UY Scuti (NASDAQ: UYSC) seeks longer SPAC merger window with new fees

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8-K

Rhea-AI Filing Summary

UY Scuti Acquisition Corp. is updating its shareholder meeting and extension terms for completing a business combination. The extraordinary general meeting, originally set for March 19, 2026 and then March 25, 2026, has been adjourned to March 31, 2026, with the redemption deadline moved to March 27, 2026. Only shareholders of record as of February 19, 2026 may vote, and previously submitted proxies remain valid unless revoked.

The company is asking shareholders to approve changes to its charter and trust agreement so it can extend its deadline to complete a merger up to four times, each by three months, to as late as April 1, 2027. Under the revised terms, the sponsor or its designees would deposit $450,000 into the trust account for each three‑month extension, instead of the previously proposed $575,000 per extension for only two possible extensions to October 1, 2026.

03/27/2026 - 09:15 AM

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

March 25, 2026

Date of Report (Date of earliest event reported)

UY SCUTI ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-42577		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.0001 par value, and one right	UYSCU	The Nasdaq Stock Market LLC
Ordinary Shares, $0.0001 par value	UYSC	The Nasdaq Stock Market LLC
Rights to receive one-fifth (1/5^th) of one Ordinary Share	UYSCR	The Nasdaq 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 8.01 Other Events.

Adjournment of Extraordinary General Meeting

On March 2, 2026, UY Scuti Acquisition Corp. (the “Company”) filed a definitive proxy statement for an extraordinary general meeting (the “Extraordinary General Meeting”) of its shareholders originally scheduled to be held at 10:00 a.m. Eastern Time on March 19, 2026. On such date, the Company, without conducting any business, adjourned the Extraordinary General Meeting to March 25, 2026 in order to allow additional time for the Company to solicit proxies with respect to the proposals set forth in the notice of the Extraordinary General Meeting and the accompanying proxy statement.

On March 25, 2026, the Company, without conducting any business, adjourned the Extraordinary General Meeting to March 31, 2026 in order to continue to allow additional time for the Company to solicit proxies with respect to the proposals set forth in the notice of the Extraordinary General Meeting and the accompanying proxy statement.

The Extraordinary General Meeting has been adjourned to Tuesday, March 31, 2026 at 10:00 a.m. Eastern Time and will continue to be held physically at the offices of Becker and Poliakoff, P.A., 45 Broadway, 17th Floor, New York, NY, 10006. Accordingly, the deadline for the Company’s shareholders to exercise their right to redeem their ordinary shares for their pro rata portion of the funds available in the Company’s trust account has been extended to March 27, 2026.

Only shareholders of record, as of the record date, February 19, 2026 (the “Record Date”), are entitled to vote at the Extraordinary General Meeting, either in person or by proxy. Proxies previously submitted in respect of the Extraordinary General Meeting will be voted at the adjourned Extraordinary General Meeting unless properly revoked, and shareholders who have previously submitted a proxy or otherwise voted need not take any further action.

Amendment and Supplement to the Definitive Proxy Statement

At the Extraordinary General Meeting, the Company has proposed, among other matters, to (i) amend its Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) to permit the Company to elect to extend the period of time within which it must consummate a business combination up to four (4) times, each by an additional three-month extension (each an “Extension Period”), for a total of up to 12 months until April 1, 2027 (such proposal, the “Charter Amendment Proposal”) and (ii) amend the Investment Management Trust Agreement dated March 31, 2025 between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”) to revise the amount required to be contributed into the trust account established pursuant to the Trust Agreement in connection with an extension of the time period within which to complete a business combination (the “Trust Amendment Proposal”).

In connection with the Charter Amendment Proposal and Trust Amendment Proposal, the Company has revised the terms and conditions as described in the definitive proxy statement, as follows:

●

If the Charter Amendment Proposal and Trust Amendment Proposal are approved, for each Extension Period, the Sponsor and/or its designees shall deposit $450,000 into the trust account established under the Trust Agreement for each Extension Period (the “Extension Fee”), as applicable.

●

If the Charter Amendment Proposal and Trust Amendment Proposal are approved, the Trust Agreement will be amended to provide that if the revised extension fee is not timely deposited into the trust account, the Company shall have a period of thirty (30) days to pay any applicable past due payment for the extension fee. If the Company fails to make any applicable past due payment during the cure period, then the Company shall promptly liquidate the trust account and the property in the trust account shall be distributed to the public shareholders.

