Liquidation, asset sale and Hydrenesis deal reshape NaturalShrimp (SHMP)

Rhea-AI Filing Summary

NaturalShrimp Incorporated is reporting under a liquidation basis after a court-supervised receivership and asset sale. The company transferred substantially all revenue-generating fixed and intangible assets to Streeterville Capital and Bucktown Capital in May 2025 in exchange for extinguishing about $36,021,019 of notes and credit lines, tied to an asset value of approximately $35,703,789.87 plus $100,000 in cash.

As of December 31, 2025, NaturalShrimp showed cash of $12,239 and net liabilities in liquidation of $8,913,505, with roughly $3.0 million of these liabilities owed to related parties. The company notes limited liquidity and is working with remaining creditors on how to settle outstanding balances.

For context, on a going concern basis for the nine months ended December 31, 2024, NaturalShrimp generated sales of $163,492 and recorded a net loss of $6,285,201, or $6,648,262 available to common shareholders, reflecting a loss per share of $0.01 on 1,120,423,669 weighted average shares.

In March 2026, NaturalShrimp entered into an Intellectual Property Acquisition and Management Transition Agreement with Hydrenesis, Inc. that contemplates shifting its focus toward commercialization of aquaculture and water treatment technologies, converting approximately $1,034,112 owed to Hydrenesis into equity and restructuring preferred securities, though this agreement had not been fully consummated as of the filing date.

Management discloses that disclosure controls and procedures were not effective as of December 31, 2025 due to ongoing material weaknesses in internal control over financial reporting, including inadequate segregation of duties, lack of an independent board and audit committee, limited risk assessment procedures, and insufficient documentation of critical policies.

Positive

• None.

Negative

• Liquidation and receivership status: The company is preparing financials under the liquidation basis of accounting after a court-appointed receiver sold substantially all revenue-generating assets, indicating that liquidation is viewed as imminent.
• Significant remaining deficit: Despite extinguishing about $36,021,019 of debt through the asset transfer, NaturalShrimp still reports net liabilities in liquidation of $8,913,505 as of December 31, 2025, with limited cash of $12,239.
• Historical losses and weak operations: For the nine months ended December 31, 2024, the company generated only $163,492 in sales and recorded a net loss of $6,285,201, or $6,648,262 available to common shareholders.
• Ongoing control weaknesses: Management concludes disclosure controls were not effective as of December 31, 2025 due to material weaknesses, including inadequate segregation of duties, lack of an independent board and audit committee, and limited documented procedures.

Insights

Distressed-equity and restructuring analyst

NaturalShrimp is in liquidation with assets sold and significant net deficits remaining.

NaturalShrimp’s core operating assets were sold out of receivership for a roughly $35,703,789.87 credit bid plus $100,000 in cash, extinguishing about $36,021,019 of secured debt. After this transaction, the company reports net liabilities in liquidation of $8,913,505 as of December 31, 2025, with limited cash of $12,239.

The shift to the liquidation basis under ASC 205-30 confirms that management views liquidation as imminent and that traditional going-concern metrics are no longer the primary lens. Historical results for the nine months ended December 31, 2024 show modest sales of $163,492 and a net loss of $6,285,201, underscoring that operations were not self-sustaining before the receivership.

A later agreement with Hydrenesis, entered in March 2026, outlines a potential transition toward aquaculture and water treatment technologies and conversion of about $1,034,112 of obligations into equity, along with new preferred stock designations. However, the filing states that this agreement was not fully consummated as of the report date, and the company still faces unresolved net liabilities, dependence on creditor negotiations, and disclosed material weaknesses in internal controls.

Key Figures

Net liabilities in liquidation: $8,913,505 Cash balance: $12,239 Debt extinguished via asset transfer: $36,021,019 +5 more

8 metrics

Net liabilities in liquidation $8,913,505 As of December 31, 2025

Cash balance $12,239 As of December 31, 2025 under liquidation basis

Debt extinguished via asset transfer $36,021,019 Extinguishment of notes payable and lines of credit in 2025

Asset sale credit bid $35,703,789.87 Approximate credit bid plus $100,000 cash for asset sale

Net loss $6,285,201 Nine months ended December 31, 2024, before preferred impacts

Sales $163,492 Nine months ended December 31, 2024 (going concern basis)

Hydrenesis obligation $1,034,112 Outstanding amount to be converted into equity at closing

Weighted average shares 1,120,423,669 shares For loss per share calculation, nine months ended December 31, 2024

Key Terms

liquidation basis of accounting, receivership, credit bid, ASC 205-30, +2 more

6 terms

liquidation basis of accounting financial

"As the Company’s liquidation became imminent as of March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting"

receivership financial

"filed a Verified Emergency Motion for Appointment of Receiver ... in the Receivership Case"

Receivership is a legal process where a court or lender appoints an independent manager (receiver) to take control of a troubled company's assets and operations to preserve value and repay creditors. For investors, it signals severe financial distress and a high risk that equity holders may lose value, while creditors may recover some funds; think of it as a neutral custodian stepping in to stabilize and sell parts of a business like a guardian selling belongings to pay debts.

credit bid financial

"for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash"

ASC 205-30 financial

"To comply with ASC 205-30, Liquidation Basis of Accounting, the Company has presented a condensed consolidated statement of net liabilities in liquidation"

material weaknesses financial

"our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

smaller reporting company financial

"As a smaller reporting company, we are not required to provide the information required by this Item"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is NaturalShrimp (SHMP) reporting in this quarterly filing?

NaturalShrimp reports under the liquidation basis of accounting after a receivership-led sale of substantially all operating assets. As of December 31, 2025, it shows $12,239 in cash and net liabilities in liquidation of $8,913,505, reflecting a distressed financial position.

How were NaturalShrimp’s assets sold and what debt was extinguished?

A court-appointed receiver sold substantially all assets to entities designated by Streeterville and Bucktown Capital for a roughly $35,703,789.87 credit bid plus $100,000 cash. This transaction extinguished about $36,021,019 of notes payable and credit lines tied to those creditors.

What are NaturalShrimp’s remaining liabilities and liquidity as of December 31, 2025?

NaturalShrimp reports net liabilities in liquidation of $8,913,505 and cash of $12,239 as of December 31, 2025. Management notes that about $3.0 million of these liabilities are to related parties and that the company is working with creditors on settlements.

What were NaturalShrimp’s operating results before liquidation for 2024?

For the nine months ended December 31, 2024, NaturalShrimp recorded sales of $163,492 and a net loss of $6,285,201. After accretion and dividends on preferred shares, net loss available to common shareholders was $6,648,262, or $0.01 per share on 1,120,423,669 shares.

What is the Hydrenesis agreement mentioned in NaturalShrimp’s filing?

In March 2026, NaturalShrimp entered an Intellectual Property Acquisition and Management Transition Agreement with Hydrenesis, Inc. It contemplates transitioning toward aquaculture and water treatment technologies, converting about $1,034,112 owed to Hydrenesis into equity, and restructuring preferred stock, though it was not fully consummated by the filing date.

Are NaturalShrimp’s internal controls over financial reporting effective?

Management concludes disclosure controls were not effective as of December 31, 2025, citing material weaknesses. These include inadequate segregation of duties, lack of an independent board and audit committee, limited risk assessment procedures, and insufficient documentation of key financial reporting policies and procedures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission file number: 000-54030

NATURALSHRIMP INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada		74-3262176
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

P.O. Box 1256 Dallas, Texas		75225
(Address of Principal Executive Offices)		(Zip Code)

(972) 951-8035

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 17, 2026, there were 1,277,546,746 shares of the registrant’s common stock outstanding.

