UY Scuti Acquisition Corp.

UY Scuti Acquisition Corp.

Company status and purpose

• Cayman Islands exempted company formed as a blank-check (SPAC) vehicle to pursue an initial business combination.
• The company has not generated revenues.

Structure and financing

• Sponsor: UY Scuti Investments Limited (British Virgin Islands).
• Founder shares: 1,437,500 (initially 1,725,000 issued; 287,500 canceled).
• IPO: 5,750,000 Units sold at $10.00 per Unit in four closings (Apr 1, 2025; Apr 7, 2025; Apr 9, 2025; plus 750,000 Units from the underwriters’ option).
• Private placement: 240,848 Placement Units sold to the Sponsor at $10.00 per Placement Unit.
• Trust proceeds: $57,500,000 net placed in the trust account for the benefit of public shareholders.
• Trading symbols (post-IPO): Ordinary shares — UYSC; Rights — UYSCR; Units — UYSCU (units may be separated into shares and rights at the option of IPO holders).

Current operations and staffing

• Three executive officers.
• No ongoing operations or revenues.

Financial position (as of March 31, 2026)

• Cash and cash equivalents: $8,846
• Working capital deficit: $(1,052,099)
• Shareholders’ deficit: $(1,036,501)
• Accumulated deficit for the year ended March 31, 2026: $(2,027,528)
• Net cash used in operating activities (year ended March 31, 2026): $(843,315)
• The independent auditor’s report expresses substantial doubt about the company’s ability to continue as a going concern.

Planned use of funds and extension mechanisms

• Trust account funds are intended to finance the initial business combination and permit redemptions by public shareholders.
• The SPAC may obtain up to four 3-month extensions (potentially up to 24 months from the IPO) to complete a business combination. Each extension is conditioned on the Sponsor depositing $450,000 into the trust.
• Extension-related financings include notes and deposits (for example, an Extension Note for $450,000 that converts into units upon consummation of a business combination, and additional deposits to extend the combination deadline to October 1, 2026).

Isdera Business Combination (planned target)

• Merger Agreement entered July 18, 2025, with Isdera Group Limited and related parties to pursue the Isdera Business Combination (including a SPAC Merger and an Acquisition Merger).
• Target operating company: Xinghui Automotive Technology (Hainan) Co., Ltd., a motor vehicle design business in China.
• Transaction structure at closing:
  • The SPAC would merge with Purchaser.
  • A subsequent Acquisition Merger would merge Merger Sub with Isdera.
  • Post-closing, Purchaser would issue new Purchaser Class A/B shares and rights to Isdera shareholders.
• Consideration: Structured around a $1,000,000,000 target valuation, with aggregate Closing Payment Shares equal to $1,000,000,000 divided by $10.00 per share.
• Closing conditions include customary regulatory approvals, Nasdaq listing continuance, and approvals by Isdera and its principal shareholders.
• Ancillary arrangements include registration rights, lock-ups, pre-closing covenants, “no shop” provisions, and termination rights if conditions are not met.

Other considerations and risks

• The company may pursue targets across industries and geographies, including China-based targets, which introduce heightened regulatory and geopolitical risk.
• The Isdera transaction could materially affect the company’s governance, structure, and accounting treatment, including potential consolidation and changes in post-transaction ownership and control.

Key numerical highlights

• Founder shares: 1,437,500
• IPO Units: 5,750,000
• Placement Units: 240,848
• Trust proceeds: $57,500,000
• Executive officers: 3
• 2026 financials (as of 3/31/2026):
  • Cash: $8,846
  • Working capital deficit: $(1,052,099)
  • Shareholders’ deficit: $(1,036,501)
  • Accumulated deficit (year): $(2,027,528)
  • Net cash used in operations: $(843,315)
• Auditor: substantial doubt about ability to continue as a going concern.

Corporate and regulatory context

• Jurisdiction: Cayman Islands. U.S. office: 39 E Broadway, Suite 603, New York, NY 10002.
• SEC status: Registered with the SEC; files periodic reports; designated an emerging growth company and a smaller reporting company.
• Nasdaq ticker references for ordinary shares, rights, and units: UYSC, UYSCR, UYSCU (pending completion of the Isdera Business Combination).