●

If the Charter Amendment Proposal and Trust Amendment Proposal are approved, the Trust Agreement will be amended to provide that the Company will not withdraw any amounts out of the interest from the trust account to pay its dissolution expenses.

In addition, if the Company extends the time period within which to consummate a business combination and contributes the revised extension fee to the trust account in connection with such election, it intends to file a Current Report on Form 8-K to disclose such event. Further, if the shareholders approve the Charter Amendment Proposal and the Trust Amendment Proposal, the Company would not seek another shareholder vote to approve a further change to the terms and conditions concerning extending the time period within which to consummate a business combination.

Accordingly, the Company has determined to amend and supplement the Definitive Proxy Statement as described in this current report on Form 8-K (the “Current Report”).

The Company’s shareholders who have questions regarding the revised terms, the Extraordinary General Meeting, or would like to request documents may contact the Company’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.

In connection with the revised contribution to the trust account and terms and conditions of the Charter Amendment Proposal and the Trust Amendment Proposal, (i) the proposed amendment to the Charter annexed to the Definitive Proxy Statement as revised, is set forth at Exhibit 99.1 to this Current Report on Form 8-K and (ii) the proposed amendment to the Trust Agreement annexed to the Definitive Proxy Statement, as revised, is set forth at Exhibit 99.2 to this Current Report on Form 8-K.

AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

The following disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive proxy statement, including any amendments or supplements thereto (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.

As provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the Charter Amendment Proposal and the Trust Amendment Proposal. The purpose of the supplemental disclosures is to provide information about the revised contribution to the trust account and terms and conditions in connection with the Charter Amendment Proposal and the Trust Amendment Proposal.

Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.

Revised Contribution to Trust Account and Terms and Conditions

On March 27, 2026, the Company announced the revised contribution to the trust account and terms and conditions in connection with the Charter Amendment Proposal and the Trust Amendment Proposal as follows:

●

In connection with the revised terms to the Charter Amendment Proposal, the full text of the resolution to be voted upon, as revised above, is set forth in full at Exhibit 99.1 to this Current Report on Form 8-K.

Further, in connection with the revised terms to the Trust Amendment Proposal, the full text of the resolution to be voted upon, as revised above, is as follows:

“It is resolved that UYSC’s investment management trust agreement, dated as of March 31, 2025 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) be amended to allow the Company to extend the period of time within which it must complete a business combination from two times, each by an additional three-month period to October 1, 2026 (subject to the deposit of $575,000 into the Trust Account for each three-month extension period), to a total of four times, each by an additional three-month period (each an “Extension Period”), or April 1, 2027, provided that the Sponsor and/or its designees deposit $450,000 into the Trust Account established for each Extension Period (such payment being the “Extension Fee”). A copy of the proposed amendment to the Trust Agreement is attached hereto at Exhibit 99.2.”

General Information

The record date for determining the Company shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting remains the close of business on February 19, 2026 (the “Record Date”). Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders who have not yet done so are encouraged to vote as soon as possible.

In connection with the adjournment of the Extraordinary General Meeting to March 31, 2026, the deadline for the Company’s shareholders to exercise their right to redeem their ordinary shares for their pro rata portion of the funds available in the Company’s trust account has been extended to March 27, 2026.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date of the Extraordinary General Meeting and redemption request deadline. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional Information and Where to Find It

On March 2, 2026, the Company filed the Definitive Proxy Statement with the SEC in connection with its solicitation of proxies for the Extraordinary General Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or contact proxy solicitor:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

Participants in the Solicitation

The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Extraordinary General Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Proposed Amendment to Second Amended and Restated Memorandum and Articles of Association
99.2		Proposed Amendment to Investment Management Trust Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 27, 2026	By:	/s/ Jialuan Ma
	Name:	Jialuan Ma
	Title:	Chief Executive Officer

Exhibit 99.1

FULL TEXT OF SPECIAL RESOLUTIONS RELATING TO

AMENDMENTS TO THE

SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

UY SCUTI ACQUISITION CORP.

RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing definition of “Trust Account” in its entirety and the insertion of the following language in its place:

Trust Account:

means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of like units comprising like securities to those included in the IPO simultaneously with the closing date of the IPO, will be deposited, interest on the balance of which may be released to the Company from to time to time to pay the Company’s income or other tax obligations.

RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 50.2 in its entirety and the insertion of the following language in its place:

50.2

Prior to the consummation of a Business Combination, the Company shall either:

(a) submit such Business Combination to its Members for approval; or

(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net of income taxes payable), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates, provided that the Company shall not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases.

RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 50.5 in its entirety and the insertion of the following language in its place:

50.5

Any Member holding Public Shares who is not the Sponsor, an Officer or a Director may, in connection with any vote on a Business Combination or at an earlier time in connection with the commencement of the procedures to consummate a Business Combination if the Directors determine it is desirable to facilitate the consummation of such Business Combination, elect to have their Public Shares redeemed for cash (the “Business Combination Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom such Member is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate sold in the IPO without the prior consent of the Directors of the Company. If so demanded, the Company shall pay any such redeeming Member, regardless of whether such Member has cast votes in connection with the proposal to approve such Business Combination or whether such Member has cast votes for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company (which interest shall be net of income taxes payable), divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”) but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation, provided, however, that the Company shall not consummate the Business Combination Redemption if such redemptions t would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”) or any greater net tangible asset or cash requirement which may contained in the agreement relating to the Business Combination.

RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 50.7 in its entirety and the insertion of the following language in its place:

50.7

The Company has until 12 months from the consummation of the IPO to consummate a Business Combination, provided however that if the Directors anticipate that the Company may not be able to consummate a Business Combination within 12 months from the consummation of the IPO, the Company may, by resolution of Directors if requested by the Sponsor, extend the period of time to consummate a Business Combination up to four times, each by an additional three months (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account in accordance with the terms as set out in the trust agreement governing the Trust Account. In the event that the Company does not consummate a Business Combination within 12 months from the consummation of the IPO or within up to 24 months from the consummation of the IPO (subject in the latter case to valid three month extensions having been made in each case), such failure shall trigger an automatic redemption of the Public Shares and the Company shall take all such action necessary to: (i) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares or distribute the Trust Account to the holders of the Public Shares, at a per- Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (which interest shall be net of income taxes payable), divided by the number of then issued Public Shares, which redemption will constitute full and complete payment for such Public Shares and completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions or other distributions, if any), subject to any obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law, and (ii) as promptly as practicable, cease all operations except for the purpose of making such redemption and any subsequent winding up of the Company’s affairs. In the event of a redemption under this Article, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.

RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 50.14 in its entirety and the insertion of the following language in its place:

50.14

Immediately after the Company’s IPO, that amount of the proceeds received by the Company in or in connection with the IPO (including proceeds of any exercise of the underwriter’s over-allotment option and any proceeds from the simultaneous private placement of like units comprising like securities to those included in the IPO by the Company) to the extent and as is described in the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “Registration Statement”) at the time it goes effective shall be deposited in and thereafter held in the Trust Account until released in the event of a Business Combination or otherwise in accordance with this Business Combination Article. Neither the Company nor any Officer, Director or employee of the Company will disburse any of the proceeds held in the Trust Account until the earlier of (i) the consummation of a Business Combination, (ii) an automatic redemption of Public Shares under Article 50.7, (iii) an amendment to these Articles pursuant to Article 50.8, or (iv) in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with this Business Combination Article, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to pay the Company’s income tax obligations.

Exhibit 99.2

PROPOSED AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of [●], 2026, to the Original Trust Agreement (as defined below) is made by and between UY Scuti Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Original Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of March 31, 2025 (the “Trust Agreement”);

WHEREAS, the fourth paragraph on page 1 of the Trust Agreement sets forth

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the “Trust Account”) under the circumstances described therein;

WHEREAS, at an extraordinary general meeting of the Company held on March [●], 2026 (the “Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s Second Amended and Restated Memorandum and Articles of Association, dated as of March 31, 2025 to extend the date by which the Company must consummate a business combination up to four (4) times to April 1, 2027 (the “Termination Date”), with each extension comprised of three (3) months (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering (assuming a business combination has not occurred); and (ii) a proposal to amend the Trust Agreement, to permit the Company to extend the Termination Date up to four (4) times for an additional three (3) months each time to April 1, 2027 by depositing into the Trust Account an amount of $450,000, per each three-month Extension.

