As previously disclosed, on October 24, 2022, NaturalShrimp Incorporated, a Nevada corporation (the “Company”), entered into a Merger Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Yotta Acquisition Corporation, a Delaware corporation (“Yotta”), and Yotta Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Yotta (“Merger Sub”).
The Merger Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the board of directors of each of the Company, Yotta, and Merger Sub.
The Merger Agreement provides, among other things, that Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, the Company shall be a wholly-owned subsidiary of Yotta (the “Merger”). In addition, Yotta will be renamed “NaturalShrimp, Incorporated” or such other name as shall be designated by the Company.
On April 28, 2023, the Company issued a press release in connection with Yotta’s filing of amendment No. 1 to the Registration Statement on Form S-4 containing a preliminary proxy statement/information statement/prospectus in connection with the Merger. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Additional Information
In connection with the Merger and the other Transactions, Yotta has filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”) including a registration statement on Form S-4, which includes a prospectus with respect to its common stock to be issued in connection with the Merger and a proxy statement with respect to the stockholder meeting of Yotta to vote on the Transactions. Promptly after the registration statement is declared effective by the SEC, Yotta and the Company will mail the definitive proxy statement/information statement/prospectus to each of their respective stockholders. Investors and securityholders of the Company and other interested persons are urged to read the preliminary and, when available, the definitive proxy statement/information statement/prospectus as well as other documents that Yotta and the Company file with the SEC, as well as any amendments or supplements to those documents, because they contain important information about the Company, Yotta, and the Merger. Once available, stockholders will also be able to obtain a copy of the Registration Statement, including the proxy statement/information statement/prospectus, and other documents filed with the SEC without charge, at the SEC’s website at http://www.sec.gov and, with respect to documents filed by the Company, from the Company’s website at www.naturalshrimp.com.
