Item 1.01. Entry Into a Material Definitive Agreement
As approved by its stockholders at the special meeting of stockholders held on
April 19, 2023 (the "Special Meeting"), Yotta Acquisition Corporation ("YOTA")
entered into an amendment to the Investment Management Trust Agreement, with
Continental Stock Transfer & Trust Company (the "Trust Amendment") dated as of
April 19, 2023. Pursuant to the Trust Amendment, YOTA has the right to extend
the time for YOTA to complete its business combination (the "Business
Combination Period") under the Trust Agreement for a period of 12 months from
April 22, 2023 to April 22, 2024 and to the extent YOTA's Amended and Restated
Certificate of Incorporation is amended to extend the Business Combination
Period, by depositing $120,000 for each such one-month extension into YOTA's
trust account ("Trust Account"). The Trust Amendment is filed as Exhibit 10.1
hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
As approved by its stockholders at the Special Meeting, YOTA filed an amendment
to its Amended and Restated Certificate of Incorporation with the Delaware
Secretary of State on April 19, 2023 giving YOTA the right to extend the
Business Combination Period from April 22, 2023 to April 22, 2024.
The amendment to YOTA's Amended and Restated Certificate of Incorporation is
filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 19, 2023, YOTA held the Special Meeting. On March 30, 2023, the record
date for the Special Meeting, there were 14,718,499 shares of common stock of
YOTA entitled to be voted at the Special Meeting, 66.49% of which were
represented in person or by proxy.
1. Extension Amendment
Stockholders approved the proposal to amend YOTA's Amended and Restated
Certificate of Incorporation, giving YOTA the right to extend the Business
Combination Period from April 22, 2023 to April 22, 2024. Adoption of this
proposal required approval by the affirmative vote of at least a majority of
YOTA's outstanding shares of common stock. The voting results were as follows:
FOR AGAINST ABSTAIN
9,749,919 36,595 20
2. Trust Amendment
Stockholders approved the proposal to amend YOTA's Investment Management Trust
Agreement by and between YOTA and Continental Stock Transfer & Trust Company
dated April 19, 2022, giving YOTA the right to extend the Business Combination
Period from April 22, 2023 to April 22, 2024 and to the extent YOTA's Amended
and Restated Certificate of Incorporation is amended to extend the Business
Combination Period by depositing into the Trust Account $120,000 for each
one-month extension. Adoption of the Trust Amendment required approval by the
affirmative vote of at least 50% of the shares of common stock sold in the IPO.
The voting results were as follows:
FOR AGAINST ABSTAIN
6,538,126 36,595 140
1
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
YOTA dated April 19, 2023
10.1 Amendment to the Investment Management Trust Agreement between YOTA
and Continental Stock Transfer & Trust Company dated April 19, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
© Edgar Online, source Glimpses