Statistiques de base
| CIK | 1907730 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Yotta Acquisition Corporation
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41357 CUSIP NUMBER 98741Y 103 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| July 14, 2025 |
Delisting Determination, The Nasdaq Stock Market, LLC, July 11, 2025, Yotta Acquisition Corporation. |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acq |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41357 CUSIP NUMBER 98741Y 103 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| May 14, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 14, 2025 As filed with the U.S. Securities and Exchange Commission on May 14, 2025 Registration No. 333-282642 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOTTA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-3374167 (State or other jurisdiction of |
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| May 5, 2025 |
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 Date of Report (date of earliest event reported): May 5, 2025 (April 29, 2025) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000 N/A (State or other jurisdiction of inc |
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| April 30, 2025 |
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 Date of Report (date of earliest event reported): April 30, 2025 (April 29, 2025) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000 N/A (State or other jurisdiction of |
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| April 30, 2025 |
Letter from Marcum LLP, dated April 29, 2025 addressed to the Securities and Exchange Commission. Exhibit 16.1 April 29, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Yotta Acquisition Corporation Commission File Number 001-41357 Commissioners: We have read the statements made by Yotta Acquisition Corporation. under Item 4.01 of its Form 8-K dated April 29, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to |
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| April 23, 2025 |
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 Date of Report (date of earliest event reported): April 23, 2025 (April 21, 2025) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000 N/A (State or other jurisdiction of |
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| April 18, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) YOTTA ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule(2) Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, $0. |
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| April 18, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 17, 2025 As filed with the U.S. Securities and Exchange Commission on April 17, 2025 Registration No. 333-282642 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOTTA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-3374167 (State or other jurisdiction o |
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| March 31, 2025 |
Exhibit 97.1 Yotta Acquisition Corporation (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore a |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acquisition Corporation ( |
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| February 14, 2025 |
Exhibit 10.20 FIRST AMENDMENT AND SUPPLEMENT TO LEASE This First Amendment and Supplement to Lease (herein referenced as the “Amendment”) is dated for reference purposes this 1st day of November 2024, by and between Imperial Mariner, LLC, (“Landlord”), and DriveiT Financial Auto Group, Inc. (“Tenant”). RECITALS A. Landlord and Tenant entered into that certain Office Lease dated as of September 12, |
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| February 14, 2025 |
Exhibit 10.19 OFFICE LEASE 915 W. Imperial Highway Brea, California BETWEEN IMPERIAL MARINER LLC, a Delaware limited liability company AS LANDLORD DRIVEiT FINANCIAL AUTO GROUP, INC., a Maryland corporation AS TENANT OFFICE LEASE THIS OFFICE LEASE (this “Lease”) is made as of this September 12, 2024 (the “Effective Date”), between IMPERIAL MARINER LLC, a Delaware limited liability company (“Landlor |
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| February 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Fees to be paid Equity Common Stock, par value $0. |
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| February 14, 2025 |
Exhibit 10.18 SALE AND ASSIGNMENT AGREEMENT This Sale and Assignment Agreement (this “Sale and Assignment Agreement”) is entered into as of October 31, 2024 (the “Effective Date”) between Upgrade, Inc. (“Upgrade”) and DriveIt Financial Group, a California corporation, with its principal place of business in 1405 Pioneer St., Brea, CA 92821 (“Drive-It”). This Sale and Assignment Agreement describes |
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| February 14, 2025 |
As filed with the U.S. Securities and Exchange Commission on February 14, 2025 As filed with the U.S. Securities and Exchange Commission on February 14, 2025 Registration No. 333-282642 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOTTA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-3374167 (State or other jurisdictio |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta |
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| November 14, 2024 |
As filed with the U.S. Securities and Exchange Commission on November 13, 2024 As filed with the U.S. Securities and Exchange Commission on November 13, 2024 Registration No. 333-282642 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOTTA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-3374167 (State or other jurisdictio |
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| November 12, 2024 |
Exhibit 10.5 AMENDMENT TO THE MERGER AGREEMENT This Amendment to the Merger Agreement (this “Amendment”) is entered into as of October 30, 2024, by and among DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and Yotta Merger Sub Inc., a Maryland corporation and wholly-owned subsidiary of Parent (“Merger Sub |
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| November 12, 2024 |
DRIVEiT Financial Auto Group Convertible Note Exhibit 10.3 Execution Version NEITHER THIS CONVERTIBLE NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SEC |
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| November 12, 2024 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2024 (the “Execution Date”), between DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “DRIVEiT”), Yotta Acquisition Corporation, a Delaware corporation (“YOTA”), and the investors listed on the Buyer Schedules attached hereto (each a “Buyer” and, |
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| November 12, 2024 |
Exhibit 10.5 AMENDMENT TO THE MERGER AGREEMENT This Amendment to the Merger Agreement (this “Amendment”) is entered into as of October 30, 2024, by and among DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and Yotta Merger Sub Inc., a Maryland corporation and wholly-owned subsidiary of Parent (“Merger Sub |
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| November 12, 2024 |
Exhibit 10.4 Execution Version [●] CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK , 2024 The undersigned, [●], in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”), hereby certifies that: 1. He/She is the [●] of [●], a Delaware corporation (the “Corporation”). 2. The Corporation is authoriz |
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| November 12, 2024 |
Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2024 (the “Execution Date”), between DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “DRIVEiT”), Yotta Acquisition Corporation, a Delaware corporation (“YOTA”) and the investors listed on the Buyer Schedules attached hereto (each a “Buyer” and, |
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| November 12, 2024 |
Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits 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 October 30, 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 |
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| November 12, 2024 |
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 October 30, 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 |
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| November 12, 2024 |
Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2024 (the “Execution Date”), between DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “DRIVEiT”), Yotta Acquisition Corporation, a Delaware corporation (“YOTA”) and the investors listed on the Buyer Schedules attached hereto (each a “Buyer” and, |
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| November 12, 2024 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2024 (the “Execution Date”), between DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “DRIVEiT”), Yotta Acquisition Corporation, a Delaware corporation (“YOTA”), and the investors listed on the Buyer Schedules attached hereto (each a “Buyer” and, |
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| November 12, 2024 |
Form of Certificate of Designation of Series A Preferred Stock Exhibit 10.4 Execution Version [●] CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK , 2024 The undersigned, [●], in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”), hereby certifies that: 1. He/She is the [●] of [●], a Delaware corporation (the “Corporation”). 2. The Corporation is authoriz |
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| November 12, 2024 |
DRIVEiT Financial Auto Group Convertible Note Exhibit 10.3 Execution Version NEITHER THIS CONVERTIBLE NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SEC |
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| October 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Fees to be paid Equity Common Stock, par value $0. |
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| October 15, 2024 |
As filed with the U.S. Securities and Exchange Commission on October 15, 2024 As filed with the U.S. Securities and Exchange Commission on October 15, 2024 Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOTTA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-3374167 (State or other jurisdiction of incorporation or o |
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| August 26, 2024 |
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 00-0000000 N/A (State or other jurisdiction of incorporation) (C |
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| August 26, 2024 |
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 th |
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| August 26, 2024 |
Amendment to the Amended and Restated Certificate of Incorporation of Yotta 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 |
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| August 22, 2024 |
Exhibit 10.18 EXECUTION VERSION COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of August 20, 2024 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms |
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| August 22, 2024 |
Agreement and Plan of Merger, dated August 20, 2024, by and among Yotta, Merger Sub and the Company Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated August 20, 2024 by and among DRIVEIT FINANCIAL AUTO GROUP, INC. YOTTA ACQUISITION CORPORATION and YOTTA Merger Sub Inc. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 14 ARTICLE II MERGER 15 2.1 Merger 15 2.2 Merger Effective Time 15 2.3 Effect of the Merger 15 2.4 Certificate of Incorporation; bylaws 16 2.5 Cl |
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| August 22, 2024 |
Exhibit 10.20 EXECUTION VERSION SPONSOR FORFEITURE AGREEMENT This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of August 20, 2024, by and among Yotta Investment LLC, a Delaware limited liability company (“Sponsor”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”) and DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”). Parent, the Compa |
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| August 22, 2024 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Entering into a Merger Agreement with DRIVEiT Financial Auto Group, Inc., an Operator of Electric Vehicle Superstores Transaction anticipated to close in the first half of 2025 New York, NY and Brea, CA (August 21, 2024) — Yotta Acquisition Corporation (NASDAQ: YOTA), a publicly traded special purpose acquisition company (“Yotta”), and DRIVEiT F |
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| August 22, 2024 |
Exhibit 10.17 EXECUTION VERSION PARENT STOCKHOLDER SUPPORT AGREEMENT This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of August 20, 2024 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporation (“Parent |
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| August 22, 2024 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Entering into a Merger Agreement with DRIVEiT Financial Auto Group, Inc., an Operator of Electric Vehicle Superstores Transaction anticipated to close in the first half of 2025 New York, NY and Brea, CA (August 21, 2024) — Yotta Acquisition Corporation (NASDAQ: YOTA), a publicly traded special purpose acquisition company (“Yotta”), and DRIVEiT F |
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| August 22, 2024 |
Form of Registration Rights Agreement Exhibit 10.21 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August [ ], 2024, by and among Yotta Acquisition Corporation, a Delaware corporation (the “Company”), certain stockholders of DRIVEiT Financial Auto Group, Inc., a Maryland corporation (“DRIVEiT”), listed on the signature page hereto (the “DRIVEiT Investors”), and the Founder Hol |
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| August 22, 2024 |
Exhibit 10.19 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of August [ ], 2024 by and between the undersigned stockholder (the “Holder”) and Yotta Acquisition Corporation, a Delaware corporation (“Parent”). A. Parent, Yotta Merger Sub Inc., a Maryland corporation and wholly-owned subsidiary of Parent (the “Merger Sub”), and DRIVEiT Financial Auto Group, Inc., a Maryland |
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| August 22, 2024 |
Exhibit 10.20 EXECUTION VERSION SPONSOR FORFEITURE AGREEMENT This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of August 20, 2024, by and among Yotta Investment LLC, a Delaware limited liability company (“Sponsor”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”) and DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”). Parent, the Compa |
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| August 22, 2024 |
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 20, 2024 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) (Commi |
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| August 22, 2024 |
Agreement and Plan of Merger, dated August 20, 2024, by and among Yotta, Merger Sub and the Company Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated August 20, 2024 by and among DRIVEIT FINANCIAL AUTO GROUP, INC. YOTTA ACQUISITION CORPORATION and YOTTA Merger Sub Inc. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 14 ARTICLE II MERGER 15 2.1 Merger 15 2.2 Merger Effective Time 15 2.3 Effect of the Merger 15 2.4 Certificate of Incorporation; bylaws 16 2.5 Cl |
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| August 22, 2024 |
Exhibit 10.17 EXECUTION VERSION PARENT STOCKHOLDER SUPPORT AGREEMENT This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of August 20, 2024 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporation (“Parent |
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| August 22, 2024 |
Exhibit 10.18 EXECUTION VERSION COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of August 20, 2024 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms |
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| August 22, 2024 |
Form of Registration Rights Agreement Exhibit 10.21 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August [ ], 2024, by and among Yotta Acquisition Corporation, a Delaware corporation (the “Company”), certain stockholders of DRIVEiT Financial Auto Group, Inc., a Maryland corporation (“DRIVEiT”), listed on the signature page hereto (the “DRIVEiT Investors”), and the Founder Hol |
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| August 22, 2024 |
Exhibit 10.19 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of August [ ], 2024 by and between the undersigned stockholder (the “Holder”) and Yotta Acquisition Corporation, a Delaware corporation (“Parent”). A. Parent, Yotta Merger Sub Inc., a Maryland corporation and wholly-owned subsidiary of Parent (the “Merger Sub”), and DRIVEiT Financial Auto Group, Inc., a Maryland |
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| August 22, 2024 |
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 20, 2024 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) (Commi |
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| August 20, 2024 |
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 20, 2024 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) (Commi |
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| August 20, 2024 |
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 20, 2024 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) (Commi |
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| August 16, 2024 |
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 16, 2024 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) (Commi |
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| August 16, 2024 |
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 16, 2024 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) (Commi |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acqu |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us |
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| June 5, 2024 |
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 May 30, 2024 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) (Commissi |
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| June 5, 2024 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-Q New York, NY, June 5, 2024 (PRNewswire) - Yotta Acquisition Corporation. (Nasdaq: YOTA) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Form 10-Q fo |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acq |
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| May 21, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 May 16, 2024 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) (Commissi |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41357 CUSIP NUMBER 98741Y 103 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| May 10, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 May 7, 2024 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) (Commissio |
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| April 29, 2024 |
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 26, 2024 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) (Commis |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acquisition Corporation ( |
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| April 15, 2024 |
Exhibit 97.1 Yotta Acquisition Corporation (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore a |
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| April 5, 2024 |
Yotta Acquisition Corp. 1185 Avenue of the Americas; Suite 301 New York, NY 10036 April 5, 2024 Yotta Acquisition Corp. 1185 Avenue of the Americas; Suite 301 New York, NY 10036 April 5, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington D.C. 20549-7010 Re: Registration Statement on Form S-4 (File No. 333-269113) Last Filed April 25, 2023 Ladies and Gentlemen: Pursuant to |
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| April 1, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| February 22, 2024 |
YOTA / Yotta Acquisition Corporation / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
YOTA / Yotta Acquisition Corporation / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment SC 13G 1 fp0087161-25sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Yotta Acquisition Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98741Y103 (CUSIP Number) Marcus |
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| February 13, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Yotta Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the Appr |
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| February 13, 2024 |
YOTA / Yotta Acquisition Corporation / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Yotta Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| February 13, 2024 |
YOTA / Yotta Acquisition Corporation / ATW SPAC MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Yotta Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Yotta Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 17, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 January 10, 2024 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000N/A (State or other jurisdiction of incorporation) (C |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41357 CUSIP NUMBER 98741Y 103 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re |
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| October 27, 2023 |
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 October 27, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000N/A (State or other jurisdiction of incorporation) (C |
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| October 27, 2023 |
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 October 27, 2023 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 |
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| September 29, 2023 |
Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF YOTTA ACQUISITION CORPORATION September 22, 2023 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 incorpo |
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| September 29, 2023 |
Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF YOTTA ACQUISITION CORPORATION September 22, 2023 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 incorpo |
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| September 29, 2023 |
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 September 22, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 N/A00-0000000 (State or other jurisdiction of incorporation) |
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| September 29, 2023 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits 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 September 22, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 N/A00-0000000 (State or other jurisdiction of incorporation) |
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| September 22, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement is dated as of September [ ], 2023. SPAC: Yotta Acquisition Corporation, a Delaware Corporation (“SPAC”). Sponsor: Yotta Investment LLC (“Sponsor”) Investor: (“Investor”) Investor Agreements: Investor represents that it owned as of August 7, 2023, the record date for the SPAC’s special meeting to be held on September 22, 2023, wit |
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| September 22, 2023 |
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 September 19, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 N/A00-0000000 (State or other jurisdiction of incorporation) |
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| September 22, 2023 |
