YOTARetail-Auto Dealers & Gasoline StationsIFRS · EUR

Yotta Acquisition Corp

Yotta Acquisition Corp is a U.S.-based special purpose acquisition company formed to complete a merger, business combination, or similar transaction with an operating business. Its structure is that of a public shell company with no standalone operating business, created to identify and combine with a private target.

Operating profit (EBIT)-0.7m EUR
+54.4 %y/y
Net income0.1m EUR
−90.3 %y/y

Fiscal year 2024 · change from previous year

Development 2022–2024

-2.0-1.5-1.0-0.50.0m EUR2022: EBIT -1.2 m EUR20222023: EBIT -1.5 m EUR20232024: EBIT -0.70 m EUR2024-0.70
RevenueOperating profit (EBIT)

Business

Share of revenue
SPAC / acquisition vehicle100 %

Public shell company used to merge with a private operating business.

Customers

Yotta does not sell products or services to end customers in the traditional sense. Its counterparties are private operating companies, their security holders, and financing partners involved in a business combination process. The company’s value proposition is access to a public listing and transaction structure rather than operating revenue.

Target operating company

A private business that merges into Yotta to become a public company.

Target security holders

Shareholders and other holders who receive merger consideration in the transaction.

PIPE investors

Institutional or strategic investors that may provide capital alongside the merger.

Transaction advisors and underwriters

Parties that support the IPO, target search, and closing process.

Strategy

Yotta’s strategy is to complete a business combination and transition from a blank-check company into an operating public company. The disclosed merger with DRIVEiT Financial Auto Group, Inc. is the core strategic path, supported by stockholder approvals, registration filings, and financing arrangements needed to close the transaction.

Close the business combinationShort term

The company’s purpose is to consummate a merger and become an operating business.

Complete transaction financing and documentationShort term

The merger requires capital commitments and securities documentation to close and list the combined company.

Preserve exchange listing eligibilityShort term

Maintaining a Nasdaq listing is important for transaction execution and post-closing market access.

Geography

Yotta is organized in the United States and its activities are centered on U.S. capital markets and U.S. corporate law. The disclosed merger target, DRIVEiT Financial Auto Group, Inc., is also a Maryland corporation, so the business combination is domestically structured. Geography matters mainly through listing venue, legal jurisdiction, and the operating footprint of the eventual combined company.

Risks

Yotta faces transaction-execution risk because its business depends on completing a merger rather than generating operating cash flow. It also faces listing, dilution, and financing risks common to SPAC structures, along with legal and approval risk tied to stockholder votes, exchange requirements, and closing conditions.

Sorted by severity
Business combination may not closeCritical

The company has no operating business until the merger is completed, so failure to close would leave it without a core business model.

ExposureMerger with DRIVEiT Financial Auto GroupInc
Nasdaq delisting or continued listing noncomplianceHigh

The company must satisfy exchange standards to maintain market access and support the transaction process.

Exposure: Nasdaq listing requirements

Dilution from sponsor shares, warrants, and PIPE securitiesHigh

SPAC structures often issue founder shares, warrants, and preferred securities that can dilute public shareholders.

ExposureCommon stockWarrantsPreferred stock
Dependence on financing and investor conditionsMedium

Closing depends on capital commitments and contractual conditions that may change or be waived.

Exposure: PIPE SPA and related financing agreements

Accounting

Judgemental items
Common stock subject to possible redemption

Redemption features affect equity classification, balance sheet presentation, and per-share calculations.

Impact: Can materially change reported shareholders' equity and EPS

Warrants and contingent dilution

Warrants sold in the IPO and private placement may affect diluted EPS only when exercisable and probable.

Impact: Affects diluted share count and per-share metrics

Deferred underwriting fees

A portion of underwriting compensation is payable only if a business combination closes.

Impact: Impacts transaction costs and cash available at closing

Interest income on marketable securities

With no operating business, interest earned on trust assets is a key source of non-operating income.

Impact: Drives reported results before the merger closes

Publicly listed companies with a comparable business focus.

Last updated: 29/04/2026