Yotta Acquisition Corporation (NASDAQ: YOTA), a publicly traded
special purpose acquisition company (“Yotta”), and DRIVEiT
Financial Auto Group, Inc. (“DRIVEiT”), an operator of electric
vehicle superstores that supports customers’ entire electric
vehicle experience, today announced that they have entered into a
definitive merger agreement, dated August 20, 2024 (the “Merger
Agreement”). Upon the closing of the transaction, the combined
company is expected to change its name to DriveiT Financial Auto
Group, Inc. and its securities are expected to be traded on the
Nasdaq Stock Exchange. DRIVEiT’s executive management team will
continue to lead the combined company.
Company Overview
DRIVEiT is a pioneering company dedicated to
transforming the customer EV experience. DRIVEiT offers a
comprehensive ecosystem encompassing EV sales, financing, and
post-purchase services such as warranty, service, and parts.
DRIVEiT’s vision is to become the ultimate EV superstore, providing
unparalleled support throughout the entire customer journey.
Management Comments
“We are very excited about this opportunity and the future for
all Yotta and DRIVEiT stockholders. DRIVEiT is an industry first
innovator building an EV superstore, encompassing everything from
sales, service, parts and collision repair with laser focus on a
unique customer experience,” said Shawn Hughes, chief executive
officer of DRIVEiT. “In our partnership with Yotta, the future is
now as we set the bar for retail EV car buying and ownership
experience.”
“We are very pleased to announce the proposed
merger with DRIVEiT,” said Mr. Hui Chen, the Chief Executive
Officer of Yotta. “After undertaking a comprehensive process with
external advisors to explore and evaluate numerous potential
business combination targets, our board and management team believe
that this transaction with DRIVEiT represents the best opportunity
to create substantial value for our stockholders. This business
combination, if consummated, will result in Yotta investors owning
an equity stake in a company that is environmentally conscience and
is focused on providing comprehensive solutions for customers. We
are thrilled to support DRIVEiT at an inflection point in its
development and to provide an avenue for DRIVEiT to expeditiously
meet its development milestones.”
Transaction Overview
Pursuant to the Merger Agreement, DRIVEiT will
merge with Yotta Merger Sub Inc., a Delaware corporation and a
wholly-owned subsidiary of Yotta (the “Merger”), with DRIVEiT
surviving and Yotta acquiring 100% of the equity securities of
DRIVEiT. In exchange for their equity securities, the stockholders
of DRIVEiT will receive an aggregate of 10,000,000 shares of common
stock of the combined company, which, at an implied value of $10.00
per share, would represent $100 million in equity.
All cash remaining on the combined company’s
balance sheet at the closing of the transaction, after the
settlement of transaction-related expenses, is expected to be
utilized by the combined company for working capital, growth, and
other general corporate purposes.
The transaction, which has been approved by the
boards of directors of Yotta and DRIVEiT, is subject to approval by
Yotta’s stockholders, DRIVEiT’s stockholders and other customary
closing conditions, including a registration statement on Form S-4
being declared effective by the U.S. Securities and Exchange
Commission. The proposed business combination is expected to be
completed in the first half of 2025.
Additional information about the proposed
transaction, including a copy of the Merger Agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Yotta with the U.S. Securities and Exchange Commission
(the “SEC”) and will be available at www.sec.gov.
Advisors
Celine & Partners PLLC is acting as legal
counsel to Yotta.
Loeb and Loeb LLP is acting as legal counsel to
DRIVEiT.
EarlyBirdCapital Inc. is acting as capital
market advisor in connection with the transaction.
About DRIVEiT Financial Auto Group,
Inc.
DRIVEiT is a pioneering company dedicated to
transforming the customer EV experience. DRIVEiT offers a
comprehensive ecosystem encompassing EV sales, financing, and
post-purchase services such as warranty, service, and parts.
DRIVEiT’s vision is to become the ultimate EV superstore, providing
unparalleled support throughout the entire customer journey.