Financial Statements and Exhibits 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 September 19, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 N/A00-0000000 (State or other jurisdiction of incorporation) |
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| September 22, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement is dated as of September [ ], 2023. SPAC: Yotta Acquisition Corporation, a Delaware Corporation (“SPAC”). Sponsor: Yotta Investment LLC (“Sponsor”) Investor: (“Investor”) Investor Agreements: Investor represents that it owned as of August 7, 2023, the record date for the SPAC’s special meeting to be held on September 22, 2023, wit |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acqu |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| August 23, 2023 |
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 18, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000N/A (State or other jurisdiction of incorporation) (Co |
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| August 23, 2023 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Extension of Combination Period and Additional Contribution to Trust Account to Extend Combination Period New York, NY, August 23, 2023 — Yotta Acquisition Corporation (NASDAQ: YOTA, the “Company”), a special purpose acquisition company, announced today that Yotta Investment LLC, the Company’s initial public offering sponsor (“Sponsor”), has dep |
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| August 23, 2023 |
Promissory Note dated August 18, 2023 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| August 16, 2023 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits 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) (Commi |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41357 CUSIP NUMBER 98741Y 103 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us |
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| July 24, 2023 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Extension of Combination Period and Additional Contribution to Trust Account to Extend Combination Period New York, NY, July 24, 2023 — Yotta Acquisition Corporation (NASDAQ: YOTA, the “Company”), a special purpose acquisition company, announced today that Yotta Investment LLC, the Company’s initial public offering sponsor (“Sponsor”), has depos |
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| July 24, 2023 |
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 July 18, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 N/A00-0000000 (State or other jurisdiction of incorporation) (Comm |
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| July 24, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| June 21, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| June 21, 2023 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Extension of Combination Period and Additional Contribution to Trust Account to Extend Combination Period New York, NY, June 21, 2023 — Yotta Acquisition Corporation (NASDAQ: YOTA, the “Company”), a special purpose acquisition company, announced today that the Company has deposited $120,000 into the Company’s trust account (the “Trust Account”), |
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| June 21, 2023 |
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 June 20, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000N/A (State or other jurisdiction of incorporation) (Comm |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acq |
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| May 22, 2023 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Extension of Combination Period and Additional Contribution to Trust Account to Extend Combination Period New York, NY, May 22, 2023 — Yotta Acquisition Corporation (NASDAQ: YOTA, the “Company”), a special purpose acquisition company, announced today that Yotta Investment LLC, the Company’s initial public offering sponsor (“Sponsor”), has deposi |
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| May 22, 2023 |
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 May 17, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000N/A (State or other jurisdiction of incorporation) (Commi |
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| May 22, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41357 CUSIP NUMBER 98741Y 103 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| April 28, 2023 |
Filed by Yotta Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. |
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| April 27, 2023 |
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 21, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 N/A00-0000000 (State or other jurisdiction of incorporation) (Com |
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| April 27, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| April 27, 2023 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Extension of Combination Period and Additional Contribution to Trust Account to Extend Combination Period New York, NY, April 27, 2023 — Yotta Acquisition Corporation (NASDAQ: YOTA, the “Company”), a special purpose acquisition company, announced today that that at its special meeting of stockholders on April 19, 2023 (the “Meeting”), the Compan |
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| April 25, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 25, 2023 As filed with the U.S. Securities and Exchange Commission on April 25, 2023 Registration No. 333-269113 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO Form S-4/AS-4/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOTTA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-3374167 (State or other jurisdi |
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| April 20, 2023 |
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 19, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000N/A (State or other jurisdiction of incorporation) (Com |
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| April 20, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of April 19, 2023, 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 meani |
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| April 20, 2023 |
Exhibit 3.1 Delaware The First State Page 1 5415612 8100 Authentication: 203174795 SR# 20231524013 Date: 04-19-23 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “YOTTA ACQUISITION CORPORATION”, FILED IN THIS OFFI |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acquisition Corporation ( |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
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 February 5, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 00-0000000N/A (State or other jurisdiction of incorporation) (C |
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| February 14, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| February 14, 2023 |
US98741Y1038 / Yotta Acquisition Corp. / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Yotta Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 14, 2023 |
US98741Y1038 / Yotta Acquisition Corp. / Yotta Investment LLC - SC 13G Passive Investment SC 13G 1 yottaacqsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Yotta Acquisition Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31 |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Yotta Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2023 |
US98741Y1038 / Yotta Acquisition Corp. / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Yotta Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 10, 2023 |
US98741Y1038 / Yotta Acquisition Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment SC 13G 1 formsc13-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Yotta Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 98741Y103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the |
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| January 26, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| January 26, 2023 |
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 January 20, 2023 Date of Report (Date of earliest event reported) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41357 N/A00-0000000 (State or other jurisdiction of incorporation) (C |
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| January 26, 2023 |
Exhibit 99.1 Yotta Acquisition Corporation Announces Extension of Combination Period and Additional Contribution to Trust Account to Extend Combination Period New York, NY, January 26, 2023 — Yotta Acquisition Corporation (NASDAQ: YOTA, the “Company”), a special purpose acquisition company, announced today that Yotta Investment LLC, the Company’s initial public offering sponsor (“Sponsor”), has de |
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| January 18, 2023 |
US98741Y1038 / Yotta Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 5, 2023 |
425 1 yottaacq425.htm 425 Filed by Yotta Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41357 Subject Company: Yotta Acquisition Corporation Yotta Acquisition Corporation Announces Filing of Registration Statement on Form S-4 in Connection with Proposed Merger D |
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| January 4, 2023 |
Exhibit 21.1 SUBSIDIARIES OF YOTTA ACQUISITION CORPORATION Name of Subsidiary Jurisdiction of Organization Yotta Merger Sub Inc. Nevada |
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| January 4, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 4, 2023 As filed with the U.S. Securities and Exchange Commission on January 4, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOTTA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-3374167 (State or other jurisdiction of incorporation or organ |
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| January 4, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-4 (Form Type) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Security(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Common Stock, par value $0. |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta |
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| October 25, 2022 |
EX-10.4 6 yottaacqex10-4.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTION VERSION LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of October 20, 2022, by and among the undersigned (the “Holder”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and NaturalShrimp, Incorporated, a Nevada corporation (the “Company”). Capitalized terms used and not otherwise defined her |
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| October 25, 2022 |
Form of Company Lock-Up Agreement. EX-10.3 5 yottaacqex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EXECUTION VERSION LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of October 20, 2022, by and among the undersigned (the “Holder”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and NaturalShrimp, Incorporated, a Nevada corporation (the “Company”). Capitalized terms used and not otherwise defined her |
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| October 25, 2022 |
Company Stockholder Support Agreement Exhibit 10.2 EXECUTION VERSION COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of October 20, 2022 (this “Company Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), NaturalShrimp Incorporated, a Nevada corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporati |
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| October 25, 2022 |
Company Stockholder Support Agreement Exhibit 10.2 EXECUTION VERSION COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of October 20, 2022 (this ?Company Support Agreement?), is entered into by and among the stockholder named on the signature page hereto (the ?Stockholder?), NaturalShrimp Incorporated, a Nevada corporation (the ?Company?), and Yotta Acquisition Corporation, a Delaware corporati |
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| October 25, 2022 |
Form of Sponsor Lock-Up Agreement EX-10.4 6 yottaacqex10-4.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTION VERSION LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of October 20, 2022, by and among the undersigned (the “Holder”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and NaturalShrimp, Incorporated, a Nevada corporation (the “Company”). Capitalized terms used and not otherwise defined her |
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| October 25, 2022 |
Exhibit 10.3 EXECUTION VERSION LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of October 20, 2022, by and among the undersigned (the “Holder”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and NaturalShrimp, Incorporated, a Nevada corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such ter |
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| October 25, 2022 |
Parent Stockholder Support Agreement Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of October 20, 2022 (this “Sponsor Support Agreement”), is entered into by and among Yotta Acquisition Corporation, a Delaware corporation (“Parent”), Yotta Investments LLC, a Delaware limited liability company (the “Sponsor”), and NaturalShrimp Incorporated, a Nevada corporation (the “Company”). Capi |
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| October 25, 2022 |
Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated October 24, 2022 by and among NaturalShrimp Incorporated, as the Company, Yotta Acquisition Corporation, as Parent, and Yotta Merger Sub, Inc., as Merger Sub TABLE OF CONTENTS Page Article I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 17 Article II MERGER 19 2.1 Merger 19 2.2 Merger Effective Time 19 2.3 Effect of the Merger 19 2.4 U.S. Tax |
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| October 25, 2022 |
EX-2.1 2 yottaacqex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated October 24, 2022 by and among NaturalShrimp Incorporated, as the Company, Yotta Acquisition Corporation, as Parent, and Yotta Merger Sub, Inc., as Merger Sub TABLE OF CONTENTS Page Article I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 17 Article II MERGER 19 2.1 Merger 19 2.2 Merger Effective Time 19 2 |
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| October 25, 2022 |
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 October 24, 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) (Comm |
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| October 25, 2022 |
NaturalShrimp Incorporated Announces Merger Agreement with Nasdaq-Listed Yotta Acquisition Corp. Exhibit 99.1 October 25, 2022 NaturalShrimp Incorporated Announces Merger Agreement with Nasdaq-Listed Yotta Acquisition Corp. ? Merger to accelerate commercialization and production ramp up of farm-to-table sushi grade shrimp and fresh seafood including planned U.S. facility expansion ? NaturalShrimp could receive up to $105 million in net cash proceeds at the consummation of the transaction, ass |
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| October 25, 2022 |
NaturalShrimp Incorporated Announces Merger Agreement with Nasdaq-Listed Yotta Acquisition Corp. Exhibit 99.1 October 25, 2022 NaturalShrimp Incorporated Announces Merger Agreement with Nasdaq-Listed Yotta Acquisition Corp. ● Merger to accelerate commercialization and production ramp up of farm-to-table sushi grade shrimp and fresh seafood including planned U.S. facility expansion ● NaturalShrimp could receive up to $105 million in net cash proceeds at the consummation of the transaction, ass |
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| October 25, 2022 |
Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of October 20, 2022 (this ?Sponsor Support Agreement?), is entered into by and among Yotta Acquisition Corporation, a Delaware corporation (?Parent?), Yotta Investments LLC, a Delaware limited liability company (the ?Sponsor?), and NaturalShrimp Incorporated, a Nevada corporation (the ?Company?). Capi |
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| October 25, 2022 |
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 October 24, 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) (Comm |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acqu |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41357 CUSIP NUMBER 98741Y 103 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| June 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41357 Yotta Acq |
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| June 1, 2022 |
EX-99.2 3 yottaacqex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Yotta Acquisition Corporation Announces Closing of Fully-Exercised Over-Allotment Option in Connection with Its Initial Public Offering NEW YORK, April 27, 2022 (GLOBE NEWSWIRE) - Yotta Acquisition Corporation (“YOTA”) announced today that the underwriters in its initial public offering, pursuant to the terms of the underwriting agreement, ful |
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| June 1, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Yotta Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of Yotta |
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| June 1, 2022 |
Other Events, Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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) (Commis |
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| May 2, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Yotta Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98741Y202 (CUSIP Number) April 20, 2022 (Date of Event which Requires Filing of this Statement) Check the appro |
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| April 29, 2022 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Yotta Acquisition Corporation (Name of Issuer) Common stock, par value $ 0.0001 (Title of Class of Securities) 98741Y202 (CUSIP Number) Apr |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Yotta Acquisition Corporation (Name of Issuer) Common Stock, par value $0. |
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| April 22, 2022 |
Amended and Restated Certificate of Incorporation of Yotta. EX-3.1 3 yottaacqex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “YOTTA ACQUISITION CORPORATION”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF APRIL, A.D. 2022, AT 12:25 O’CLOCK P.M. 5415612 8100 SR# 20221516342 Authentication: 203 |
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| April 22, 2022 |
Exhibit 10.1 April 19, 2022 Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Chardan Capital Markets, LLC 17 State Street, Suite 2130 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Yotta Acquisiti |
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| April 22, 2022 |
Administrative Services Agreement, dated April 19, 2022, between Yotta and the Sponsor EX-10.8 13 yottaacqex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Administrative Services Agreement This Administrative Service Agreement (the “Agreement”) dated this 19th day of April, 2022 is between Yotta Investment LLC, herein referred to as “Service Provider” and Yotta Acquisition Corporation, herein referred to as “Customer”. Service Provider has agreed to provide services to the Customer on the terms |
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| April 22, 2022 |
EX-10.7 12 yottaacqex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 19, 2022, by and between Yotta Acquisition Corporation, a Delaware corporation (the “Company”), and Hui Chen (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in |
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| April 22, 2022 |
EX-10.4 9 yottaacqex10-4.htm EXHIBIT 10.4 Exhibit 10.4 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of April 19, 2022 (“Agreement”), by and among Yotta Acquisition Corporation, a Delaware corporation (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent |
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| April 22, 2022 |
8-K 1 yottaacq8k.htm 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 April 19, 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 |
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| April 22, 2022 |
EX-1.1 2 yottaacqex1-1.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units Yotta Acquisition Corporation UNDERWRITING AGREEMENT April 19, 2022 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Yotta Acquisition Corporation, a blank check company incorporated under the la |
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| April 22, 2022 |
EX-10.5 10 yottaacqex10-5.htm EXHIBIT 10.5 Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th day of April, 2022, by and among Yotta Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “In |
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| April 22, 2022 |
Yotta Acquisition Corporation Announces Pricing of $100 Million Initial Public Offering on Nasdaq Exhibit 99.1 Yotta Acquisition Corporation Announces Pricing of $100 Million Initial Public Offering on Nasdaq NEW YORK ? April 19, 2022 ? Yotta Acquisition Corporation (?YOTA?) announced today the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. The units are listed on The Nasdaq Global Market (?Nasdaq?) and will begin trading under the ticker symbol ?YOTA |
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| April 22, 2022 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of April 19, 2022 by and between Yotta Acquisition Corporation (the ?Company?) and Continental Stock Transfer & Trust Company, as trustee (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-3374167 (?Registration Statement?), for its |
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| April 22, 2022 |
EX-4.2 5 yottaacqex4-2.htm EXHIBIT 4.2 Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of April 19, 2022 between Yotta Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”). WHEREAS, the Company has received a firm commitment fro |
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| April 22, 2022 |
EX-4.1 4 yottaacqex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of April 19, 2022 between Yotta Acquisition Corporation, a Delaware corporation, with offices at 1185 Avenue of the Americas, Suite 301, New York, NY 10036 (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (“Warrant Agent”). WHEREAS, the Company |
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| April 22, 2022 |
Subscription Agreement, dated April 19, 2022, by and between Yotta and the Sponsor EX-10.6 11 yottaacqex10-6.htm EXHIBIT 10.6 Exhibit 10.6 April 19, 2022 Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Ladies and Gentlemen: Yotta Acquisition Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securi |
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| April 22, 2022 |
EX-10.2 7 yottaacqex10-2.htm EXHIBIT 10.2 Exhibit 10.2 April 19, 2022 Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Chardan Capital Markets, LLC 17 State Street, Suite 2130 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) e |
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| April 22, 2022 |
Yotta Acquisition Corporation Announces Closing of $100 Million Initial Public Offering Exhibit 99.2 Yotta Acquisition Corporation Announces Closing of $100 Million Initial Public Offering NEW YORK ? April 22, 2022 ? Yotta Acquisition Corporation (?YOTA?) announced today the closing of its initial public offering of 10,000,000 units. The units were sold at a price of $10.00 per unit, resulting in total gross proceeds of $100,000,000, prior to deducting underwriting discounts and comm |
