UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.02. | Unregistered Sales of Equity Securities. |
The information included in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item by reference.
| Item 8.01. | Other Events. |
On April 1, 2025, UY Scuti Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”) of 5,000,000 units (the “Public Units”). Each Public Unit consists of one ordinary share of the Company, par value US$0.0001 per share (“Ordinary Share”) and one right to receive one-fifth (1/5th) of one Ordinary Share upon the consummation of an initial business combination (“Right”). The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $50,000,000.
Simultaneously with the closing of the IPO on April 1, 2025, the Company consummated the private placement (“Private Placement”) with UY Scuti Investments Limited, its Sponsor, of 227,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total gross proceeds of $2,275,000, including cancellation of $275,000 of indebtedness. A total of $50,000,000 of the net proceeds from the IPO and the Private Placement were deposited in a U.S.-based trust account established for the benefit of the Company’s public stockholders, with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).
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. On April 7, 2025, the underwriters purchased an additional 357,622 Option Units pursuant to a partial exercise of the Over-Allotment Option. Subsequently, on April 9, 2025, the underwriters exercised the remaining portion of the Over-Allotment Option and purchased a further 392,378 Option Units. The Option Units were sold at an offering price of $10.00 per Option Unit, and in total generated additional gross proceeds to the Company of $7,500,000.
In connection with the first partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 6,258 Private Units from the Company at a price of $10.00 per Private Unit for a total purchase price of $62,580, which amount was funded through the cancellation of indebtedness. In addition, in connection with the second partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 7,090 Private Units from the Company for a total purchase price of $70,900, which amount was deposited in the Trust Account. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
As of April 9, 2025, an aggregate of $57,500,000 has been deposited in the Trust Account established in connection with the IPO.
An unaudited pro forma balance sheet as of April 1, 2025, reflecting the receipt of the proceeds from the IPO and the Private Placement, including the full exercise of the Over-Allotment Option, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Balance Sheet | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| UY Scuti Acquisition Corporation | ||
| Dated: April 11, 2025 | By: | /s/ Jialuan Ma |
| Name: | Jialuan Ma | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
UY SCUTI ACQUISITION CORP.
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of April 1, 2025 | F-2 | |
| Notes to Unaudited Pro Forma Financial Statement | F-3 |
F-1
UNAUDITED PRO FORMA BALANCE SHEET
APRIL 1, 2025
| April 1, 2025 |
Pro Forma Adjustments |
As Adjusted |
|||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||
| Assets | |||||||||||||||
| Current Assets | |||||||||||||||
| Cash and cash equivalents | $ | 809,914 | $ | (338,329 | ) | (f) | $ | 473,819 | |||||||
| 2,234 | (h) | ||||||||||||||
| Prepaid expenses | 300,000 | (f) | 292,582 | ||||||||||||
| (7,418 | ) | (g) | |||||||||||||
| Total Current Assets | 809,914 | (43,513 | ) | 766,401 | |||||||||||
| Cash held in Trust Account | 50,000,000 | 7,500,000 | (a) | 57,500,000 | |||||||||||
| 70,900 | (b) | ||||||||||||||
| (68,666 | ) | (c) | |||||||||||||
| (2,234 | ) | (h) | |||||||||||||
| Total Assets | $ | 50,809,914 | $ | 7,456,487 | $ | 58,266,401 | |||||||||
| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | |||||||||||||||
| Current Liabilities | |||||||||||||||
| Accounts payable and accrued expenses | $ | $ | (38,329 | ) | (f) | $ | - | ||||||||
| 38,329 | (g) | ||||||||||||||
| Over-allotment liability | 56,407 | (56,407 | ) | (e) | - | ||||||||||
| Due to Sponsor | 62,584 | (62,584 | ) | (b) | - | ||||||||||
| Total Liabilities | 118,991 | (118,991 | ) | - | |||||||||||
| Commitments and Contingencies | |||||||||||||||
| Ordinary shares, $0.0001 par value, 490,000,000 shares authorized, 5,000,000 shares and 5,750,000 shares subject to possible redemption, as actual and adjusted, respectively | 45,315,315 | 6,806,963 | (d) | 52,122,278 | |||||||||||
| Shareholders’ Equity: | |||||||||||||||
| Preference shares, $0.0001 par value; 10,000,000 shares authorized; nil shares issued and outstanding | - | - | - | ||||||||||||
| Ordinary shares, $0.0001 par value; 490,000,000 shares authorized; 1,865,000 shares and 1,908,348 shares issued and outstanding, as actual and adjusted, respectively, (excluding 5,000,000 shares and 5,750,000 shares subject to possible redemption, as actual and adjusted, respectively) | 187 | 75 | (a) | 191 | |||||||||||
| 1 | (b) | ||||||||||||||
| 3 | (c) | ||||||||||||||
| (75 | ) | (d) | |||||||||||||
| Additional paid-in capital | 7,351,312 | 7,499,925 | (a) | 8,165,570 | |||||||||||
| 133,483 | (b) | ||||||||||||||
| (368,666 | ) | (c) | |||||||||||||
| 299,997 | (c) | ||||||||||||||
| (6,806,888 | ) | (d) | |||||||||||||
| 56,407 | (e) | ||||||||||||||
| Accumulated deficit | (1,975,891 | ) | (45,747 | ) | (g) | (2,021,638 | ) | ||||||||
| Total Shareholders’ Equity | 5,375,608 | 768,515 | 6,144,123 | ||||||||||||
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | $ | 50,809,914 | $ | 7,456,487 | $ | 58,266,401 | |||||||||
The accompany notes are an integral part of the unaudited pro forma financial statement.
