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 2024-01-10

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number: 001-41357

 Yotta Acquisition Corporation

 (Exact
name of registrant as specified in its charter)

 Delaware

 85-3374167

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

 1185 Avenue of the Americas, Suite 301

 New York, NY

 10036

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (212) 612-1400

 Securities
registered pursuant to Section 12(b) of the Act:

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Units,
 each consisting of one share of Common Stock and one Redeemable Warrant and one Right

 YOTAU

 The
 Nasdaq Stock Market LLC

 Common
 Stock, par value $0.0001 per share

 YOTA

 The
 Nasdaq Stock Market LLC

 Redeemable
 Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share

 YOTAW

 The
 Nasdaq Stock Market LLC

 One
 Right to receive 1/10th of one share of Common Stock

 YOTAR

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes No

by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated filer

 Smaller
 reporting company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark
whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes No

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 At
June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of the common stock of the registrant held by non-affiliates of the registrant was approximately $ 42.81 million.

 As
of April 15, 2024, there were 3,944,835 shares of the registrant's common stock,
$0.0001 par value, issued and outstanding.

 Auditor Firm ID: PCAOB ID # 688 Auditor Name: Marcum LLP Auditor Location:
 East Hanover, NJ

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 YOTTA

 ANNUAL
REPORT ON FORM 10-K

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [RESERVED]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 FORWARD
LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in
this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited
to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would"
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this report may include, for example, statements about our:

 ability
 to complete our initial business combination;

 success
 in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 officers
 and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving
 our initial business combination;

 potential
 ability to obtain additional financing to complete our initial business combination;

 pool
 of prospective target businesses;

 the
 ability of our officers and directors to generate a number of potential investment opportunities;

 potential
 change in control if we acquire one or more target businesses for stock;

 the
 potential liquidity and trading of our securities;

 use
 of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

 financial
 performance following our initial public offering.

 The
forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors."
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
laws.

 ii

 PART
I

 ITEM 1.
BUSINESS

 In
this Annual Report on Form 10-K (the "Form 10-K"), references to the "Company" and to "we,"
"us," and "our" refer to Yotta Acquisition Corporation.

 Overview

 We
are a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities, which we refer to throughout this report
as our initial business combination. Our efforts to identify a target business will not be limited to a particular industry or geographic
region, although we intend to focus on high technology, blockchain, software and hardware, ecommerce, social media and other general
business industries globally.

 On
April 22, 2022, we consummated our initial public offering (the "IPO") of 10,000,000 units (the "Units").
Each Unit consists of one share of common stock, $0.0001 par value per share (the "Common Stock"), and one redeemable warrant
(the "Warrant") entitling the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share,
and one right ("Right") to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business
combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with
the closing of the IPO, we completed the private sale (the "Private Placement") of 313,500 units (the "Private Units")
to Yotta Investment LLC (the "Sponsor"). The Private Shares are identical to the Units sold in the IPO except with respect
to certain registration rights and transfer restrictions. The holders of the Private Units have agreed (A) to vote their insider shares,
private shares underlying the Private Units (the "Private Shares") and any public shares acquired by them in favor of any
proposed business combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect
the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
within 9 months (or up to 15 months, if we extend the time to complete a business combination as described in this report) from the closing
of the IPO, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any
such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the
number of then outstanding public shares, (C) not to redeem any shares (including the private shares) to receive cash from the trust
account in connection with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us
in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our certificate of
incorporation relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial
business combination within 9 months (or up to 15 months, if we extend the time to complete a business combination as described in this
report) from the closing of the IPO, and (D) that the private shares shall not be entitled to be redeemed for a pro rata portion of the
funds held in the trust account if a business combination is not consummated.

 In
connection with the IPO, the underwriters were granted an option to purchase up to 1,500,000 additional Units to cover over-allotments,
if any (the "Over-allotment Option"). On April 25, 2022, the underwriters fully exercised the Over-allotment Option,
and April 27, 2022, the underwriters purchased 1,500,000 Units (the "Option Units") generating gross proceeds of $11,500,000.
Simultaneously with the issuance and sale of the Option Units, the Company completed the Private Placement sale of 30,000 Private Units
at a purchase price of $10.00 per unit (the "Additional Private Units"), generating total proceeds of $300,000 (the "Private
Placement Proceeds").

 As
a result, a total of $115,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-allotment Option) and the
Private Units (including the Option Units) were placed in a trust account established for the benefit of the Company's public stockholders
maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee. None of the funds held in trust will be released
from the trust account, other than interest income to pay any tax obligations, until the earlier of the completion of an initial business
combination within the required time period or our entry into liquidation if we have not completed a business combination in the required
time period. On June 27, 2022, our common stock, warrants and rights underlying the Units sold in our IPO began to trade separately
on a voluntary basis.

 Business
Combination Agreement

 On
October 24, 2022, the Company, NaturalShrimp Incorporated, a Nevada corporation ("NaturalShrimp"), and Yotta Merger
Sub, Inc., a Nevada corporation ("Merger Sub") and wholly-owned subsidiary of the Company, entered into a Merger Agreement
(the "Agreement"), pursuant to which Merger Sub would merge with and into the NaturalShrimp (the "Business Combination")
with the Target as the surviving corporation of the Business Combination and becoming a wholly-owned subsidiary of the Company.

 By
a letter dated August 10, 2023 (the "Termination Letter"), the Company informed NaturalShrimp that it was terminating
Merger Agreement. The termination of the Merger 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 Yotta
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 Merger Agreement and demanding the payment of a break-up fee. Yotta
rejected that purported termination as it does not believe NaturalShrimp has a legal basis under the Merger Agreement to terminate
it. Moreover, pursuant to Section 10.2(b) of the Merger Agreement, NaturalShrimp was not authorized to terminate the Merger
Agreement when it was in breach of its terms. The Company also included in the Termination Letter a demand for the $3 million
termination fee due to it under the terms of the Merger Agreement.

 Extensions
of Time Period to Complete a Business Combination and Outstanding Promissory Notes

 On
January 20, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $575,000 to the Sponsor in
exchange for its depositing such amount into the Company's Trust Account in order to extend the amount of time it has available
to complete a business combination from January 22, 2023 to April 22, 2023.

 On
January 20, 2023, the Company deposited $1,150,000 into the Trust Account (representing $0.10 per each share of redeemable common
stock) to extend the time to complete the Business Combination by three months until April 22, 2023. Pursuant to the terms of the
Agreement, the NaturalShrimp paid one-half of the extension fee while the Company paid the other half.

 On
February 5, 2023, the Company issued an unsecured promissory note of $250,000 to the Sponsor to cover expenses related to the Business
Combination.

 On
April 21, 2023, the Company issued an unsecured promissory note of $200,000 to the Sponsor in exchange for its depositing $120,000
to the Trust Account to extend the time for the Company to complete a business combination from April 22, 2023 to May 22, 2023
and the remaining $80,000 to cover working capital needs.

 On
May 17, 2023, the Company issued an unsecured promissory note of $200,000 to the Sponsor in exchange for its depositing $120,000
to the Trust Account to extend the time for the Company to complete a business combination from May 22, 2023 to June 22, 2023
and the remaining $80,000 to cover working capital needs.

 On
June 20, 2023, the Company deposited $120,000 into the Trust Account to extend the time to complete the Business Combination from
June 22, 2023 to July 22, 2023. Pursuant to the terms of the Agreement, the Target paid one-half of the extension fee while
the Company paid the other half. On June 20, 2023, the Company issued an unsecured promissory note of $40,000 to the Sponsor for
the extension payment.

 On July 18, 2023, the Company issued an unsecured
promissory note of $160,000 to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company
to complete a business combination from July 22, 2023 to August 22, 2023 and the remaining $40,000 to cover working capital
needs.

 On August 18, 2023, the Company issued an
unsecured promissory note of $200,000 to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for
the Company to complete a business combination from August 22, 2023 to September 22, 2023 and the remaining $80,000 to cover
working capital needs.

 On November 29, 2023, the Company issued an unsecured promissory note
of $35,000 to the Sponsor to cover working capital needs.

 Initially,
the Company had until 9 months from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates
that it may not be able to consummate initial business combination within 9 months, the Company's insiders or their affiliates
may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months
each time (for a total of 15 months to complete a business combination) (the "Combination Period"). In order to extend the
time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the
Trust Account $1,000,000, or $1,150,000 if the underwriters' over-allotment option is exercised in full ($0.10 per Public Share
in either case or an aggregate of $2,000,000 (or $2,300,000 if the over-allotment option is exercised in full)), on or prior to the date
of the applicable deadline.

 On
April 19, 2023, the Company held a special meeting of stockholders (the "April Special Meeting"). During the April Special
Meeting, stockholders approved (i) an amendment to the Company's amended and restated certificate of incorporation to extend the
date by which the Company has to consummate a business combination from April 22, 2023 to April 22, 2024 on a month-by-month
basis and (ii) an amendment to the Investment Management Trust Agreement (the "Trust Agreement") with Continental Stock Transfer
& Trust Company giving the Company's right to extend the time to complete a business combination twelve times for an additional
one month each time from April 22, 2023 to April 22, 2024 by depositing $120,000 to the Trust Account for each one-month extension.
In connection with the stockholders' vote at the special meeting, an aggregate of 7,414,905 shares with redemption value of approximately
$76,322,364 (or $10.29 per share) of the Company's common stock were tendered for redemption.

 On
September 22, 2023, the Company held a special meeting of stockholders (the "September Special Meeting"). During
the September Special Meeting, stockholders approved (i) an amendment to the Company's amended and restated certificate of
incorporation to extend the date by which the Company has to consummate a business combination from September 22, 2023 to
August 22, 2024 and (ii) an amendment to the Company's Trust Agreement as amended on April 19, 2023 to provide that
the time for the Company to complete its initial business combination under the Trust Agreement shall be extended from
September 22, 2023 to August 22, 2024 without depositing any additional funds to the Trust Account. Additionally, the
Company and the Sponsor entered into non-redemption agreements (the "Non-Redemption Agreements") with several third
parties in exchange for them agreeing not to redeem 598,680 shares of the Company's common stock sold in its IPO in connection with the September Special Meeting. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third parties
an aggregate of up to 300,000 shares of the Common Stock held by the Sponsor following the escrow period as determined by the Stock Escrow
Agreement entered by and between the Company and Continental Stock Transfer and Trust Company dated April 19, 2022, if they continue to
hold such Non-Redeemed Shares through the Meeting. In
connection with the stockholders' vote at the special meeting, an aggregate of 3,358,759 shares with redemption value of
approximately $35,797,997 (or $10.66 per share) of the Company's common stock were tendered for redemption.

 The
Company has until 28 months (or by August 22, 2024) from the closing of the IPO to consummate a Business Combination. If the Company
is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest
shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve
and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.

 Initial
Business Combination

 General

 We
are not presently engaged in, and we will not engage in, any substantive commercial business until we complete a business combination.
We intend to utilize cash derived from the proceeds of the IPO and the private placement of Private Units, our capital stock, debt or
a combination of these in effecting our initial business combination.

 Selection
of a Target Business and Structuring of Our Initial Business Combination

 Subject
to our management team's fiduciary duties and the limitation that one or more target businesses have an aggregate fair market value
of at least 80% of the value of the trust account (excluding any deferred underwriting discounts and taxes payable on the income earned
on the trust account) at the time of the execution of a definitive agreement for our initial business combination, as described below
in more detail, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business.
Additionally, there is no limitation on our ability to raise funds privately or through loans in connection with our initial business
combination. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses.

 To
the extent we effect our initial business combination with a financially unstable company or an entity in its early stage of development
or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the
business and operations of financially unstable and early stage or potential emerging growth companies. The valuation of a financially
unstable company or early stage company can be more complicated than the calculation of a mature, stable company, and any valuation we
make on such a company would be based, in part, on its prospects and how successful we believe the business will be once the company
matures or is stabilized. Although our management will endeavor to evaluate the risks inherent in a particular target business, we may
not properly ascertain or assess all significant risk factors.

 Fair
Market Value of Target Business

 Pursuant
to Nasdaq listing rules, our initial business combination must occur with one or more target businesses having an aggregate fair market
value equal to at least 80% of the value of the funds in the trust account (excluding any deferred underwriting discounts and taxes payable
on the income earned on the trust account), which we refer to as the 80% test, at the time of the execution of a definitive agreement
for our initial business combination, although we may structure a business combination with one or more target businesses whose fair
market value significantly exceeds 80% of the trust account balance. If we are no longer listed on Nasdaq, we will not be required to
satisfy the 80% test.