NATURALSHRIMP INCORPORATED

FORM 10-Q

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		3
ITEM 1.	Financial Statements	3
	Condensed Consolidated Statements of Net Liabilities in Liquidation as of December 31, 2025 (unaudited) and March 31, 2025 (audited)	3
	Condensed Consolidated Statement of Changes of Net Liabilities in Liquidation for the nine months ended December 31, 2025 (unaudited)	4
	Condensed Consolidated Statement of Operations for the nine months ended December 31, 2024 (unaudited)	5
	Condensed Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended December 31, 2024 (unaudited)	6
	Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2024 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	12
ITEM 4.	Controls and Procedures	12
PART II. OTHER INFORMATION		13
ITEM 1.	Legal Proceedings	13
ITEM 1A.	Risk Factors	14
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
ITEM 3.	Defaults Upon Senior Securities	14
ITEM 4.	Mine Safety Disclosures	14
ITEM 5.	Other Information	14
ITEM 6.	Exhibits	14
SIGNATURES		15

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NATURALSHRIMP INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION

(Liquidation Basis)

		December 31, 2025				March 31, 2025
		As of
		December 31, 2025				March 31, 2025
		(Unaudited)
Cash		$	12,239			$	101,969
Current assets			-				193,865
Fixed assets and intangibles			-				35,800,000
Other assets			-				86,330
Accounts payable and accrued expenses			(6,811,919	)			(6,809,772	)
Notes payable and lines of credit			(1,179,832	)			(37,200,851	)
Other liabilities			(933,993	)			(962,553	)
Net liabilities in liquidation		$	(8,913,505	)		$	(8,791,012	)

The accompanying notes are an integral part of these consolidated financial statements.

3

NATURALSHRIMP INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION

(Liquidation Basis)

(Unaudited)

		For the Nine Months Ended December 31, 2025
Net liabilities in liquidation, March 31, 2025		$	(8,791,012	)
Changes in assets and liabilities in liquidation:
Cash			(89,730	)
Write-off of assets			(280,195	)
Transfer of fixed assets and intangibles to creditor			(35,800,000	)
Settlement of accounts payable and accrued expenses			(2,147	)
Extinguishment of notes payable and lines of credit			36,021,019
Extinguishment of other liabilities			28,560
Net changes in liabilities in liquidation			(122,493	)
Net liabilities in liquidation, December 31, 2025		$	(8,913,505	)

The accompanying notes are an integral part of these Condensed Consolidated financial statements.

4

NATURALSHRIMP INCORPORATED

CONDENSED Consolidated STATEMENTS OF OPERATIONS

(Going Concern Basis)

(Unaudited )

		For the Nine Months Ended
		December 31, 2024
Sales		$	163,492
Cost of sales			117,711
Net revenue			45,781
Operating expenses:
General and administrative			2,890,238
Depreciation and amortization			2,397,789
Total operating expenses			5,288,027
Net loss from operations			(5,242,246	)
Other income (expense):
Interest expense			(355,039	)
Interest expense - related parties			(31,246	)
Change in fair value of warrant liability			24,000
Change in fair value of restructured notes			(720,000	)
Gain on sale of machinery and equipment			39,330
Total other income (expense), net			(1,042,955	)
Income (loss) before income taxes			(6,285,201	)
Provision for income taxes			-
Net loss			(6,285,201	)
Accretion on Preferred shares			(139,092	)
Dividends			(223,969	)
Net loss available for common stockholders			(6,648,262	)
Loss per share (basic  and diluted)			(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted)			1,120,423,669

The accompanying notes are an integral part of these Condensed Consolidated financial statements.

