UYSCU Form 4: Director-Related 230K Share Gift Leaves 1.45M Owned

Rhea-AI Filing Summary

UY Scuti Acquisition Corp. (UYSC / UYSCU) reporting person UY Scuti Investments Ltd transferred 230,000 ordinary shares as a gift on 08/15/2025, reducing its direct holding. After the reported disposition, the reporting person beneficially owns 1,448,348 ordinary shares. The filing notes that 240,848 of those shares are underlying private units acquired by the reporting person at the issuer's public offering closing. The Form 4 is signed on behalf of UY Scuti Investments Limited by Guojian Zhang on 08/19/2025.

Positive

• Transparency: The filing clearly discloses the gift transaction, resulting ownership, and linkage to private units.
• Insider retains substantial stake: Even after the gift, the reporting person holds 1,448,348 ordinary shares, including private-unit-related shares.

Negative

• Disposal of shares: A material quantity (230,000 shares) was disposed of by gift, which reduces insider-held shares.
• Limited context: The Form 4 does not state the recipients or purpose of the gift, leaving motives unclear.

Insights

Corporate Governance Expert

TL;DR: A director-level insider reported a non-sale disposition of 230,000 shares via gift, leaving substantial direct holdings including shares tied to private units.

The Form 4 discloses a Section 16 insider transfer coded as a gift (code G) of 230,000 ordinary shares on 08/15/2025, decreasing direct beneficial ownership to 1,448,348 shares. The filing explicitly states 240,848 shares are associated with private units obtained at the IPO closing, which affects the composition of holdings but not necessarily liquidity. For governance review, this is a routine insider transfer rather than a market sale; materiality for investors depends on the issuer's share count and whether the gift signals estate planning, compensation, or board alignment. No derivative transactions or prices are reported beyond the $0 gift price.

Securities Analyst

TL;DR: The transaction appears non-economic (gift) and does not indicate a market exit; ownership remains meaningful post-disposition.

The reporting person decreased holdings by 230,000 shares via a gift transaction, recorded at $0, so there is no cash proceeds or price disclosure. Post-transaction beneficial ownership of 1,448,348 shares includes 240,848 shares underlying private units from the offering. From a market-impact perspective, a gift coded transaction is unlikely to reflect immediate liquidity-driven pressure; however, it reduces the insider's direct share count by a defined amount. The filing contains no amendments, derivative activity, or additional context about recipients of the gifted shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

UY Scuti Investments Ltd

(Last) (First) (Middle)

MANDAR HOUSE, 3RD FLOOR JOHNSON'S CHUT

TORTOLA

(Street)

D8

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UY Scuti Acquisition Corp. [ UYSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/15/2025		G		230,000	D	$0(1)	1,448,348(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the total number of ordinary shares transferred as a gift to directors and officers of the Issuer.

2. Includes a total of 240,848 ordinary shares underlying the private units acquired by the Reporting Person upon the closing of the Issuer in the public offering.

	UY Scuti Investments Limited, By: /s/ Guojian Zhang	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did the Form 4 filed for UYSCU disclose?

It disclosed a gift of 230,000 ordinary shares on 08/15/2025 by UY Scuti Investments Ltd, leaving 1,448,348 shares beneficially owned.

Was the 230,000-share transaction a sale for cash?

No. The transaction is coded as a gift with a reported price of $0.

Does the filing include derivative or option transactions?

No. Table II shows no derivative securities; only a non-derivative disposition is reported.

How many shares are related to private units held by the reporting person?

240,848 ordinary shares are reported as underlying private units acquired at the issuer's public offering closing.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Guojian Zhang on behalf of UY Scuti Investments Limited on 08/19/2025.