 Lack
of Business Diversification

 For
an indefinite period of time after consummation of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lack
of diversification may:

 subject
 us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the
 particular industry in which we operate after our initial business combination, and

 result
 in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited
 number of products, processes or services.

 Limited
Ability to Evaluate the Target Business' Management Team

 Although
we scrutinized the management team of our target business, our assessment of the target business' management team may not prove
to be correct. In addition, the future management team may not have the necessary skills, qualifications or abilities to manage a public
company. Furthermore, the future role of our officers and directors, if any, in the target business following our initial business combination
remains to be determined. While it is possible that some of our key personnel will remain associated in senior management or advisory
positions with us following our initial business combination, it is unlikely that they will devote their full time efforts to our affairs
subsequent to our initial business combination. Moreover, they would only be able to remain with the company after the consummation of
our initial business combination if they are able to negotiate employment or consulting agreements in connection with the business combination.
Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for them to receive
compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation
of the business combination. While the personal and financial interests of our key personnel may influence their motivation in identifying
and selecting a target business, their ability to remain with the company after the consummation of our initial business combination
will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally,
our officers and directors may not have significant experience or knowledge relating to the operations of the particular target business.

 Following
our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We may not have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.

 Competition

 In
identifying, evaluating and selecting a target business for our initial business combination, we have encountered and will continue to
encounter intense competition from other entities having a business objective similar to ours, including other blank check companies,
private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are
well established and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover,
many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal to
at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into the business
combination, and our obligation to pay cash in connection with our public stockholders who exercise their redemption rights, may not
be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating
our initial business combination.

 Facilities

 We
currently maintain our principal executive offices at 1185 Avenue of the Americas, Suite 301, New York, NY 10036. The cost for this space
is $10,000 per month, which will be paid to Yotta Investment LLC. We consider our current office space, combined with the other office
space otherwise available to our executive officers, adequate for our current operations.

 Employees

 We
have two executive officers. They are not obligated to devote any specific number of hours to our matters and intend to devote only as
much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a
target business has been selected for the business combination and the stage of the business combination process the company is in. We
presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which
could range from only a few hours a week to a majority of their time). We do not intend to have any full time employees prior to the
consummation of a business combination.

 Periodic
Reporting and Audited Financial Statements

 We
have registered our units, common stock, warrants and rights under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
report will contain financial statements audited and reported on by our independent registered public accountants.

 We
will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation materials
or tender offer documents sent to stockholders to assist them in assessing the target business. These financial statements will need
to be prepared in accordance with or reconciled to United States GAAP or IFRS as issued by the IASB. A particular target business identified
by us as a potential business combination candidate may not have the necessary financial statements. To the extent that this requirement
cannot be met, we may not be able to consummate our initial business combination with the proposed target business.

 We
will be required by the Sarbanes-Oxley Act to have our internal control over financial reporting audited for the fiscal year ending December 31,
2023. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal
control over financial reporting. The development of the internal control over financial reporting of any such entity to achieve compliance
with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

 We
are an emerging growth company as defined in the JOBS Act and will remain such for up to five years. However, if our non-convertible
debt issued within a three-year period or our total revenues exceed $1.235 billion or the market value of our shares of common stock that
are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease
to be an emerging growth company as of the following fiscal year. As an emerging growth company, we have elected, under Section 107(b)
of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards.

 Potential
Conflicts

 Members
of our management team who directly or indirectly own our securities may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and
directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business
combination.

 Our
officers and directors have agreed to present to us all target business opportunities that have a fair market value of at least 80% of
the assets held in the trust account, subject to any fiduciary or contractual obligations they may have. As more fully discussed in " Directors,
Executive Officers and Corporate Governance — Conflicts of Interest, " if any of our officers or directors becomes aware
of an initial business combination opportunity that might be attractive to any entity to which he has fiduciary or contractual obligations,
he may be required to present such initial business combination opportunity to such entity prior to presenting such initial business
combination opportunity to us. For more information on the relevant pre-existing fiduciary duties or contractual obligations of our management
team, see the section titled " Directors, Executive Officers and Corporate Governance — Conflicts of Interest."

 Legal
Proceedings

 There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such.

 ITEM 1A.
RISK FACTORS

 As
a smaller reporting company, we are not required to make disclosures under this Item.

 ITEM 1B.
UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM 1C.
Cybersecurity.

 We are a special purpose
acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable
acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk.

 We have not adopted any
cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible for
assessing and managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly
report such matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation, or other
response or actions that the board deems appropriate to take.

 As of the date of this
report, we have not encountered any cybersecurity incidents since our IPO.

 ITEM 2.
PROPERTIES

 We
do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices
at 1185 Avenue of the Americas, Suite 301, New York, NY. We consider our current office space, combined with the other office space otherwise
available to our executive officers, adequate for our current operations.

 ITEM 3.
LEGAL PROCEEDINGS

 We
are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal
proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect
on our business, financial condition or results of operations.

 ITEM 4.
MINE SAFETY DISCLOSURES

 Not
Applicable.

 ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our Units began to trade on the Nasdaq Global
Market, or Nasdaq, under the symbol "YOTAU" on April 20, 2022. The common stock, warrants, and rights comprising the
Units began separate trading on Nasdaq on June 27, 2022, under the symbols "YOTA," "YOTAW," and "YOTAR"
respectively.

 Holders of Record

 As of December 31, 2023, there were six holders
of record of our common stock, two holders of record of our units, one holder of record of our separately traded warrants, and one holder
of record of our separately traded rights. The number of record holders was determined from the records of our transfer agent.

 Dividends

 We have not paid any cash dividends on our shares
of Common Stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the
discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any,
for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable
future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the
foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we
may agree to in connection therewith.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 On April 22, 2022, simultaneously with the
closing of the IPO, we sold an aggregate of 313,500 Private Units in a private placement with the Sponsor, at a price of $10.00 per Private
Unit, generating gross proceeds of $3,135,000. The Private Units are identical to the units sold in the IPO, except that (a) the Private
Units and underlying securities will not be transferable, assignable or salable until the consummation of our initial business combination,
except to permitted transferees, and (b) the private warrants, so long as they are held by the initial purchasers or their permitted transferees,
(i) will not be redeemable by us, (ii) may be exercised by the holders on a cashless basis, and (iii) will be entitled to registration
rights.

 On April 27, 2022, simultaneously with the
closing of the exercise of the over-allotment option, we consummated the sale of an additional aggregate of 30,000 Private Units in a
private placement to the Sponsor, at a purchase price of $10.00 per Private Unit, generating gross proceeds of $300,000. The Private Units
were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 A total of $115,000,000 of the net proceeds from
the sale of the Units in the IPO and the private placement of the Private Units on April 22, 2022 and April 27, 2022 were deposited
in a trust account established for the benefit of the Company's public stockholders at JPMorgan Chase Bank, N.A. maintained by Continental
Stock Transfer & Trust Company, acting as trustee.

 Purchases of Equity Securities by the Issuer
and Affiliated Purchasers

 None.

 ITEM 6. SELECTED FINANCIAL DATA

 As a smaller reporting
company, we are not required to make disclosures under this Item.

 ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following
discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
consolidated financial statements and the notes related thereto which are included
in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain
information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may
differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth
under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in
this Annual Report on Form 10-K.

 Overview

 We are a blank check company incorporated in Delaware
on March 8, 2021. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more target businesses, which we refer to herein as our "initial
business combination." Our efforts to identify a prospective target business are not limited to any particular industry or geographic
region, although we intend to focus on target businesses in and around the high technology, blockchain and other general business industries
globally. We intend to utilize cash derived from the proceeds of our initial public offering ("IPO") and the private placement
of Private Units, our securities, debt or a combination of cash, securities and debt, in effecting our initial business combination.

 We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

 On October 24,
2022, the Company, NaturalShrimp Incorporated, a Nevada corporation (the "Target"), and Yotta Merger Sub, Inc., a Nevada
corporation ("Merger Sub") and wholly-owned subsidiary of the Company, entered into a Merger Agreement (the
"Agreement"), pursuant to which Merger Sub will merge with and into the Target (the "Business Combination")
with the Target as the surviving corporation of the Business Combination and becoming a wholly-owned subsidiary of the Company. The
Board of Directors of the Company has unanimously (i) approved and declared advisable the Agreement, the Business Combination and
the other transactions contemplated thereby and (ii) resolved to recommend approval of the Agreement and related matters by the
stockholders of the Company. At the closing of the Business Combination, the Company will issue 17.5 million shares of common stock,
to the former security holders of the Target. In the event the Company or the Target validly terminates the Agreement because of a
default by the other, a breakup fee of $3.0 million will be due to the terminating party.

 On January 20, 2023, the Company issued an
unsecured promissory note in the aggregate principal amount of $575,000 to the Sponsor in exchange for its depositing such amount into
the Trust Account in order to extend the time for us to complete an initial business combination from January 22, 2023 to April 22,
2023. Pursuant to the terms of the Agreement, NaturalShrimp paid one-half of the extension fee while the Company paid the other half.
On February 5, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $250,000 to the Sponsor
in order to meet the working capital needs of the Company.

 On April 19, 2023, the Company held a special
meeting of stockholders (the "April Special Meeting"). During the April Special Meeting, stockholders approved (i) an amendment
to the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business
combination from April 22, 2023 to April 22, 2024 on a month-by-month basis and (ii) an amendment to the Investment Management
Trust Agreement (the "Trust Agreement") with Continental Stock Transfer & Trust Company giving the Company's right
to extend the time to complete a business combination twelve times for an additional one month each time from April 22, 2023 to April 22,
2024 by depositing $120,000 to the Trust Account for each one-month extension.

 In connection with the stockholders' vote
at the Special Meeting, 7,414,905 shares were tendered for redemption. As a result, approximately $76,322,364 (or $10.29 per share) has
been withdrawn from the Company's Trust account to pay such holders, without taking into account additional allocation of payments
to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date.

 On September 22, 2023, the Company held a
special meeting of stockholders (the "September Special Meeting"). During the September Special Meeting, stockholders approved
(i) an amendment to the Company's amended and restated certificate of incorporation to extend the date by which the Company has
to consummate a business combination from September 22, 2023 to August 22, 2024 and (ii) an amendment to the Company's
Trust Agreement to extend the time for the Company to complete a business combination from September 22, 2023 to August 22,
2024 (the "Second Trust Amendment") without depositing any additional funds the Trust Account. Additionally, the Company and
the Sponsor entered into agreements with several third parties in exchange for them agreeing not to redeem shares of the Company's
common stock sold in its IPO (See Note 6). In connection with the stockholders' vote at the special meeting, an aggregate of 3,358,759
shares with redemption value of approximately $35,797,997 (or $10.66 per share) of the Company's common stock were tendered for
redemption; the entire amount was paid to the redeemed public stockholders on October 16, 2023.

 On April 21, 2023, the Company issued an
unsecured promissory note in the aggregate principal amount of $200,000 to the Sponsor in exchange for its depositing $120,000 to the
Trust Account to extend the time for us to complete an initial business combination from April 22, 2023 to May 22, 2023,
and the remaining $80,000 to cover the Company's working capital needs.

 On May 17, 2023, the Company issued an unsecured
promissory note of $200,000 ("Promissory Note 4") to the Sponsor in exchange for its depositing $120,000 to the Trust Account
to extend the time for the Company to complete a business combination from May 22, 2023 to June 22, 2023 and the remaining $80,000
to cover the Company's working capital needs.

 On June 20, 2023, the Company deposited $120,000
into the Trust Account to extend the time to complete the Business Combination from June 22, 2023 to July 22, 2023. Pursuant
to the terms of the Agreement, the Target paid one-half of the extension fee while the Company paid the other half. On June 20, 2023,
the Company issued an unsecured promissory note of $40,000 to the Sponsor for the extension payment.

 On July 18, 2023, the Company issued an unsecured
promissory note of $160,000 to the Sponsor in exchange for its depositing $120,000 to the Trust Account on to extend the time for the
Company to complete a business combination from July 22, 2023 to August 22, 2023 and the remaining $40,000 to cover working
capital needs.

 On August 18, 2023, the Company issued an
unsecured promissory note of $200,000 to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for
the Company to complete a business combination from August 22, 2023 to September 22, 2023 and the remaining $80,000 to cover
working capital needs.

 On November 29, 2023, the
Company issued an unsecured promissory note of $35,000 ("Promissory Note 8") to the Sponsor to cover working capital needs.

