NaturalShrimp Inc 8-K/A, filed Oct 27, 2022

NaturalShrimp Inc (SHMP)

8-K/A 2022-10-27 For: 2022-10-24

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Added on July 28, 2026

About this 8-K/A

NaturalShrimp Inc filed this 8-K/A on October 27, 2022, reporting on events of October 24, 2022.

Items reported

Item 9.01: Financial statements and exhibits

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Nevada		000-54030		74-3262176
(State or other jurisdiction of incorporation)		Commission File Number		(IRS Employer Identification No.)

5501 LBJ Freeway, Suite 450, Dallas, Texas		75240
(Address of principal executive offices)		(Zip Code)

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Exhibit No.		Description
2.1#		Merger Agreement by and among NaturalShrimp Incorporated, Yotta Acquisition Corporation, and Yotta Merger Sub, Inc., dated as of October 24, 2022
99.1		Joint Press Release dated October 25, 2022 (previously filed)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	NATURALSHRIMP INCORPORATED

Date: October 27, 2022	By:	/s/ William Delgado
	Name:	William Delgado
	Title:	Chief Financial Officer

		Page
Article I	DEFINITIONS	2
1.1	Definitions	2
1.2	Construction	17

Article II	MERGER	19
2.1	Merger	19
2.2	Merger Effective Time	19
2.3	Effect of the Merger	19
2.4	U.S. Tax Treatment	19
2.5	Articles of Incorporation; Bylaws	19
2.6	Closing	20
2.7	Directors and Officers of the Surviving Corporation	20
2.8	Directors and Officers of Parent	20
2.9	Taking of Necessary Action; Further Action	20
2.10	No Further Ownership Rights in Company Capital Stock	20

Article III	EFFECT OF THE MERGER	21
3.1	Effect of the Merger on Company Capital Stock	21
3.2	Treatment of Company Warrants	22
3.3	Treatment of Convertible Note	23
3.4	Dissenting Shares	23
3.5	Surrender and Payment	23
3.6	Consideration Spreadsheet	24
3.7	Contingent Consideration	25
3.8	Adjustment	27
3.9	No Fractional Shares	27
3.10	Withholding	27
3.11	Lost or Destroyed Certificates	27

Article IV	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	28
4.1	Corporate Existence and Power	28
4.2	Authorization	28
4.3	Governmental Authorization	29
4.4	Non-Contravention	30
4.5	Capitalization	30
4.6	Corporate Records	31
4.7	Subsidiaries	31
4.8	Consents	31
4.9	Financial Statements	32
4.10	Intentionally omitted.	32
4.11	Company SEC Documents	32
4.12	Absence of Certain Changes	33

4.13	Properties; Title to the Company’s Assets	34
4.14	Litigation	34
4.15	Contracts	34
4.16	Licenses and Permits	37
4.17	Compliance with Laws	37
4.18	Intellectual Property	38
4.19	Accounts Payable; Affiliate Loans	42
4.20	Employees; Employment Matters	43
4.21	Withholding	46
4.22	Employee Benefits	46
4.23	Real Property	48
4.24	Tax Matters	50
4.25	Environmental Laws	51
4.26	No Finders’ Fees	51
4.27	Directors and Officers	52
4.28	Anti-Money Laundering Laws	52
4.29	Insurance	53
4.30	Related Party Transactions	53

Article V	REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB	54
5.1	Corporate Existence and Power	54
5.2	Corporate Authorization	54
5.3	Governmental Authorization	55
5.4	Non-Contravention	55
5.5	Finders’ Fees	55
5.6	Issuance of Shares	55
5.7	Capitalization	55
5.8	Information Supplied	56
5.9	Trust Fund	56
5.10	Listing	57
5.11	Board Approval	57
5.12	Parent SEC Documents and Financial Statements	58
5.13	Certain Business Practices	58
5.14	Anti-Money Laundering Laws	58
5.15	Affiliate Transactions	58
5.16	Litigation	59
5.17	Expenses, Indebtedness and Other Liabilities	59
5.18	Tax Matters	59

Article VI	COVENANTS OF THE PARTIES PENDING CLOSING	61
6.1	Conduct of the Business	61
6.2	Exclusivity	64
6.3	Access to Information	65
6.4	Notices of Certain Events	66
6.5	Cooperation with Form S-4/Proxy Statement; Other Filings	66

6.6	Commercially Reasonable Efforts; Further Assurances; Governmental Consents	70
6.7	Nasdaq Listing Requirements	71
6.8	Directors’ and Officers’ Indemnification and Liability Insurance	71
6.9	Confidentiality	72
6.10	Publicity	73

Article VII	COVENANTS OF THE COMPANY	73
7.1	No Trading in Parent Securities During the Interim Period	73
7.2	Company’s Stockholders Approval	73
7.3	Additional Financial Information	74
7.4	Lock-Up Agreements	74
7.5	Convertible and Exercisable Company Securities	74
7.6	Tax Filings	75

Article VIII	COVENANTS OF PARENT AND MERGER SUB	75
8.1	Trust Account	75
8.2	Obligations of Merger Sub	75
8.3	Compliance with SPAC Agreements	75
8.4	Parent Public Filings; Nasdaq	76
8.5	Amended Parent Charter	76
8.6	Certain Tax Matters	76
8.7	Extensions of Time to Consummate a Business Combination	77
8.8	Section 16 Matters	80
8.9	Post-Closing Directors	80
8.10	Assumption or Guarantee of Certain Company Indebtedness	80

Article IX	CONDITIONS TO CLOSING	80
9.1	Condition to the Obligations of the Parties	80
9.2	Conditions to Obligations of Parent and Merger Sub	81
9.3	Conditions to Obligations of the Company	83