About Yotta Acquisition
Corporation
Yotta Acquisition Corporation is a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. Yotta
is led by Hui Chen, Chief Executive Officer, and Robert Labbe,
Chief Financial Officer, who are growth-oriented executives with a
long track record of value creation across industries.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the proposed business
combination, Yotta will file a registration statement on Form S-4
containing a proxy statement/prospectus (the “Form S-4”) with the
SEC. The Form S-4 will include a proxy statement to be distributed
to holders of Yotta’s common stock in connection with the
solicitation of proxies for the vote by Yotta’s stockholders with
respect to the proposed transaction and other matters as described
in the Form S-4, in connection with the proposed business
combination. After the Form S-4 has been filed and declared
effective, Yotta will mail a definitive proxy statement, when
available, to its stockholders. Investors, security holders and
other interested parties are urged to read the Form S-4, any
amendments thereto and any other documents filed with the SEC
carefully and in their entirety when they become available because
they will contain important information about Yotta, DRIVEiT and
the proposed business combination. Additionally, Yotta will file
other relevant materials with the SEC in connection with the
business combination. Copies may be obtained free of charge at the
SEC’s web site at www.sec.gov. Securityholders of Yotta are urged
to read the Form S-4 and the other relevant materials when they
become available before making any voting decision with respect to
the proposed business combination because they will contain
important information about the business combination and the
parties to the business combination. The information contained on,
or that may be accessed through, the websites referenced in this
press release is not incorporated by reference into, and is not a
part of, this press release.
Participants in the
Solicitation
Yotta and DRIVEiT and certain of their
respective directors, executive officers, and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitations of proxies from Yotta’s
shareholders in connection with the proposed transaction. A list of
the names of those directors and executive officers and a
description of their interests in DRIVEiT will be included in the
Form S-4 for the proposed business combination and be available at
www.sec.gov. Additional information regarding the interests of such
participants will be contained in the proxy statement/prospectus
for the proposed business combination when available. Information
about Yotta’s directors and executive officers and their ownership
of Yotta’s securities is set forth in Yotta’s filings with the SEC,
including Yotta’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, which was filed with the SEC on
April 15, 2024. To the extent that holdings of Yotta’s
securities have changed since the amounts printed in Yotta’s Annual
Report, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests will be included in the proxy
statement/prospectus when it becomes available. Shareholders,
potential investors, and other interested persons in respect of
Yotta and DRIVEiT should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
Forward-Looking Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as “target,” “believe,” “expect,” “will,” “shall,”
“may,” “anticipate,” “estimate,” “would,” “positioned,” “future,”
“forecast,” “intend,” “plan,” “project,” “outlook” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Examples
of forward-looking statements include, among others, statements
made in this press release regarding: the proposed transactions
contemplated by the Merger Agreement, including the benefits of the
proposed business combination, integration plans, expected
synergies and revenue opportunities; anticipated future financial
and operating performance and results, including estimates for
growth, the expected management and governance of the combined
company, continued expansion of product portfolios and the
availability or effectiveness of the technology for such products;
the regenerative aesthetics sector’s continued growth and the
continued demand of physicians and consumers driving such growth;
and the expected timing of the proposed business combination.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
Yotta’s and DRIVEiT’s current beliefs, expectations and
assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Actual results and outcomes may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the Merger
Agreement; (2) the institution or outcome of any legal proceedings
that may be instituted against Yotta and/or DRIVEiT following the
announcement of the Merger Agreement and the transactions
contemplated therein; (3) the inability of the parties to complete
the proposed business combination, including due to failure to
obtain approval of the stockholders of Yotta or DRIVEiT, certain
regulatory approvals, or satisfy other conditions to closing in the
Merger Agreement; (4) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the Merger
Agreement or could otherwise cause the transaction to fail to
close; (5) the failure to meet the minimum cash requirements of the
Merger Agreement due to Yotta stockholder redemptions and the
failure to obtain replacement financing; (6) the inability of
DRIVEiT to complete a concurrent PIPE; (7) the inability to obtain
or maintain the listing of Yotta’s shares of common stock on NASDAQ
following the proposed business combination; (8) the risk that the
proposed business combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed
business combination; (9) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition and the ability of
DRIVEiT to grow and manage growth profitably and retain its key
employees; (10) costs related to the proposed business combination;
(11) changes in applicable laws or regulations; (12) the
possibility that DRIVEiT may be adversely affected by other
economic, business, and/or competitive factors; (13) the amount of
redemption requests made by Yotta’s stockholders; and (14) other
risks and uncertainties indicated from time to time in the final
prospectus of Yotta for its initial public offering dated
April 21, 2022 filed with the SEC and the Form S-4 relating to
the proposed business combination, when available, including those
under “Risk Factors” therein, and in Yotta’s other filings with the
SEC. Yotta and DRIVEiT caution that the foregoing list of factors
is not exclusive. Yotta and DRIVEiT caution readers not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Yotta and DRIVEiT do not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in their expectations or any change in events,
conditions, or circumstances on which any such statement is based,
whether as a result of new information, future events, or
otherwise, except as may be required by applicable law. Neither
Yotta nor DRIVEiT gives any assurance that the combined company
will achieve its expectations.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed business combination.
This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, or an exemption
therefrom.
For investor and media inquiries, please
contact:
For Yotta:Hui ChenChief Executive OfficerYotta
Acquisition Corporationhchen@yottaac.com
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