Item 1.02. Termination of a Material Definitive Agreement.
By letter dated August 10, 2023 (the “Termination Letter”), Yotta Acquisition Corporation (the “Registrant”) informed NaturalShrimp Incorporated (“NaturalShrimp”) that it was terminating Merger Agreement by and among NaturalShrimp Incorporated, Yotta Acquisition Corporation and Yotta Merger Sub, Inc. (the “Merger Sub”), dated as of October 24, 2022 (the “Agreement”). The termination of the Agreement was due to breaches by NaturalShrimp of its obligations thereunder including, but not limited to, NaturalShrimp’s obligation to share the costs associated with the extension of the deadline by which the Registrant must complete an initial business combination. Although the payments were to be shared equally, NaturalShrimp failed to provide its portion despite being notified of its obligation to do so.
NaturalShrimp has not responded to the Termination Letter but previously sent a notification that it was terminating the Agreement. The Registrant rejected that purported termination as it does not believe NaturalShrimp has a legal basis under the Agreement to terminate it. Moreover, pursuant to Section 10.2(b) of the Agreement, NaturalShrimp was not authorized to terminate the Agreement when it was in breach of its terms.
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.
