UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 10, 2023
Date of Report (Date of earliest event reported)
Yotta Acquisition Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-41357 | | 86-3374167 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1185 Avenue of the Americas, Suite 301 New York, NY 10036 | | 10036 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 612-1400
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units | | YOTAU | | The Nasdaq Stock Market LLC |
| Common Stock | | YOTA | | The Nasdaq Stock Market LLC |
| Warrants | | YOTAW | | The Nasdaq Stock Market LLC |
| Rights | | YOTAR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.02. Termination of a Material Definitive Agreement.
By letter dated August 10, 2023 (the “Termination Letter”), Yotta Acquisition Corporation (the “Registrant”) informed NaturalShrimp Incorporated (“NaturalShrimp”) that it was terminating Merger Agreement by and among NaturalShrimp Incorporated, Yotta Acquisition Corporation and Yotta Merger Sub, Inc. (the “Merger Sub”), dated as of October 24, 2022 (the “Agreement”). The termination of the Agreement was due to breaches by NaturalShrimp of its obligations thereunder including, but not limited to, NaturalShrimp’s obligation to share the costs associated with the extension of the deadline by which the Registrant must complete an initial business combination. Although the payments were to be shared equally, NaturalShrimp failed to provide its portion despite being notified of its obligation to do so.
NaturalShrimp has not responded to the Termination Letter but previously sent a notification that it was terminating the Agreement. The Registrant rejected that purported termination as it does not believe NaturalShrimp has a legal basis under the Agreement to terminate it. Moreover, pursuant to Section 10.2(b) of the Agreement, NaturalShrimp was not authorized to terminate the Agreement when it was in breach of its terms.
The Registrant also included in the Termination Letter a demand for the $3 million termination fee due to it under the terms of the Agreement.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 16, 2023 | Yotta Acquisition Corporation |
| | | |
| | By: | /s/ Hui Chen |
| | Name: | Hui Chen |
| | Title: | Chief Executive Officer |
