UY Scuti Acquisition Corp.

03/19/2026 | Press release | Distributed by Public on 03/19/2026 13:11

Material Event (Form 8-K)

Item 8.01 Other Events.

Adjournment of Extraordinary General Meeting

On March 2, 2026, UY Scuti Acquisition Corp. (the "Company") filed a definitive proxy statement for an extraordinary general meeting (the "Extraordinary General Meeting") of its shareholders originally scheduled to be held at 10:00 a.m. Eastern Time on March 19, 2026. On March 19, 2026, the Company, without conducting any business, adjourned the Extraordinary General Meeting in order to allow additional time for the Company to solicit proxies with respect to the proposals set forth in the notice of the Extraordinary General Meeting and the accompanying proxy statement.

The Extraordinary General Meeting has been adjourned to Wednesday, March 25, 2026 at 11:00 a.m. Eastern Time and will continue to be held physically at the offices of Becker and Poliakoff, P.A., 45 Broadway, 17th Floor, New York, NY, 10006. Accordingly, the deadline for the Company's shareholders to exercise their right to redeem their ordinary shares for their pro rata portion of the funds available in the Company's trust account has been extended to March 23, 2026.

Only shareholders of record, as of the record date, February 19, 2026 (the "Record Date"), are entitled to vote at the Extraordinary General Meeting, either in person or by proxy. Proxies previously submitted in respect of the Extraordinary General Meeting will be voted at the adjourned Extraordinary General Meeting unless properly revoked, and shareholders who have previously submitted a proxy or otherwise voted need not take any further action.

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 the lesser of (i) $240,000 for all remaining Public Shares and (ii) $0.10 for each remaining Public Share into the trust account established under the Trust Agreement for each Extension Period (the "Extension Fee"), as applicable.

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 [email protected].

In connection with the revised contribution to the trust account and terms and conditions of the Charter Amendment Proposal and the Trust Amendment Proposal, the proposed amendment to the Trust Agreement annexed to the Definitive Proxy Statement is revised as set forth at Exhibit 10.1 to this Current Report on Form 8-K.

AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

The following disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company's definitive proxy statement, including any amendments or supplements thereto (the "Definitive Proxy Statement"), filed with the Securities and Exchange Commission (the "SEC") on March 2, 2026, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.

As provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the Charter Amendment Proposal and the Trust Amendment Proposal. The purpose of the supplemental disclosures is to provide information about the revised contribution to the trust account and terms and conditions in connection with the Charter Amendment Proposal and the Trust Amendment Proposal.

Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.

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