UY Scuti Acquisition Corp. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our units are currently traded on The Nasdaq Capital Market under the symbol “UYSCU” and started trading on The Nasdaq Capital Market on April 1, 2025. The ordinary shares and rights began separate trading on May 27, 2025, under the symbols “UYSC” and “UYSCR” respectively. Shareholders of Record As of June 26, 2025, there were 1,377,691 of our units issued and outstanding by 2 security holders of record. Assuming all units have been separated into ordinary shares and rights, at June 26, 2025, there were 7,658,348 ordinary shares issued and outstanding held by 3 shareholders of record, and there were 5,990,848 of our rights issued and outstanding and held by 1 holder of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any cash dividends on our shares of ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be, subject to the laws of the Cayman Islands, within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any cash dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to under the terms of such indebtedness. Recent Sales of Unregistered Securities On August 2, 2024, our sponsor entered into a subscription agreement with us to purchase 1,725,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01 per share. Due to the reduction in the offering size, we and our sponsor subsequently amended such securities subscription agreement, pursuant to which we subsequently cancelled 287,500 founder shares such that our sponsor now owns an aggregate of 1,437,500 founder shares for an aggregate purchase price of $25,000. On April 1, 2025, in connection with the closing of the IPO, our sponsor purchased an aggregate of 227,500 placement units (the “Private Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement”). In connection with the IPO, the underwriters were granted a 45-day option (the “Over-Allotment Option”) to purchase up to 750,000 additional units to cover over-allotments (the “Option Units”), if any. In two separate closings of the Over-Allotment Option on April 7, 2025 and April 9, 2025, the Sponsor purchased an additional total of 13,348 Private Placement Units at a purchase price of 10.00 per unit. Each Private Placement Unit consists of one ordinary share and one right to receive one-fifth (1/5 th ) of one ordinary share and the Private Placement generated total proceeds of $2,408,480, including the cancellation of $337,580 of indebtedness. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act. Securities Authorized for Issuance Under Equity Compensation Plans None. 78 Table of Contents Use of Proceeds The registration statement for our initial public offering was declared effective by the Securities and Exchange Commission on March 31, 2025. We completed our initial public offering on April 1, 2025. In our initial public offering, we sold 5,750,000 units at an offering price of $10.00, including units sold in connection with the exercise of the Over-Allotment Option, generating gross proceeds of $57,500,000. Each Unit consisted of one ordinary share and one right. Each right entitles the holders thereof to receive one-fifth (1/5 th ) of one ordinary share upon the consummation of the initial business combination. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, UY Scuti Investments Limited, the Company completed the private sale of an aggregate of 240,848 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,408,480. Transaction costs related to our IPO amounted to $3,019,884, consisting of $875,000 of underwriting fees, $1,812,600 of the Representative Shares and $332,284 of other offering costs. A total of $57,500,000, from the proceeds of the IPO and the Private Placement, was placed in a U.S.-based trust account, established by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months or 18 months from the closing of the IPO if we extend the period of time to consummate a business combination), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 12 months from the closing of the IPO (or up to 15 months or 18 months from the closing of the IPO if we extend the period of time to consummate a business combination. Net cash generated from the IPO and private placement units and held outside of the trust was used in operating activities was $792,706. As of March 31, 2025, the Company had a working capital deficit of $138,268. Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. RESERVED Not applicable. 79 Table of Contents