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| April 21, 2022 |
Yotta Acquisition Corporation 10,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-263415 PROSPECTUS $100,000,000 Yotta Acquisition Corporation 10,000,000 Units Yotta Acquisition Corporation is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. |
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| April 19, 2022 |
8-A12B 1 yottaacq8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 YOTTA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 86-3374167 (State or other jurisdiction of (I.R.S. Employer incorpo |
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| April 14, 2022 |
Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 CORRESP 1 filename1.htm Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 April 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Melanie Singh / Mary Beth Breslin RE: Yotta Acquisition Corporation (the “Company”) Registration Statement on Form S-1, as amended (File No. |
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| April 14, 2022 |
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, NY 10004 CORRESP 1 filename1.htm Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, NY 10004 April 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Melanie Singh / Mary Beth Breslin Re: Yotta Acquisition Corporation (the “Company”) Registration Statement on Form S-1, as amended (“Registration Statem |
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| April 12, 2022 |
EX-4.3 5 yottaacqex4-3.htm EXHIBIT 4.3 Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER WARRANTS [●]W (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) YOTTA ACQUISITION CORPORATION CUSIP WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered ho |
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| April 12, 2022 |
Form of Registration Rights Agreement by and between the Registrant and Insiders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the [?] day of [?], 2022, by and among Yotta Acquisition Corporation, a Delaware corporation (the ?Company?) and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Comp |
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| April 12, 2022 |
EX-10.3 12 yottaacqex10-3.htm EXHIBIT 10.3 Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [*], 2022 (“Agreement”), by and among Yotta Acquisition Corporation, a Delaware corporation (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”). |
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| April 12, 2022 |
EX-4.4 6 yottaacqex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Yotta Acquisition Corporation, a Delaware corporation, with offices at 1185 Avenue of the Americas, Suite 301, New York, NY 10036 (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (“Warrant Agent”). WHEREAS, the Company is en |
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| April 12, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees Previously Paid Equity Units, each consisting of one share of Common Stock, $0. |
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| April 12, 2022 |
Form of Underwriting Agreement Exhibit 1.1 10,000,000 Units Yotta Acquisition Corporation UNDERWRITING AGREEMENT [?], 2022 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Yotta Acquisition Corporation, a blank check company incorporated under the laws of Delaware (?Company?), hereby confirms |
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| April 12, 2022 |
EX-4.5 7 yottaacqex4-5.htm EXHIBIT 4.5 Exhibit 4.5 SPECIMEN RIGHTS CERTIFICATE NUMBER RIGHTS [●]R YOTTA ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE DELAWARE RIGHTS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIS CERTIFIES THAT, for value received is the registered holder(s) of a right or rights (each, a “Right”) to automatically receive one-tenth (1/10) of one share of common stock, |
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| April 12, 2022 |
Form of Letter Agreement among the Registrant and the Registrant’s Officers and Directors EX-10.1 10 yottaacqex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [●], 2022 Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Chardan Capital Markets, LLC 17 State Street, Suite 2130 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) enter |
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| April 12, 2022 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2022 by and between Yotta Acquisition Corporation (the ?Company?) and Continental Stock Transfer & Trust Company, as trustee (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-[*] (?Registration Statement?), for its initial p |
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| April 12, 2022 |
Form of Subscription Agreement between the Registrant and Sponsor for Private Units Exhibit 10.6 [?], 2022 Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Ladies and Gentlemen: Yotta Acquisition Corporation (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), |
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| April 12, 2022 |
EX-4.1 3 yottaacqex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER [●]U UNITS YOTTA ACQUISITION CORPORATION SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE REDEEMABLE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH (1/10) OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of c |
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| April 12, 2022 |
Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [?], 2022 between Yotta Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the ?Rights Agent?). WHEREAS, the Company has received a firm commitment from Chardan Capital Markets, LLC (the ?Represe |
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| April 12, 2022 |
As filed with the U.S. Securities and Exchange Commission on April 11, 2022. As filed with the U.S. Securities and Exchange Commission on April 11, 2022. Registration No. 333-263415 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yotta Acquisition Corporation Delaware 6770 86-3374167 (State or other jurisdiction of incorporation or organization) (Primary Standard Indu |
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| April 12, 2022 |
Exhibit 4.2 SPECIMEN COMMON STOCK CERTIFICATE NUMBER [●] SHARES YOTTA ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001, OF YOTTA ACQUISITION CORPORATION transferable on the books of Yotta Acquisition Corpor |
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| March 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yotta Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Units, each consisting of one share of Common Stock, $0. |
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| March 10, 2022 |
Form of Registration Rights Agreement by and between the Registrant and Insiders EX-10.4 16 yottaacqex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2022, by and among Yotta Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Inves |
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| March 10, 2022 |
EX-3.5 7 yottaacqex3-5.htm EXHIBIT 3.5 Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF Yotta Acquisition Corporation ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both withi |
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| March 10, 2022 |
Form of Stock Escrow Agreement among the Registrant, VStock Transfer, LLC, and the Insiders Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [*], 2022 (?Agreement?), by and among Yotta Acquisition Corporation, a Delaware corporation (?Company?), the initial shareholders listed on the signature pages hereto (collectively, the ?Initial Shareholders?), and VStock Transfer, LLC (the ?Escrow Agent?). WHEREAS, the Company has entered into an Underwriting Agreement, |
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| March 10, 2022 |
Form of Indemnification Agreement EX-10.5 17 yottaacqex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022, by and between Yotta Acquisition Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other cap |
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| March 10, 2022 |
Exhibit 14 CODE OF ETHICS OF YOTTA ACQUISITION CORPORATION Adopted: [?], 2022 The Board of Directors (the ?Board?) of Yotta Acquisition Corporation (the ?Company?) has adopted this Code of Ethics (this ?Code?) to provide value for our shareholders; and ? To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ? To prompt full, fair, accurate, timely and understandable disclosure; ? To comply with applicable laws and governmental rules and regulations; ? To prompt internal reporting of violations of this Code; ? To protect the Company?s legitimate business interests, including corporate opportunities, assets and confidential information; and ? To deter wrongdoing. |
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| March 10, 2022 |
Specimen Warrant Certificate of Yotta Acquisition Corporation EX-4.3 10 yottaacqex4-3.htm EXHIBIT 4.3 Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER WARRANTS [●]W (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) YOTTA ACQUISITION CORPORATION CUSIP WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered h |
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| March 10, 2022 |
Form of Audit Committee Charter Exhibit 99.1 AUDIT COMMITTEE CHARTER OF YOTTA ACQUISITION CORPORATION Adopted: [?], 2022 The responsibilities and powers of the Audit Committee of the Board of Directors (the ?Board?) of Yotta Acquisition Corporation (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Audit Committee takes an action, it shall exercise its independent judgment on |
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| March 10, 2022 |
Specimen Right Certificate of Yotta Acquisition Corporation EX-4.4 11 yottaacqex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Yotta Acquisition Corporation, a Delaware corporation, with offices at 1185 Avenue of the Americas, Suite 301, New York, NY 10036 (the “Company”), and VStock Transfer LLC, a California limited liability company, with offices at 18 Lafayette Place, Woodmere |
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| March 10, 2022 |
Power of Attorney (included on the signature page hereto) As filed with the U.S. Securities and Exchange Commission on March 10, 2022. Registration No. [] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yotta Acquisition Corporation Delaware 6770 86-3374167 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code |
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| March 10, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 10, 2022. As filed with the U.S. Securities and Exchange Commission on March 10, 2022. Registration No. 333-263415 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No.1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yotta Acquisition Corporation Delaware 6770 86-3374167 (State or other jurisdiction of incorporation or organization) (Primary Standard Indus |
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| March 10, 2022 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF YOTTA ACQUISITION CORPORATION Pursuant to Section 242 and 245 of the Delaware General Corporation Law Yotta Acquisition Corporation, a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is Yotta Acquisition Corporation. 2. The Corpo |
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| March 10, 2022 |
EX-3.4 6 yottaacqex3-4.htm EXHIBIT 3.4 Exhibit 3.4 BY-LAWS OF Yotta acquisition corporation ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the St |
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| March 10, 2022 |
Form of Underwriting Agreement EX-1.1 2 yottaacqex1-1.htm EXHIBIT 1.1 Exhibit 1.1 6,000,000 Units Yotta Acquisition Corporation UNDERWRITING AGREEMENT [●], 2022 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Yotta Acquisition Corporation, a blank check company incorporated under the laws of |
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| March 10, 2022 |
EX-3.1 3 yottaacqex3-1.htm EXHIBIT 3.1 Exhibit 3.1 |
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| March 10, 2022 |
Form of Subscription Agreement between the Registrant and Sponsor for Private Units Exhibit 10.6 [?], 2022 Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Ladies and Gentlemen: Yotta Acquisition Corporation (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), |
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| March 10, 2022 |
Form of Nominating Committee Charter EX-99.2 23 yottaacqex99-2.htm EXHIBIT 99.2 Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF YOTTA ACQUISITION CORPORATION Adopted: [●], 2022 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Yotta Acquisition Corporation (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committe |
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| March 10, 2022 |
Form of Compensation Committee Charter Exhibit 99.3 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF YOTTA ACQUISITION CORPORATION Adopted: [?], 2022 The responsibilities and powers of the Corporate Governance and Nominating Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Yotta Acquisition Corporation (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the |
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| March 10, 2022 |
Specimen Common Stock Certificate of Yotta Acquisition Corporation EX-4.2 9 yottaacqex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN COMMON STOCK CERTIFICATE NUMBER [●] SHARES YOTTA ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001, OF YOTTA ACQUISITION CORPORATION transferable o |
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| March 10, 2022 |
Exhibit 3.2 |
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| March 10, 2022 |
Specimen Unit Certificate of Yotta Acquisition Corporation EX-4.1 8 yottaacqex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER [●]U UNITS YOTTA ACQUISITION CORPORATION SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE REDEEMABLE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH (1/10) OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of c |
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| March 10, 2022 |
Form of Investment Management Trust Agreement by and between Wilmington Trust and the Registrant EX-10.2 14 yottaacqex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2022 by and between Yotta Acquisition Corporation (the “Company”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). WHEREAS, the Company’s registration statement on Form S |
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| March 10, 2022 |
Form of Letter Agreement among the Registrant and the Registrant’s Officers and Directors Exhibit 10.1 [?], 2022 Yotta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Chardan Capital Markets, LLC 17 State Street, Suite 2130 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Yotta Acquisition Co |
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| March 10, 2022 |
Administrative Support Agreement by and between the Registration and Yotta Investment LLC Exhibit 10.7 Administrative Services Agreement This Administrative Service Agreement (the ?Agreement?) dated this the day of , 2022 is between Yotta Investment LLC, herein referred to as ?Service Provider? and Yotta Acquisition Corporation, herein referred to as ?Customer?. Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while |
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| February 8, 2022 |
DRS 1 filename1.htm Confidentially submitted to the United States Securities and Exchange Commission on February 7, 2022. This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. [] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 |
