UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORTPURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934~~REPORT

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(D)~~: September 10, 2022~~

~~UTA~~OF ~~Acquisition~~THE ~~Corporation(Exact~~SECURITIES ~~name~~EXCHANGE ofACT ~~registrant~~OF ~~as specified in its charter)~~1934

Cayman Islands(State or other jurisdiction of incorporation)	001-41114(Commission File Number)	98-1616250(I.R.S. Employer Identification No.)
135 5th Avenue, 7th FloorNew York, NY (Address of principal executive offices)		10010(Zip Code)
	(917) 781-1679(Registrant’s telephone number, including area code)
	Not Applicable(Former name or former address, if changed since last report)

Date of Report (Date of earliest event reported): June 14, 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 ~~Securities Exchange~~ Act ~~of 1934~~:

Title for each class	Trading Symbol(s)	Name of each exchange on which registered
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-half of one redeemable warrant	UTAAU	The Nasdaq Stock Market LLC
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~~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

Title for each class	Trading Symbol(s)	Name of each exchange on which registered
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 83.~~01Other~~01 ~~Events~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~September~~June 1014, ~~2022~~2023, ~~Ophir~~UTA ~~Lupu,~~Acquisition Corporation (the ~~President~~“Company”) ofreceived ~~UTA~~a ~~Acquisition~~written ~~Corporation~~notice (the “~~Company~~Notice”), ~~notified~~from the ~~Company~~Listing Qualifications Department of ~~his~~The ~~resignation~~Nasdaq ~~from~~Stock ~~his~~Market ~~position~~LLC as(“Nasdaq”) ~~President~~indicating that the Company is not in compliance with Listing Rule 5452(b)(C) of the Nasdaq Global Market, which requires the Company to maintain a minimum of $1,000,000 ~~effective~~in ~~immediately.~~aggregate Mrmarket value of its outstanding warrants for continued listing on the Nasdaq Global Market. ~~Lupu’s~~ ~~resignation~~The ~~was~~Notice ~~not~~is only a ~~result~~notification of ~~any~~deficiency, ~~disagreement~~not ~~with~~of ~~the~~imminent ~~Company~~delisting, onand ~~any~~has ~~matter~~no ~~relating~~current toeffect ~~its~~on ~~operations~~the listing or ~~its~~trading ~~accounting~~of orthe ~~financial~~Company’s ~~policies~~securities oron ~~procedures~~the Nasdaq Global Market.

The Notice states that the Company has until July 31, 2023 to submit a plan to regain compliance with Listing Rule 5452(b)(C). The Company intends to respond within the required timeframe and is evaluating its options regarding a plan that it may submit in response to the Notice. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with Listing Rule 5452(b)(C). If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal Nasdaq’s 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, the Company’s submission of a compliance plan with Nasdaq and regaining compliance with the requirements of Listing Rule 5254(b)(C). 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. 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.

Date: September 28, 2022


	UTA Acquisition Corporation

Date: June 21, 2023

	By:	/s/ Clinton Foy
	Name:	Clinton Foy
	Title:	Co-Chief Executive Officer

~~UTA~~3 ~~Acquisition Corporation~~

By:/s/ Clinton FoyName:Clinton FoyTitle: Co-Chief Executive Officer

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