What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-09-10 compared with 2025-08-21 · 87 added, 82 removed, 237 unchanged (42% of the section changed)

92 unchanged sentences

assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7m and $100,000 in cash.

The Company believes that

it continued to function as a going concern until the date of the approved sale.

Subsequent to that date, the Company plans to present

its financial statements using the liquidation basis of accounting as liquidation was considered imminent.

As such, in accordance with

ASC 205-30, Liquidation Basis of Accounting , the Company will present a Consolidated statement of net assets (liabilities) in

liquidation and Consolidated statement of changes in net assets (liabilities) in liquidation as of the approximate date that the liquidation

became imminent.

For purposes of reporting under the liquidation basis of accounting the Company plans to measure its assets at the amount

used to settle its liabilities (based on the proposed credit bid).

The motion to sell was approved

by the court on March 30, 2025.

The Company believes that it continued to function as a going concern until the date of the approved

Subsequent to that date, the Company plans to present its financial statements using the liquidation basis of accounting as liquidation

was considered imminent.

As such, in accordance with ASC 205-30, Liquidation Basis of Accounting , the Company will present a Consolidated

statement of net assets (liabilities) in liquidation and Consolidated statement of changes in net assets (liabilities).

of reporting under the liquidation basis of accounting the Company plans to measure its assets at the amount used to settle its liabilities

(based on the proposed credit bid).

and Capital Resources

of September 30, 2024, we had cash on hand of approximately $43,330 and working capital deficiency of $39,312,635, as compared to cash

on hand of approximately $116,000 and a working capital deficiency of approximately $38,147,000 as of March 31, 2024.

of December 31, 2024, we had cash on hand of approximately $20,981 and a working capital deficiency of $40,860,138.

While we continued

to function as a going concern during the interim period ended September 30, 2024, the Company plans to liquidate its assets in order

to function as a going concern during the interim period ended December 31, 2024, the Company plans to liquidate its assets in order

to settle its outstanding debts.

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order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders.

The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s

The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction

to address issues raised in the Motion.

The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over

NaturalShrimp’s assets.

The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary

injunction to address issues raised in the Motion.

November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment

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Under the Amended Receivership Order, the Receiver is the receiver over the Receivership Entities’ assets.

11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to Streeterville

Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens,

Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case.

The Sale Motion seeks the Utah State

Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free and clear of all liens,

interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities, NaturalShrimp Farms, Inc.

(“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”), an Iowa limited liability

company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser, the “Purchasers”),

a Texas limited liability company, for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000

cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”) between Trustee and

The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred to the lenders on

May 14, 2025.

As part of the sale, the Company transferred its ownership rights to its fixed assets, patents and license agreements (total

balance of $25.5 million as of September 30, 2024) in exchange for the extinguishment of its outstanding debt to Streeterville and Buckstown

Capital ($30.8 million as of September 30, 2024).

following table summarizes our cash flows for the six months ended September 30, 2024 and 2023:

months Ended September 30,

February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to

Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and

Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case.

The Sale Motion

seeks the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free

and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities,

NaturalShrimp Farms, Inc.

(“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”),

an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser,

the “Purchasers”), a Texas limited liability company, for a roughly $35,703,789.87 credit bid (based on a secured and administrative

claim basis) and $100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”)

between Trustee and Purchasers.

The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred

to the lenders on May 14, 2025.

As part of the sale, the Company transferred its ownership rights to its fixed assets, patents and license

agreements (total balance of $24.7 million as of December 31, 2024) in exchange for the extinguishment of its outstanding debt to Streeterville

and Buckstown Capital ($31.2 million as of December 31, 2024).

following table summarizes our cash flows for the nine months ended December 30, 2024 and 2023:

Nine months Ended December 31,

Net cash used in operating activities

2 unchanged sentences

Net cash provided by (used in) investing activities

Net cash provided by financing

Net cash provided by financing activities

Net change in cash

cash used in operating activities during the six months ended September 30, 2024, was a decrease of approximately $644,000 as compared

cash used in operating activities during the nine months ended December 31, 2024, was a decrease of approximately $745,000 as compared

to the same period in 2023.

2 unchanged sentences

notes and ii) the prior period write-off of deferred offering costs.

net cash provided by investing activities in the six months ended September 30, 2024 increased by $107,512 compared to net cash used

by investing activities for the same period in the prior fiscal year.

The increase was in the current period was due primarily to cash

of $117,712 that was received for the sale of machinery and equipment.

net cash provided by financing activities decreased by $654,014 between periods.

For the current period, the Company received approximately

$653,719 for the sale of shares of common shares and $300,000 for the sale of the new Series G Preferred Shares.

In the same period in

the prior year the Company received $1,755,000 for the sale of shares of common stock.

net cash provided by investing activities in the nine months ended December 31, 2024 increased by approximately $109,000 compared to

net cash used by investing activities for the same period in the prior fiscal year.

The increase was in the current period was due primarily

to cash of $117,712 that was received for the sale of machinery and equipment.

net cash provided by financing activities decreased by approximately $785,000 between periods.

For the current period, the Company received

approximately $1.1 million for the sale of common and preferred shares and $840,000 for the issuance of debt.

