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): ~~July 24~~September 1, 2023

UTA ~~ACQUISITION~~Acquisition ~~CORPORATION~~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~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon 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 8.01 Other Events.

~~On July 24, 2023,~~ UTA Acquisition Corporation (the “Company”) ~~received~~will anot ~~written~~consummate ~~notice~~an ~~from~~initial ~~the~~business ~~Listing~~combination ~~Qualifications~~by ~~Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating the Staff’s determination to delist the Company’s redeemable warrants~~September 6, ~~each whole warrant exercisable for one Class~~ ~~A ordinary share at an exercise price of $11.50 (the “public warrants”)~~2023, ~~from~~ the ~~Nasdaq~~deadline ~~Global~~under ~~Market~~its ~~(the~~Amended ~~“Delisting~~and ~~Determination”),~~Restated ~~due~~Memorandum toand ~~non-compliance~~Articles ~~with Listing Rule 5452(b)(B), which requires the public warrants to be held by at least 100 holders in order to continue the listing~~ of ~~the public warrants on the Nasdaq Global Market~~Association.

~~Accordingly~~The Company, ~~unless~~as ~~the~~promptly ~~Company~~as ~~requests~~possible, anbut ~~appeal~~no oflater ~~the~~than ~~Delisting~~September 20, ~~Determination~~2023, ~~the Company’s warrants~~ will beredeem ~~suspended~~100% ~~from~~of the ~~Nasdaq~~Company’s ~~Global~~issued ~~Market~~and onoutstanding ~~August~~Class 2,A ~~2023~~ordinary shares, ~~and~~par avalue ~~Form~~$0.0001 ~~25-NSE~~per ~~will~~share be(the ~~filed~~“Public ~~with~~Shares”), offered in the ~~Securities~~Company’s ~~and~~initial ~~Exchange~~public ~~Commission~~offering (the “~~SEC~~Redemption”). In the Redemption, ~~which~~funds ~~will~~held ~~remove~~in the Company’s ~~warrants~~trust ~~from~~account, ~~listing~~less ~~and~~$100,000 ~~registration~~of oninterest ~~Nasdaq.~~to ~~The~~pay ~~Company~~dissolution ~~may~~expenses ~~appeal~~and ~~the~~net ~~Delisting~~of ~~Determination~~taxes topayable, awill ~~hearings~~be ~~panel~~distributed byto ~~submitting~~each aholder ~~hearing~~of ~~request,~~Public ~~pursuant~~Shares toon ~~the~~a ~~procedures~~pro ~~set~~rata ~~forth~~basis in(such amount, the ~~Nasdaq~~“Redemption ~~Listing~~Amount”). ~~Rule~~Based ~~5800~~upon ~~Series,~~the noamount ~~later~~held ~~than~~in ~~4:00~~the ~~Eastern~~trust ~~Time~~account onas ~~July~~of August 31, 2023., Inwhich ~~the~~was ~~event~~$245,508,929.17, the Company ~~does~~estimates ~~not~~that ~~request~~the anper-share ~~appeal~~Redemption ofAmount ~~the~~will ~~Delisting~~be ~~Determination,~~approximately ~~trading~~$10.67. ofOn the ~~Company’s~~Redemption ~~warrants~~date, ~~will be suspended at~~ the ~~opening~~Public ofShares ~~business~~will onbe ~~August 2,~~deemed ~~2023.~~cancelled ~~The~~and ~~Company~~will ~~does~~represent ~~not~~only ~~plan~~the right to ~~appeal~~receive the ~~Delisting~~Redemption ~~Determination~~Amount.

The Company expects the Public Shares to cease trading as of the close of business on September 15, 2023. In addition, the Company expects The Nasdaq Stock Market LLC to file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company will file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

Forward-Looking Statements.

