Yotta Acquisition Corp. Files 8-K with Material Agreement

TL;DR

Yotta Acquisition Corp. signed a big deal on 8/20/24. Details in 8-K.

AI Summary

Yotta Acquisition Corp. entered into a Material Definitive Agreement on August 20, 2024. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located at 1185 Avenue of the Americas, Suite 301, New York, NY.

Why It Matters

This 8-K filing indicates a significant development for Yotta Acquisition Corp., likely related to a merger, acquisition, or other material business event that could impact its stock.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can signal significant corporate actions, but the specific nature and impact are not detailed in this initial filing.

Key Players & Entities

• Yotta Acquisition Corp. (company) — Registrant
• August 20, 2024 (date) — Date of earliest event reported
• 1185 Avenue of the Americas, Suite 301, New York, NY (location) — Principal executive offices

FAQ

Key Financial Figures

• $100 Million — rity holders will be an amount equal to $100 Million (the " Merger Consideration "). The Mer
• $0.0001 — le in shares of common stock, par value $0.0001 per share, of Yotta (" Yotta Common Sto
• $10 — otta (" Yotta Common Stock ") valued at $10 per share. The board of directors of
• $0.001 — f the Company's common stock, par value $0.001 per share (" Company Common Stock ") (o
• $12.50 — e of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits

Filing Documents

• yottaacq_8k.htm (8-K) — 82KB
• yottaacq_ex2-1.htm (EX-2.1) — 475KB
• yottaacq_ex10-17.htm (EX-10.17) — 45KB
• yottaacq_ex10-18.htm (EX-10.18) — 53KB
• yottaacq_ex10-19.htm (EX-10.19) — 37KB
• yottaacq_ex10-20.htm (EX-10.20) — 27KB
• yottaacq_ex10-21.htm (EX-10.21) — 106KB
• yottaacq_ex99-1.htm (EX-99.1) — 22KB
• 0001829126-24-005741.txt ( ) — 1256KB
• yotau-20240820.xsd (EX-101.SCH) — 4KB
• yotau-20240820_def.xml (EX-101.DEF) — 27KB
• yotau-20240820_lab.xml (EX-101.LAB) — 37KB
• yotau-20240820_pre.xml (EX-101.PRE) — 25KB
• yottaacq_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On August 20, 2024, Yotta Acquisition Corporation, a Delaware corporation (" Yotta "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among Yotta, Yotta Merger Sub Inc., a Maryland corporation and a wholly-owned subsidiary of Yotta (" Merger Sub "), and DRIVEiT Financial Auto Group, Inc, a Maryland corporation (the " Company "). The Company is in the business of operating electronic vehicle superstores that supports customers' entire electronic vehicle experience by providing comprehensive solutions for customers, including financing and all after sales needs of warranty, service, and parts. The Merger The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the " Business Combination "), and in accordance with Maryland General Corporation Law: Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease, and the Company will be the surviving corporation and a wholly-owned subsidiary of Yotta (the " Merger "). Yotta will be renamed "DRIVEiT Financial Auto Group, Inc." The Business Combination is expected to be consummated after obtaining the required approval by the stockholders of Yotta and the Company and the satisfaction of certain other customary closing conditions. Merger Consideration The total consideration to be paid at the closing (the "Closing") of the Business Combination by Yotta to the Company security holders will be an amount equal to $100 Million (the " Merger Consideration "). The Merger Consideration will be payable in shares of common stock, par value $0.0001 per share, of Yotta (" Yotta Common Stock ") valued at $10 per share. The board of directors of Yotta has unanimously (i) approved and declared advi

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 21, 2024, Yotta issued a press release announcing the execution of the Merger Agreement and related matters. A copy of the press release is furnished hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. Important Information for Investors and Stockholders This document relates to a proposed transaction between Yotta and the Company. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Yotta intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of Yotta, referred to as a "proxy statement/prospectus." A proxy statement/prospectus will be sent to all Yotta stockholders. Yotta also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Yotta n are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/pros

Forward Looking Statements

Forward Looking Statements Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of the closing of the Merger, achievement of the conditions necessary for the closing of the Merger, other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of Yotta's and the Company's respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Yotta and the Company. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions. These forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the Merger, including the risk that any required regulatory approvals are not obtained,

View Full Filing

View this 8-K filing on SEC EDGAR