8-K - YOTA - Equibles

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

February5, 2023

Date

of Report (Date of earliest event reported)

YottaAcquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41357	00-0000000N/A
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
1185 Avenue of the Americas, Suite 301<br><br> <br>New York, NY 10036	10036
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(Address<br> of Principal Executive Offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement<br> 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<br> Nasdaq Stock Market LLC
Common<br> Stock	YOTA	The<br> Nasdaq Stock Market LLC
Warrants	YOTAW	The<br> Nasdaq Stock Market LLC
Rights	YOTAR	The<br> 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. ☐

Item1.01. Entry into a Material Definitive Agreement.

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01

Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 5, 2023, Yotta Acquisition Corporation (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $250,000 (the “Note”) to Yotta Investment LLC, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor delivering such amount into the Company’s working capital account in order to meet the working capital needs of the Company. The Note does not bear interest and matures upon the closing of a business combination by the Company.

Item9.01. Financial Statements and Exhibits.

Exhibit<br> No.	Description
10.1	Promissory<br> Note issued to the Sponsor dated February 5, 2023

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:<br> February 14, 2023	Yotta Acquisition Corporation
	By:	/s/ Hui Chen
	Name:	Hui<br> Chen
	Title:	Chief<br> Executive Officer

Exhibit 10.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORYNOTE

Principal Amount:<br> $250,000	Dated<br> as of February 5th, 2023

Yotta Acquisition Corporation, a Delaware corporation (the “Maker”), promises to pay to the order of Yotta Investment LLC, a Delaware company (the “Payee”) the principal sum of Two Hundred Fifty Thousand Dollars ($250,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Promissory Note (this “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.	Principal.The<br> principal balance of this Note shall be payable promptly after the date on which the Maker consummates an initial business combination<br> (a “Business Combination”) with a target business (as described in the Maker’s initial public offering prospectus<br> dated April 19, 2022 (the “Prospectus”)). The principal balance may be prepaid at any time.
2.	Interest.No<br> interest shall accrue on the unpaid principal balance of this Note.
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3.	Non-Convertible; Non-Recourse. This Note shall not be convertible into any securities of Maker, and Payee shall have no recourse with respect<br> to the Payee’s ability to convert this Note into any securities of Maker.
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4.	Application of Payments.All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due<br> under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges<br> and finally to the reduction of the unpaid principal balance of this Note.
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5.	Events of Default. The following shall constitute an event of default (“Event of Default”):
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(a)	Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the<br> date when due.
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(b)	Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation<br> or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,<br> custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of<br> any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the<br> taking of corporate action by Maker in furtherance of any of the foregoing.
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(c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of<br> Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator,<br> assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering<br> the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for<br> a period of 60 consecutive days.
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6.	Remedies.
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(a)	Upon the<br> occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to Maker, declare this Note<br> to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall<br> become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly<br> waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
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(b)	Upon the<br> occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums<br> payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on<br> the part of the Payee.
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7.	Waivers.Maker<br> and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,<br> and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under<br> the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,<br> real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,<br> or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any<br> real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may<br> be sold upon any such writ in whole or in part in any order desired by the Payee.
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8.	Unconditional Liability.Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement<br> of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,<br> and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented<br> to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee<br> with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties<br> may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
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9.	Notices.Any<br> notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally<br> delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery<br> or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance<br> with this Section:
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If to Maker:

1185 Avenue of the Americas

Suite 301

New York, NY 10036

Attn: Hui Chen

If to Payee:

1185 Avenue of the Americas

Suite 301

New York, NY 10036

Attn: Chen Chen

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.

10.	Construction.THIS<br> NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS<br> THEREOF.

11.	Jurisdiction.The<br> courts of the State of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement<br> (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties<br> submit to the exclusive jurisdiction of the courts of New York.
12.	Severability.Any<br> provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective<br> to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition<br> or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
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13.	Trust Waiver.The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein to the contrary, the Payee<br> hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained<br> in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and<br> the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in<br> greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for<br> any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business<br> Combination, this Note shall be repaid only from amounts remaining outside of the trust account, if any.
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14.	Amendment; Waiver.Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the<br> Maker and the Payee.
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15.	Assignment.No<br> assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or<br> otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent<br> shall be void.
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16.	Further Assurance.The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other<br> necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give<br> full effect to this Note.
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.

YOTTA ACQUISITION CORPORATION
By:	/s/<br> Hui Chen
	Name:	Hui Chen
	Title:	Chairman and CEO

Accepted and Agreed:

YOTTA INVESTMENT LLC

By:	/s/ Chen Chen
	Name:	Chen Chen
	Title:	Authorized Signatory

[SignaturePage to Promissory Note]