UYSC

Business Context and Reporting Period

Company: UY Scuti Acquisition Corp. (UYSCU/UYSC/UYSCR)
Filing Type: Form 10-Q (Unaudited)
Period Ended: December 31, 2025
Business Status: Cayman Islands special purpose acquisition company (SPAC) formed to effect a business combination. The Company has not commenced operations other than organizational activities and the search for a target. On July 18, 2025, the Company entered into a Merger Agreement with Isdera Group Limited (parent of Xinghui Automotive Technology) for a business combination valued at $1.0 billion.

Key Financial Metrics

Results of Operations (Nine Months Ended Dec 31, 2025):

• Operating Expenses: $1,152,209
• Interest Income (Trust Account): $1,706,108
• Net Income: $553,899
• Net Cash Used in Operating Activities: $(843,312)

Capital Structure: 5,750,000 public shares subject to redemption; 1,908,348 non-redeemable ordinary shares outstanding.

Material Changes vs. Prior Period

• Post-IPO Status: The Company consummated its Initial Public Offering (IPO) on April 1, 2025, and fully exercised the over-allotment option by April 9, 2025. This resulted in a massive increase in assets, primarily due to $57,500,000 deposited into the Trust Account.
• Profitability Shift: The Company moved from a net loss of $(131,981) for the nine months ended Dec 31, 2024, to a net income of $553,899 for the same period in 2025, driven entirely by interest income earned on the Trust Account.
• Debt Structure: The initial Promissory Note (Note I) was repaid in full upon IPO closing. A new Promissory Note II was issued to the Sponsor in September 2025, with an outstanding balance of $311,605 as of Dec 31, 2025.
• Equity Classification: Significant accretion of $5,980,052 was recorded for ordinary shares subject to redemption, increasing the temporary equity balance to $57,786,659.

Outlook, Risks, and Management Commentary

Business Combination: The Company is actively pursuing a merger with Isdera Group Limited. The transaction values Isdera at $1.0 billion, with consideration paid in newly issued shares at $10.00 per share.

Liquidity and Going Concern:

• The Company reported a working capital deficit of $340,048 as of December 31, 2025.
• Liquidity is currently supported by the Promissory Note II (up to $1,000,000 available) and funds held outside the Trust Account.
• Going Concern Warning: Management has determined that the requirement to liquidate if a business combination is not completed within 18 months of the IPO (by April 1, 2026, or October 1, 2026 with extensions) raises substantial doubt about the Company's ability to continue as a going concern.

Risks:

• Failure to complete the business combination within the prescribed timeframe will result in liquidation and redemption of public shares.
• Reliance on Sponsor loans for working capital; if the combination fails, these loans may not be repaid from Trust funds.
• Extension of the combination period requires the Sponsor to deposit $500,000 (or $575,000 with full over-allotment) per three-month extension.

Investor Verification Checklist

• Merger Agreement Status: Verify the current status of the Merger Agreement with Isdera Group Limited and any conditions precedent to closing.
• Extension Funding: Confirm the Sponsor's ability and intent to fund the $500,000 per quarter extension fees if the deal is not closed by April 1, 2026.
• Redemption Risk: Assess the likelihood of public shareholders redeeming shares, which could impact the net tangible assets required to close the deal ($5,000,001 threshold).
• Working Capital: Monitor the burn rate of the $8,849 operating cash balance against the $311,605 outstanding Promissory Note II.
• Trust Account Yield: Review the interest rate environment affecting the $59.2 million held in the Trust Account, as this impacts the redemption value per share.