Article X	TERMINATION	84
10.1	Termination Without Default	84
10.2	Termination Upon Default	85
10.3	Effect of Termination	85
10.4	Termination Fee	85

Article XI	MISCELLANEOUS	86
11.1	Notices	86
11.2	Amendments; Waivers; Extensions; Remedies	87
11.3	Arm’s Length Bargaining; No Presumption Against Drafter	88
11.4	Non-Survival	88
11.5	Expenses	88
11.6	No Assignment or Delegation	89
11.7	Governing Law	89
11.8	Counterparts; Electronic Signatures	89
11.9	Entire Agreement	89
11.10	Severability	89
11.11	Further Assurances	89
11.12	Third Party Beneficiaries	90
11.13	Trust Account Waiver	90
11.14	No Other Representations; No Reliance	90
11.15	Waiver of Jury Trial	91
11.16	Submission to Jurisdiction	92
11.17	Remedies	92
11.18	Non-Recourse	93
11.19	Privileged Communications	93

Exhibit A	–	Form of Company Support Agreement
Exhibit B	–	Form of Parent Support Agreement
Exhibit C-1	–	Form of Company Lock-Up Agreement
Exhibit C-2	–	Form of Sponsor Lock-Up Agreement

	I.	The Company and its Subsidiaries (the “Company Group”) are a group of aqua-tech companies in the business of developing proprietary technology to produce fresh, gourmet-grade shrimp (as conducted by the Company Group, the “Business”);

	II.	Parent is a blank check company formed for the sole purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, and Merger Sub is a wholly-owned subsidiary of Parent;

	III.	Merger Sub will merge with and into the Company (the “Merger”) in accordance with this Agreement and Chapter 92A of the Nevada Revised Statutes (the “NRS”), after which the Company will be the surviving company (the “Surviving Corporation”) and a wholly-owned subsidiary of Parent;

	IV.	The Company’s valuation immediately prior to the Merger is contemplated to be $175,000,000;

	V.	Contemporaneously with the execution of, and as a condition and an inducement to Parent and the Company entering into this Agreement, the Company Securityholders listed on Schedule I hereto are entering into and delivering Support Agreements, substantially in the form attached hereto as Exhibit A (each, a “Company Support Agreement”), pursuant to which each such Company Securityholder, to the extent that such Company Securityholder then owns Company Securities entitled to vote, has agreed to vote in favor of the approval of this Agreement, approval of the Merger and the other transactions contemplated hereby;

	VI.	Contemporaneously with the execution of, and as a condition and an inducement to the Company entering into this Agreement, the Sponsor is entering into and delivering a Support Agreement, substantially in the form attached hereto as Exhibit B (the “Parent Support Agreement”), pursuant to which the Sponsor has agreed (i) not to transfer or redeem any shares of Parent Common Stock held by the Sponsor, and (ii) to vote in favor of the adoption and approval of each of the Parent Proposals at the Parent Stockholder Meeting;

	VII.	As a condition and an inducement to the Closing, the Sponsor and Parent will enter into and deliver a Sponsor Forfeiture Agreement, pursuant to which Sponsor agrees that 35% of shares of Parent Common Stock held by Sponsor as of the Closing shall be forfeited at Closing and up to an equivalent number of shares of Parent Common Stock shall be issued to existing Parent stockholders that execute non-redemption agreements on a pro rata basis based on the total number of shares represented by Parent stockholders that execute such non-redemption agreements (the “Sponsor Forfeiture Shares”).

	VIII.	For U.S. federal income tax purposes, the parties hereto intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and the Company’s Board of Directors and the Boards of Directors of Parent and Merger Sub have approved this Agreement and intend that it constitute a plan of reorganization within the meaning of Treasury Regulation Section 1.368-2(g); and

	IX.	The Boards of Directors of each of the Company, Parent and Merger Sub have unanimously (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement and the Additional Agreements to which they are or will be party, including the Merger, and the performance of their respective obligations hereunder or thereunder, on the terms and subject to the conditions set forth herein or therein, (ii) determined that this Agreement and such transactions are advisable and in the best interests of, them and their respective stockholders and (iii) resolved to recommend that their respective stockholders approve the Merger and such other transactions and adopt this Agreement and the Additional Agreements to which they are or will be a party and the performance of such party of their obligations hereunder and thereunder.

	Parent:

	YOTTA ACQUISITION CORPORATION

	By:
	Name:
	Title:

	Merger Sub:

	YOTTA MERGER SUB, INC.

	By:
	Name:
	Title:

	Company:

	NATURALSHRIMP, INCORPORATED

	By:
	Name:
	Title:

	Parent:

	YOTTA ACQUISITION CORPORATION

	By:
	Name:	Hui Chen
	Title:	Chief Executive Officer

	Yotta Acquisition Corporation
	1185 Avenue of the Americas
	Suite 301
	New York, NY 10036
	Attention:
	Email:

	with a copy to (which shall not constitute notice):

	Loeb & Loeb
	345 Park Avenue, 19th Floor
	New York, NY 10154
	Attention: Mitchell S. Nussbaum, Esq.
	E-mail:

	with a copy to (which shall not constitute notice):

	Lucosky Brookman LLP
	101 Wood Avenue South, 5th Floor
	Woodbridge, NJ 08830
	Attention: Joseph M. Lucosky, Esq.
	Email:

	NAME OF HOLDER:

	By:
	Name:
	Title:
	Address:
	Attention:
	Email:

	NUMBER OF LOCK-UP SHARES: __________