Yotta Acquisition Corp. Files 8-K with Material Agreements

TL;DR

Yotta Acquisition Corp. filed an 8-K detailing material agreements and shareholder votes.

AI Summary

Yotta Acquisition Corp. entered into a material definitive agreement on August 22, 2024. The company also submitted matters to a vote of its security holders and made amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential future developments for Yotta Acquisition Corp., including material agreements and shareholder votes.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and shareholder votes, which can introduce significant changes and potential risks for the company.

Key Players & Entities

• Yotta Acquisition Corp. (company) — Registrant
• August 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-41357 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.04 m — eriod, by depositing an amount equal to $0.04 multiplied by the number of shares of com
• $2,942,232 — sulting in an approximate withdrawal of $2,942,232 out of the Trust Account. YOTA has dep
• $18,564.20 — TA has deposited the initial payment of $18,564.20 in the Trust Account, to initially exte

Filing Documents

• yottaacq_8k.htm (8-K) — 50KB
• yottaacq_ex3-1.htm (EX-3.1) — 6KB
• yottaacq_ex10-1.htm (EX-10.1) — 19KB
• ex3-1_001.jpg (GRAPHIC) — 278KB
• ex3-1_002.jpg (GRAPHIC) — 866KB
• 0001829126-24-005853.txt ( ) — 1785KB
• yotau-20240822.xsd (EX-101.SCH) — 4KB
• yotau-20240822_def.xml (EX-101.DEF) — 27KB
• yotau-20240822_lab.xml (EX-101.LAB) — 37KB
• yotau-20240822_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 As approved by its stockholders at the annual meeting of stockholders held on August 22, 2024 (the " Annual 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 August 22, 2024. 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 14 months from August 22, 2024 to October 22, 2025 and to the extent YOTA's Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period, by depositing an amount equal to $0.04 multiplied by the number of shares of common stock sold to the public in YOTA's initial public offering (the " IPO ") and that remain outstanding after giving effect to the shares that are redeemed in connection with the vote on the Trust Amendment for each one month extended (" Trust Account "). The foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws

Item 5.03. Amendments to Articles of Incorporation or Bylaws. As approved by its stockholders at the Annual Meeting, YOTA filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 22, 2024 giving YOTA the right to extend the Business Combination Period from August 22, 2024 to October 22, 2025. The foregoing description of YOTA's Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of YOTA's Amended and Restated Certificate of Incorporation, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On August 22, 2024, YOTA held the previously adjourned Annual Meeting. On July 18, 2024, the record date for the Annual Meeting, there were 3,944,835 shares of common stock of YOTA entitled to be voted at the Annual Meeting, of which 3,314,148, or approximately 84.01% of the total outstanding shares of common stock of YOTA, were represented in person or by proxy; therefore, a quorum was present. 1. Extension Amendment Stockholders approved the proposal to amend YOTA's amended and restated certificate of incorporation, as amended, to extend the date by which YOTA has to consummate a business combination from August 22, 2024 to October 22, 2025. 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 3,307,614 6,534 0 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 as of March 16, 2022, as amended on April 19, 2023 and September 22, 2023, giving YOTA the right to extend the Business Combination Period from August 22, 2024 to October 22, 2025 and to the extent YOTA's Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period by depositing an amount equal to $0.04 multiplied by the number of shares of common stock sold to the public in YOTA's initial public offering and that remain outstanding after giving effect to the shares that are redeemed in connection with the vote on the Trust Amendment for each one month extended. 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 439,318 6,534 0 1 3. Election of Directors At the Annual

01. Other Events

Item 8.01. Other Events. In connection with the stockholders' vote at the Annual Meeting, 262,231 shares were tendered for redemption, resulting in an approximate withdrawal of $2,942,232 out of the Trust Account. YOTA has deposited the initial payment of $18,564.20 in the Trust Account, to initially extend the date by which the Company can complete an initial business combination by one month to September 22, 2024 .

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits Exhibit No. Description 3.1 Amendment to the Amended and Restated Certificate of Incorporation of YOTA dated August 22, 2024 10.1 Amendment to the Investment Management Trust Agreement between YOTA and Continental Stock Transfer & Trust Company dated August 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: August 26, 2024 Yotta Acquisition Corporation By: /s/ Hui Chen Name: Hui Chen Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR