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




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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)




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