 Termination of a Material Definitive Agreement

 By a letter dated August 10, 2023 (the "Termination
Letter"), the Company informed NaturalShrimp that it was terminating Merger Agreement. The termination of the Merger 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 Company 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 Merger Agreement and demanding the payment of a termination fee. The Company
rejected that purported termination as it does not believe NaturalShrimp has a legal basis under the Merger Agreement to terminate
it. Moreover, pursuant to Section 10.2(b) of the Merger Agreement, NaturalShrimp was not authorized to terminate the Merger
Agreement when it was in breach of its terms. The Company also included in the Termination Letter a demand for the $3 million
termination fee due to it under the terms of the Merger Agreement. There have been no further developments with respect to the
Merger Agreement or the Termination Letter.

 Results of Operations

 We have neither engaged in any operations nor
generated any operating revenues to date. Our only activities from inception through December 31, 2023 were organizational activities
and those necessary to prepare, and consummate, for the IPO and an initial Business Combination. We do not expect to generate any operating
revenues until after the completion of our initial Business Combination.

 We expect to generate non-operating income in
the form of interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as a result of
being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in
connection with searching for, and completing, a Business Combination.

 For the year ended December 31, 2023, we
had a net income of $1,429,419, which consisted of interest income of $2,788,029, and other income of $635,100, offset by general and
administrative expenses of $1,499,150, franchise tax expense of $43,600, and income tax expense of $450,960. For the year ended December 31,
2022, we had a net income of $145,189, which consisted of interest income of $1,651,461, offset by general and administrative expenses
of $1,020,741, franchise tax expense of $175,600, and income tax expense of $309,931.

 Liquidity and Going Concern

 On April 22, 2022, the Company consummated
the IPO of 10,000,000 units (which does not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering
price of $10.00 per unit (the "Public Units'), generating gross proceeds of $100,000,000. Simultaneously with the IPO, the
Company sold to its Sponsor 313,500 units at $10.00 per unit (the "Private Units") in a private placement generating total
gross proceeds of $3,135,000. The Private Units are identical to the Units sold in the IPO, except that the private warrants will be non-redeemable
and may be exercised on a cashless basis, in each case so long as they continue to be held by their initial purchasers or their permitted
transferees.

 We granted the underwriters in the IPO a 45-day
option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On April 27, 2022, the underwriters fully exercised
the over-allotment option and purchased an additional 1,500,000 Units (the "Over-Allotment Units"), at a price of $10.00 per
Unit, generating gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment Units, the Company consummated the
sale of an additional aggregate of 30,000 Private Units with the Sponsor at a price of $10.00 per Private Unit, generating total proceeds
of $300,000.

 Following the IPO and the private placement (including
the Over-Allotment Units and the Over-Allotment Private Units), a total of $115,000,000 was placed in a trust account located in the United
States established for the benefit of the Company's public stockholders (the "Trust Account") maintained by Continental
Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days
or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended,
and that invest only in direct U.S. government treasury obligations.

 As of December 31, 2023, we had marketable
securities held in the Trust Account of $7,921,818. Interest income on the balance in the Trust Account may be used by us to pay taxes.
Through December 31, 2023, we withdrew $1,140,505 interest earned on the Trust Account to pay our taxes. We intend to use substantially
all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that
our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust
Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in
a variety of ways including continuing or expanding the target business' operations, for strategic acquisitions and for marketing,
research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders'
fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account
were insufficient to cover such expenses.

 As of
December 31, 2023, the Company had cash of $652,395 outside the Trust Account and a working capital deficit of $3,879,945. On
September 22, 2023, the Company's stockholders approved an amendment to the Company's amended and restated
certificate of incorporation to permit an extension to as late as August 22, 2024 without depositing any additional funds to
the trust account. On each of April 21, 2023, May 19, 2023, June 20, 2023, July 21, 2023 and August 21,
2023, the Company made a deposit of $120,000 to the Trust Account and extended the time to complete a Business Combination to
September 22, 2023. It is uncertain that the Company will be able to consummate a Business Combination by the extended date (or
August 22, 2024 if the Sponsor elects to extend the consummation deadline). Moreover, the Company may need to obtain additional
financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public
shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in
connection with such Business Combination. If a Business Combination is not consummated by August 22, 2024, there will be a
mandatory liquidation and subsequent dissolution.

 The Company expects to continue to incur significant
professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of
a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it
becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company
may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities
laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is
unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations
and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need
to obtain additional financing in order to meet its obligations.

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU")
2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined
that if the Company is unable to complete a Business Combination by August 22, 2024, then the Company will cease all operations except
for the purpose of liquidating. The date for liquidation and subsequent dissolution as well as liquidity concerns raise substantial doubt
about the Company's ability to continue as a going concern. The financial statement does not include any adjustments that might
result from the outcome of this uncertainty.

 Off-Balance Sheet Arrangements

 We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2023. We do not participate in transactions that create
relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing
arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non- financial
assets.

 Contractual Obligations

 Administrative Services Agreement

 We intend to enter into an agreement, commencing
on April 19, 2022 through the earlier of our consummation of a Business Combination and our liquidation, to pay the Sponsor a total
of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to the terms of such agreement,
the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable
no later than the date of the consummation of initial Business Combination.

 Underwriting Agreement

 Upon closing of a Business Combination, the underwriters
were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $2,300,000. In addition, the underwriters will be
entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $4,025,000 which will be paid from the amounts held in the Trust
Account solely in the event that we complete a Business Combination s Combination, subject to the terms of the underwriting agreement.

 Right of First Refusal

 We granted Chardan for a period of 18 months after
the date of the consummation of the Company's Business Combination, a right of first refusal to act as book-running manager, with
at least 30% of the economics, or, in the case of a "three-handed" deal 20% of the economics, for any and all future public
and private equity and debt offerings.

 Critical Accounting Policies

 The preparation of
consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during
the periods reported. Actual results could materially differ from those estimates. We have identified the following critical
accounting policies:

 Common Stock Subject to Possible Redemption

 We account for our common stock subject to possible
conversion in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities
from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally
redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times,
common stock is classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be
outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption
is presented at redemption value as temporary equity, outside of the stockholders' equity section of our condensed balance sheets.
We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable common stock to equal the
redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock
are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.

 Warrants

 We account for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance
in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing
Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed
to the Company's own common shares and whether the warrant holders could potentially require "net cash settlement" in
a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.

 For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations. We determined that upon further review
of the proposed form of warrant agreement, management concluded that the Public Warrants and Private Warrants to be issued pursuant to
the warrant agreement qualify for equity accounting treatment.

 Net Income Per Share

 We comply with
accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Net income per common share is computed by dividing net
income by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered
to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders,
redeemable and non-redeemable common stock are presented as one class of stock in calculating net income per share. The Company has
not considered the effect of the warrants sold in the IPO and private placement to purchase an aggregate of 11,843,500 shares in the
calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events. We
then allocated the net income ratably based on the weighted average number of shares outstanding between the redeemable and
non-redeemable shares.

 Recent accounting pronouncements

 In December 2023, the FASB issued Accounting
Standards Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosure" ("ASU 2023-09"). ASU
2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity's effective tax rate reconciliation
and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis.
The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing
the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

 Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial
statement.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

 As a smaller reporting company, we are not required
to make disclosures under this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 Our consolidated
financial statements and the notes thereto begin on page F-1 of this Annual Report.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,
is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms. Disclosure controls
are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 As required by Rules 13a-15 and 15d-15 under
the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls
and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer. They concluded that our disclosure
controls and procedures were not effective as of December 31, 2023. Management has identified the following material weaknesses some
of which were previously disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31,
2022, are not yet remediated. Management continues to devote significant planning and execution efforts toward remediation these material
weaknesses:

 We lack
 sufficient segregation of duties and controls with respect to our record keeping, asset custody, trust asset custody and
 authorization controls.

 We lack controls to prevent unauthorized
access to our general ledger including the ability to record journal entries including the ability to record and/or modify journal entries.

 We lack controls to identify and
account for certain complex non-routine transactions.

 The design of our controls over
the approval of related party transactions is ineffective including requirements to provide contemporaneous documentation of the business
purpose and validity of travel expenses.

 The
 design of our controls over the preparation of the tax provision, tax accrual and franchise
 tax accrual as well as related disbursements from the trust account and subsequent timely
 payment of tax estimates are ineffective.

 Our controls over the preparation
of expense accruals including our ability differentiating between contractual and contingent liabilities and to detect errors in expense
accruals through our financial close process are ineffective.

 We have ineffective oversight
on the part of our audit committee.

 As previously disclosed in Item 9A of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, management has identified material weaknesses as of
that date. A material weakness, as defined in the SEC regulations, is a deficiency, or combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a timely basis. To remediate the material weaknesses identified above, we are
initiating controls and procedures in order to:

 educating control owners about the principles and requirements of each control, particularly those that have an impact on financial reporting, which includes a specific emphasis on improving the transaction approval process;

 developing and maintaining documentation to facilitate knowledge transfer during personnel and function changes, in addition designating a specific individual for the purpose of document retention;

 developing a protocol for each control, as well as establishing reviews for specific tasks and transactions; and

 enhancing communication between management and the board as well as management and the audit committee.

 The material weaknesses identified above will
not be considered remediated until our remediation efforts have been fully implemented and we have concluded that these controls are operating
effectively.

 Management does not expect that our internal control
over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can
provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud,
if any, have been or will be detected.

 Management's Report on Internal Controls Over Financial Reporting

 This Annual Report on Form 10-K does not
include a report of management's assessment regarding internal control over financial reporting or an attestation report of our
independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

 Changes in Internal Control over Financial
Reporting

 Except for the remediation measures in connection
with the material weakness described above, there were no changes in our internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal year ended December 31, 2023 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE

 The following table sets forth information about
our directors and executive officers as of the date of this annual report.

 Name

 Age

 Position

 Hui Chen

 Chief Executive Officer and Director

 Chief Financial Officer and Director

 Brandon Miller

 Daniel M. McCabe

 Michael Lazar

 Hui Chen has been our Chief Executive Officer
and director since December 2021. Mr. Chen is a cross-industry expert in computer science and law. Mr. Chen has also been Chief Executive
Officer and director of Quetta Acquisition Corporation (Nasdaq: QETA) since May 2023. Mr. Chen founded Law Offices of Hui Chen &
Associates, PC in 2012, a New York-based law firm. Mr. Chen focuses his practice on patent prosecution, copyright infringement, and other
general intellectual property matters. Mr. Chen has also been an adjunct professor at Hofstra University since September 2019, where
he instructs multiple undergraduate computer science programming courses in Visual C++. Before joining Hofstra University, Mr. Chen was
an adjunct associate professor at John Jay College of Criminal Justice, Pace University, Touro College, and Saint Francis College between
2000 and 2018 and was a full-time professor at Technical Career of Institute, College of Technology from December 2011 to December 2017.
Before forming his law office in 2012, Mr. Chen worked for multiple Fortune 500 companies. Mr. Chen worked as an Oracle developer at eBay,
Inc. from February 2008 to May 2015. Mr. Chen worked at IBM Global Services, where he was a solo back-end developer in designing
and building the database and back-end process for DHS Inspection Application, from November 2007 to March 2008, and a programmer
analyst between March 1998 and May 2004. Mr. Chen also worked at MultiPlan Inc. between June 2005 and February 2008
as a technical lead where he participated in designing new application systems and partnered with external vendors in coding and implementing
new systems by using Java and Oracle PL/SQL. Before that, Mr. Chen worked at Pepsi Cola Inc. from January 2004 to June 2005,
where he designed, coded, implemented, and documented a growth forecasting system and developed an automatic purchasing system. Mr. Chen
received a Bachelor's degree in Mechanical Engineering from Shanghai Jiaotong University in 1992, a Bachelor's degree in HVAC
from Technical Career Institutes in 1997, a Master of Science degree in Computer Science from Pace University in 2000, and his J.D. degree
from Cardozo School of Law, Yeshiva University in 2010. We believe that Mr. Chen's access to contacts and sources, ranging from
high-technology companies and legal contacts, will allow us to generate acquisition opportunities and identify suitable acquisition candidates.

has been our Chief Financial Officer and director since December 2021. Mr. Labbe has also been Chief Financial Officer of
Quetta Acquisition Corporation (Nasdaq: QETA) since May 2023 and director of Quetta Acquisition Corporation since
October 2023. Mr. Labbe is a real estate veteran and real estate finance attorney licensed in California and New York with over
thirty (30) years of experience in real estate. Mr. Labbe also has been a manager of MCAP Realty Advisors, LLC, a real estate
advisor company, since January 2010. Mr. Labbe has been the general counsel of Global Premier Development Inc. and Global
Premier America, LLC, real estate development companies, from March 2012 to December 2021. Mr. Labbe was a co-founder,
general counsel, and managing director of Lenders Direct Capital, a wholesale lender, and its retail affiliate Lenders Republic
Financial, a nationwide mortgage banker, from May 2003 to December 2007. Mr. Labbe was also a co-founder and partner at
Mazda Butler LLP, a commercial and real estate law firm in California, from January 2003 to December 2007. Mr. Labbe
co-founded First Allegiance Financial, a national specialty finance company, where he was the president and chairman from
September 1996 to December 1998. First Allegiance Financial was acquired by City Holding Company, a financial holding
company, for approximately $22 million in 1997. Mr. Labbe received his Bachelor's degree in Civil Law (B.C.L.) and Bachelor of
Laws degree (LL.B.) from McGill University in 1982 and 1983, respectively. Mr. Labbe also received his Diplome d'Etude
Collegiale St. Lawrence College (Quebec) in 1978. Mr. Labbe is a licensed broker with the California Department of Real Estate since
1990. Mr. Labbe also holds the UC Irvine Extension Light Construction and Development Management Program Certificate. We believe
that Mr. Labbe is qualified to serve as a member of our board of directors due to his entrepreneurship and extensive experience in
the real estate industry.

