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[SCHEDULE 13D/A] UY Scuti Acquisition Corp. Units SEC Filing

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SCHEDULE 13D/A

Rhea-AI Filing Summary

UY Scuti Investments Limited filed an amendment to its Schedule 13D for UY Scuti Acquisition Corp. ordinary shares. The reporting person now directly beneficially owns 1,448,348 ordinary shares, representing 18.91% of 7,658,348 shares deemed outstanding after the IPO. Effective August 15, 2025, the Sponsor transferred 230,000 shares to the issuer's directors and officers without consideration. The Sponsor says the shares were acquired for investment purposes using working capital and may buy or sell shares over time while continuing to review its investment and engage with the issuer on strategic or governance matters.

Positive

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Negative

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Insights

TL;DR: Sponsor holds a near-19% stake after transferring 230,000 shares to directors, retaining investment flexibility.

The filing shows a substantial ownership position of 1,448,348 shares (18.91%), which positions the Sponsor as a significant holder post-IPO. The disclosure that 230,000 shares were transferred to directors and officers without consideration is material to ownership composition and could affect insider alignment and voting dynamics. The Sponsor expressly retains discretion to buy or sell based on market conditions and to engage with management on potential business combinations, indicating ongoing involvement but no specified plan. Overall, this is a neutral but material ownership and governance disclosure that investors should note.

TL;DR: Transfer of 230,000 shares to directors/officers without consideration is a notable governance event requiring disclosure.

The amendment appropriately updates beneficial ownership and states the transfer date and amount, satisfying disclosure obligations. A transfer of shares to directors and officers without consideration is a significant governance detail because it changes insider holdings and could influence incentives or control. The filing does not describe the rationale, vesting, or any agreements tied to those transfers, so the disclosure leaves open questions about related-party treatment and potential future voting/compensation effects. Transparency is provided, but further documents could clarify intent.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of (i) 240,848 ordinary shares underlying the private placement units held directly by UY Scuti Investments Limited and (ii) 1,207,500 ordinary shares held directly by UY Scuti Investments Limited. (2) Based on 7,658,348 ordinary shares deemed to be outstanding, including (i) 5,750,000 ordinary shares (including ordinary shares underlying issued and outstanding public units), (ii) 1,437,500 ordinary shares initially issued as founder shares, (iii) 240,848 ordinary shares underlying the private placement units held by UY Scuti Investments Limited, and (iv) 230,000 ordinary shares issued to the representative of the underwriters in the Issuer's initial public offering, as set forth in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(4) on April 1, 2025 (the "Final Prospectus").


SCHEDULE 13D


UY Scuti Investments Ltd
Signature:/s/ Guojian Zhang
Name/Title:Guojian Zhang
Date:08/21/2025
UY Scuti Acquisition Corp.

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