UY Scuti Acquisition Corp.

UY Scuti Acquisition Corp. is a blank check company formed as a Cayman Islands exempted company on January 18, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company has not commenced any operations nor generated any revenues to date. All activity for the period from January 18, 2024 (inception) through March 31, 2025, relates to the Company’s formation and the initial public offering described below, and since the Initial Public Offering to its search for an initial business combination. The Company is also an emerging growth company and, as such, is subject to all of the risks associated with emerging growth companies.

The Company faces intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

The Company generates no revenue and has had losses since inception from incurring formation and operating costs. The Company has relied upon the sale of its securities and loans from the Sponsor and other parties to fund its operations. The Company intends to use substantially all of the funds held in the trust account, including any amounts representing interest earned in the trust account (which interest shall be net of permitted withdrawals), if any, to complete its initial business combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of its initial business combination either in connection with a meeting of its shareholders called to approve the business combination or without a shareholder vote by means of a tender offer.

On August 2, 2024, the sponsor purchased an aggregate of 1,725,000 ordinary shares (Founder Shares) (up to 225,000 of which were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ option to purchase additional units is exercised) for an aggregate purchase price of $25,000 ¹, or approximately $0.02 ² per share. Due to a reduction in the offering size, we subsequently entered into an amended securities subscription agreement with our sponsor pursuant to which 287,500 ³ Founder Shares were cancelled such that our sponsor now owns an aggregate of 1,437,500 ⁴ Founder Shares, of which, up to 187,500 ⁵ shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. As the over-allotment option was exercised in full, none of the Founder Shares were forfeited. In three closings on April 1, 2025, April 7, 2025, and April 9, 2025, the Company sold an aggregate 5,750,000 ⁶ Units at a price of $10.00 ⁷ per Unit for a total of $57,500,000 ⁸ (including 750,000 ⁹ Units from the exercise of the underwriters’ over-allotment option). Each Unit consists of one ordinary share, par value $0.0001 ¹⁰ per share, and one right to receive one-fifth (1/5th) of one ordinary share upon the consummation of the Company’s initial business combination. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement of 240,848 ¹¹ Placement Units, each Placement Unit consisting of one ordinary share and one right to receive one-fifth (1/5th) of one ordinary share, to the Sponsor at a price of $10.00 ¹² per Placement Unit, generating total proceeds of $2,408,480 ¹³. The net proceeds from the Initial Public Offering, together with certain of the proceeds from the private placement, totaling $57,500,000 ¹⁴ in the aggregate, were placed in a trust account with Continental Stock Transfer & Trust Company established for the benefit of the Company’s public shareholders.

On July 18, 2025, we entered into an Agreement and Plan of Merger with Isdera Group Limited, a Cayman Islands company, a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd., a company in the business of designing automobiles in the People’s Republic of China. The aggregate consideration to be paid to Isdera shareholders for the Acquisition Merger is such number of newly issued Purchaser Ordinary Shares determined by dividing the net value of Isdera, which was agreed to be $1,000,000,000 ¹⁵, by $10.00 ¹⁶ per share. On September 12, 2025, we issued an unsecured promissory note in the principal amount of up to $1,000,000 ¹⁷ to the Sponsor. On March 31, 2026, we held an extraordinary general meeting of shareholders. At the Extraordinary General Meeting, holders of our Ordinary Shares approved certain amendments to our Second Amended and Restated Memorandum and Articles of Association and an amendment to our Investment Management Trust Agreement. In connection with the shareholder votes at the Extraordinary General Meeting, holders of 2,437,288 ¹⁸ Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.38 ¹⁹ per share. As a result, approximately $25,302,078 ²⁰ was removed from the Trust Account to pay such holders and approximately $34,390,068 ²¹ remained in the Trust Account. Following these redemptions, we had 5,221,060 ²² Ordinary Shares, including 3,312,712 ²³ Public Shares, outstanding. Effective as of March 31, 2026, Sun Peisha, an individual and the designee of the Sponsor, loaned UYSC the aggregate amount of $450,000 ²⁴, which sum was deposited into the Trust Account in order to extend the time that we have to consummate a business combination for the first three-month extension period. On June 30, 2026, we caused an additional amount of $450,000 ²⁵ to be deposited into the Trust Account in order to further extend the time that we have to consummate our initial business combination to October 1, 2026. The second extension payment was loaned to us by Isdera HK Limited, an affiliate of Isdera Group.

