Sander Gerber's Hudson Bay Reports 450,000 UYSCU Shares (5.88%)

Rhea-AI Filing Summary

Hudson Bay Capital Management LP and Sander Gerber filed a Schedule 13G reporting beneficial ownership of 450,000 ordinary shares of UY Scuti Acquisition Corp. That holding equals 5.88% of the company based on 7,658,348 outstanding ordinary shares as of June 26, 2025, per the company Annual Report. The securities are held in the name of HB Strategies LLC, for which Hudson Bay serves as investment manager.

The filing shows 0 sole voting and dispositive power and 450,000 shared voting and dispositive power. It certifies the shares were acquired in the ordinary course of business and not to influence control. The Investment Manager is organized in Delaware; Mr. Gerber is a U.S. citizen and disclaims beneficial ownership. Signatures are dated August 8, 2025.

Positive

• Material disclosure: Reporting persons beneficially own 450,000 shares, representing 5.88% of UYSCU.
• Passive position certified: Filing states shares were acquired in the ordinary course and not for the purpose of changing control.

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed passive stake of 5.88% (450,000 shares) is material enough to warrant monitoring but is presented as non-control.

The Schedule 13G shows Hudson Bay Capital Management LP and Sander Gerber collectively report beneficial ownership of 450,000 ordinary shares, representing 5.88% of UY Scuti based on 7,658,348 shares outstanding. The filing reports no sole voting or dispositive power and records the position as held in the ordinary course, which is consistent with a passive investor profile. For investors, the change is noteworthy because crossing the 5% threshold triggers public disclosure obligations, but the filer explicitly disclaims intent to influence control.

Corporate Governance Expert

TL;DR: The filing documents a reportable passive stake and includes standard disclaimers that reduce governance concerns.

The joint Schedule 13G identifies Hudson Bay as investment manager to HB Strategies LLC and notes Mr. Gerber as managing member of the general partner, while Mr. Gerber disclaims beneficial ownership. The form records shared voting and dispositive power of 450,000 shares and explicitly states the securities were not acquired to change control. From a governance perspective, this is a transparent, passive disclosure rather than an activist move, but the position size is large enough to merit attention to any future amendments or Schedule 13D filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

UY Scuti Acquisition Corp.

(Name of Issuer)

Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G93Y0A104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G93Y0A104

1

Names of Reporting Persons

Hudson Bay Capital Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 450,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 450,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

450,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.88 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G93Y0A104

1

Names of Reporting Persons

Sander Gerber

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 450,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 450,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

450,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.88 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: UY Scuti Acquisition Corp.
(b)	Address of issuer's principal executive offices: 39 E. Broadway, Suite 603, New York, New York 10002
Item 2.
(a)	Name of person filing: This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)	Title of class of securities: Ordinary Shares, $0.0001 par value
(e)	CUSIP No.: G93Y0A104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 7,658,348 ordinary shares, par value $0.0001 (the "Ordinary Shares") of UY Scuti Acquisition Corporation (the "Company") outstanding as of June 26, 2025, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the Securities and Exchange Commission on July 11, 2025. The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)	Percent of class: 5.88%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4(a).
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Hudson Bay Capital Management LP

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Authorized Signatory
Date:	08/08/2025

Sander Gerber

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Individually
Date:	08/08/2025

Exhibit Information

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: August 8, 2025 HUDSON BAY CAPITAL MANAGEMENT LP By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER

FAQ

How many UYSCU shares does Hudson Bay Capital report owning?

The Schedule 13G reports beneficial ownership of 450,000 ordinary shares.

What percentage of UY Scuti does the 450,000 shares represent?

The filing states this equals 5.88% of the class based on 7,658,348 outstanding ordinary shares as of June 26, 2025.

Does Hudson Bay or Sander Gerber have sole voting or dispositive power over these shares?

No. The filing reports 0 sole voting and dispositive power and 450,000 shared voting and dispositive power.

Were the shares acquired to influence control of UY Scuti?

The certification in the filing states the securities were acquired and are held in the ordinary course of business and not to change or influence control.

When was the Schedule 13G signed and who signed it?

Signatures are dated August 8, 2025 and bear the signature of Sander Gerber as Authorized Signatory for Hudson Bay and individually.