Current Report Filing (8-k)
01 Junho 2022 - 6:11PM
Edgar (US Regulatory)
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
April
22, 2022
Date
of Report (Date of earliest event reported)
Yotta
Acquisition Corporation
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41357 |
|
86-3374167 |
(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
3.02. Unregistered Sales of Equity Securities.
The
information included in Item 8.01 is incorporated into this Item by reference.
Item
8.01. Other Events
As
previously disclosed on a Current Report on Form 8-K dated April 22, 2022 (the “Current Report”), Yotta Acquisition Corporation
(the “Company”) consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units”).
Each Unit consists of one share of common stock, $0.0001 par value (the “Common Stock”), one redeemable warrant entitling
the holder thereof to purchase one share of Common Stock at a price of $11.50 per share and one right to receive one-tenth (1/10) of
a share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a 45-day option to purchase up to 1,500,000
additional Units to cover over-allotments, if any.
As
of April 22, 2022, a total of $100,000,000 of the net proceeds from the sale of Units in the IPO and the private placement were deposited
in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of April 22, 2022,
reflecting receipt of the proceeds upon consummation of the IPO and the private placement, is included with this report as Exhibit 99.1.
On
April 25, 2022, the underwriters fully exercised the over-allotment option. On April 27, 2022, the underwriters purchased 1,500,000 Units
(the “Option Units”) generating gross proceeds of $15,000,000. Simultaneously with the issuance and sale of the Option Units,
the Company completed a private placement sale of 30,000 Units at a purchase price of $10.00 per unit (the “Private Placement Units”),
generating total proceeds of $300,000. As a result, as of April 27, 2022, and aggregate of $115,000,000 was held in the trust account.
The
Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not
involve a public offering.
On
April 27, 2022, the Company issued a press release announcing the closing of the over-allotment option, a copy of which is attached as
Exhibit 99.2 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
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:
June 1, 2022 |
|
| |
|
|
| Yotta
Acquisition Corporation |
|
| |
|
|
| By: |
/s/
Hui Chen |
|
| Name: |
Hui
Chen |
|
| Title:
|
Chief
Executive Officer |
|
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