Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On May 16, 2023, Yale Transaction Finders, Inc., a Delaware corporation (the "Company"), issued convertible promissory notes (the "May 2023 Notes") in the principal amount of $15,000 to (i) Ironbound Partners Fund, LLC, an affiliate of the Company's Chief Executive Officer, (ii) Moyo Partners, LLC, an affiliate of the Company's President and Treasurer, (iii) Dakota Group, LLC and (iv) Rise Capital Corp. The May 2023 Notes have a maturity date of June 30, 2024 and bear interest at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on the May 2023 Notes are convertible, at the election of the holders, into shares of the Company's common stock following the consummation of a "Qualified Financing" (as defined in the May 2023 Notes), or upon the consummation of a "Fundamental Transaction" (as defined in the May 2023 Notes) at the "Conversion Price" (as defined in the May 2023 Notes). The proceeds of the May 2023 Notes have been and will be utilized by the Company to fund working capital needs.

The foregoing description of the May 2023 Notes is qualified in its entirety by the full text of the May 2023 Notes, a form of which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits:


Exhibit Number   Description

4.1                Form of promissory note
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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