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UY Scuti Acquisition Corp.

For the period ended Mar 25, 2026. Filed Mar 27, 2026.

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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Mar 25, 2026 · Filed Mar 27, 2026

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UYSC$11.04+0.4%Stored close · as of Nov 5, 2026
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Amendment and Supplement to the Definitive Proxy Statement

At the Extraordinary General Meeting, the Company has proposed, among other matters, to (i) amend its Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) to permit the Company to elect to extend the period of time within which it must consummate a business combination up to four (4) times, each by an additional three-month extension (each an “Extension Period”), for a total of up to 12 months until April 1, 2027 (such proposal, the “Charter Amendment Proposal”) and (ii) amend the Investment Management Trust Agreement dated March 31, 2025 between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”) to revise the amount required to be contributed into the trust account established pursuant to the Trust Agreement in connection with an extension of the time period within which to complete a business combination (the “Trust Amendment Proposal”).

In connection with the Charter Amendment Proposal and Trust Amendment Proposal, the Company has revised the terms and conditions as described in the definitive proxy statement, as follows:

●If the Charter Amendment Proposal and Trust Amendment Proposal are approved, for each Extension Period, the Sponsor and/or its designees shall deposit $450,000 into the trust account established under the Trust Agreement for each Extension Period (the “Extension Fee”), as applicable.
●If the Charter Amendment Proposal and Trust Amendment Proposal are approved, the Trust Agreement will be amended to provide that if the revised extension fee is not timely deposited into the trust account, the Company shall have a period of thirty (30) days to pay any applicable past due payment for the extension fee. If the Company fails to make any applicable past due payment during the cure period, then the Company shall promptly liquidate the trust account and the property in the trust account shall be distributed to the public shareholders.
●If the Charter Amendment Proposal and Trust Amendment Proposal are approved, the Trust Agreement will be amended to provide that the Company will not withdraw any amounts out of the interest from the trust account to pay its dissolution expenses.

In addition, if the Company extends the time period within which to consummate a business combination and contributes the revised extension fee to the trust account in connection with such election, it intends to file a Current Report on Form 8-K to disclose such event. Further, if the shareholders approve the Charter Amendment Proposal and the Trust Amendment Proposal, the Company would not seek another shareholder vote to approve a further change to the terms and conditions concerning extending the time period within which to consummate a business combination.

Accordingly, the Company has determined to amend and supplement the Definitive Proxy Statement as described in this current report on Form 8-K (the “Current Report”).

The Company’s shareholders who have questions regarding the revised terms, the Extraordinary General Meeting, or would like to request documents may contact the Company’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.

In connection with the revised contribution to the trust account and terms and conditions of the Charter Amendment Proposal and the Trust Amendment Proposal, (i) the proposed amendment to the Charter annexed to the Definitive Proxy Statement as revised, is set forth at Exhibit 99.1 to this Current Report on Form 8-K and (ii) the proposed amendment to the Trust Agreement annexed to the Definitive Proxy Statement, as revised, is set forth at Exhibit 99.2 to this Current Report on Form 8-K.

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