5

NATURALSHRIMP INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the nine months ended December 31, 2024

(Going Concern Basis)

(Unaudited )

		Shares				Amount				Shares				Amount				Capital				issued				receivable				deficit				deficit
		Series A Preferred stock								Common stock								Additional paid in				Stock to be				Subscription				Accumulated				Total stockholders’
		Shares				Amount				Shares				Amount				Capital				issued				receivable				deficit				deficit
Balance March 31, 2024			5,000,000			$	500				1,116,482,063			$	111,712			$	126,468,749			$	390,024			$	(56,250	)		$	(183,791,156	)			(56,876,421	)
Issuance of common shares under financing agreement			-				-				66,392,019				6,639				479,200				-				-				0				485,839
Shares issued upon exchange of Partitioned Note			-				-				10,000,000				1,000				99,000				-				-				0				100000
Accretion of Series E Preferred stock			-				-				-				-				-				-				-				(9,300	)			(9,300	)
Accretion on Series G Preferred stock			-				-				-				-				-				-				-				(39,000	)			(39,000	)
Dividends payable on Preferred stock			-				-				-				-				-				-				-				(75,097	)			(75,097	)
Net loss			-				-				-				-				-				-				-				(2,802,548	)			(2,802,548	)
Balance June 30, 2024			5,000,000			$	500				1,192,874,082			$	119,351			$	127,046,949			$	390,024			$	(56,250	)		$	(186,717,101	)			(59,216,527	)
Issuance of common shares under financing agreement			-				-				54,672,664				5,467				263,387				-				-				0				268,854
Shares issued upon exchange of Partitioned Note			-				-				10,000,000				1,000				89,000				-				-				0				90,000
Accretion of Series E Preferred stock			-				-				-				-				-				-				-				-				-
Accretion on Series G Preferred stock			-				-				-				-				-				-				-				(49,000	)			(49,000	)
Dividends payable on Preferred stock			-				-				-				-				-				-				-				(74,436	)			(74,436	)
Net loss			-				-				-				-				-				-				-				(1,111,929	)			(1,111,929	)
Balance September 30, 2024			5,000,000			$	500				1,257,546,746			$	125,818			$	127,399,336			$	390,024			$	(56,250	)		$	(187,952,466	)			(60,093,038	)
Issuance of common shares under financing agreement			-				-				20,000,000				2,000				104,975				-				-				0				106,975
Accretion on Series G Preferred stock			-				-				-				-				-				-				-				(41,792	)			(41,792	)
Dividends payable on Preferred stock			-				-				-				-				-				-				-				(74,436	)			(74,436	)
Net loss			-				-				-				-				-				-				-				(2,370,724	)			(2,370,724	)
Balance December 31, 2024			5,000,000			$	500				1,277,546,746			$	127,818			$	127,504,311			$	390,024			$	(56,250	)		$	(190,439,418	)			(62,473,015	)

The accompanying notes are an integral part of these Condensed Consolidated financial statements.

6

NATURALSHRIMP INCORPORATED

CONDENSED Consolidated STATEMENTS OF CASH FLOWS

(Going Concern Basis)

(Unaudited)

		December 31, 2024
		For Years Ended
		December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(6,285,201	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense			1,295,289
Amortization expense			1,102,500
Change in fair value of warrant liability			(24,000	)
Change in fair value of restructured notes payable			720,000
Financing costs			7,300
Gain on sale of machinery and equipment			39,330
Amortization of operating lease right-of-use assets			68,690
Changes in operating assets and liabilities:
Accounts receivable			(16,603	)
Inventory			34,399
Prepaid expenses and other current assets			6,928
Accounts payable			478,407
Other accrued expenses			3,021
Accrued expenses - related parties			486,033
Accrued interest			18,409
Accrued interest - related parties			31,246
Operating lease liabilities			(77,781	)
Cash used in operating activities			(2,112,033	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash received for sale of machinery and equipment			117,712
Cash provided by investing activities			117,712
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term promissory note and lines of credit			799,084
Proceeds from sale of stock			760,693
Proceeds from promissory note, related parties			40,000
Proceeds from sale of Series G Preferred Shares			300,000
Cash provided by financing activities			1,899,777
NET CHANGE IN CASH			(94,544	)
CASH AT BEGINNING OF PERIOD			115,525
CASH AT END OF PERIOD		$	20,981
INTEREST PAID		$	616
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Shares issues upon exchange of Partitioned Note			90,000
Dividends in kind issued		$	223,969

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

7

NATURALSHRIMP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025

(Unaudited)

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a former biotechnology company that was focused on growing Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities.

