NaturalShrimp contemplating joint venture with Niterra, plans share sale to complete Nasdaq uplisting

NaturalShrimp has reiterated its desire to uplist to the Nasdaq Stock Exchange via a business combination agreement, less than a month after terminating its merger with special purpose acquisition company (SPAC) Yotta Acquisition Corporation.

The Dallas, Texas, U.S.A.-based recirculating aquaculture system shrimp-farming firm called off its planned merger agreement with Yotta, originally announced in October 2022, on 20 July. In a 25 August shareholder letter, NaturalShrimp CEO Gerald Easterling said it was his company, and not Yotta, that decided to end the merger, and that NaturalShrimp has since demanded make payment of a prearranged USD 3 million (EUR 2.8 million) breakup fee.

“This agreement was intended to result in the company’s ultimate goal of uplisting to Nasdaq. Much time was spent, and work dedicated to this project but ultimately it would not, in the opinion of the board of directors, be as financially beneficial to the company as we were originally promised or would otherwise be in the best interest of our shareholders,” Easterling said. “The continued delays in completing the transaction harmed the company’s ability to keep pace with our planned operational schedule. Much still needs to be done to untangle the relationship between the company and Yotta relating to the termination of the BCA. However, the company is reluctant to provide further detailed information at this time.”

NaturalShrimp’s announcement contradicts information provided in a 10 August U.S. Securities and Exchange Commission filing from Yotta, stating Yotta terminated the merger due to NaturalShrimp’s failure to share the USD 120,000 (EUR 111,000) cost of extending the deadline set by Nasdaq for completing its 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,” Yotta said in the filing. “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 … NaturalShrimp was not authorized to terminate the agreement when it was in breach of its terms.”

Easterling said NaturalShrimp hoped to announce a merger with a separate Nasdaq-listed shell company within the next 30 days, and has filed paperwork providing for an increase in the …

Photo courtesy of NaturalShrimp