturalShrimp.
• Assuming no redemptions, the total enterprise value is estimated at approximately $275M at the closing of the transaction.
• The proposed business combination is expected to close in the first quarter of 2023

FUNDING

• Please see Subsequent Event post from 5/10/23 for more details.

EARNOUT

• Company
  • If the Company meets or exceeds $15,000,000 in revenue for the fiscal year ending March 31, 2024, then Parent will issue 5,000,000 shares of Parent Common Stock
  • If the Company meets or exceeds $30,000,000 in revenue for the fiscal year ending March 31, 2025, then Parent will issue 5,000,000 shares of Parent Common Stock

LOCK-UP

• Sponsor and Company
  • 6 months from the Closing Date

NOTABLE CONDITIONS TO CLOSING

• There is no Cash Closing Condition mentioned.
• 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 the consummation of such transactions

NOTABLE CONDITIONS TO TERMINATION

• The Closing of the transactions has not occurred by July 22, 2023, or, if an Additional Extension Period has been approved, then by the expiration of the Additional Extension Period
• 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

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.

ADVISORS

• Joseph Gunnar & Co., LLC and Roth Capital Partners, LLC, are serving as advisors to NaturalShrimp.
• Lucosky Brookman LLP is serving as legal counsel to NaturalShrimp.
• Chardan is serving as financial advisor to Yotta.
• Loeb & Loeb LLP is serving as legal counsel to Yotta.

MANAGEMENT & BOARD

Executive Officers

Hui Chen, 50
Chief Executive Officer and Director

Mr. Chen is a cross-industry expert in computer science and law. Mr. Chen founded Law Offices of Hui Chen & Associates, PC in 2012, a New York-based law firm. Mr. Chen focuses his practice on patent prosecution, copyright infringement, and other general intellectual property matters. Mr. Chen has also been an adjunct professor at Hofstra University since September 2019, where he instructs multiple undergraduate computer science programming courses in Visual C++. Before joining Hofstra University, Mr. Chen was an adjunct associate professor at John Jay College of Criminal Justice, Pace University, Touro College, and Saint Francis College between 2000 and 2018 and was a full-time professor at Technical Career of Institute, College of Technology from December 2011 to December 2017. Before forming his law office in 2012, Mr. Chen worked for multiple Fortune 500 companies. Mr. Chen worked as an Oracle developer at eBay, Inc. from February 2008 to May 2015. Mr. Chen worked at IBM Global Services, where he was a solo back-end developer in designing and building the database and back-end process for DHS Inspection Application, from November 2007 to March 2008, and a programmer analyst between March 1998 and May 2004. Mr. Chen also worked at MultiPlan Inc. between June 2005 and February 2008 as a technical lead where he participated in designing new application systems and partnered with external vendors in coding and implementing new systems by using Java and Oracle PL/SQL. Before that, Mr. Chen worked at Pepsi Cola Inc. from January 2004 to June 2005, where he designed, coded, implemented, and documented a growth forecasting system and developed an automatic purchasing system. Mr. Chen received a Bachelor’s degree in Mechanical Engineering from Shanghai Jiaotong University in 1992, a Bachelor’s degree in HVAC from Technical Career Institutes in 1997, a Master of Science degree in Computer Science from Pace University in 2000, and his J.D. degree from Cardozo School of Law, Yeshiva University in 2010.

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Robert L. Labbe, 62
Chief Financial Officer and Director

Mr. Labbe is a real estate veteran and real estate finance attorney licensed in California and New York with over thirty (30) years of experience in real estate. Mr. Labbe also has been a manager of MCAP Realty Advisors, LLC, a real estate advisor company, since January 2010. Mr. Labbe has been the general counsel of Global Premier Development Inc. and Global Premier America, LLC, real estate development companies, from March 2012 to December 2021. Mr. Labbe was a co-founder, general counsel, and managing director of Lenders Direct Capital, a wholesale lender, and its retail affiliate Lenders Republic Financial, a nationwide mortgage banker, from May 2003 to December 2007. Mr. Labbe was also a co-founder and partner at Mazda Butler LLP, a commercial and real estate law firm in California, from January 2003 to December 2007. Mr. Labbe co-founded First Allegiance Financial, a national specialty finance company, where he was the president and chairman from September 1996 to December 1998. First Allegiance Financial was acquired by City Holding Company, a financial holding company, for approximately $22 million in 1997. Mr. Labbe received his Bachelor’s degree in Civil Law (B.C.L.) and Bachelor of Laws degree (LL.B.) from McGill University in 1982 and 1983, respectively. Mr. Labbe also received his Diplome d’Etude Collegiale St. Lawrence College (Quebec) in 1978. Mr. Labbe is a licensed broker with the California Department of Real Estate since 1990. Mr. Labbe also holds the UC Irvine Extension Light Construction and Development Management Program Certificate.

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Board of Directors

Brandon Miller, 59
Independent Director

Mr. Miller has been the managing partner at Aspect Property Management LLC, a property management company in Connecticut, since January 2015. Before joining Aspect Property Management LLC, Mr. Miller spent a decade in the consulting industry at Matté & Company, a private and public sector consulting company from January 2005 to January 2015, where he offered executive recruiting, strategic planning, leadership, and corporate consulting services. Mr. Miller was a corporate controller at Corporate Dining Solutions, a corporate catering company, from 2003 to 2005. Mr. Miller is presently a certified manager of community associations (CMCA) and an association management specialist (AMS). Mr. Miller received his Bachelor’s degree in Finance from the University of Bridgeport in 1986 and studied in Mechanical Engineering at North Carolina State University from 1980 to 1983.

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Daniel M. McCabe, 72
Independent Director

Mr. McCabe has been the managing partner of 1200 Summer Street Associates, a partnership focusing on real estate investment and management, since 1985. Mr. McCabe also has been the founding member of Daniel M. McCabe, LLC, a general practice law firm in Connecticut, since 1982. Prior to that, Mr. McCabe joined the law firm of Brennan, Dichter & Brennan in 1976 as an associate and became a partner in 1982. Mr. McCabe started his legal career as an assistant clerk of the Superior Court at Stamford from 1974 to 1976. Mr. McCabe obtained his Bachelor’s degree in Economics from University of Bridgeport in 1971 and Juris Doctor degree from St. John’s University Law School in 1974.

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Michael Lazar, 38 [Resigned 4/26/24]
Independent Director

Mr. Lazar has over 14 years of experience in guiding corporate issuers with the filing of their regulatory filings with the SEC. Mr. Lazar founded Empire Filings, a full-service financial printer, in October 2020, and has been the chief executive officer of the company since then. Mr. Lazar acted as the chief executive officer of Adorbs, Inc., an organic apparel company quoted on the OTC market, from April 2019 to October 2020. Prior to that, Mr. Lazar worked at S2 Filings, a full-service financial printer, from August 2016 to October 2020. Mr. Lazar started his career in the financial printer industry at Vintage Filings, a full-service financial printer and a division of PR Newswire, from August 2006 to August 2016. Mr. Lazar obtained his Bachelor’s degree in Economics from Brooklyn College in 2004.

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Qi Gong [Appointed 4/26/24]
Independent Director

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