During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:

	●	The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and
	●	Certain governance and control rights have been transferred pursuant to the Agreement, although the Agreement had not been fully consummated as of the date of this filing
	●	Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement
	●	The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity at Closing;
	●	The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;
	●	Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock;

The agreement with Hydrenesis was not yet consummated as of the date of this filing.

Receivership and Liquidation

On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”).

The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets.

An 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 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.

On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.

On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp.

On 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 sought 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.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Condensed Consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). As the Company’s liquidation became imminent as of March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting as of both December 31, 2025 and March 31, 2025. To comply with ASC 205-30, Liquidation Basis of Accounting, the Company has presented a condensed consolidated statement of net liabilities in liquidation as of December 31, 2025 and March 31, 2025 and a condensed consolidated statement of changes of net liabilities in liquidation for the nine months ended December 31, 2025. In addition, to comply with the financial statement requirements of Article 8 of Regulation S-X, the Company has also presented a condensed consolidated statement of operations, a condensed consolidated statement of changes in shareholders equity and a condensed consolidated statement of cash flows for the nine months ended December 31, 2024 under the going concern basis of accounting. The going concern financial statements have been presented separately from the liquidation basis financial statements as the results should not be considered comparable under the two presentation methods. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 5, 2025.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Liquidation Basis of Accounting

In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.

When using the liquidation basis of accounting, the Company will i) recognize other items that it previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, payables and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments in the condensed consolidated balance sheets approximates fair value.

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Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2025 and March 31, 2025.

Recently Issued Accounting Standards

As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.

NOTE 3 – LIQUIDATION BASIS OF ACCOUNTING

During September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets due to its significant outstanding debt. Subsequently, during February of 2025, the receiver filed a motion to sell all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7 million and $0.1 million in cash. The motion was approved by the court (overseeing the motion) on March 30, 2025 with title to the assets being transferred to the creditor on May 14, 2025. The Company believes that it continued to function as a going concern until the date the motion to sell its assets was approved by the court at which time its liquidation became imminent. As such, in accordance with the ASC 205-30, the Company has presented i) a condensed consolidated statement of net liabilities in liquidation as of both December 31, 2025 and March 31, 2025 and ii) a condensed consolidated statement of changes in net liabilities in liquidation for the nine months ended December 31, 2025. The condensed consolidated statements of net liabilities in liquidation and statement of changes of net liabilities in liquidation have been prepared using the liquidation basis of accounting.

As part of the liquidation, the Company transferred ownership of its revenue generating fixed assets and intangible assets on May 14, 2025 to two of its creditors (Streeterville and Buckstown) in exchange for the extinguishment of i) the restructured August and Senior notes and Buckstown line of credit. As of the date of this filing, the Company had limited assets available and was therefore uncertain as to the manner by which it expects to settle its remaining outstanding liabilities. Furthermore, we are also uncertain about the date by which we expect to complete the liquidation.

Our condensed consolidated statement of net liabilities in liquidation as of December 31, 2025 and March 31, 2025 reflects the following:

	●	No additional items were recognized, such as trademarks, that the Company might either sell in liquidation or use to settle its liabilities
	●	Liabilities have been recognized in accordance with the recognition provisions of other topics that otherwise would apply to those liabilities. As of December 31, 2025, our remaining liabilities were primarily comprised of i) accounts payable and accrued expenses to finance and legal service providers and ii) remaining outstanding debt. Of the approximately $8.9 million in outstanding liabilities as of December 31, 2025 approximately $3.0 million was to related parties
	●	As of March 31, 2025, the intangible assets and fixed assets were recognized based on a settlement amount equal to the credit bid of approximately $35,800,000. As of December 31, 2025, intangible assets and fixed assets were fully de-recognized due to ownership of the assets being transferred to our creditors as of May 14, 2025.
	●	No additional costs expected to be incurred through the end of our liquidation were accrued as of December 31, 2025 as there has been limited activity subsequent to the balance sheet date. We do not expect to earn any additional income through the end of the liquidation period.

