YOTTA ACQUISITION CORP : Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

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

On February 5, 2023, Yotta Acquisition Corporation (the "Company") issued an unsecured promissory note in the aggregate principal amount of $250,000 (the "Note") to Yotta Investment LLC, the Company's initial public offering sponsor ("Sponsor") in exchange for Sponsor delivering such amount into the Company's working capital account in order to meet the working capital needs of the Company. The Note does not bear interest and matures upon the closing of a business combination by the Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.   Description
10.1            Promissory Note issued to the Sponsor dated February 5, 2023




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