NOW THEREFORE, IT IS AGREED:

1.	The fourth paragraph of Page 1 of the Trust Agreement is hereby amended and restated in its entirety as follows:

“WHEREAS, if a Business Combination is not consummated within the initial 12 month period following the closing of the Offering, the Company’s sponsor or its affiliates may extend such period by four three-month periods, up to a maximum of 24 months in the aggregate, by depositing $450,000 into the Trust Account (as defined below) no later than the 12-month anniversary or thereafter the 15-month, 18-month or 21-month anniversary of the closing of the Offering (each, an “Applicable Deadline”) for each three-month extension (each, an “Extension”); and”

2.	Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes owed or payable), only as directed in the Termination Letter and the other documents referred to therein, (y) upon the date which is the later of (1) the 12 month anniversary of the closing of the Offering (the “Closing”); (2) in the event that the Company has extended the time to complete the Business Combination for up to 24 months from the Closing, but has not completed the Business Combination within the applicable time period of such Extension; or (3) any such later date as may be approved by the Company’s shareholders in accordance with the Company’s Second amended and restated memorandum and articles of association (the “Memorandum and Articles”); or (z) upon the end of a 30-day cure period after the date any additional amount of funds were required to be deposited in the Trust Account (a) for an extension of such date as provided for in this Agreement, without a shareholder vote, or (b) as a condition of any extension of such date approved by the Company’s shareholders but were not deposited; if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes owed or payable), shall be distributed to the Public Shareholders of record as of such date;”

3.	All other provisions of the Original Trust Agreement shall remain unaffected by the terms hereof.

This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

6.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

Continental Stock Transfer & Trust Company, as Trustee

By:	/s/
Name:
Title:

UY Scuti Acquisition Corp.

By:	/s/
Name:
Title:

Signature Page to

Amendment to Investment Management Trust Agreement

Source: View Original Filing on SEC EDGAR

FAQ

What did UYSC announce about its extraordinary general meeting?

UY Scuti Acquisition Corp. adjourned its extraordinary general meeting to March 31, 2026. The company previously postponed the meeting from March 19 to March 25, 2026, and is allowing more time to solicit proxies on extension-related proposals from shareholders.

What is UYSC (UYSC) asking shareholders to approve in the new proposals?

UY Scuti is asking shareholders to approve charter and trust agreement amendments to extend its business combination deadline. The company could extend up to four times, each by three months, giving it until April 1, 2027 to complete a merger if all extensions are used.

How will SPAC extension contributions to the trust change for UYSC?

Under revised terms, UY Scuti’s sponsor or designees would deposit $450,000 into the trust account for each three‑month extension. This replaces earlier terms that allowed only two extensions requiring $575,000 per three‑month period, and increases the maximum number of potential extensions to four.

What are the key dates for UYSC shareholders around the meeting and redemptions?

The record date to vote at UY Scuti’s extraordinary general meeting is February 19, 2026. The adjourned meeting is scheduled for March 31, 2026, and the deadline for shareholders to redeem ordinary shares from the trust is extended to March 27, 2026.

Do UYSC shareholders need to resubmit proxies for the adjourned meeting?

Shareholders generally do not need to resubmit proxies for the adjourned UY Scuti meeting. Previously submitted proxies will be voted at the March 31, 2026 meeting unless properly revoked, so only those wishing to change their vote or who have not voted must act.

How long could UYSC extend its SPAC business combination deadline if proposals pass?

If shareholders approve the proposals, UY Scuti could extend its business combination deadline up to four times. Each extension would add three months, allowing the company to push its termination date as far as April 1, 2027, subject to required trust deposits.

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UY Scuti (NASDAQ: UYSC) seeks longer SPAC merger window with new fees

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FAQ

What did UYSC announce about its extraordinary general meeting?

What is UYSC (UYSC) asking shareholders to approve in the new proposals?

How will SPAC extension contributions to the trust change for UYSC?

What are the key dates for UYSC shareholders around the meeting and redemptions?

Do UYSC shareholders need to resubmit proxies for the adjourned meeting?

How long could UYSC extend its SPAC business combination deadline if proposals pass?

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UY Scuti (NASDAQ: UYSC) seeks longer SPAC merger window with new fees

Rhea-AI Filing Summary

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FAQ

What did UYSC announce about its extraordinary general meeting?

What is UYSC (UYSC) asking shareholders to approve in the new proposals?

How will SPAC extension contributions to the trust change for UYSC?

What are the key dates for UYSC shareholders around the meeting and redemptions?

Do UYSC shareholders need to resubmit proxies for the adjourned meeting?

How long could UYSC extend its SPAC business combination deadline if proposals pass?

Filing Exhibits & Attachments

Press Releases

Other Documents

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