NOTE 4 – SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company evaluated all events or transactions that occurred after the balance sheet date but before the financial statements were issued. To that extent, the Company noted the following:

During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:

	●	The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and
	●	Certain governance and control rights have been transferred pursuant to the Agreement, although the Agreement had not been fully consummated as of the date of this filing
	●	Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement
	●	The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity at Closing;
	●	The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;
	●	Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock;

The agreement with Hydrenesis was not yet consummated as of the date of this filing.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to NaturalShrimp Incorporated and its wholly-owned subsidiaries.

Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures

We use United States GAAP financial measures, unless otherwise noted. All of the GAAP financial measures used by us in this report relate to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this quarterly report. All references to dollar amounts in this section are in United States dollars, unless expressly stated otherwise.

Overview

NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a former biotechnology company that was focused on growing Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities.

During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:

	●	The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and
	●	Certain governance and control rights have been transferred pursuant to the Agreement, although the Agreement had not been fully consummated as of the date of this filing.
	●	Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement
	●	The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity at Closing;
	●	The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;
	●	Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock;

The agreement with Hydrenesis was not yet consummated as of the date of this filing.

Receivership and Liquidation

On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”).

The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same.

An 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 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.

On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.

On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp.

On 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 sought 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.

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Liquidity and Capital Resources

The Company had limited liquidity as of December 31, 2025 and is currently working on a plan with its existing creditors on how to settle its remaining outstanding balances, which were primarily comprised of i) payables to finance and legal service providers and ii) loans and the corresponding accrued interest.

Results of Operations

During the nine months ended December 31, 2025, the Company settled its outstanding liabilities to both Streeterville and Buckstown (approximately $36 million as of March 31, 2025) through the transfer of ownership rights to its fixed assets and intangible assets. As of the date of the transfer, i) the outstanding debt to those entities was considered extinguished and ii) the fixed assets and intangible assets were derecognized. The Company had limited other activity during the period, as reflected in the Statement of Change in Net Assets.

Critical Accounting Estimates

Liquidation Basis of Accounting

In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.

When using the liquidation basis of accounting, the Company will i) recognize other items that is previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.

Recently Issued Accounting Standards

As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

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In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

The Company’s management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Report.

Based upon that evaluation , our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. Thus, there remains a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis. This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s internal control over financial reporting. Accordingly, we cannot provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, to allow our principal financial and executive officers to make timely decisions regarding required disclosures as of December 31, 2025.

Management’s evaluation was based on the following material weaknesses in our internal control over financial reporting which existed as of March 31, 2025, and which continue to exist, as discussed in the Company’s Annual Report on Form 10-K:

●	Inadequate segregation of duties consistent with control objectives;
●	Lack of independent board of directors (as of the balance sheet date) and absence of an audit committee to exercise oversight responsibility related to financial reporting and internal control;
●	Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; and
●	Lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives.

Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the nine months ended December 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

While the company is currently in the process of trying to settle its remaining outstanding debts it was not involved in any legal proceedings as of the date of the filing. Further, the outstanding legal proceeding with Streeterville and Buckstown was considered settled upon the transfer of its assets to those entities in settlement of its outstanding debt.

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Item 1A. Risk Factors

As a smaller reporting Company (“SRC”) we are not required to provide this information.

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX

				Incorporated by Reference
Exhibit Number		Exhibit Description		Form		Exhibit
31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
32.1**		Section 1350 Certification of Chief Executive Officer.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NATURALSHRIMP INCORPORATED

By:	/s/ David Antelo
	David Antelo
	Chief Executive Officer and Interim Chief Financial Officer
Date:	June 26, 2026

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