ADDED
As of July 8, 2026, assuming all units have been separated, the Registrant had 5,221,060 ordinary shares outstanding.
Although each of our officers and directors is a shareholder of our sponsor; only Qunxue Yin, the sole director of our sponsor, holds voting securities in our sponsor and has the power to vote or dispose of the securities.
At the Extraordinary General Meeting, holders of our Ordinary Shares approved certain amendments to our Second Amended and Restated Memorandum and Articles of Association (the Charter Amendment Proposal ) and an amendment to our Investment Management Trust Agreement with Continental Stock Transfer Trust Company (the Trust Amendment Proposal ).
In accordance with the Trust Amendment Proposal, our shareholders approved the amendment of our Investment Management Trust Agreement to extend the period of time within which we must complete a business combination from two times, each by an additional three-month period to October 1, 2026, to a total of four times, each by an additional three-month period to April 1, 2027 (each an Extension Period ), provided that the Sponsor and/or its designees deposit $450,000 into the Trust Account for each Extension Period.
The Trust Agreement was also amended to provide that (x) if the extension fee is not timely deposited into the Trust Account, we shall have a period of thirty (30) days to pay any applicable past due payment for the extension fee and if we fail to make any applicable past due payment during the cure period, then we shall promptly liquidate the Trust Account and the property in the Trust Account shall be distributed to the public shareholders and (y) we will not withdraw any amounts out of the interest from the Trust Account to pay dissolution expenses.
As a result, approximately $25,302,078 was removed from the Trust Account to pay such holders and approximately $34,390,068 remained in the Trust Account.
Following these redemptions, we had 5,221,060 Ordinary Shares, including 3,312,712 Public Shares, outstanding.
Amendment of Sponsor Note On September 12, 2025, we issued an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor (the Sponsor 2025 Note ).
The Sponsor 2025 Note bears no interest and provided that we shall repay the principal balance on the earlier of: (i) March 31, 2026 or (ii) the date on which we consummate a business combination.
Further, at any time prior to payment of the Sponsor 2025 Note, the Sponsor may elect to convert the outstanding principal balance into units of our securities at a conversion price equal to $10.00 per unit, with each unit consisting of one ordinary share and one right to receive one-fifth of one ordinary share.
REMOVED
The registrant s units began trading on The Nasdaq Capital Market on March 31, 2025 and the registrant s ordinary shares began separate trading on the Nasdaq Capital Market on May 27, 2025.
The aggregate market value of the registrant s ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, on May 27, 2025, computed by reference to the closing price for the ordinary shares of the registrant on such date, as reported on the Nasdaq Capital Market, was $58,707,500.
As of June 26, 2025, assuming all units have been separated, the Registrant had 7,658,348 ordinary shares outstanding.
Sponsor is controlled by Guojian Zhang; and we, us, company, or our company are to UY Scuti Acquisition Corp., a Cayman Islands exempted company.
Although each of our officers and directors is a shareholder of our sponsor; only Mr.
Guojian Zhang, the sole director of our sponsor, holds voting securities in our sponsor and has the power to vote or dispose of the securities.
To date, our efforts have been limited to organizational activities as well as activities related to the offer.
As of January 3, 2025, the closing price of the ordinary shares of Big Tree Cloud Holdings Limited was $3.89.
Investment Criteria Our management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.
We will have 12 months from the closing of the initial public offering to consummate our initial business combination.