8-K

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

August 22, 2024

Date of Report (Date of earliest event reported)

Yotta Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41357	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1185 Avenue of the Americas, Suite 301 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 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.

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.

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

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3. Election of Directors

At the Annual Meeting, all of the following five nominees were elected to YOTA’s Board of Directors, in accordance with the voting results listed below, to serve until the next Annual Meeting and until their successors have been duly elected and have qualified.

Nominee	For	Withheld	Broker Non-Vote
Hui Chen	3,312,720	1,428	0
Robert L. Labbe	3,312,709	1,439	0
Brandon Miller	3,312,709	1,439	0
Daniel M. McCabe	3,312,709	1,439	0
Qi Gong	3,312,720	1,428	0

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.

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)

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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

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EX-3.1

Exhibit 3.1

Delaware Th e Firs t State Pag e 1 541561 2 8100 SR # 20243493884 Yo u ma y verif y thi s certificat e onlin e at corp.delaware.gov/authver.shtml Authentication : 204226469 Date : 08 - 22 - 24 I , JEFFRE Y W . BULLOCK , SECRETAR Y O F STAT E O F TH E STAT E OF DELAWARE , D O HEREB Y CERTIF Y TH E ATTACHE D I S A TRU E AN D CORRECT COP Y O F TH E CERTIFICAT E O F AMENDMEN T O F “YOTT A ACQUISITION CORPORATION” , FILE D I N THI S OFFIC E O N TH E TWENTY - SECON D DA Y OF AUGUST , A.D . 2024 , A T 6:1 8 O`CLOC K P.M.

DocuSign Enve l ope ID: 6434DCB5 - C2A7 - 4C62 - 8853 - 31 855E983FF6 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF YOTTA ACQUISITION CORPORATION August 22, 2024 Yotta Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware ( the " Corporation "), DOES HEREBY CERTIFY AS FOLLOWS : 1. The name of the Corporation is " Yotta Acquisition Corporation" The original certificate of incorporation (the " Original C ertificate '') was filed with the Secretary of State of the State of Delaware on March 8 , 2021 . 2. On April 19 , 2022 , in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation, which was subsequently amended on April 1 9 , 2023 and September 22 , 2023 (the " Amended and Restated C ertificate'' ) . 3. This Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware . 4. The text of paragraph E of Article Sixth is hereby amended and restated to read in full as follows: " In the event that the Corporation does not consummate a Business Combination by October 22 , 2025 ( such date being referred to as the ''Termination Date ' '), the Corporation shall ( i ) cease all operations except for the purposes of winding up, ( ii ) as promptly as reasonably possible but not more than ten business days thereafter redeem 100 % of the IPO Shares for cash for a redemption price per share as described below ( which redemption will completely extinguish such holders' rights as stockholders, including the right to receive further liquidation distributions, if any ), subject to applicable law, and ( iii ) as promptly as reasonably possible following such redemption, subject to approval of the Corporation ' s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the board of directors pursuant to Section 275 (a ) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275 (a ) of the GCL, dissolve and liquidate the balance of the Corporation ' s net assets to its remaining stockholders, as part of the Corporation' s plan of dissolution and liquidation, subject (in the case of ( ii ) and ( iii ) above ) to the Corporation ' s obligations under the GCL to provide for claims of creditors and other requirements of applicable law . I n such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding" IN WITNESS WHEREOF, Yotta Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above . Yotta Acquisition C [ [ t£N By: Name: Title: Hui Chen Chief Executive Officer and Director State of Delaware Secretary of State Division of Corpor a tions Delivered 06 : 1 8 PM 0 8 / 2 2 / 2 024 FILED 06:18 PM 0 8 /22/ 2 024 SR 20243493884 - File Number 5415612

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 3 (this “Amendment”), dated as of August 22, 2024, 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, as amended on April 19, 2023 and September 22, 2023 (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 an Annual Meeting of the Company held on August 22, 2024, the Company’s stockholders approved (i) a proposal to amend the Company’s amended and restated certificate of incorporation, as amended on April 19, 2023 and September 22, 2023 (the “Third Amended A&R COI”) extending the date by which the Company has to consummate a business combination to October 22, 2025.

NOW THEREFORE, IT IS AGREED:

1. Preamble. The third WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:

“WHEREAS, at an Annual Meeting of the Company held on August 22, 2024, the Company’s stockholders approved (i) a proposal to amend the Company’s amended and restated certificate of incorporation, as amended on April 19, 2023 and September 22, 2023 (the “Amended A&R COI”) extending the date by which the Company has to consummate a business combination from August 22, 2024 to October 22, 2025, on a month-to-month basis, upon the payment into the Trust Account of an amount equal to $0.04 multiplied by the number of shares of common stock sold to the public in the Company’s initial public offering and that remain outstanding after giving effect to the shares that are redeemed in connection with the vote on the Third Extension Amendment Proposal for each one-month extended into the Trust Account for such extension;”

2. 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 October 22, 2025 (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.

3. Exhibit D. Exhibit D of the Trust Agreement is hereby deleted in its entirety.

4. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

5. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

6. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

7. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[signature page follows]

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IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:
Name:
Title:
YOTTA ACQUISITION CORPORATION
By:	/s/ Hui Chen
Name:	Hui Chen
Title:	Chief Executive Officer and Director

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XML

Cover	Aug. 22, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41357
Entity Registrant Name	Yotta Acquisition Corporation
Entity Central Index Key	0001907730
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1185 Avenue of the Americas
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	(212)
Local Phone Number	612-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units
Title of 12(b) Security	Units
Trading Symbol	YOTAU
Security Exchange Name	NASDAQ
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	YOTA
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	YOTAW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	YOTAR
Security Exchange Name	NASDAQ