Qi Gong
About Qi Gong
Qi Gong is an independent director of Yotta Acquisition Corporation (YOTA) serving since April 26, 2024; she was appointed Chairperson of the Audit Committee on April 29, 2025 following the death of Brandon Miller . She holds a B.S. in Mechanical Engineering from Hefei University of Technology (July 1984) and has founded multiple businesses in consulting, IT, health marketing, and wealth management in the U.S. and China . She also serves on the board of Quetta Acquisition Corporation (Nasdaq: QUTA) since April 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Wall Street Listed Group Inc. | Founder & CEO | Since Mar 2024 | Consulting firm; leadership and governance experience |
| American Information Technology Inc. | Founder & CEO | Since Sep 2022 | IT consulting; operational leadership |
| U.S. China Health Products Inc. | Founder & CEO | Since Dec 2021 | Marketing consulting; cross-border market experience |
| U.S.-China Service Inc. | Founder & CEO | Since Jul 2018 | Wealth management consulting; financial services exposure |
| Hefei University of Technology | B.S., Mechanical Engineering | Jul 1984 | Technical foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quetta Acquisition Corporation (Nasdaq: QUTA) | Director | Since Apr 2024 | Public company SPAC director; committee roles not disclosed |
Board Governance
- Committee assignments: Audit Committee member (independent) through 2024; appointed Audit Committee Chair on Apr 29, 2025; Nominating Committee Chair; Compensation Committee member (Comp Committee Chair is Daniel M. McCabe) .
- Independence: Board determined Qi Gong is independent under Nasdaq listing rules; independent directors hold regular executive sessions .
- Board meetings/attendance: In FY 2023, the Board held four meetings and no director attended fewer than 75% of meetings; this predates Gong’s tenure (joined Apr 2024) .
- Governance controls: Related-party transactions must be approved by the Audit Committee and a majority of disinterested independent directors; business combination requires approval by a majority of independent directors .
| Committee | Role | Status/Date | Notes |
|---|---|---|---|
| Audit | Member → Chair | Member: 2024; Chair: Apr 29, 2025 | Brandon Miller previously Chair and audit committee financial expert; Gong appointed Chair after Miller’s death |
| Nominating | Chair | 2024–present | Oversees director selection; follows charter guidelines |
| Compensation | Member | 2024–present | Reviews executive pay policies; McCabe is Chair |
Fixed Compensation
YOTA discloses no director cash compensation prior to the completion of an initial business combination; directors may be reimbursed for out-of-pocket expenses and such payments are reviewed quarterly by the Audit Committee .
| Component | Amount |
|---|---|
| Annual cash retainer | $0 |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Reimbursement of out-of-pocket expenses | Permitted; audited quarterly |
Performance Compensation
YOTA discloses no equity or performance-based compensation for directors prior to consummation of a business combination; post-combination, the combined company expects to develop competitive director compensation programs (not yet implemented as of the latest filings) .
| Equity/Performance Element | Status |
|---|---|
| RSUs/PSUs (annual grants) | None prior to business combination |
| Stock options (strike, vesting, expiry) | None prior to business combination |
| Performance metrics tied to comp (revenue, EBITDA, TSR, ESG) | Not applicable; none disclosed |
| Clawback provisions on director equity | Not disclosed |
| Change-of-control terms for directors | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Notes |
|---|---|---|---|
| Quetta Acquisition Corporation (Nasdaq: QUTA) | Director | Not disclosed | Additional SPAC board seat; potential time-allocation overlap |
Expertise & Qualifications
- Mechanical engineering degree; technical literacy helpful for audit risk oversight in tech/IT contexts .
- Founder/CEO of multiple consulting and IT firms; experience in cross-border operations and services .
- Governance experience as Nominating Committee Chair and later Audit Committee Chair .
Equity Ownership
Sponsor and insider ownership disclosures list founder shares by officer/director; Qi Gong is shown with “—” (no founder shares). Sponsor controls the vast majority of voting power through founder shares; individual public share ownership by Gong is not disclosed .
| Holder | Founder Shares | Notes |
|---|---|---|
| Qi Gong | — | No founder shares allocated; public share ownership not disclosed |
| Sponsor (Yotta Investment LLC) | 2,874,999 | Represents 99.42% of voting power at the time of S-4/A; controlled by Mrs. Chen, spouse of CEO Hui Chen |
Governance Assessment
- Positive signals: Independent status affirmed; independent director executive sessions; related-party transactions require Audit Committee and disinterested independent approval; business combinations require majority of independent directors—strengthening governance safeguards in a SPAC context .
- Committee effectiveness: Gong’s elevation to Audit Committee Chair after Miller’s death maintains committee continuity; however, filings name Miller as the audit committee financial expert, and they do not disclose whether Gong meets “financial expert” criteria post-appointment—monitor qualification and external audit oversight continuity .
- Compensation alignment: No director pay prior to business combination reduces cash-conflict risk; reimbursement oversight via Audit Committee adds control, but absence of pay disclosures post-combination leaves future alignment unknown .
- Interlocks/time allocation: Concurrent public SPAC directorship (QUTA) can constrain bandwidth and create timing conflicts in deal evaluation and governance; ensure clear recusal policies where opportunities overlap .
- Control risk RED FLAGS: Sponsor’s 99.42% voting power is a material governance risk—heightened potential for sponsor influence over outcomes; continued strict audit committee review of related-party transactions is critical .
- Related-party monitoring: Sponsor controlled by CEO’s spouse, and audit committee pre-approves related-party transactions; no Qi-specific Item 404 related-party interest disclosed, but ongoing oversight remains essential in SPAC deal processes .