0001907730 false 0001907730 2023-08-10 2023-08-10 0001907730 YOTAU:UnitsMember 2023-08-10 2023-08-10 0001907730 us-gaap:CommonStockMember 2023-08-10 2023-08-10 0001907730 YOTAU:WarrantsMember 2023-08-10 2023-08-10 0001907730 us-gaap:RightsMember 2023-08-10 2023-08-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 10, 2023

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 1.02. Termination of a Material Definitive Agreement.

 

By letter dated August 10, 2023 (the “Termination Letter”), Yotta Acquisition Corporation (the “Registrant”) informed NaturalShrimp Incorporated (“NaturalShrimp”) that it was terminating Merger Agreement by and among NaturalShrimp Incorporated, Yotta Acquisition Corporation and Yotta Merger Sub, Inc. (the “Merger Sub”), dated as of October 24, 2022 (the “Agreement”). The termination of the Agreement was due to breaches by NaturalShrimp of its obligations thereunder including, but not limited to, NaturalShrimp’s obligation to share the costs associated with the extension of the deadline by which the Registrant must complete an initial business combination. Although the payments were to be shared equally, NaturalShrimp failed to provide its portion despite being notified of its obligation to do so.

 

NaturalShrimp has not responded to the Termination Letter but previously sent a notification that it was terminating the Agreement. The Registrant rejected that purported termination as it does not believe NaturalShrimp has a legal basis under the Agreement to terminate it. Moreover, pursuant to Section 10.2(b) of the Agreement, NaturalShrimp was not authorized to terminate the Agreement when it was in breach of its terms.

 

The Registrant also included in the Termination Letter a demand for the $3 million termination fee due to it under the terms of the Agreement.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File

 

1

 

 

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 16, 2023 Yotta Acquisition Corporation
     
  By: /s/ Hui Chen
  Name: Hui Chen
  Title: Chief Executive Officer

 

2

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Cover
Aug. 10, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 10, 2023
Entity File Number 001-41357
Entity Registrant Name Yotta Acquisition Corporation
Entity Central Index Key 0001907730
Entity Tax Identification Number 86-3374167
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
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