UY Scuti Acquisition Corp美股招股说明书(2025-04-01版)

UY Scuti Acquisition Corp. 5,000,000 Units UY Scuti Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and formed for thepurpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination withone or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected anyspecific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We intend to focus our search initially on target businesses operating in Asia, and wemay consummate a business combination with an entity located in the People’s Republic of China (including Hong Kong and Macau)(the “PRC” or “China”). We will not consider or undertake an initial business combination with any target company the financialstatements of which are audited by an accounting firm that the United States Public Company Accounting Oversight Board (the“PCAOB”) is unable to inspect for two consecutive years. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share andone right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination, so you must holdrights in multiples of five (5) in order to receive shares for all of your rights upon closing of a business combination, as described inmore detail in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 750,000 units tocover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon thecompletion of our business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount described below as of two business days prior to the consummation of our business combination, including interest (whichinterest shall be net of income taxes payable) divided by the number of then issued and outstanding ordinary shares that were sold aspart of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. Eachpublic shareholder may elect to redeem their public shares irrespective of whether they vote for or against or abstain from voting onthe proposed transaction, or whether they were a public shareholder on the record date for the shareholder meeting held to approve theproposed transaction. Subject to the limitations described herein, if we are unable to complete our business combination within 12months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time toconsummate a business combination by the full amount of time, as described in more detail in this prospectus), we will redeem 100%of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, includinginterest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of income taxes payable) divided bythe number of then outstanding public shares, subject to applicable law and as further described herein. If we seek shareholderapproval of our initial business combination and we do not conduct redemptions in connection with our initial business combinationpursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a“group” (as defined under Section13 of the Exchange Act), will be restricted from redeeming its shares, without the consent of thedirectors, with respect to more than an aggregate of 15% of the shares sold in this offering. Table of contents We will have until 12 months from the closing of this offering to consummate an initial business combination. However, if weanticipate that we may not be able to consummate our initial business combination within 12 months, we may extend the period oftime to consummate a business combination up to two times, each by an additional three (3) months (for a total of up to 18 months tocomplete a business combination). The aforementioned extensions do not require shareholder approval. Pursuant to the terms of ouramended and restated memorandum and articles of association and the trust agreement entered into between us and Continental StockTransfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initialbusiness combination, our sponsor or its affiliates or designees, upon two days advance notice prior to the applicable deadline, mustdeposit into the trust account $500,000, or up to $57