 Brandon Miller has been an independent
director of our board since April 2022. Mr. Miller has also been a director of Quetta Acquisition Corporation (Nasdaq: QUTA) since
October 2023. Mr. Miller has been the managing partner at Aspect Property Management LLC, a property management company in Connecticut,
since January 2015. Before joining Aspect Property Management LLC, Mr. Miller spent a decade in the consulting industry at Matt
& Company, a private and public sector consulting company from January 2005 to January 2015, where he offered executive
recruiting, strategic planning, leadership, and corporate consulting services. Mr. Miller was a corporate controller at Corporate Dining
Solutions, a corporate catering company, from 2003 to 2005. Mr. Miller is presently a certified manager of community associations (CMCA)
and an association management specialist (AMS). Mr. Miller received his Bachelor's degree in Finance from the University of Bridgeport
in 1986 and studied in Mechanical Engineering at North Carolina State University from 1980 to 1983. We believe that Mr. Miller is qualified
to serve as a member of our board of directors due to his extensive experience in the real estate and business consulting industries.

 Daniel M. McCabe has been an independent
director of our board since April 2022. Mr. McCabe has also been a director of Quetta Acquisition Corporation (Nasdaq: QUTA) since
October 2023. Mr. McCabe has been the managing partner of 1200 Summer Street Associates, a partnership focusing on real estate investment
and management, since 1985. Mr. McCabe also has been the founding member of Daniel M. McCabe, LLC, a general practice law firm in Connecticut,
since 1982. Prior to that, Mr. McCabe joined the law firm of Brennan, Dichter & Brennan in 1976 as an associate and became a partner
in 1982. Mr. McCabe started his legal career as an assistant clerk of the Superior Court at Stamford from 1974 to 1976. Mr. McCabe obtained
his Bachelor's degree in Economics from University of Bridgeport in 1971 and Juris Doctor degree from St. John's University
Law School in 1974. We believe that Mr. McCabe is qualified to serve as a member of our board of directors due to his legal experience,
contacts, and relationships.

 Michael Lazar has been an independent director
of our board since April 2022. Mr. Lazar has also been a director of Quetta Acquisition Corporation (Nasdaq: QUTA) since October 2023.
Mr. Lazar has over 14 years of experience in guiding corporate issuers with the filing of their regulatory filings with the SEC. Mr. Lazar
founded Empire Filings, a full-service financial printer, in October 2020, and has been the chief executive officer of the company
since then. Mr. Lazar acted as the chief executive officer of Adorbs, Inc., an organic apparel company quoted on the OTC market, from
April 2019 to October 2020. Prior to that, Mr. Lazar worked at S2 Filings, a full-service financial printer, from August 2016
to October 2020. Mr. Lazar started his career in the financial printer industry at Vintage Filings, a full-service financial printer
and a division of PR Newswire, from August 2006 to August 2016. Mr. Lazar obtained his Bachelor's degree in Economics
from Brooklyn College in 2004. We believe that Mr. Lazar is qualified to serve as a member of our board of directors due to his experience
in business management.

 Director Independence

 Nasdaq requires that a majority of our board must
be composed of "independent directors." Currently, Brandon Miller, Daniel M. McCabe, and Michael Lazar would each be considered
an "independent director" under the Nasdaq listing rules, which is defined generally as a person other than an officer or
employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company's
board of directors would interfere with the director's exercise of independent judgment in carrying out the responsibilities of
a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

 We will only enter into a business combination
if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions with our officers and
directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any
related-party transactions must also be approved by our audit committee and a majority of disinterested independent directors.

 Audit Committee

 Under the Nasdaq listing standards and applicable
SEC rules, we are required to have three members of the audit committee all of whom must be independent. We have established an audit
committee of the board of directors, which consists of Brandon Miller, Daniel M. McCabe, and Michael Lazar, each of whom is an independent
director under Nasdaq's listing standards. Brandon Miller is the Chairperson of the audit committee. The audit committee's
duties, which are specified in our Audit Committee Charter, include, but are not limited to:

 reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

 discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

 discussing with management major risk assessment and risk management policies;

 monitoring the independence of the independent auditor;

 verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

 reviewing and approving all related-party transactions;

 inquiring and discussing with management our compliance with applicable laws and regulations;

 pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

 appointing or replacing the independent auditor;

 determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

 establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

 approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

 Financial Experts on Audit Committee

 The audit committee will at all times be composed
exclusively of "independent directors" who are "financially literate" as defined under the Nasdaq listing standards.
The Nasdaq listing standards define "financially literate" as being able to read and understand fundamental financial statements,
including a company's balance sheet, income statement and cash flow statement.

 In addition, we must certify to Nasdaq that the
committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background that results in the individual's financial sophistication.
The board of directors has determined that Brandon Miller qualifies as an "audit committee financial expert," as defined under
rules and regulations of the SEC.

 Nominating Committee

 We have established a nominating committee of
the board of directors, which consists of Brandon Miller, Daniel M. McCabe, and Michael Lazar, each of whom is an independent director
under Nasdaq's listing standards. Michael Lazar is the Chairperson of the nominating committee. The nominating committee is responsible
for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons
identified by its members, management, stockholders, investment bankers and others.

 Guidelines for Selecting Director Nominees

 The guidelines for selecting nominees, which are
specified in the Nominating Committee Charter, generally provide that persons to be nominated:

 should have demonstrated notable or significant achievements in business, education or public service;

 should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

 should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders

 The nominating committee will consider a number
of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person's
candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial
or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and
makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees
recommended by stockholders and other persons.

 Compensation Committee

 We have established a compensation committee of
the board of directors, which consists of Brandon Miller, Daniel M. McCabe, and Michael Lazar, each of whom is an independent director
under Nasdaq's listing standards. Daniel M. McCabe is the Chairperson of the compensation committee. The compensation committee's
duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

 reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer and Chief Financial Officer's compensation, evaluating our Chief Executive Officer and Chief Financial Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer and Chief Financial Officer based on such evaluation;

 reviewing and approving the compensation of all of our other executive officers;

 reviewing our executive compensation policies and plans;

 implementing and administering our incentive compensation equity-based remuneration plans;

 assisting management in complying with our proxy statement and annual report disclosure requirements;

 approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

 producing a report on executive compensation to be included in our annual proxy statement; and

 reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 The charter provides that the compensation committee
may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly
responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice
from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by Nasdaq and the SEC.

 Code of Ethics

 We have adopted a code of ethics that applies
to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern
all aspects of our business.

 Conflicts of Interest

 Investors should be aware of the following potential
conflicts of interest:

 None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

 In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

 Unless we consummate our initial business combination, our officers, directors and insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account and the amount of interest income from the trust account that may be released to us as working capital.

 The insider shares beneficially owned by our officers and directors will be released from escrow only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their insider shares or private units. Furthermore, our insiders (and/or their designees) have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effect our initial business combination.

 In general, officers and directors of a corporation
incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

 the corporation could financially undertake the opportunity;

 the opportunity is within the corporation's line of business; and

 it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 Accordingly, as a result of multiple business
affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the
above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides that the doctrine of corporate opportunity
will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict
with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise
from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1)
our consummation of an initial business combination and (2) 12 months (or up to 15 months, as applicable) from the closing of IPO. This
agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may from time to time
have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity
to which he or she has pre-existing fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We
do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially
undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled
by the officer or director or the nature of the affiliated company's business is such that it is unlikely that a conflict will arise.

 The following table summarizes the current pre-existing
fiduciary or contractual obligations of our officers and directors:

 Name of Individual

 Name of Affiliated Company

 Entity's Business

 Affiliation

 Hui Chen

 Law Offices of Hui Chen & Associates, PC

 Law Firm

 Partner

 Hofstra University

 Education

 Adjunct Professor

 CEO and Director

 MCAP Realty Advisors, LLC

 Real Estate Advisory Services

 CFO and Director

 Brandon Miller

 Aspect Property Management LLC

 Real Estate

 Partner

 Black Hawk Acquisition Corporation

 Daniel M. McCabe

 Daniel M. McCabe, LLC

 Law Firm

 Partner

 1200 Summer Street Association

 Real Estate

 Managing Partner

 Black Hawk Acquisition Corporation

 Michael Lazar

 Empire Filings

 Financial Printer

 Chief Executive Officer

 Our insiders have agreed to vote any shares of
common stock held by them in favor of our initial business combination. In addition, they have agreed to waive their respective rights
to receive any amounts held in the trust account with respect to their insider shares and private shares if we are unable to complete
our initial business combination within the required time frame. If they purchase shares of common stock in the IPO or in the open market,
however, they would be entitled to receive their pro rata share of the amounts held in the trust account if we are unable to complete
our initial business combination within the required time frame, but have agreed not to redeem such shares in connection with the consummation
of our initial business combination.

 All ongoing and future transactions between us
and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than
are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of
our uninterested "independent" directors, or the members of our board who do not have an interest in the transaction, in either
case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless
our audit committee and a majority of our disinterested "independent" directors determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

 To further minimize conflicts of interest, we
have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or
insiders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to
our unaffiliated stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent
directors (if we have any at that time). Furthermore, in no event will our insiders or any of the members of our management team be paid
any finder's fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate,
the consummation of our initial business combination (regardless of the type of transaction that it is).

 Section 16(a) Beneficial Ownership Reporting
Compliance

 Section 16(a) of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10%
of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of our shares of Common Stock and other equity securities. These executive officers, directors, and greater than
10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting
persons.

 Based solely on our review of such forms furnished
to us and written representations from certain reporting persons, we believe that, during 2023, our directors, executive officers, and
ten percent stockholders complied with all Section 16(a) filing requirements.

 ITEM 11. EXECUTIVE COMPENSATION

 Employment Agreements

 We have not entered into any employment agreements
with our executive officers and have not made any agreements to provide benefits upon termination of employment.

 Executive Officers and Director Compensation

 None of our officers or directors has received
any cash compensation for services rendered to us, except that officers and directors have subscribed an aggregate of 16,666 shares of
common stock before the IPO. Other than as set forth elsewhere in this report, no compensation of any kind, including finder's and
consulting fees, will be paid to our founders or any of their respective affiliates, for services rendered prior to or in connection with
the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may
hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, our officers,
directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit
committee will review on a quarterly basis all payments that were made to our founders or their affiliates.

 After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials
furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such
fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible
for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the
board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.

 Following a business combination, to the extent
we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth certain information
with respect to the beneficial ownership of our voting securities by (i) each person who is known by us to be the beneficial owner of
more than 5% of our issued and outstanding ordinary shares, (ii) each of our officers and directors, and (iii) all of our officers and
directors as a group as of March 7, 2023.

 Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following
table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the warrants or conversion of rights,
as the warrants are not exercisable within 60 days of March 7, 2023 and the rights are not convertible within 60 days of March 7,
2023.

 Name and Address of Beneficial Owner (1)

 Amount and
 Nature of
 Beneficial
 Ownership

 Approximate
 Percentage of
 Outstanding
 Common Stock

 Hui Chen (2)

 3,201,833

 81.17
 %

 Robert Labbe

 6,667

 *

 Brandon Miller

 3,333

 *

 Michael Lazar

 3,333

 *

 Daniel McCabe

 3,333

 *

 All current directors and executive officers as a group (five individuals)

 81.59
 %

 Five Percent Holders of Yotta

 Yotta Investment LLC (2)

 3,201,833

 81.17
 %

 *

 less than 1%.

