UY Scuti Acquisition Corp. Units SEC Filing

UY Scuti Investments Limited filed an amendment to its Schedule 13D for UY Scuti Acquisition Corp. ordinary shares.

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.

Insights

Financial Analyst

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.

Corporate Governance Expert

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/21/2025 - 06:04 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

UY Scuti Acquisition Corp.

(Name of Issuer)

Ordinary Share, par value $0.0001 per share

(Title of Class of Securities)

G93Y0A104

(CUSIP Number)

UY Scuti Acquisition Corp.
39 East Broadway, Suite 603
New York, NY, 10002
(412)-947-0514

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/15/2025

(Date of Event Which Requires Filing of This Statement)

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

CUSIP No. G93Y0A104

1

Name of reporting person

UY Scuti Investments Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,448,348.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,448,348.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,448,348.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.91 %

14

Type of Reporting Person (See Instructions)

OO

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

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Share, par value $0.0001 per share
(b)	Name of Issuer: UY Scuti Acquisition Corp.
(c)	Address of Issuer's Principal Executive Offices: 39 East Broadway, Suite 603, New York, NEW YORK , 10002.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by UY Scuti Investments Limited, a British Virgin Islands exempted company (the "Sponsor" or the "Reporting Person").
(b)	The address of the principal place of business for UY Scuti Investments Limited is Mandar House, 3rd Floor Johnson's Chut, Tortola, British Virgin Islands.
(c)	The Sponsor's principal business is to act as a private investor.
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Sponsor is a British Virgin Islands company.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 of the Original Schedule 13D is hereby incorporated by reference into this Item 3, as applicable. The Sponsor utilized working capital funds to acquire the securities of the Issuer.
Item 4.	Purpose of Transaction
	The following amends the information set form in Item 4 of the Original Schedule 13D to include the following information. Effective as of August 15, 2025, an aggregate of 230,000 shares has been transferred from the Sponsor to the Issuer's directors and officers without consideration. As previously reported on the Original Schedule 13D, the equity securities of the Issuer owned by the Reporting Person were acquired for investment purposes and the Reporting Person may make further acquisitions of the Issuer's securities from time to time and, subject to certain restrictions, may dispose of any or all of such securities held by the Reporting Person at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. Except for the foregoing, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) and (c) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Issuer's ordinary shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person and its representatives may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with members of the Issuer's board of directors, members of the Issuer's management and/or other stockholders of the Issuer from time to time with respect to potential business combination opportunities and operational, strategic, financial or governance matters, or otherwise work with management and the Issuer's board of directors to identify, evaluate, structure, negotiate, execute or otherwise facilitate a business combination, or purchasing additional ordinary shares or rights.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended as follows: (a) and (b) As of the date of this Amended Schedule 13D, the Sponsor directly beneficially owns 1,448,348 Ordinary Shares (collectively, the "Sponsor Shares"). Sponsor Shares represent approximately 18.91% of the 7,658,348 Ordinary Shares that are deemed to be outstanding following the Issuer's IPO (including the exercise of the over-allotment option).
(b)	a) Amount beneficially owned: Amount 1,448,348 Percentage 18.91% b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: Amount 1,448,348 Percentage 18.91% ii. Shared power to vote or to direct the vote: Amount 0 Percentage 0% iii. Sole power to dispose or to direct the disposition of: Amount 1,448,348 Percentage 18.91% iv. Shared power to dispose or to direct the disposition of: Amount 0 Percentage 0%
(c)	Information with respect to all transactions in the ordinary shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 of this Amended Schedule 13D and is incorporated herein by reference.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Amended Schedule 13D is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

UY Scuti Investments Ltd

Signature:	/s/ Guojian Zhang
Name/Title:	Guojian Zhang
Date:	08/21/2025