As of March 31, 2026, we had $8,846 ²⁶ in cash and cash equivalents, a working capital deficit of $1,052,099 ²⁷ and shareholders’ deficit of $1,036,501 ²⁸. For the fiscal year ended March 31, 2026, we had an accumulated deficit of $2,027,528 ²⁹ and negative cash flow from operating activities of $843,315 ³⁰. We presently have no revenue and have had losses since the inception from incurring formation and operating costs.

The Company intends to effectuate its initial business combination using cash from the proceeds of the initial public offering and the private placement of the private placement units, the proceeds of the sale of its shares in connection with its initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. The Company may seek to complete its initial business combination with a company or business that may be financially unstable or in its early stages of development or growth. The Company will primarily seek to acquire one or more growth businesses with a total enterprise value of between $200,000,000 ³¹ and $400,000,000 ³². The Company currently does not intend to acquire either a start-up company or a company with negative cash flow. The Company intends to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow.

The Company has entered into the Merger Agreement with Isdera Group Limited, with the aggregate consideration to be paid to Isdera shareholders determined by dividing the net value of Isdera, which was agreed to be $1,000,000,000 ³³, by $10.00 ³⁴ per share. The Merger Agreement may be terminated by either party if the closing has not occurred by December 31, 2026 ³⁵. The Company may also seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of its initial business combination. The Company may pursue an initial business combination in any business or industry but expects to focus on a target in an industry where it believes its management team and Founder’s expertise will provide it with a competitive advantage.

The filing does not contain specific margin or cost outlook targets.

The Company currently maintains its executive offices at 39 E Broadway, Suite 603, New York, NY 10002. The cost for this space is included in the $10,000 ³⁶ per month fee that we will pay an affiliate of our sponsor for office space, administrative and support services. The Company currently has three executive officers. Members of the management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The filing does not specify R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy with exact figures.

The Company may not be able to complete its initial business combination within the Prescribed Time Frame, which currently contemplates that we consummate our initial business combination with 24 months from the closing of our IPO (assuming we extend the period of time to consummate a business combination in full). If we are unable to consummate our initial business combination within the Prescribed Time Frame, we will distribute the aggregate amount then on deposit in the trust account (less the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. The Company faces intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these competitors possess greater financial, technical, human and other resources than us.

A majority of the Company's executive officers and directors are located in or have significant ties to China, which may subject the Company to further risks. The PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. If we decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined company may face various legal and operational risks and uncertainties after the business combination. The Company will not consider or undertake an initial business combination with any company which financial statements are audited by an accounting firm that the PCAOB is unable to inspect for two consecutive years.

The Company has no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. As of March 31, 2026, we had $8,846 ³⁷ in cash and cash equivalents, a working capital deficit of $1,052,099 ³⁸ and shareholders’ deficit of $1,036,501 ³⁹, and our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. If we are unable to complete our initial business combination within the Prescribed Time Frame, our public shareholders may only receive approximately $10.00 ⁴⁰ per share, or less in certain circumstances, on our redemption, and our rights will expire worthless. The fact that our sponsor has substantial ties with a non-U.S. person could impact our ability to complete our initial business combination, as any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to CFIUS review. A majority of our executive officers and directors being located in or having significant ties to China may subject us to further risks, including that the PRC government may intervene with or influence the combined company’s operations as the government deems appropriate to further regulatory, political and societal goals.

The overall tone of management's message emphasizes the Company's status as a blank check company with no operating history and no revenues, and the focus on completing an initial business combination within the Prescribed Time Frame. Management highlights the experience of its team, stating that collectively, its officers and directors have decades of experience in operating companies. The key strategic priorities emphasized are: (1) identifying and consummating an initial business combination, with a focus on middle-market growth businesses with a total enterprise value of between $200,000,000 ⁴¹ and $400,000,000 ⁴²; (2) leveraging the strength of the management team and its network of contacts to source potential acquisition opportunities; and (3) completing the Isdera Business Combination, with the aggregate consideration to be paid to Isdera shareholders determined by dividing the net value of Isdera, which was agreed to be $1,000,000,000 ⁴³, by $10.00 ⁴⁴ per share. Management also notes that the Company may extend the period of time to consummate a business combination up to four times, each by an additional three months, subject to the sponsor depositing $450,000 ⁴⁵ into the Trust Account for each extension period.