 (1)

 Unless otherwise noted, the business address of each of the following entities or individuals is c/o Yotta Acquisition Corporation, 1185 Avenue of the Americas, Suite 301, New York, NY 10036.

 (2)

 Yotta Investment LLC, a Delaware limited liability company, our sponsor, is controlled by Ms. Chen, who is the wife of Mr. Hui Chen, our CEO and director.

 All of the insider shares issued and outstanding
prior to the IPO were placed in escrow with Continental, as escrow agent. Subject to certain limited exceptions, 50% of these shares will
not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial
business combination and the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock
splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after
the consummation of our initial business combination and the remaining 50% of the insider shares will not be transferred, assigned, sold
or released from escrow until six months after the date of the consummation of our initial business combination, or earlier, in either
case, if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction
which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.
The limited exceptions referred to above include (1) transfers among the insiders, to our officers, directors, advisors and employees,
(2) transfers to an insider's affiliates or its members upon its liquidation, (3) transfers to relatives and trusts for estate planning
purposes, (4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations
order, (6) private sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to
us for cancellation in connection with the consummation of an initial business combination, in each case (except for clause 7) where the
transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as the other applicable restrictions
and agreements of the holders of the insider shares.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Insider Shares

 On December 28, 2021, the Company issued
2,875,000 shares of common stock to the Initial Stockholders (the "Insider Shares") for an aggregated consideration of $25,000.
On March 7, 2022, the Sponsor surrendered 1,150,000 shares of common stock without any consideration. On April 5, 2022, the
Sponsor declared a dividend, payable in shares of common stock, of two-thirds of one share of common stock for each share of common stock
issued and outstanding.

 The Initial
Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until,
with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a business combination and the date
on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a business
combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business
Combination, or earlier, in either case, if, subsequent to a business combination, the Company completes a liquidation, merger,
stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange
their shares of common stock for cash, securities or other property.

 Administrative Services Agreement

 The Company entered into an agreement, commencing
on April 19, 2022 through the earlier of the Company's consummation of a business combination and its liquidation, to pay the
Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to the terms
of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and
be due and payable no later than the date of the consummation of initial business combination.

 Other

 Mr. Michael Lazar is an independent director of the board and also
is the Chief Executive Officer of Empire Filings, LLC, which is engaged by the Company to provide print and filing services. The Company
incurred $29,359 and $18,050 for the year ended December 31, 2023 and 2022, respectively, and will pay $1,000 per quarter for ongoing
compliance filings.

 On January 20, 2023, the Company issued an
unsecured promissory note in the aggregate principal amount of $575,000 to our Sponsor in exchange for its depositing such amount into
the Company's trust account in order to extend the amount of time it has available to complete a business combination from January 22,
2023 to April 22, 2023. Pursuant to the terms of the Agreement, the Target paid one-half of the extension fee while the Company paid
the other half.

 On February 5, 2023, the Company issued an unsecured promissory
note in the aggregate principal amount of $250,000 to our Sponsor in exchange for its depositing such amount into the Company's
operating account in order to meet the working capital needs of the company. The note does not bear interest and matures upon the closing
of a business combination by the Company.

 On April 21, 2023, the Company issued an
unsecured promissory note of $200,000 to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for
the Company to complete a business combination from April 22, 2023 to May 22, 2023 and the remaining $80,000 to cover working
capital needs.

 On May 17, 2023, the Company issued an unsecured
promissory note of $200,000 to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company
to complete a business combination from May 22, 2023 to June 22, 2023 and the remaining $80,000 to cover working capital needs.

 On June 20, 2023, the Company deposited $120,000
into the Trust Account to extend the time to complete the Business Combination from June 22, 2023 to July 22, 2023. Pursuant
to the terms of the Agreement, the Target paid one-half of the extension fee while the Company paid the other half. On June 20, 2023,
the Company issued an unsecured promissory note of $40,000 to the Sponsor for the extension payment.

 On July 18, 2023, the Company issued an unsecured
promissory note of $160,000 to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for the Company
to complete a business combination from July 22, 2023 to August 22, 2023 and the remaining $40,000 to cover working capital
needs.

 On August 18, 2023, the Company issued an
unsecured promissory note of $200,000 to the Sponsor in exchange for its depositing $120,000 to the Trust Account to extend the time for
the Company to complete a business combination from August 22, 2023 to September 22, 2023 and the remaining $80,000 to cover
working capital needs.

 On November 29, 2023, the
Company issued an unsecured promissory note of $35,000 to the Sponsor to cover working capital needs.

 Related Party Policy

 Our Code of Ethics requires us to avoid, wherever
possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved
by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate
amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and
(3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common
stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material
interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest
situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and
effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as
a result of his or her position.

 We also require each of our directors and executive
officers to annually complete a directors' and officers' questionnaire that elicits information about related party transactions.

 Our audit committee, pursuant to its written charter,
is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future
transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no
less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee
and a majority of our uninterested "independent" directors, or the members of our board who do not have an interest in the
transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any
such transaction unless our audit committee and a majority of our disinterested "independent" directors determine that the
terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from
unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors' and officers'
questionnaire that elicits information about related party transactions.

 These procedures are intended to determine whether
any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,
employee or officer.

 To further minimize potential conflicts of interest,
we have agreed not to consummate a business combination with an entity which is affiliated with any of our insiders unless we obtain an
opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial
point of view. Furthermore, in no event will any of our existing officers, directors or insiders, or any entity with which they are affiliated,
be paid any finder's fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,
the consummation of a business combination.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

 Public Accounting Fees

 During the year ended December 31, 2023,
Marcum LLP, has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be
paid to Marcum LLP for services rendered.

 Audit Fees. Audit fees consist of
fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by
Marcum LLP in connection with regulatory filings. The aggregate fees of Marcum LLP for professional services rendered for the audit of
our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required
filings with the SEC for the fiscal years ended December 31, 2023 and 2022 totaled $182,825 and $139,235, respectively. The above
amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related Fees. Audit-related
fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our
financial statements and are not reported under "Audit Fees." These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. During the p the fiscal years ended
December 31, 2023 and 2022, we did not pay Marcum LLP any audit-related fees.

 Tax Fees. We did not pay Marcum
LLP for tax return services, planning and tax advice for the fiscal years ended December 31, 2023 and 2022.

 All Other Fees. We did not pay Marcum
LLP for any other services for the fiscal years ended December 31, 2023 and 2022.

 Pre-Approval Policy

 Our audit committee was formed upon the consummation
of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to
the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward
basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our
auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange
Act which are approved by the audit committee prior to the completion of the audit).

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

 (a) Financial Statements:

 (1)

 The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein.

 (2)

 All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.

 (3)

 See attached Exhibit Index of this Annual Report on Form 10-K

 Page

 Reports
 of Independent Registered Public Accounting Firm Marcum LLP (PCAOB ID # 688)

 Consolidated Financial
 Statements:

 Balance
 Sheets

 of Operations

 of Changes in Stockholders' Deficit

 of Cash Flows

 Notes
 to consolidated Financial Statements

 (b) Exhibits

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, dated April 19, 2022, by and between the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 2.1

 Merger Agreement, dated October 24, 2022 by and among Yotta Acquisition Corporation, NaturalShrimp, Inc., and Yotta Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 25, 2022)

 3.1

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 3.2

 Bylaws (incorporated by reference to Exhibit 3.4 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 11, 2022)

 3.3

 Amendment to the Amended and Restated Certificate of Incorporation dated April 19, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 20, 2023)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 11, 2022)

 4.2

 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 11, 2022)

 4.3

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 11, 2022)

 4.4

 Warrant Agreement, dated April 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2022)

 4.5

 Rights Agreement, dated April 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2022)

 10.1

 Letter Agreements by each of the Company's officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 10.2

 Form of Letter Agreements by Yotta Investment LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 10.3

 Investment Management Trust Agreement, dated April 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 10.4

 Stock Escrow Agreement, dated April 19, 2022, by and among the Company, Continental Stock Transfer & Trust Company and the initial stockholders of the Company (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 10.5

 Registration Rights Agreement, dated April 19, 2022, by and among the Company, the initial stockholders of the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 10.6

 Subscription Agreement, dated April 19, 2022, by and between the Company and Yotta Investment LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 10.7

 Form of Indemnity Agreement by and between the Company and each of the directors and officers of the Company (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 10.8

 Administrative Services Agreement, dated April 19, 2022, by and between the Company and Yotta Investment LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 22, 2022)

 10.9

 Yotta Acquisition Corporation Stockholder Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 25, 2022)

 10.10

 Amendment to the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company dated April 19, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 20, 2023)

 10.11

 Promissory Note issued to Yotta Investment LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on January 26, 2023)

 10.12

 Promissory Note issued to Yotta Investment LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 14, 2023)

 10.13

 Promissory Note issued to Yotta Investment LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 27, 2023)

 10.14

 Promissory Note issued to Yotta Investment LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2023)

 10.15

 Promissory Note issued to Yotta Investment LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2023)

 10.16

 Promissory Note issued to Yotta Investment LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 24, 2023)

 Code of Ethics (incorporated by reference to Exhibit 14 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 11, 2022)

 31.1

 Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Clawback Policy

 99.1

 Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 11, 2022)

 99.2

 Form of Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 11, 2022)

 99.3

 Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 11, 2022)

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 YOTTA ACQUISITION CORPORATION

 Dated: April 15, 2024

 By:

 /s/ Hui Chen

 Name:

 Hui Chen

 Title:

 Chief Executive Officer (Principal Executive Officer)

 YOTTA ACQUISITION CORPORATION

 Dated: April 15, 2024

 By:

 /s/ Robert L. Labbe

 Name:

 Title:

 Chief Financial Officer (Principal Accounting and Financial Officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/ Hui Chen

 Chief Executive Officer

(Principal executive officer) and Director

 Hui Chen

 /s/ Robert L. Labbe

 Chief Financial Officer and Director

 /s/ Brandon Miller

 Brandon Miller

 /s/ Daniel M. McCabe

 Daniel M. McCabe

 /s/ Michael Lazar

 Michael Lazar

 YOTTA

TO FINANCIAL STATEMENTS

 Page(s)

 Report
 of Independent Registered Public Accounting Firm - Marcum LLP (PCAOB ID # 688)

 Consolidated Financial
 Statements:

 Balance
 Sheets

 of Operations

 of Changes in Stockholders' Deficit

 of Cash Flows

 Notes
 to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Yotta
Acquisition Corporation

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Yotta Acquisition Corporation (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, stockholders' deficit and cash flows for each of the two
years in the periods ended December 31, 2023 and 2022, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the periods ended December 31, 2023
and 2022, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note
1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses or entities on or before August 22, 2024 There is no assurance that the Company will obtain the necessary approvals or raise
the additional capital it needs to fund its business operations and complete any business combination prior to August 22, 2024, if at
all. The Company also has no approved plan in place to extend the business combination deadline beyond August 22, 2024 and lacks the
capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination
is extended to a later date. These matters raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments
that may be necessary should the Company be unable to continue as a going concern.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
Marcum llp

 Marcum LLP

 We
have served as the Company's auditor since 2021.