F-2
UY SCUTI ACQUISITION CORP.
NOTES TO UNAUDITED PRO FROMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement Units, and Issuance of Additional Representative Shares
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of UY Scuti Acquisition Corp. (the “Company”) as of April 1, 2025, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on April 7 and April 9, 2025 as described below.
On April 1, 2025, the Company consummated its IPO of 5,000,000 units (“Units”). Each Unit consists of one ordinary share, $0.0001 par value per share, and one right to receive of one-fifth (1/5) of one ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000.
Simultaneously with the consummation of the IPO and the sales of the Units, the Company consummated the private placement (“Private Placement”) of 227,500 units (the “Initial Private Placement Units”) to the Sponsor, at a price of $10.00 per Initial Private Placement Unit, generating total proceeds of $2,275,000. The Company also issued to Maxim Group LLC, the representative of the underwriter, 200,000 ordinary shares (the “Representative Shares”) on the closing of the IPO.
The Company granted the underwriters a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments (the “Option Units”), if any. On April 7, 2025, the underwriter exercised the over-allotment option in part to purchase an additional 357,622 Option Units of the Company (the “Over-Allotment Option”) at an offering price of $10.00 per Option Unit of the Company, generating gross proceeds of $3,576,220 which was deposited into the Trust Account. In addition, on April 9, 2025, the underwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional 392,378 Option Units of the Company at an offering price of $10.00 per Option Unit, for gross proceeds of $3,923,780, which amount was deposited into the Trust Account.
Simultaneously with the issuance and sales of the Option Units, the Company completed a private placement sale of additional 13,348 units (the “Additional Private Units” and together with the Initial Private Units, collectively, the “Private Units”) to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $133,480, including the cancellation of $62,580 of indebtedness. In connection with the issuance and sales of the Option Units, the Company issued additional 30,000 Representative Shares to the Representative.
F-3
Pro forma adjustments to reflect the sales of the Option Units, the sales of the Additional Private Placement Units and the issuance of the additional 30,000 Representative Shares described above are as follows:
| Pro Forma Entries | Debit | Credit | |||||||
| (a) | Cash held in Trust Account | $ | 7,500,000 | ||||||
| Ordinary share | $ | 75 | |||||||
| Additional paid-in capital | $ | 7,499,925 | |||||||
| To record the sales of 750,000 Option Units at $10.00 per Unit | |||||||||
| (b) | Cash held in Trust Account | $ | 70,900 | ||||||
| Due to Sponsor | $ | 62,584 | |||||||
| Ordinary shares | $ | 1 | |||||||
| Additional paid-in capital | $ | 133,483 | |||||||
| To record the sales of an additional 13,348 Additional Private Units at $10.00 per Unit | |||||||||
| (c) | Additional paid-in capital | $ | 368,666 | ||||||
| Cash held in Trust Account | $ | 68,666 | |||||||
| Ordinary shares | $ | 3 | |||||||
| Additional paid-in capital | $ | 299,997 | |||||||
| To record the issuance of the 30,000 additional representative shares and payment of underwriters’ fee arising from the sales of Option Units | |||||||||
| (d) | Ordinary shares | $ | 75 | ||||||
| Additional paid-in capital | $ | 6,806,888 | - | ||||||
| Ordinary share subject to possible redemption | $ | 6,806,963 | |||||||
| To transfer ordinary shares subject to possible redemption to temporary equity | |||||||||
| (e) | Over-allotment liability | $ | 56,407 | ||||||
| Additional paid-in capital | $ | 56,407 | |||||||
| To reverse over-allotment option liability | |||||||||
| (f) | Accounts payable and accrued expenses | $ | 38,329 | ||||||
| Prepaid expenses | $ | 300,000 | |||||||
| Cash and cash equivalents | $ | 338,329 | |||||||
| To record the payment of formation and operating costs, and prepayment of insurance policy | |||||||||
| (g) | Formation and operating costs | $ | 45,747 | ||||||
| Accounts payable and accrued expenses | $ | 38,329 | |||||||
| Prepaid expenses | $ | 7,418 | |||||||
| To record the operating costs and amortization of insurance policy | |||||||||
| (h) | Cash and cash equivalents | $ | 2,234 | ||||||
| Cash held in Trust Account | $ | 2,234 | |||||||
| To record the transfer the cash out of Trust Account | |||||||||
F-4