In the same period in the

prior year the Company received $2.6 million for the sale of shares and approximately $100,000 from the net issuance of debt.

of Operations

of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

had gross sales revenue of $70,373 and $58,010, respectively, during the three months ended September 30, 2024 and 2023, an increase

of approximately $12,000 or 12%.

increase in gross sales revenue during the three months ended September 30, 2024 over the same period in the prior year was a result

of slightly higher shrimp sales during the period.

of the Three Months Ended December 31, 2024 to the Three Months Ended December 31, 2023

had gross sales revenue of $56,501 and $101,302, respectively, during the three months ended December 31, 2024 and 2023, a decrease of

approximately $45,000.

decrease in gross sales revenue during the three months ended December 31, 2024 over the same period in the prior year was a result of

the Company beginning to wind down the business.

of sales includes direct costs related to the production and sale of our products, primarily the cost of the post-larva shrimp that we

1 unchanged sentence

Cost of sales were

$50,758 and $51,000, respectively, during the three months ended September 30, 2024 and 2023.

expenses for the three months ended September 30, 2024 were $1,172,405, which is a 65.2% decrease over operating expenses of $3,365,779

for the same period in 2023.

The overall change in expenses is primarily due to a $1.3 million writeoff of deferred offering costs in

the prior period (related to the merger termination) that did not recur during the current period.

$32,221 and $23,353, respectively, during the three months ended December 31, 2024 and 2023.

expenses for the three months ended December 31, 2024 were $2,050,194, which is an approximately $300,000 decrease over operating expenses

of $2,351,293 for the same period in 2023.

The overall change in expenses is primarily due to a decrease in professional services during

the period stemming from a reduction in accounting and legal expenses.

Income (Expense)

following table summarizes the various components of our other income (expense) for the three months ended September 30, 2024 and 2023:

Months Ended September

following table summarizes the various components of our other income (expense) for the three months ended December 31, 2024 and 2023:

Three Months Ended December 31,

Interest expense

2 unchanged sentences

Change in fair value of restructured notes

Gain on sale of machinery

and equipment

Income (expense) for the three months ended September 30, 2024 decreased by $671,369 as compared to the same period in the prior year.

The decrease was primarily due to the change in fair value of the restructured notes and the change in fair value of the warrant liability.

of the Six Months Ended September 30, 2024 to the Six Months Ended September 30, 2023

Company had gross sales revenue of $106,991 and $263,882, respectively, during the six months ended September 30, 2024 and 2023, a decrease

of approximately $157,000, or 60%.

The decrease in gross sales revenue during the six months ended September 30, 2024 over the same period

in the prior year was a result of the $150,000 of revenue recognized in the prior period stemming from the rental of NSI Technologies

that did not recur during the current period.

of sales decreased by approximately $15,000 during the six months ended September 30, 2024 as compared to the same period in the prior

The decrease primarily relates to the $15,000 in costs of sales incurred related to the rental of NSI technologies in the prior

period that did not recur in the current period.

expenses for the six months ended September 30, 2024 decreased by $2,586,964, or 63.5%, compared to the same period in 2023, primarily

due to a decrease in professional fees stemming from the $1.3 million write-off of deferred offering costs as a result of the termination

of the Merger Agreement.

In addition, the decrease was also due to a decrease in facility operation of approximately $230,000 and salaries

of approximately $180,000 as compared to the same period in the prior year.

Extension Fee

Gain on termination of lease

Gain on sale of machinery and equipment

$ (3,128,720 )

Income (expense) for the three months ended December 31, 2024 decreased by approximately $2,784,000 as compared to the same period in

the prior year.

The decrease was primarily due to the change in fair value of the restructured notes and the change in fair value of

the warrant liability.

of the Nine Months Ended December 31, 2024 to the Nine Months Ended December 31, 2023

Company had gross sales revenue of $163,492 and $365,184, respectively, during the nine months ended December 31, 2024 and 2023, a decrease

of approximately $202,000.

The decrease in gross sales revenue during the nine months ended December 31, 2024 over the same period in

the prior year was a result of the $150,000 of revenue recognized in the prior period stemming from the rental of NSI Technologies that

did not recur during the current period.

of sales decreased by approximately $6,000 during the nine months ended December 31, 2024 as compared to the same period in the prior

The decrease in cost of sales was not material.

expenses for the nine months ended December 31, 2024 decreased by $2,888,063 compared to the same period in 2023, primarily due to a

decrease in professional fees of $2.8 million stemming primarily from the $1.3 million write-off of deferred offering costs as a result

of the termination of the Merger Agreement.

In addition, the decrease was also due to a decrease in facility operation of approximately

$267,000 and salaries of approximately $285,000 as compared to the same period in the prior year.

income (expense)

following table summarizes the various components of our Other income(expense) for each of the six months ended September 30, 2024 and

September 30, 2023:

Months Ended September

following table summarizes the various components of our Other income(expense) for each of the Nine months ended December 31, 2024 and

December 31, 2023:

Nine Months Ended December 31,

Interest expense

3 unchanged sentences

Extension Fee

Gain on sale of machinery

and equipment

Gain on termination of lease

Gain on sale of machinery and equipment

Total other income (expense)

Income (expense) for the six months ended September 30, 2024, decreased $1,414,831 as compared to the same period in the prior year.

$ (2,412,034 )

Income (expense) for the nine months ended December 31, 2024, decreased $1,369,079 as compared to the same period in the prior year.

The decrease was due to primarily to the change in fair value of the restructured notes and warrant liability.

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recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for the quarter

ended September 30, 2024.

ended December 31, 2024.

Issued Accounting Standards

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2024, which had no impact on its consolidated financial statements and related disclosures.

the period ending September 30, 2024, there were a few new accounting pronouncements issued by the Financial Accounting Standards Board.

the period ending December 31, 2024, there were a few new accounting pronouncements issued by the Financial Accounting Standards Board.

Each of these pronouncements, as applicable, has been or will be adopted by the Company.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis