What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-07-14 compared with 2025-07-11 · 77 added, 89 removed, 3 unchanged (98% of the section changed)

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.

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.

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

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.

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

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.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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.

As of July 8, 2026, there were 270,205 of our units issued and outstanding

by 2 security holders of record.

Assuming all units have been separated into ordinary shares and rights, at July 8, 2026, there were 5,221,060

ordinary shares issued and outstanding held by 10 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.

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.

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.

Sales of Unregistered Securities

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.

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.

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

Authorized for Issuance Under Equity Compensation Plans

registration statement for our initial public offering was declared effective by the Securities and Exchange Commission on March 31,

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.

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 the Prescribed Time

Frame, 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 the Prescribed

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.

As of March 31, 2026,

the Company had a working capital deficit of $1,052,099.

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

Not applicable.

We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

of Equity Securities by the Issuer and Affiliated Purchasers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity