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
April19, 2023
Date
of Report (Date of earliest event reported)
Yotta Acquisition 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 | |
| --- | --- | |
| (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 Nasdaq Stock<br> Market LLC |
| Common<br> Stock | YOTA | The Nasdaq Stock<br> Market LLC |
| Warrants | YOTAW | The Nasdaq Stock<br> Market LLC |
| Rights | YOTAR | The Nasdaq Stock<br> 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
As approved by its stockholders at the special meeting of stockholders held on April 19, 2023 (the “Special Meeting”), Yotta Acquisition Corporation (“YOTA”) entered into an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”) dated as of April 19, 2023. Pursuant to the Trust Amendment, YOTA has the right to extend the time for YOTA to complete its business combination (the “Business Combination Period”) under the Trust Agreement for a period of 12 months from April 22, 2023 to April 22, 2024 and to the extent YOTA’s Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period, by depositing $120,000 for each such one-month extension into YOTA’s trust account (“Trust Account”). The Trust Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item5.03. Amendments to Articles of Incorporation or Bylaws.
As approved by its stockholders at the Special Meeting, YOTA filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on April 19, 2023 giving YOTA the right to extend the Business Combination Period from April 22, 2023 to April 22, 2024.
The amendment to YOTA’s Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item5.07. Submission of Matters to a Vote of Security Holders.
On April 19, 2023, YOTA held the Special Meeting. On March 30, 2023, the record date for the Special Meeting, there were 14,718,499 shares of common stock of YOTA entitled to be voted at the Special Meeting, 66.49% of which were represented in person or by proxy.
| 1. | Extension Amendment |
|---|
Stockholders approved the proposal to amend YOTA’s Amended and Restated Certificate of Incorporation, giving YOTA the right to extend the Business Combination Period from April 22, 2023 to April 22, 2024. Adoption of this proposal required approval by the affirmative vote of at least a majority of YOTA’s outstanding shares of common stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|
| 9,749,919 | 36,595 | 20 | |||
| 2. | Trust Amendment | ||||
| --- | --- |
Stockholders approved the proposal to amend YOTA’s Investment Management Trust Agreement by and between YOTA and Continental Stock Transfer & Trust Company dated April 19, 2022, giving YOTA the right to extend the Business Combination Period from April 22, 2023 to April 22, 2024 and to the extent YOTA’s Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period by depositing into the Trust Account $120,000 for each one-month extension. Adoption of the Trust Amendment required approval by the affirmative vote of at least 50% of the shares of common stock sold in the IPO. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|
| 6,538,126 | 36,595 | 140 |
1
Item8.01. Other Events.
In connection with the stockholders’ vote at the Special Meeting, 7,414,905 shares were tendered for redemption.
Item9.01. Financial Statements and Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Amendment<br> to the Amended and Restated Certificate of Incorporation of YOTA dated April 19, 2023 |
| 10.1 | Amendment<br> to the Investment Management Trust Agreement between YOTA and Continental Stock Transfer & Trust Company dated April 19, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
2
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> April 20, 2023 | Yotta Acquisition Corporation | |
|---|---|---|
| By: | /s/ Hui Chen | |
| Name: | Hui<br> Chen | |
| Title: | Chief<br> Executive Officer |
3
Exhibit 3.1
Delaware The First State Page 1 5415612 8100 Authentication: 203174795 SR# 20231524013 Date: 04-19-23 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “YOTTA ACQUISITION CORPORATION”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF APRIL, A.D. 2023, AT 2:06 O`CLOCK P.M.
Exhibit 10.1
AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of April 19, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Yotta Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated April 19, 2022 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at a Special Meeting of the Company held on April 19, 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s amended and restated certificate of incorporation (the “Second A&R COI”) giving the Company the right to extend the date by which it has to consummate a business combination for additional 12 months from April 22, 2023 to April 22, 2024, and (ii) a proposal to amend the Trust Agreement to extend the term by which the Company has to consummate a business combination to from April 22, 2023 to April 22, 2024 in exchange for the Company depositing $120,000 for each one-month extension into the Trust Account as provided for in the Second A&R COI.
NOW THEREFORE, IT IS AGREED:
- Preamble. The fifth WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:
“WHEREAS, at a Special Meeting of the Company held on April 19, 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s amended and restated certificate of incorporation (the “Second A&R COI”) giving the Company the right to extend the date by which it has to consummate a business combination for additional 12 months from April 22, 2023 to April 22, 2024, and (ii) a proposal to amend the Trust Agreement to extend the term by which the Company has to consummate a business combination to from April 22, 2023 to April 22, 2024 in exchange for the Company depositing $120,000 for each one-month extension into the Trust Account as provided for in the Second A&R COI; and;”
- Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Chardan, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination additional one-month period by depositing $120,000 for each one-month extension for up to 24 months from the closing of the IPO but has not completed the Business Combination within each month anniversary after twelve months after the Closing (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.
- Exhibit D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows.
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust Account - Extension Letter |
|---|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(l) of the Investment Management Trust Agreement between Yotta Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of April 19, 2022 (“Trust Agreement”), as amended, this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from ______________ to ____________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $120,000, which will be wired to you, into the Trust Account investments upon receipt.
| Very truly yours, | |
|---|---|
| YOTTA ACQUISITION CORPORATION | |
| By: | |
| Name: | |
| Title: | |
| cc: | Chardan Capital Markets, LLC |
| --- | --- |
IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST<br><br> <br>COMPANY, as Trustee | |
|---|---|
| By: | /s/ Francis<br>E. Wolf, Jr |
| Name: | Francis E. Wolf, Jr. |
| Title: | Vice President |
| YOTTA ACQUISITION CORPORATION | |
| By: | /s/ Hui Chen |
| Name: | Hui Chen |
| Title: | Chief Executive Officer and Director |