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NaturalShrimp, Incorporated (OTCQB:SHMP) ("NaturalShrimp"), a Biotechnology Aquaculture Company that has developed and patented the first shrimp-focused commercially operational RAS (Recirculating Aquaculture System), and Yotta Acquisition Corporation (NASDAQ:YOTA) ("Yotta"), a special purpose acquisition company, today announced the signing of a definitive agreement (the "Business Combination Agreement") for a proposed merger of the two companies. Under the Business Combination Agreement, NaturalShrimp will merge with a wholly owned subsidiary of Yotta. The companies intend for Yotta's common stock to continue to be listed on the Nasdaq Capital Market.
Assuming no redemptions by Yotta public stockholders, upon closing, the combined entity could have access to as much as $105 million in net cash (after paying transaction expenses) from the Yotta trust account. Final proceeds will depend upon redemption rates of current Yotta stockholders at the consummation of the proposed Transaction.
Gerald Easterling, CEO of NaturalShrimp, said: "This business combination with Yotta has the potential to significantly accelerate our efforts for commercialization and the ramp up of production of our fresh, land-based gourmet-grade shrimp at the largest indoor farming facilities in the U.S. We also expect that the merger will provide us with additional capital to advance facility expansion efforts in strategic markets in the U.S., including Florida, Nevada, and the Northeast. Our goal is to rapidly build market share in the supply-constrained, premium segment of the market for large shrimp which sell at 20%-30% price premiums utilizing our propriety, proven and scalable technologies and production system. Combined with our capital efficient model, the transaction has the potential to put NaturalShrimp on the fast track to rollout across the 10 largest population centers in the U.S."
Hui Chen, CEO of Yotta, added: "We believe NaturalShrimp's patented technologies, attractive business model and unit economics provides a premium pricing opportunity for fresh, locally grown product that is of superior quality and sustainable. We further believe that NaturalShrimp is well-positioned to become a premier provider of shrimp in the U.S., and we are pleased that Yotta's stockholders will have the opportunity to invest and help fill the gap in the large and growing shrimp market with land-based gourmet-grade shrimp without the use of antibiotics, probiotics or toxic chemicals."
The Business Combination Agreement has been approved by the Board of Directors of each of NaturalShrimp and Yotta.
Certain stockholders of both NaturalShrimp and Yotta have entered into agreements pursuant to which they have committed to vote their respective shares in favor of the business combination.
The NaturalShrimp - Yotta Business Combination Agreement
Under the terms of the Business Combination Agreement with Yotta, Yotta Merger Sub, Inc., a Nevada corporation ("Merger Sub") and wholly owned subsidiary of Yotta Acquisition Corporation, will merge with and into the NaturalShrimp, after which the NaturalShrimp will be the surviving company and a wholly owned subsidiary of Yotta Acquisition Corp. and Yotta shall change its name to NaturalShrimp, Inc.
Yotta Acquisition Corp. will issue 17.5 million of its common shares (current valuation of $175.0 million) to the security holders of NaturalShrimp. In addition, the stockholders of Natural Shrimp are entitled to receive an additional 5.0 million common shares (current valuation of $50.0 million) based on achieving certain revenue targets for 2024 and 5 million common shares (current valuation of $50 million) based on achieving certain revenue targets for 2025. The transactions contemplated by the Business Combination Agreement and the ancillary agreements thereto are referred to, collectively, as the "Transaction."
The Business Combination Agreement contains covenants in respect of non-solicitation of alternative acquisition proposals and a termination fee payable to Yotta in certain circumstances.
The proposed business combination is expected to close in the first quarter of 2023, subject to the satisfaction of customary closing conditions, including the effectiveness of the registration statement on Form S-4 that Yotta is required to file with the U.S. Securities and Exchange Commission ("SEC"), required Nasdaq approval, and the approval of the proposed Transaction and the Business Combination Agreement by a majority of the stockholders of NaturalShrimp and a majority of Yotta stockholders voting to approve thereon. Post-closing, the combined company Board of Directors will include seven directors designated by NaturalShrimp. Additional information may be found in the Current Reports on Form 8-K being filed by NaturalShrimp and Yotta with the U.S. Securities and Exchange Commission ("SEC") in connection with the announcement of the execution of the Business Combination Agreement.
NaturalShrimp intends to use the proceeds from the proposed Transaction to accelerate commercialization and production ramp up of its farm-to-table sushi grade shrimp and fresh seafood.
