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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
August 6, 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 (1/5th) 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
August 6, 2026, UY Scuti Acquisition Corp. (the “Company”) received a letter of resignation from Jialuan Ma tendering her
resignation from her positions as (i) Chief Executive Officer of the Company and (ii) a member of the Board of Directors of the Company
(the “Board”), effective August 6, 2026. Ms. Ma had served as the Company’s Chief Executive Officer and Director since
August 2024, and served as the Company’s Principal Executive Officer. Ms. Ma’s resignation was for personal reasons and not
the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On
August 8, 2026, the Board approved the appointment of Qunxue Yin to serve as the Chief Executive Officer and Chairman of the Board of
the Company, effective immediately.
Qunxue
Yin is 62 years old. Presently retired from active employment, Mr. Yin has decades of business and financial experience. From 2002 to
until his retirement in 2023, he held various management roles at China Everbright Bank, Suzhou Branch, culminating as the General Manager
of the Corporate Banking Department. Prior to that, from 1997 to 2002, he served in various management roles at Suzhou City Cooperative
Bank (Suzhou Commercial Bank), culminating as the General Manager of the Xiangcheng Sub-branch. Mr. Yin holds a Master’s Degree
in Finance and Economics from Soochow University and a Bachelor’s Degree in Industrial Economics and Management from Jiangsu Radio
and Television University. The Company believes that Mr. Yin is qualified to serve on the Board because of his management, business,
and financial experience as well as his familiarity with the Company due to his role as the sole director of its Sponsor.
There
is no family relationship between Qunxue Yin and any of the Company’s other officers and directors. Mr. Yin is not party to any
arrangement or understanding with any person pursuant to which he was appointed as Chief Executive Officer and Chairman of the Board
of the Company except that the Sponsor intends to transfer an aggregate of 50,000 ordinary shares of the Company that it holds to Mr.
Yin in connection with his agreement to serve as the Company’s Chief Executive Officer. There are no transactions to which the
Company is or was a participant and in which Mr. Yin has a material interest subject to disclosure under Item 404(a) of Regulation S-K,
apart from his relationship with the Sponsor (as described below).
Mr.
Yin is the sole director of our Sponsor, UY Scuti Investments Limited, a British Virgin Islands company, and is the control person of
the Sponsor. The Sponsor currently owns 1,448,348 ordinary shares of the Company.
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: August 10, 2026 |
By: |
/s/ Jiawen
Zhao |
| |
Name: |
Jiawen Zhao |
| |
Title: |
Interim Chief Financial Officer |
