Ping Zhang
About Ping Zhang
Ping Zhang was appointed to Yotta Acquisition Corporation’s board on April 29, 2025, as an independent director; he was concurrently named to the Audit, Compensation, and Nominating Committees (not as chair) after the death of Audit Chair Brandon Miller . The Board determined he meets Nasdaq’s “independent director” standards; external experience includes director at Quartzsea Acquisition Corporation (Nasdaq: QSEA) since November 2024 and General Manager of Green Leaf Air Freight Inc. since November 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green Leaf Air Freight Inc. | General Manager | Nov 2020 – Present | Leads investment and air freight operations |
| Shanghai Tongli Advertising Co., Ltd. | Founder & General Manager | Feb 2006 – Nov 2020 | Built and ran advertising business |
| Hunan Silver Fox Advertising Company | Founder & General Manager | Not disclosed | Founded and managed advertising firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quartzsea Acquisition Corporation (QSEA) | Director | Since Nov 2024 | Committee roles not disclosed |
Board Governance
- Committee assignments: Member, Audit; Member, Compensation; Member, Nominating (appointed April 29, 2025) .
- Committee chair roles: Audit Chair transitioned to Qi Gong on April 29, 2025; Zhang is not a chair .
- Independence: Board determined Zhang satisfies Nasdaq independent director standards .
- Tenure: Service began April 29, 2025 .
- Attendance context: The Board held 4 meetings in FY2023; no director attended fewer than 75% of Board/committee meetings that year (pre-dates Zhang’s appointment) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Company discloses no compensation of any kind to directors prior to consummation of a business combination |
| Committee membership fees | $0 | No fees pre-business combination |
| Committee chair fees | $0 | No fees pre-business combination |
| Meeting fees | $0 | No fees pre-business combination |
| Equity grants (RSUs/Options/DSUs) | $0 | No equity awards pre-business combination |
| Expense reimbursement | Unlimited, out-of-pocket | Reimbursement permitted with Board/Audit Committee oversight |
Performance Compensation
| Metric/Instrument | Target/Structure | Actual | Notes |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None | None | No director compensation before business combination |
| Option awards | None | None | No director compensation before business combination |
| Performance metrics (TSR/EBITDA/etc.) | Not applicable | Not applicable | No incentive framework disclosed pre-business combination |
| Clawbacks / Change-of-control terms | Not disclosed | Not disclosed | No director pay structure disclosed to attach such terms |
Other Directorships & Interlocks
| Company | Person | Role/Connection | Since | Potential Interlock/Conflict Signal |
|---|---|---|---|---|
| Quartzsea Acquisition Corporation (QSEA) | Ping Zhang | Director | Nov 2024 | Concurrent SPAC board may add time demands; no related-party ties disclosed |
| Quetta Acquisition Corporation (QETA) | Hui Chen (YOTA CEO) | CEO since May 2023; Director since Oct 2023 | 2023 | Cross-SPAC involvement by YOTA CEO indicates broader sponsor network; oversight of conflicts is critical |
| Yotta Investment LLC (Sponsor) | Controlled by Ms. Chen (spouse of YOTA CEO) | Sponsor control of founder/private placement shares | Ongoing | Spousal control of sponsor is a governance red flag due to potential conflicts with public holders |
Expertise & Qualifications
- General management and operations: Air freight/investment management leadership since 2020 .
- Entrepreneurship and commercial leadership: Founded and led multiple advertising companies from 2006–2020 and earlier .
- Board experience: Public company director at QSEA since 2024 .
Equity Ownership
- Beneficial ownership for Ping Zhang was not presented in YOTA’s security ownership tables as of the 2024 and 2025 proxy record dates (July 18, 2024; September 22, 2025), which pre-date his April 2025 appointment .
- 2024 table shows sponsor and other directors’ holdings but does not list Zhang; 2025 extension proxy lists officers/directors as of the record date without Zhang; current individual holdings for Zhang are not disclosed in these filings .
Governance Assessment
- Strengths: Independent status; immediate placement across Audit, Compensation, and Nominating Committees supports board coverage and oversight; Audit Committee is responsible for reviewing related-party transactions and compliance .
- Risks/RED FLAGS:
- Sponsor control: Yotta Investment LLC is controlled by Ms. Chen, spouse of CEO Hui Chen; founders/private placement holdings create strong sponsor influence and potential conflicts with public investors .
- Sponsor economics: Founder shares purchased at ~$0.0087 per share could yield positive returns even if public shareholders experience losses post-business combination, misaligning incentives .
- Extension mechanics and trust account: Board/Sponsor pursued extensions into 2026–2027 with limited or capped monthly contributions to the trust account, reducing redemption value accretion and potentially weakening investor protections .
- Independence and conflicts: 8-K states Zhang has no family relationships with executives/directors and no material related-party transactions under Item 404(a), which supports independence and reduces direct conflict risk .
Implications: Zhang’s broad committee coverage and independent status are positives, but the overall sponsor dominance and spousal control over the sponsor elevate governance risk. Continued scrutiny of related-party transactions, redemption terms, and sponsor-driven extensions will be crucial to investor confidence .