8-K
Yotta Acquisition Corp (YOTA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 30, 2024
Date of Report (Date of earliest event reported)
Yotta Acquisition Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41357 | 86-3374167 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1185 Avenue of the Americas, Suite 301<br><br> <br>New York, NY 10036 | 10036 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 612-1400
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units | YOTAU | The Nasdaq Stock Market LLC |
| Common Stock | YOTA | The Nasdaq Stock Market LLC |
| Warrants | YOTAW | The Nasdaq Stock Market LLC |
| Rights | YOTAR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 3.01 Notice of Delisting or Failure toSatisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 30, 2024, Yotta Acquisition Corporation (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”), the Company was not in compliance with Listing Rule 5250(c)(1) (the “Rule”), which requires listed companies to timely file all periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
The Notice states that the Company must submit an update to its original plan to regain compliance with respect to the filing requirements by July 29, 2024. Subsequent to the receipt of the Notice, the Company filed the Form 10-Q on May 31, 2024. As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on June 5, 2024, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated June 5, 2024 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
1
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 hereunto duly authorized.
| Dated: June 5, 2024 | Yotta Acquisition Corporation | |
|---|---|---|
| By: | /s/ Hui Chen | |
| Name: | Hui Chen | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Yotta Acquisition Corporation Announces Receipt of Notice from NasdaqRegarding Filing of Annual Report on Form 10-Q
New York, NY, June 5, 2024 (PRNewswire) -- Yotta Acquisition Corporation. (Nasdaq: YOTA) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Form 10-Q for the period ended March 31, 2024, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). This notification has no immediate effect on the listing of the Company’s shares on Nasdaq. Subsequent to the receipt of the Notice, the Company filed the Form 10-Q on May 31, 2024.
This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
About Yotta Acquisition Corporation
Yotta Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements”. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
YOTA Contact:
Hui Chen
Chief Executive Officer
Yotta Acquisition Corporation
hchen@yottaac.com