Hui Chen

About Hui Chen

Hui Chen is Chief Executive Officer and Director of Yotta Acquisition Corporation (YOTA), serving since December 2021; he is 52 years old as of the 2024 proxy record date, with a background spanning computer science and law, including founding a law firm and adjunct teaching roles . As a SPAC, YOTA reports no operating revenue or EBITDA and disclosed that no executive officer has received cash compensation, so traditional pay-for-performance metrics (revenue/EBITDA growth, TSR-linked pay) are not applicable at this stage . Chen beneficially controls YOTA through Yotta Investment LLC (controlled by Ms. Chen, his spouse), holding 84.4% of common stock as of September 22, 2025 (3,107,700 shares), which underscores control and alignment but also heightens related-party and independence considerations .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity Ownership & Alignment

• Founder share economics: Sponsor and officers paid an aggregate $25,000 (~$0.0087/share) for 2,874,999 Founder Shares; at a $10 reference valuation, these could be worth $28,749,990, implying substantial upside even if post-combination public investors experience losses . Lock-up: 50% of Founder Shares restricted until the earlier of six months post-business combination or achieving $12.50 share price for 20 of 30 trading days; remaining 50% restricted for six months post-combination (subject to earlier liquidity events) .
• Forfeiture adjustment: Sponsor agreed to surrender any shares in excess of 5% of Yotta’s outstanding common stock at closing per Forfeiture Agreement, potentially mitigating some dilution .

Pledging/Hedging/Ownership guidelines:

• No pledging or hedging policy, ownership guidelines, or compliance status disclosed in the cited proxies .

Board Governance (Service History, Committees, Independence)

• Board service: Chen has served as CEO and Director since December 2021; he is not listed as independent (independent directors named are Brandon Miller, Daniel M. McCabe, and Qi Gong in 2024) .
• Committee structure and updates:
  • As of July 24, 2024: Audit Committee (Miller – Chair; McCabe; Gong), Nominating (Gong – Chair; Miller; McCabe), Compensation (McCabe – Chair; Miller; Gong); all members independent .
  • April 29, 2025 changes: Brandon Miller passed away; Qi Gong appointed Audit Chair; Ping Zhang appointed as an independent director and member of Audit, Compensation, and Nominating Committees .
• Attendance: In FY 2023, the Board held 4 meetings; no director attended fewer than 75% of meetings/committees served .
• Dual-role implications: Chen is CEO and a Director; independence considerations arise given sponsor control by his spouse (Ms. Chen) and resulting 80%+ voting control, potentially concentrating influence over key governance decisions .

Director Compensation

Employment Terms

• Employment agreements: No executive employment contracts, severance arrangements, or change-of-control terms were disclosed in the cited proxy and 8-K filings; the SPAC stated no executive cash compensation to date .
• Clawbacks, non-compete, non-solicit, garden leave, post-termination consulting: Not disclosed in the cited materials .

Compensation Structure Analysis

• No executive or director pay prior to business combination; all officers/directors compensated only via potential sponsor economics (Founder Shares/Private Placement Units), aligning upside to completion of a deal but creating risk of misalignment with public holders if deal quality is weak .
• Lock-up and $12.50 share-price release condition may delay near-term insider selling, but founder economics can be highly favorable even at depressed post-combination prices, an overhang risk for public shareholders .

Related Party Transactions and Potential Conflicts

• Sponsor loans/notes: Unsecured promissory notes totaling $825,000 (Jan 20 and Feb 5, 2023), plus four notes of $120,000 each (Apr–Jul 2023) for $480,000 related to extension payments; approximately $250,000 deposited into trust for monthly extensions since Aug 2024; these notes are non-interest bearing, payable upon business combination, and reduce post-combination cash .
• Extension/Trust amendments: 2025 proxy removed fixed monthly deposit requirements, extending the timeline to April 22, 2027 without additional trust deposits, potentially reducing redemption value accretion for non-redeeming public holders; Sponsor can contribute up to $7,500/month as interest-free loans for extensions .
• Share purchases around redemptions: Sponsor and affiliates may purchase public shares (at or below redemption price) and agree not to vote them for extension proposals, potentially reducing float and altering redemption dynamics; company to disclose such purchases via 8-K .

Performance & Track Record

• Operating metrics: As a SPAC, YOTA has no operating revenues/EBITDA; trust account data and extension history disclosed instead .
• Extensions/trust status: Trust held ~$8.15 million as of July 18, 2024 (est. redemption ~$11.22/share); ~$5.7 million as of Aug 31, 2025 (est. redemption ~$12.27/share); stock closed $11.08 on 7/18/24 and $11.52 on 9/22/25 on OTC, indicating limited trading liquidity .
• Governance actions: Multiple extensions approved (to Oct 22, 2025 and later to Apr 22, 2027), with Chen signing related proxies and trust amendments .

Risk Indicators & Red Flags

• Concentrated control: 80%+ beneficial ownership via sponsor controlled by Chen’s spouse raises independence and related-party concerns .
• Sponsor economics: Low-cost founder shares/PPUs and lockup dynamics can incentivize deal completion over deal quality; potential for public-holder dilution and misalignment .
• Regulatory risks: Potential CFIUS review risk for U.S. targets and possibility of being deemed an “investment company,” which could force liquidation; IRA 1% excise tax may apply to redemptions (not payable from trust) .
• Float/liquidity: Sponsor’s ability to purchase public shares near redemption price may reduce public float and complicate listing/trading dynamics .

Compensation & Incentive Mechanics (Vesting and Selling Pressure)

• Founder share release: 50% subject to $12.50/share price condition (20/30 trading days) or six months post-combination; remaining 50% restricted for six months post-combination; PPUs have no redemption rights and expire if no combination .
• Selling pressure: If price conditions are achieved post-combination, release of founder shares can add supply to market; note that sponsor may still be economically positive even if public investors are not, intensifying exit incentives .

Compensation Committee & Governance Process

• Compensation Committee (independent-only): Reviews and approves CEO/CFO goals/comp, but SPAC policy states no pay prior to a business combination; Committee chaired by Daniel M. McCabe as of 2024 . Independent directors confirmed per Nasdaq standards .
• Use of consultants/peer groups: Not disclosed; no peer group or say-on-pay results disclosed in SPAC stage .

Employment Terms

Investment Implications

• Alignment vs control: Chen’s effective control through the sponsor (84.4% stake as of 9/22/25) tightly aligns him with completion of a transaction but heightens governance and independence risks; public holders must underwrite sponsor economics and potential dilution .
• Liquidity and redemption dynamics: Sponsor share purchases and extension amendments can reduce public float and alter redemption outcomes; trust balances declined with redemptions over time (from ~$8.15M to ~$5.7M), suggesting limited cash for a merger absent PIPE/financing .
• Incentive fragility: Absence of cash comp pre-deal combined with highly levered founder-share optionality can bias toward deal certainty over quality; lock-up release at $12.50 introduces potential selling pressure post-close .
• Regulatory overhang: CFIUS/investment-company risks and excise tax considerations could delay or impair a deal or change its economics, a material factor for timing and structure .