UY Scuti Acquisition Corp. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. Use of Proceeds 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. 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 December 31, 2025, the Company had a working deficit of $340,048. 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 On September 12, 2025, we issued the Promissory Note II to the Sponsor. The outstanding principal balance of the Promissory Note II may be converted by the Sponsor into units of our securities at a conversion price equal to $10.00 per unit with each unit consisting of one ordinary share and one right to receive one-fifth of one ordinary share. For additional information regarding the Promissory Note II, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources ”, which information is incorporated herein by reference. 27 Table of Contents ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.