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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): November 11, 2025
YALE
TRANSACTION FINDERS, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
000-52528 |
|
76-0736467 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
c/o
Graubard Miller
The
Chrysler Building
405
Lexington Avenue
New
York, New York |
|
10174 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(212)
818-8800
Registrant’s
telephone number, including area code:
(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 (see General Instruction A.2. below):
| ☐ |
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 under Section 12(b) of the Act: None
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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
November 11, 2025, Yale Transaction Finders, Inc., a Delaware corporation (the “Company”), issued convertible promissory
notes (the “November 2025 Notes”) in the aggregate principal amount of $20,000 to (i) Ironbound Partners Fund, LLC, an affiliate
of the Company’s Chief Executive Officer, (ii) Moyo Partners, LLC, an affiliate of the Company’s President and Treasurer,
and (iii) Dakota Group, LLC. The November 2025 Notes have a maturity date of December 31, 2026 and bear interest at the rate of 5.0%
per annum, payable at maturity. The principal and accrued interest on the November 2025 Notes are convertible, at the election of the
holders, into shares of the Company’s common stock following the consummation of a “Qualified Financing” (as defined
in the November 2025 Notes), or upon the consummation of a “Fundamental Transaction” (as defined in the November 2025 Notes)
at the “Conversion Price” (as defined in the November 2025 Notes). The proceeds of the November 2025 Notes have been and
will be utilized by the Company to fund working capital needs.
The
foregoing description of the November 2025 Notes is qualified in its entirety by the full text of the November 2025 Notes, a form of
which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits:
Exhibit
Number |
|
Description |
| |
|
|
| 4.1 |
|
Form of promissory note |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
November 12, 2025
| |
YALE
TRANSACTION FINDERS, INC. |
| |
|
|
| |
By: |
/s/
Jonathan J. Ledecky |
| |
Name: |
Jonathan
J. Ledecky |
| |
Title: |
Chief
Executive Officer |