This Current Report on Form 8-K ~~contains~~(this ~~certain~~“report”) includes “forward-looking statements” within the meaning of ~~the~~Section 27A ~~Private~~of the Securities ~~Litigation Reform~~ Act of ~~1995.~~1933, ~~Forward-looking statements generally are accompanied by words such~~ as ~~“believe~~amended,” ~~“may,”~~and ~~“will,”~~Section 21E ~~“estimate,”~~of ~~“continue,”~~the ~~“anticipate,”~~Securities ~~“intend,”~~Exchange ~~“expect,”~~Act ~~“should,”~~of ~~“would~~1934,” ~~“plan,”~~as ~~“predict~~amended,” ~~“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions~~ that ~~predict or indicate future events or trends or that~~ are not ~~statements of~~ historical ~~matters.~~facts ~~These~~and ~~forward-looking~~involve ~~statements~~risks ~~include,~~and ~~but~~uncertainties ~~are~~that ~~not~~could ~~limited~~cause ~~to,~~actual ~~statements~~results ~~regarding the Company’s ability~~ to ~~submit~~differ amaterially ~~hearing~~from ~~request~~those ~~within~~expected ~~the required timeframe~~ and ~~the Company’s ability to appeal the Delisting Determination or the Company’s ability to evidence compliance with Listing Rule 5452(a)(2)(A)~~projected. ~~These~~All statements, ~~are~~other ~~based~~than onstatements ~~various~~of ~~assumptions~~historical ~~and~~fact onincluded ~~the~~in ~~current~~this ~~expectations~~report, ~~of the Company’s management and~~ are ~~not predictions of actual performance. These~~ forward-looking statements. ~~are~~When ~~provided~~used ~~for~~in ~~illustrative~~this ~~purposes~~report, ~~only~~words ~~and~~such ~~are~~as ~~not~~“expect,” ~~intended to serve as~~“believe,” ~~and must not be relied on by any investor as~~“anticipate,” ~~a guarantee~~“intend,” ~~an assurance~~“estimate,” a“seek” ~~prediction or a definitive statement of fact or probability. Actual events~~ and ~~circumstances~~variations ~~are difficult or impossible to predict~~ and ~~will~~similar ~~differ~~words ~~from assumptions. Many actual events~~ and ~~circumstances~~expressions are ~~beyond~~intended ~~the~~to ~~control~~identify ofsuch ~~the~~forward-looking ~~Company~~statements. ~~These~~Such forward-looking statements ~~are~~relate ~~subject~~ to afuture ~~number~~events ofor ~~risks~~future ~~and uncertainties~~performance, ~~including~~but ~~those~~reflect ~~factors discussed in the Company~~management’s ~~Annual~~current ~~Report on Form 10-K for the fiscal year ended December 31~~beliefs, ~~2022~~based ~~under~~on ~~the~~information ~~heading~~currently ~~“Risk~~available. ~~Factors,”~~A ~~and~~number ~~other documents~~ of ~~the~~factors ~~Company~~could ~~filed,~~cause oractual ~~to be filed~~events, ~~with~~performance ~~the SEC. If the risks materialize~~ or ~~assumptions prove incorrect, actual~~ results ~~could~~to differ materially from the events, performance and results ~~implied~~discussed byin ~~these~~the forward-looking statements. ~~There~~For ~~may~~information beidentifying ~~additional~~important ~~risks~~factors that ~~the Company presently does not know or that the Company currently believes are immaterial that~~ could ~~also~~ cause actual results to differ materially from those ~~contained~~anticipated in the forward-looking statements~~. In addition~~, ~~forward-looking~~please ~~statements~~refer ~~reflect~~to the ~~Company’s~~Risk ~~expectations,~~Factors ~~plans~~section orof ~~forecasts~~the ofCompany’s ~~future~~final ~~events~~prospectus ~~and~~for ~~views~~its asIPO offiled with the ~~date hereof~~SEC. The Company’s ~~anticipates~~securities ~~that~~filings ~~subsequent~~can ~~events~~be ~~and~~accessed ~~developments~~on ~~will~~the ~~cause~~EDGAR section of the ~~Company~~SEC’s ~~assessments~~website toat ~~change~~www.sec.gov. ~~However,~~Except ~~while~~as ~~the~~expressly ~~Company~~required ~~may~~by ~~elect~~applicable tosecurities ~~update these forward-looking statements at some point in the future~~law, the Company ~~specifically~~ disclaims any intention or obligation to doupdate ~~so.~~or ~~These~~revise any forward-looking statements ~~should~~whether ~~not be relied upon~~ as ~~representing~~a ~~the~~result ~~Company’s assessments as~~ of ~~any~~new ~~date subsequent to the date of this disclosure statement. Accordingly~~information, ~~undue~~future ~~reliance~~events ~~should~~or ~~not be placed upon the forward-looking statements~~otherwise.]

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	~~UTA Acquisition Corporation~~
Date: July 27, 2023
Date: September 1, 2023	By:	/s/ Clinton Foy
		By:	/s/ Chris Jefferis
		Name:	Clinton Foy
		Name:	Chris Jefferis
		Title:	Co-Chief Executive Officer
		Title:	Chief Financial Officer

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