8-K

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

May 21, 2025

Date of Report (Date of earliest event reported)

UY SCUTI ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

39 E. Broadway, Suite 603

New York, New York 10002

(Address of Principal Executive Offices, and Zip Code)

(412) 947-0514

Registrant’s Telephone Number, Including Area Code

Not Applicable

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On Wednesday, May 21, 2025, UY Scuti Acquisition Corp. (the “Company”) announced that holders of the units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the ordinary shares, par value $0.0001 per share (the “OrdinaryShares”) and rights (the “Rights”) included in the Units, with such trading to commence on May 27, 2025.

The Ordinary Shares and Rights that are separated will begin separate trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “UYSC” and “UYSCR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “UYSCU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’ Units into Ordinary Shares and Rights.

On Wednesday, May 21, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the separate trading of the Ordinary Shares and Rights underlying the Units.

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EXHIBIT INDEX

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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.

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Exhibit 99.1

UY Scuti Acquisition Corp. Announces the Separate Trading of its Ordinary Shares and Rights

NEW YORK, May 21, 2025 – UY Scuti Acquisition Corp. (Nasdaq: UYSCU) (the “Company”) announced today that, commencing Tuesday, May 27, 2025, holders of the units sold in the Company’s initial public offering of 5,750,000 units (“Units”) may commence separate trading of the underlying component securities. Each Unit consists of one ordinary share, par value $0.0001 per ordinary share (“Share”), and one right to receive one-fifth (1/5^th^) of one Share upon the consummation of the Company’s initial business combination (“Right”). Those units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “UYSCU.”

The Shares and the Rights that are separated will trade on Nasdaq under the symbols “UYSC” and “UYSCR” respectively. Holders of units will need to have their securities brokers contact Continental Stock Transfer & Trust Company at 1 State Street, 30^th^ Floor, New York, New York 10004, the Company’s transfer agent, in order to separate the Units into Shares and Rights.

The Units were initially offered by the Company in an underwritten offering through Maxim Group LLC, which acted as the sole book runner for the offering and as the representative of the underwriters in the offering. A registration statement on form S-1 relating to these securities (Sec File Number 333-284815) was declared effective by the Securities and Exchange Commission on March 31, 2025. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

UY Scuti Acquisition Corp.

UY Scuti Acquisition Corp. is a blank check company formed under the laws of the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including those with respect to the Company’s search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

For further information, please contact:

Shaokang Lu | Chief Financial Officer

Phone: (412) 947-0514

Email: kenlu@uysacquisition.com