{"url_path":"/sec/uysc/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036973/0001185185-26-002932-index.html","accession_number":"0001185185-26-002932","cik":"0002036973","ticker":"UYSC","issuer_name":"UY Scuti Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036973/0001185185-26-002932-index.html","primary_entity_key":"0002036973","primary_entity_name":"UY Scuti Acquisition Corp."},"word_count":619,"has_tables":true,"body_markdown":"**Item\n11. EXECUTIVE COMPENSATION.**\n\n \n\nNo\nexecutive officer has received any cash compensation for services rendered to us during the year ended March 31, 2026.\n\n \n\nNo\ncompensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members\nof our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of,\nour initial business combination (regardless of the type of transaction that it is). Directors, officers and founders will receive reimbursement\nfor any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses,\nperforming business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices,\nplants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket\nexpenses reimbursable by us.\n\n \n\nAfter\ncompletion of our initial business combination, members of our management team who remain with us may be paid employment, consulting,\nmanagement or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then\nknown, in the proxy solicitation materials furnished to our shareholders. The amount of such compensation may not be known at the time\nof a shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination\nbusiness to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of\nits determination in an Exchange Act filing such as Current Report on Form 8-K, as required by the SEC.\n\n \n\n**Policies\nand Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information**\n\n \n\nWe\ndo not grant equity awards to our executive officers or other employees of the Company and therefore do not have a policy regarding the\ntiming of grants of option awards in relation to the disclosure of material non-public information by the Company.\n\n \n\n**Compensation\nRecovery and Clawback Policy**\n\n \n\nUnder\nthe Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid\nincentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct\nnational stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if we are found\nto have misstated its financial results. We have adopted our Executive Compensation Clawback Policy (the “Clawback Policy”)\nin order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in the Nasdaq\nListing Rule 5608 (the “Final Clawback Rules”).\n\n \n\nThe\nClawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive\nofficers as defined in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement,\nin accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged\nin misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our board\nof directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the\nthree completed fiscal years preceding the date on which we are required to prepare an accounting restatement. The foregoing description\nof the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy,\na copy of which is attached hereto as Exhibit 97.1 and is incorporated herein by reference."}