 East
Hanover, NJ

 F- 2

 YOTTA

CONSOLIDATED BALANCE SHEETS

 2023

 2022

 Assets

 Current Assets

 Cash

 $
 652,395

 $
 235,864

 Prepaid expenses

 -

 84,486

 Other receivable

 -

 10,850

 Total Current Assets

 652,395

 331,200

 Investments held in Trust Account

 Total Assets

 $
 8,574,213

 $
 116,982,661

 Liabilities, Redeemable Common Stock, and Stockholders' Deficit

 Current Liabilities

 Accrued expenses

 $
 1,256,576

 $
 632,531

 Franchise tax payable

 43,600

 186,180

 Income tax payable

 450,960

 309,931

 Excise tax payable

 1,121,204

 -

 Promissory notes - related party

 1,660,000

 -

 Total Current Liabilities

 4,532,340

 1,128,642

 Deferred underwriting fee payable

 4,025,000

 4,025,000

 Total Liabilities

 8,557,340

 5,153,642

 Commitments and Contingencies (Note 6)

 Common stock subject to possible redemption, 726,336 shares and 11,500,000 shares at redemption value of $ 10.91 and $ 10.14 per share as of December 31, 2023 and 2022, respectively

 Stockholders' Deficit

 Common stock, $ 0.0001 par value; 50,000,000 shares authorized; 3,218,499 shares issued and outstanding (excluding 726,336 shares and 11,500,000 shares subject to possible redemption as of December 31, 2023 and 2022, respectively)

 Accumulated deficit

 ( 7,905,266
)

 ( 4,822,763
)

 Total Stockholders' Deficit

 ( 7,904,945
)

 ( 4,822,442
)

 Total Liabilities, Redeemable Common Stock, and Stockholders' Deficit

 $
 8,574,213

 $
 116,982,661

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 YOTTA

CONSOLIDATED STATEMENTS OF OPERATIONS

 2023

 2022

 General and administrative expenses

 $
 1,499,150

 $
 1,020,741

 Franchise tax expenses

 43,600

 175,600

 Loss from operations

 ( 1,542,750
)

 ( 1,196,341
)

 Interest income

 2,788,029

 1,651,461

 Other income

 635,100

 -

 Income before income taxes

 1,880,379

 455,120

 Income taxes provision

 ( 450,960
)

 ( 309,931
)

 Net income

 $
 1,429,419

 $
 145,189

 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

 5,379,201

 7,972,527

 Basic and diluted net income per share, common stock subject to possible redemption

 $
 0.17

 $
 0.01

 Basic and diluted weighted average shares outstanding, common stock

 2,902,212

 Basic and diluted net income per share, common stock

 $
 0.17

 $
 0.01

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 YOTTA

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 For
the Year Ended December 31, 2023

 Common Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of January 1, 2023

 $

 $
 -

 $
 ( 4,822,763
)

 $
 ( 4,822,442
)

 Remeasurement of common stock to redemption value

 -

 -

 -

 ( 3,390,718
)

 ( 3,390,718
)

 Capital contribution made by Sponsor related to the stockholder non-redemption agreements

 -

 -

 446,735

 -

 446,735

 Cost of raising capital related to the stockholder non-redemption agreements

 -

 -

 ( 446,735
)

 -

 ( 446,735
)

 Excise tax imposed on common stock redemptions

 -

 -

 -

 ( 1,121,204
)

 ( 1,121,204
)

 Net income

 -

 -

 -

 1,429,419

 1,429,419

 Balance as of December 31, 2023

 $

 $
 -

 $
 ( 7,905,266
)

 $
 ( 7,904,945
)

 For
the year ended December 31, 2022

 Common Stock

 Additional
 paid-in

 Accumulated

 Total
 Stockholders'

 Shares

 Amount

 capital

 deficit

 deficit

 Balance as of January 1, 2022

 2,874,999

 $

 $
 24,713

 $
 ( 11,769
)

 $
 13,231

 Sale of private placement units

 343,500

 3,434,966

 -

 3,435,000

 Proceeds allocated to Public Warrants classified as equity

 -

 -

 690,000

 -

 690,000

 Proceeds allocated to Public Rights classified as equity

 -

 -

 8,280,000

 -

 8,280,000

 Offering costs allocated to Public Warrants and Public Rights classified as equity

 -

 -

 ( 527,624
)

 -

 ( 527,624
)

 Remeasurement of common stock to redemption value

 -

 -

 ( 11,902,055
)

 ( 4,956,183
)

 ( 16,858,238
)

 Net income for the year

 -

 -

 -

 145,189

 145,189

 Balance as of December 31, 2022

 $

 $
 -

 $
 ( 4,822,763
)

 $
 ( 4,822,442
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 YOTTA

CONSOLIDATED STATEMENTS OF CASH FLOWS

 2023

 2022

 Cash Flows from Operating Activities:

 Net income

 $
 1,429,419

 $
 145,189

 Adjustments to reconcile net cash used in operating activities:

 Interest earned on investment held in Trust Account

 ( 2,781,123
)

 ( 1,651,461
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 84,486

 ( 84,486
)

 Other receivable

 10,850

 ( 10,850
)

 Accounts payable and accrued expenses

 624,045

 610,742

 Income tax payable

 141,029

 309,931

 Franchise tax payable

 ( 142,580
)

 175,600

 Net cash used in operating activities

 ( 633,874
)

 ( 505,334
)

 Cash Flows from Investing Activities:

 Purchase of investment held in Trust Account

 -

 ( 115,000,000
)

 Cash deposited in Trust Account

 ( 1,750,100
)

 -

 Cash withdrawn from Trust Account to pay taxes

 1,140,505

 -

 Cash withdrawn from Trust Account to pay redeemed public stockholders

 112,120,361

 -

 Net
 cash provided by (used in) investing activities

 111,510,766

 ( 115,000,000
)

 Cash Flows from Financing Activities:

 Proceeds from sale of public units through public offering

 -

 115,000,000

 Proceeds from sale of private placement units

 -

 3,435,000

 Repayment of promissory note to related party

 -

 ( 250,000
)

 Payment of underwriters' commissions

 -

 ( 2,300,000
)

 Payment of deferred offering costs

 -

 ( 339,802
)

 Payment to redeemed public stockholders

 ( 112,120,361
)

 -

 Proceeds from promissory note- related party

 1,660,000

 -

 Net
 cash (used in) provided by financing activities

 ( 110,460,361
)

 115,545,198

 Net change in cash

 416,531

 39,864

 Cash, beginning of the year

 235,864

 196,000

 Cash, end of the year

 $
 652,395

 $
 235,864

 Supplemental
 Disclosure of Non-cash Financing Activities

 Initial classification of common stock subject to redemption

 $
 -

 $
 106,030,000

 Deferred underwriting fee

 $
 -

 $
 4,025,000

 Remeasurement of common stock to redemption value

 $
 3,390,718

 $
 16,858,238

 Franchise and income taxes paid

 $
 475,048

 $
 -

 Excise tax payable

 $
 1,121,204

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 YOTTA

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 Note
1 — Description of Organization and Business Operations

 Organization
and General

 Yotta
Acquisition Corporation (the "Company") is a newly organized blank check company incorporated as a Delaware corporation on
March 8, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or entities ("Business Combination"). The Company
intends to focus on target businesses in and around the high technology, blockchain and other general business industries globally.

 As
of December 31, 2023, the Company had not commenced any operations. All activities through December 31, 2023 are related to
the Company's formation and the initial public offering ("IPO" as described below in Note 3) and, subsequent to the
IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion
of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds
derived from the IPO. The Company has selected December 31 as its fiscal year end.

 The
Company's sponsor is Yotta Investments LLC (the "Sponsor"), a Delaware limited liability company.

 The
registration statement for the Company's IPO became effective on April 19, 2022. On April 22, 2022, the Company consummated
the IPO of 10,000,000 units at an offering price of $ 10.00 per unit (the "Public Units'), generating gross proceeds of $ 100,000,000.
Simultaneously with the IPO, the Company sold to its Sponsor 313,500 units at $ 10.00 per unit (the "Private Units") in a
private placement generating total gross proceeds of $ 3,135,000, which is described in Note 4.

 The
Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Public Units to cover over-allotments, if any.
On April 27, 2022, the underwriters exercised the over-allotment option in full and purchased 1,500,000 Public Units at a price
of $ 10.00 per Public Unit, generating gross proceeds of $ 15,000,000. Simultaneously with the closing of the over-allotment option, the
Company consummated the sale of an additional aggregate of 30,000 Private Units with the Sponsor at a price of $ 10.00 per Private Unit,
generating total proceeds of $ 300,000.

 Transaction
costs amounted to $ 6,764,402, consisting $ 2,300,000 of underwriting fees, $ 4,025,000 of deferred underwriting fees (payable only upon
completion of a Business Combination) and $ 439,402 of other offering costs.

 Upon
the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over-allotment option and the sale of
the additional Private Units on April 27, 2022, a total of $ 115,000,000 was placed in a trust account (the "Trust Account")
maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), and that invest only in direct U.S. government treasury obligations.
These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the
Company's failure to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust
Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the
Company's public stockholders. In addition, interest income earned on the funds in the Trust Account may be released to the Company
to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination
only from the net proceeds of the IPO and private placement not held in the Trust Account.

 F- 7

 Pursuant
to Nasdaq listing rules, the Company's initial Business Combination must occur with one or more target businesses having an aggregate
fair market value equal to at least 80 % of the value of the funds in the Trust account (excluding any deferred underwriting discounts
and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time
of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination
with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is
no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if
the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act.

 The
Company will provide its holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated
to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its franchise and income tax obligations).

 The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business
Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or
other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the "Amended and Restated
Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange
Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however,
stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal
reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they
vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the
Company's Sponsor and any of the Company's officers or directors that may hold Insider Shares (as defined in Note 5) (the
"Initial Stockholders") and the underwriters have agreed (a) to vote their Insider Shares, Private Shares (as defined in
Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the IPO in favor of approving
a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve,
or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

 If
the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with
respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

 The
Initial Stockholders and underwriters have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares,
and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of,
an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company's
obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the
public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

 F- 8

 Initially,
the Company had until 9 months from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates
that it may not be able to consummate initial business combination within 9 months, the Company's insiders or their affiliates
may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months
each time (for a total of 15 months to complete a business combination) (the "Combination Period"). In order to extend the
time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the
Trust Account $ 1,000,000, or $1,150,000 if the underwriters' over-allotment option is exercised in full ($ 0.10 per Public Share
in either case or an aggregate of $ 2,000,000 (or $2,300,000 if the over-allotment option is exercised in full)), on or prior to the date
of the applicable deadline.

 On
April 19, 2023, the Company held a special meeting of stockholders (the "April Special Meeting"). During the April Special
Meeting, stockholders approved (i) an amendment to the Company's amended and restated certificate of incorporation to extend the
date by which the Company has to consummate a business combination from April 22, 2023 to April 22, 2024 on a month-by-month
basis and (ii) an amendment to the Investment Management Trust Agreement (the "Trust Agreement") with Continental Stock Transfer
& Trust Company giving the Company's right to extend the time to complete a business combination twelve times for an additional
one month each time from April 22, 2023 to April 22, 2024 by depositing $ 120,000 to the Trust Account for each one-month extension.
In connection with the stockholders' vote at the special meeting, an aggregate of 7,414,905 shares with redemption value of approximately
$ 76,322,364 (or $10.29 per share) of the Company's common stock were tendered for redemption.

 On
September 22, 2023, the Company held a special meeting of stockholders (the "September Special Meeting"). During the
September Special Meeting, stockholders approved (i) an amendment to the Company's amended and restated certificate of incorporation
to extend the date by which the Company has to consummate a business combination from September 22, 2023 to August 22, 2024
and (ii) an amendment to the Company's Trust Agreement as amended on April 19, 2023 to provide that the time for the Company
to complete its initial business combination under the Trust Agreement shall be extended from September 22, 2023 to August 22,
2024 without depositing any additional funds to the Trust Account. Additionally, the Company and the Sponsor entered into agreements
with several third parties in exchange for them agreeing not to redeem shares of the Company's common stock sold in its IPO (See
Note 6). In connection with the stockholders' vote at the special meeting, an aggregate of 3,358,759 shares with redemption value
of approximately $ 35,797,997 (or $10.66 per share) of the Company's common stock were tendered for redemption; the entire amount
was paid to the redeemed public stockholders on October 16, 2023.

 The
Company has until 28 months (or by August 22, 2024) from the closing of the IPO to consummate a Business Combination. If the Company
is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest
shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve
and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.

 The
Sponsor and the other Initial Stockholders have agreed to waive their liquidation rights with respect to the Insider Shares, and Private
Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial
Stockholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust
Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive
their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete
a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in
the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible
that the per share value of the assets remaining available for distribution will be less than $10.00.

 F- 9

 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to
any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim
of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company's indemnity
of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not
be responsible to the extent of any liability for such third party claims.

 Business
Combination

 On
October 24, 2022, the Company, NaturalShrimp Incorporated, a Nevada corporation ("NaturalShrimp" or the "Target"), and Yotta
Merger Sub, Inc., a Nevada corporation ("Merger Sub") and wholly-owned subsidiary of the Company, entered into a Merger
Agreement (the "Agreement"), pursuant to which Merger Sub would merge with and into the NaturalShrimp (the
"Business Combination") with the Target as the surviving corporation of the Business Combination and becoming a
wholly-owned subsidiary of the Company.

 By
a letter dated August 10, 2023 (the "Termination Letter"), the Company informed NaturalShrimp that it was terminating
Merger Agreement. The termination of the Merger 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 Yotta
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 Merger Agreement. Yotta rejected
that purported termination as it does not believe NaturalShrimp has a legal basis under the Merger Agreement to terminate it. Moreover,
pursuant to Section 10.2(b) of the Merger Agreement, NaturalShrimp was not authorized to terminate the Merger Agreement when it
was in breach of its terms. The Company also included in the Termination Letter a demand for the $ 3 million termination fee due to it
under the terms of the Merger Agreement. There have been no further developments with respect to the Merger Agreement or the Termination
Letter. As of December 31, 2023, the Company recorded $ 635,100 representing total extension fee received from NaturalShrimp as other
income in the statement of operations.

