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

Date of Report (Date of earliest event reported): ~~June~~July 1424, 2023

UTA ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41114

98-1616250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

135 5th Avenue, 7th Floor

New York, NY

10010

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (917) 781-1679

Not Applicable

(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 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant	UTAAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	UTAA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	UTAAW	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~June~~July 1424, 2023, UTA Acquisition Corporation (the “Company”) received a written notice ~~(the “Notice”)~~ from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating ~~that~~ the ~~Company~~Staff’s isdetermination ~~not~~to indelist ~~compliance~~the ~~with~~Company’s ~~Listing~~redeemable ~~Rule~~warrants, ~~5452(b)(C)~~each ofwhole ~~the~~warrant ~~Nasdaq~~exercisable ~~Global~~for ~~Market,~~one ~~which~~Class A ~~requires~~ordinary ~~the~~share ~~Company~~at toan ~~maintain~~exercise aprice ~~minimum~~ of $~~1,000,000~~11.50 in(the ~~aggregate~~“public ~~market~~warrants”), ~~value~~from ofthe ~~its~~Nasdaq ~~outstanding~~Global ~~warrants~~Market ~~for~~(the ~~continued~~“Delisting ~~listing~~Determination”), ondue ~~the~~to ~~Nasdaq~~non-compliance ~~Global~~with ~~Market.~~Listing ~~The~~Rule ~~Notice~~5452(b)(B), iswhich ~~only~~requires athe ~~notification~~public ofwarrants ~~deficiency,~~to ~~not~~be ofheld ~~imminent~~by ~~delisting,~~at ~~and~~least ~~has~~100 noholders ~~current~~in ~~effect~~order onto continue the listing ~~or trading~~ of the ~~Company’s~~public ~~securities~~warrants on the Nasdaq Global Market.

~~The~~Accordingly, ~~Notice~~unless ~~states~~the ~~that~~Company requests an appeal of the Delisting Determination, the Company’s ~~has~~warrants ~~until~~will ~~July~~be suspended from the Nasdaq Global Market on August 312, 2023, toand ~~submit~~ a ~~plan~~Form to25-NSE ~~regain~~will ~~compliance~~be filed with ~~Listing~~the ~~Rule~~Securities ~~5452~~and Exchange Commission (bthe “SEC”)~~(C).~~, ~~The~~which will remove the Company’s ~~intends~~warrants tofrom ~~respond~~listing ~~within~~and ~~the~~registration ~~required~~on ~~timeframe~~Nasdaq. ~~and~~The isCompany ~~evaluating~~may ~~its~~appeal ~~options~~the ~~regarding~~Delisting Determination to a ~~plan~~hearings ~~that~~panel itby ~~may~~submitting ~~submit~~a inhearing ~~response~~request, pursuant to the ~~Notice.~~procedures Ifset ~~Nasdaq~~forth ~~accepts~~in the ~~Company’s plan,~~ Nasdaq ~~may~~Listing ~~grant~~Rule ~~the~~5800 ~~Company~~Series, anno ~~extension~~later ofthan up4:00 toEastern ~~180~~Time ~~calendar~~on ~~days~~July 31, ~~from~~2023. In the ~~date~~event of the ~~Notice~~Company todoes ~~evidence~~not ~~compliance~~request ~~with~~an ~~Listing~~appeal ~~Rule~~of ~~5452(b)(C).~~the IfDelisting ~~Nasdaq~~Determination, ~~does~~trading ~~not~~of ~~accept~~ the Company’s ~~plan,~~warrants ~~the~~will ~~Company~~be ~~will~~suspended ~~have~~at the ~~opportunity~~opening of business on August 2, 2023. The Company does not plan to appeal ~~Nasdaq’s~~the ~~determination~~Delisting Determination.

Forward-Looking Statements.

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s ~~submission~~ability ofto submit a ~~compliance~~hearing ~~plan~~request ~~with~~within ~~Nasdaq~~the required timeframe and ~~regaining~~the ~~compliance~~Company’s ~~with~~ability to appeal the ~~requirements~~Delisting ofDetermination or the Company’s ability to evidence compliance with Listing Rule ~~5254~~5452(ba)(C2)(A). These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the risk that the Company is unable to submit a compliance plan to Nasdaq within the specified period, that the compliance plan is not accepted by Nasdaq, the Company’s ability to evidence that it maintains a minimum of $1,000,000 in aggregate market value of its outstanding warrants, those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the ~~Securities and Exchange Commission~~SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.]

SIGNATURE

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.

UTA Acquisition Corporation

Date: June 21, 2023

Date: July 27, 2023

/s/ ~~Clinton~~Chris ~~Foy~~Jefferis

~~Clinton~~Chris ~~Foy~~Jefferis

~~Co-~~Chief ~~Executive~~Financial Officer

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