 Liquidity
and Going Concern Consideration

 As
of December 31, 2023, the Company had cash of $ 652,395 and a working capital deficit of $ 3,879,945. On each of April 21, 2023,
May 19, 2023, June 20, 2023, July 21, 2023, and August 21, 2023, the Company made a deposit of $ 120,000 to the Trust
Account and extended the time to complete a Business Combination to September 22, 2023. On September 22, 2023, the Company's
stockholders approved an amendment to the Company's amended and restated certificate of incorporation to permit an extension to
August 22, 2024 without depositing any additional funds to the Trust Account. It is uncertain that the Company will be able to consummate
a Business Combination by the extended date (or August 22, 2024 if the Sponsor elects to extend the consummation deadline). Moreover,
the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem
a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities
or incur debt in connection with such Business Combination. If a Business Combination is not consummated by August 22, 2024, there
will be a mandatory liquidation and subsequent dissolution.

 The
Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction
costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete
its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business
Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject
to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our
Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available,
it will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand
is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

 F- 10

 In
connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's
Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue
as a Going Concern," management has determined that if the Company is unable to complete a Business Combination by August 22,
2024, then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and subsequent dissolution
as well as liquidity concerns raise substantial doubt about the Company's ability to continue as a going concern. The financial
statement does not include any adjustments that might result from the outcome of this uncertainty.

 Risks
and Uncertainties

 In
February 2022, an armed conflict escalated between Russia and Ukraine. The sanctions announced by the United States and other countries
against Russia and Belarus following Russia's invasion of Ukraine to date include restrictions on selling or importing goods, services,
or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military,
business, and financial organizations in Russia and Belarus. The United States and other countries could impose wider sanctions and take
other actions should the conflict further escalate. Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces
began an armed conflict in Israel, the Gaza Strip, and surrounding areas, which threatens to spread to other Middle Eastern countries
including Lebanon and Iran.

 As
a result of the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company's ability to consummate
a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination,
may be materially and adversely affected. In addition, the Company's ability to consummate a transaction may be dependent on the
ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility,
or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of
this action and potential future sanctions on the world economy and the specific impact on the Company's financial position, results
of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Inflation
Reduction Act of 2022

 On
August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides
for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded
domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the
Treasury (the "Treasury") has been given authority to provide regulations and other guidance to carry out and prevent the
abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

 Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or
otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection
with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of
the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business
Combination, (iii) the nature and amount of any "PIPE" or other equity issuances in connection with a Business Combination
(or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination)
and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the
Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing
could cause a reduction in the cash available on hand to complete a Business Combination and in the Company's ability to complete
a Business Combination.

 The
IR Act tax provisions had an impact on the Company's fiscal 2023 tax provision as there were redemptions by the public stockholders
in April 2023 and September 2023; as a result, the Company recorded $ 1,121,204 excise tax liability as of December 31, 2023.
The Company will continue to monitor for updates to the Company's business along with guidance issued with respect to the IR Act
to determine whether any adjustments are needed to the Company's tax provision in future periods.

 F- 11

 Note
2 — Significant Accounting Policies

 Basis
of Presentation

 The
accompanying audited financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted
in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC. Accordingly, they include
all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals)
considered for a fair presentation have been included.

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company that
is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.

 Use
of Estimates

 In
preparing these consolidated financial statements in conformity with U.S. GAAP, the Company's management makes estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ significantly from those estimates.

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $ 652,395 and $ 235,864 in cash as of December 31, 2023 and 2022, respectively. The Company did no t have any cash
equivalents for both fiscal years.

 Stock
Compensation Expense

 The
Company accounts for stock-based compensation expense in accordance with ASC 718, "Compensation – Stock Compensation"
("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon
the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition,
the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition,
with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market
approach. Forfeitures are recognized as incurred.

 F- 12

 The
Company's Insider Shares were granted to certain independent directors subject to a performance condition, namely the occurrence
of a Business Combination. This performance condition is considered in determining the grant date fair value of these instruments using
Monte Carlo simulation. Compensation expense related to the Insider Shares is recognized only when the performance condition is probable
of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been
recognized for the year ended December 31, 2023 and 2022. The estimated fair value of the 16,666 shares granted to the Company's
directors was $ 123,900, or $ 7.38 per share at January 28, 2022.

 Income
Taxes

 The
Company accounts for income taxes under ASC 740, "Income Taxes ("ASC 740")". ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized.

 ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition.

 The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2023. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position.

 The
Company has identified the United States as its only "major" tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus
of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 825, "Financial Instruments,"
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 Net
Income Per Share

 The
Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company's consolidated
statements of operations for subsequent periods will include a presentation of income per redeemable share and income per non-redeemable
share following the two-class method of income per share. Net income per share is computed by dividing net income by the weighted average
number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial
Stockholders. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially,
be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income
per share is the same as basic net income per share for the period presented.

 F- 13

 Net
income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during
the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution
different than other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net
income per share. The Company has not considered the effect of the warrants sold in the IPO and private placement to purchase an aggregate
of 11,843,500 shares in the calculation of diluted per share, since the exercise of the warrants are contingent upon the occurrence of
future events.

 The
net income per share presented in the statement of operations is based on the following:

 Basic and diluted net loss per share

 2023

 For
the

2022

 Redeemable

shares

 Non-redeemable

shares

 Redeemable
 shares

 Non-redeemable

shares

 Basic and diluted net income per share:

 Numerators:

 Allocation of net income

 $
 894,324

 $
 535,095

 $
 106,441

 $
 38,748

 Denominators:

 Basic and diluted weighted average shares outstanding

 5,379,201

 7,972,527

 2,902,212

 Basic and diluted net income per share

 $
 0.17

 $
 0.17

 $
 0.01

 $
 0.01

 Warrants

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging
("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company's own common shares and whether the warrant holders could potentially
require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as
of each subsequent quarterly period end date while the warrants are outstanding.

 For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As discussed in Note 7, it was determined
that they were equity-classified.

 Common
Stock Subject to Possible Redemption

 The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing
Liabilities from Equity." Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are
measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control)
is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's
common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence
of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value
of $ 10.91 and $ 10.14 per share, as of December 31, 2023 and 2022, respectively, as temporary equity, outside of the stockholders'
deficit section of the Company's balance sheet. The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases
or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital
or accumulated deficit if additional paid-in capital is zero.

 F- 14

 Investments
Held in Trust Account

 Upon
the closing of the IPO and the private placement on April 22, 2022, and the exercise of the over-allotment option and the sale of
the additional Private Units on April 27, 2022, an amount of $ 115,000,000 was placed in the Trust Account and may be invested only
in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations. The trust account is intended as a
holding place for funds pending the earlier to occur of either: (i) the completion of our primary business objective, which is a business
combination; or (ii) absent a business combination, our return of the funds held in the trust account to our public stockholders as part
of our redemption of the public shares.

 The
Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance
sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities
is included in income from investments held in Trust Account in the accompanying audited statement of operations. The estimated fair
values of investments held in the Trust Account are determined using available market information.

 Recent
Accounting Pronouncements

 In
December 2023, the FASB issued Accounting Standards Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosure"
("ASU 2023-09"). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity's
effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on
a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.
The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or
cash flows.

 Management
does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Company's financial statement.

 Note
3 — Initial Public Offering

 Pursuant
to the IPO on April 22, 2022, the Company sold 10,000,000 Public Units at $ 10.00 per Public Unit, generating gross proceeds of $ 100,000,000.
The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Public Units to cover over-allotments, if
any. On April 27, 2022, the underwriters exercised the over-allotment option in full and purchased 1,500,000 Public Units at a price
of $ 10.00 per Public Unit, generating gross proceeds of $ 15,000,000. Each Unit consists of one share of common stock, one right ("Public
Right") and one redeemable warrant ("Public Warrant"). Each Public Right will convert into one-tenth (1/10) of one
share of common stock upon the consummation of a Business Combination. Each whole Public Warrant entitles the holder to purchase one
share of common stock at a price of $11.50 per whole share, subject to adjustment. Because the Warrants may only be exercised for whole
numbers of shares, only an even number of warrants may be exercised. The Warrants will become exercisable on the later of the completion
of the Company's initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion
of the Company's initial Business Combination or earlier upon redemption or liquidation.

 All
of the 11,500,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption
of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with
certain amendments to the Company's amended and restated certificate of incorporation, or in connection with the Company's
liquidation. In accordance with the SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified
outside of permanent equity.

 F- 15

 The
Company's redeemable common stock is subject to SEC and its staff's guidance on redeemable equity instruments, which has
been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either
accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the
instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption
value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend
(i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

 As
of December 31, 2023 and 2022, the shares of common stock reflected on the balance sheets are reconciled in the following table.

 Schedule of reconciliation of common stock reflected on balance sheet

 Gross proceeds

 $
 115,000,000

 Less:

 Proceeds allocated to Public Warrants

 ( 690,000
)

 Proceeds allocated to Public Rights

 ( 8,280,000
)

 Offering costs of Public Shares

 ( 6,236,777
)

 Plus:

 Accretion of carrying value to redemption value

 16,858,238

 Common stock subject to possible redemption- December 31, 2022

 Accretion of carrying value to redemption value

 4,531,223

 Cash withdrawn from Trust Account to pay franchise and income taxes

 ( 1,140,505
)

 Payment to redeemed public stockholders

 ( 112,120,361
)

 Common stock subject to possible redemption – December 31, 2023

 $

 Note
4 — Private Placement

 Simultaneously
with the closing of the IPO, the Sponsor purchased an aggregate of 313,500 Private Units at a price of $ 10.00 per Private Unit for an
aggregate purchase price of $ 3,135,000 in a private placement. Simultaneously with the closing of the over-allotment option, the Company
consummated the sale of an additional aggregate of 30,000 Private Units with the Sponsor at a price of $ 10.00 per Private Unit, generating
total proceeds of $ 300,000. Each Private Unit will consist of one share of common stock ("Private Share"), one right ("Private
Right") and one redeemable warrant ("Private Warrant"). Each whole Private Warrant entitles the holder to purchase
one share of common stock at a price of $ 11.50 per share, subject to adjustment. The Private Warrants will be identical to the Public
Warrants except that the Private Warrants and the common shares issuable upon the exercise of the Private Warrants will not be transferable,
assignable or saleable until after the completion of a Business Combination. The proceeds from the Private Units were added to the proceeds
from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period,
the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law), and the Private Units and all underlying securities will expire worthless.

 Note
5 — Related Party Transactions

 Insider
Shares

 On
December 28, 2021, the Company issued 2,875,000 shares of common stock to the Initial Stockholders (the "Insider Shares")
for an aggregated consideration of $ 25,000, or approximately $ 0.0087 per share. Such shares included up to 375,000 shares subject to
forfeiture by the Initial Stockholders to the extent that the underwriters' over-allotment is not exercised in full, so that the
Initial Stockholders would collectively own 20% of the Company's issued and outstanding shares after the IPO (assuming the Initial
Stockholders did not purchase any Public Shares in the IPO and excluding the Private Units).

 F- 16

 On
March 7, 2022, the Sponsor surrendered 1,150,000 shares of common stock without any consideration. On April 5, 2022, the Sponsor
declared a dividend, payable in shares of common stock, of two-thirds of one share of common stock for each share of common stock issued
and outstanding. As a result of the underwriters' full exercise of their over-allotment option on April 27, 2022, no Insider
Shares are currently subject to forfeiture. As of December 31, 2023, there were 3,218,499 Insider Shares issued and outstanding.

 The
Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares
until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the
date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination
and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination,
or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or
other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of common
stock for cash, securities or other property.

 Promissory
Note — Related Party

 On
December 28, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $ 500,000 to be used, in part, for transaction
costs incurred in connection with the IPO (the "Promissory Note"). The Promissory Note is unsecured, interest-free and due
on the earlier of August 31, 2022 or the closing of the IPO. The Company repaid the outstanding balance of $ 250,000 to the Sponsor
on April 22, 2022.

 On
January 20, 2023, the Company issued an unsecured promissory note of $ 575,000 ("Promissory Note 1") to the Sponsor in
exchange for its depositing such amount into the Trust Account to extend the time for the Company to complete a business combination
from January 22, 2023 to April 22, 2023. On January 20, 2023, the Company deposited $ 1,150,000 into the Trust Account, which included $ 575,000 paid by NaturalShrimp pursuant to
the terms of the Agreement.

 On
February 5, 2023, the Sponsor loaned the Company $ 250,000 ("Promissory Note 2") to cover expenses related to the Business
Combination.

 On
April 21, 2023, the Company issued an unsecured promissory note of $ 200,000 ("Promissory Note 3") to the Sponsor in
exchange for its depositing $ 120,000 to the Trust Account to extend the time for the Company to complete a business combination from
April 22, 2023 to May 22, 2023 and the remaining $ 80,000 to cover working capital needs.

 On
May 17, 2023, the Company issued an unsecured promissory note of $ 200,000 ("Promissory Note 4") to the Sponsor in exchange
for its depositing $ 120,000 to the Trust Account to extend the time for the Company to complete a business combination from May 22,
2023 to June 22, 2023 and the remaining $ 80,000 to cover working capital needs.

 On June 20, 2023, the
Company deposited $ 120,000 into the Trust Account to extend the time to complete the Business Combination from June 22, 2023 to July
22, 2023. Pursuant to the terms of the Agreement, the Target paid one-half of the extension fee while the Company paid the other
half. On June 20, 2023, the Company issued an
unsecured promissory note of $ 40,000
("Promissory Note 5") to the Sponsor in exchange for its depositing $ 60,000
to the Trust Account to extend the time for the Company to complete a business combination from June 22, 2023 to July 22,
2023.

 On
July 18, 2023, the Company issued an unsecured promissory note of $ 160,000 ("Promissory Note 6") to the Sponsor in exchange
for its depositing $ 120,000 to the Trust Account to extend the time for the Company to complete a business combination from July 22,
2023 to August 22, 2023 and the remaining $ 40,000 to cover working capital needs.

 On
August 18, 2023, the Company issued an unsecured promissory note of $ 200,000 ("Promissory Note 7") to the Sponsor in
exchange for its depositing $ 120,000 to the Trust Account to extend the time for the Company to complete a business combination from
August 22, 2023 to September 22, 2023 and the remaining $ 80,000 to cover working capital needs.

 F- 17

 On
November 29, 2023, the Company issued an unsecured promissory note of $ 35,000 ("Promissory Note 8") to the Sponsor to cover
working capital needs.

 All
eight Promissory Notes are interest-free and payable after the date on which the Company consummates an initial business combination.
As of December 31, 2023 and 2022, $ 1,660,000 and $ 0 were outstanding respectively, under all the Promissory Notes.

 Related
Party Loans

 In
addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Stockholders
or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination,
it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of
the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used
for such repayment. Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender. As of
December 31, 2023 and 2022, the Company had no borrowings under the working capital loans.

 Administrative
Services Agreement

 The
Company entered into an agreement, commencing on April 19, 2022 through the earlier of the Company's consummation of a Business
Combination and its liquidation, to pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial and administrative
support. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid
amount will accrue without interest and be due and payable no later than the date of the consummation of initial Business Combination.
For the year ended December 31, 2023 and 2022, the Company incurred $ 120,000 and $ 80,000, respectively, in fees for these services,
of which $ 120,000 and $ 80,000 were included in accrued expenses in the accompanying balance sheets as of December 31, 2023 and 2022,
respectively. On January 26, 2023, the Company paid $ 80,000 accrued administrative support expenses in cash.

 Other

 Mr.
Michael Lazar who has been an independent director of the board since April 2022, also is
the Chief Executive Officer of Empire Filings, LLC, which is engaged by the Company to provide print and filing services. The
Company incurred $ 29,359
and $ 18,050
for the year ended December 31, 2023 and 2022, respectively, and will pay $ 1,000
per quarter for ongoing compliance filings.

 Note
6 — Commitments and Contingencies

 Registration
Rights

 The
holders of the Insider Shares issued and outstanding as of April 19, 2022, as well as the holders of the private units and any shares
of the Company's insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension
loans made to the Company (and any shares of common stock issuable upon the exercise of the warrants and conversion of the underlying
the private rights), will be entitled to registration rights pursuant to an agreement signed on April 19, 2022. The holders of a
majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of
the Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these
shares of common stock are to be released from escrow. The holders of a majority of the private units and units issued in payment of
working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company
consummate an initial business combination. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.

 F- 18

 Underwriting
Agreement

 The
Company has granted Chardan, the representative of the underwriters, a 45-day option from the date of this prospectus to purchase up
to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On
April 27, 2022, Chardan exercised the over-allotment option in full and purchased 1,500,000 additional Units.

 The
underwriters were paid a cash underwriting discount of 2.0 % of the gross proceeds of the IPO (including the exercise of the over-allotment
option), or $ 2,300,000. In addition, the underwriters will be entitled to a deferred fee of 3.5 % of the gross proceeds of the IPO (including
the exercise of the over-allotment option), $ 4,025,000 which will be paid upon the closing of a Business Combination from the amounts
held in the Trust Account, subject to the terms of the underwriting agreement.

 Non-Redemption
Agreements

 On
September 19-21, 2023, the Company and its Sponsor entered into agreements ("Non-Redemption Agreements") with several third
parties in exchange for them agreeing not to redeem shares of the Company's common stock sold in its IPO ("Non-Redeemed Shares")
at the September Special Meeting at which a proposal to approve an extension of time for the Company to complete its initial business
combination by August 22, 2024. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed
to transfer to such third parties an aggregate of 299,340 shares of the Common Stock held by the Sponsor. The Company estimated the aggregate
fair value of the 299,340 Non-Redeemed Shares to be $ 446,735 or on average $ 1.49 per share. The excess of the fair value of the Non-Redeemed
Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin ("SAB")
Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was recorded against additional paid-in
capital.

 Right
of First Refusal

 The
Company has granted Chardan for a period of 18 months after the date of the consummation of the Company's Business Combination,
a right of first refusal to act as book-running manager, with at least 30% of the economics, or, in the case of a "three-handed"
deal 20% of the economics, for any and all future public and private equity and debt offerings.

 Note
7 — Stockholders' Equity

 Common
Stock — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $ 0.0001 per share. Holders
of common stock are entitled to one vote for each share. In March 2022, the Sponsor surrendered 1,150,000 shares of common stock
without any consideration and in April 2022, the Sponsor declared a dividend, payable in shares of common stock, of two-thirds of
one share of common stock for each share of common stock issued and outstanding. As a result of the underwriters' full exercise
of their over-allotment option on April 27, 2022, no Insider Shares are currently subject to forfeiture. As of December 31,
2023 and 2022, there were 3,218,499 Insider Shares issued and outstanding.

 Rights
 — Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination,
even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will
be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive
its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit
purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which
the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per
share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each
holder of a right will be required to affirmatively covert its rights in order to receive 1/10 share underlying each right (without paying
additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates
of the Company).

 F- 19

 If
the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the
Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution
from the Company's assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.
Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business
Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights
might not receive the shares of common stock underlying the rights.

 Public
Warrants — Each redeemable Public Warrant entitles the holder thereof to purchase one share of common stock at a price
of $ 11.50 per full share, and will become exercisable on the later of the completion of an initial Business Combination and 12 months
from the closing of the IPO. However, no Public Warrants will be exercisable for cash unless the foregoing, if a registration statement
covering the issuance of the common stock issuable upon exercise of the public warrants is not effective within 90 days from the closing
of the Company's initial Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders
will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the closing of the Company's
initial Business Combination at 5:00 p.m., New York City time or earlier upon redemption or liquidation.

 In
addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of the Company's initial Business Combination at an issue price or effective issue price of less than $ 9.20 per
share (with such issue price or effective issue price to be determined in good faith by the board of directors), (y) the aggregate gross
proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of
the Company's initial Business Combination, and (z) the volume weighted average trading price of the Company's common stock
during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination
(such price, the "Market Price") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the Market Price, and the $ 16.50 per share redemption trigger price described below will be adjusted (to
the nearest cent) to be equal to 165% of the Market Value.

 Once
the Public Warrants become exercisable, the Company may redeem the Public Warrants:

 in whole and not in part;

 at a price of $ 0.01 per
 Public Warrant;

 upon a minimum of 30 days'
 prior written notice of redemption, which the Company refers to as the 30-day redemption period;

 if,
and only if, the last reported sale price of the Company's common stock equals or exceeds $16.50 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders.

 If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a "cashless basis," as described in the warrant agreement. In such event, each holder would pay
the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing
(x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price
of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value"
shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to
the date on which the notice of redemption is sent to the holders of warrants.

 F- 20

 Except
as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a
holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and
the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the
holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions
and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the
warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus
relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company
will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of
the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders
of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have
no value, the market for the warrants may be limited and the warrants may expire worthless.

 Private
Warrants — The private warrants have terms and provisions that are identical to those of the warrants being sold as part
of the units in this offering except that the private warrants will be entitled to registration rights. The private warrants (including
the common stock issuable upon exercise of the private warrants) will not be transferable, assignable or saleable until after the completion
of our initial business combination except to permitted transferees.

 Note
8 — Fair Value Measurements

 The
fair value of the Company's consolidated financial assets and liabilities reflects management's estimate of amounts that
the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities
in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets
and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize
the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following
fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order
to value the assets and liabilities:

 Level 1:

 Quoted prices in active
 markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the
 asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2:

 Observable inputs other
 than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
 prices for identical assets or liabilities in markets that are not active.

 Level 3:

 Unobservable
inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability.

 The
following tables present information about the Company's assets and liabilities that are measured at fair value on December 31,
2023 and 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Fair value measurements, recurring and nonrecurring

 2023

 Level 1

 Level 2

 Level 3

 Assets

 Marketable securities held in Trust Account

 $

 $

 $
 -

 $
 -

 2022

 Level 1

 Level 2

 Level 3

 Assets

 Marketable securities held in Trust Account

 $

 $

 $
 -

 $
 -

 F- 21

 Note
9 — Income Taxes

 The Company's
net deferred tax assets are as follows:

 Schedule of deferred tax assets

 2023

 2022

 Deferred tax asset

 Net operating loss carryforward

 $
 -

 $
 -

 Startup/Organization Expenses

 121,654

 65,574

 Total deferred tax asset

 121,654

 65,574

 Valuation allowance

 ( 121,654
)

 ( 65,574
)

 Deferred tax asset, net of allowance

 $
 -

 $
 -

 The
income tax provision consists of the following:

 Schedule of income tax provision

 2023

 2022

 Federal

 Current

 $
 450,960

 $
 309,931

 Deferred

 ( 56,079
)

 ( 65,574
)

 State

 Current

 $
 -

 $
 -

 Deferred

 -

 -

 Change in valuation allowance

 56,079

 65,574

 Income tax provision

 $
 450,960

 $
 309,931

 A
reconciliation of the Company's statutory income tax rate to the Company's effective income tax rate is as follows (in thousands):

 Schedule of effective income tax rate

 2023

 2022

 Income at U.S. statutory rate

 21.00
 %

 21.00
 %

 State taxes, net of federal benefit

 0.00
 %

 0.00
 %

 Transaction costs

 0.00
 %

 32.69
 %

 Change in valuation allowance

 2.98
 %

 14.41
 %

 Effective income tax rate

 23.96
 %

 68.10
 %

 As
of December 31, 2023 and 2022, the Company did not have any U.S. federal and state net operating loss carryovers available to offset
future taxable income.

 In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all of the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The change
in the valuation allowance was $ 56,079 and $ 65,574 for the year ended December 31, 2023 and 2022, respectively.

 The
provisions for U.S. federal and state income taxes were $ 450,960 and $ 309,931 for the year ended December 31, 2023 and 2022, respectively.
The Company's tax returns for the year ended December 31, 2023, 2022 and 2021 remain open and subject to examination.

 F- 22

 Note
10 — Subsequent Events

 The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial
statements were issued. Based on the review, as further disclosed in the footnotes and except as disclosed below, management did not
any subsequent event requiring disclosure in the consolidated financial statements.

 On January 10, 2024,
the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq")
stating that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(2) (the "Rule") because the Company has not
maintained a minimum Market Value of Listed Securities ("MVLS") of at least $ 50 million. The Notice has no immediate effect
on the listing or trading of the Company's listed securities (the "Listed Securities").

 The Company has 180 calendar
days from the date of the Notice, or until July 8, 2024, to regain compliance. If at any time during this 180 day period the MVLS is
at least $ 50 million for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance
and this matter will be closed. Alternatively, the Company may consider applying for a transfer to the Nasdaq Capital Market (the "Capital
Market"). In order to transfer, the Company must submit an on-line Transfer Application, pay a $ 5,000 fee and meet the Capital
Market's continued listing requirements.

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