UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-42577

UY Scuti Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

39 E. Broadway, Suite 603

New York, New York 10002

(Address of principal executive offices)

(412) 947-0514

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.0001 par value, and one right	UYSCU	The Nasdaq Stock Market LLC
Ordinary Shares, $0.0001 par value	UYSC	The Nasdaq Stock Market LLC
Rights to receive one-fifth (1/5^th) of one Ordinary Share	UYSCR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of December 31, 2025, assuming all units have been separated, the registrant had 7,658,348 ordinary shares, $0.0001 par value per share, issued and outstanding.

UY SCUTI ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Balance Sheets (Unaudited)		1
Statements of Operations and Comprehensive Income and Loss (Unaudited)		2
Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)		3
Statements of Cash Flows (Unaudited)		4
Notes to Unaudited Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		26
Item 4. Controls and Procedures		26

Part II. Other Information		27
Item 1. Legal Proceedings		27
Item 1A. Risk Factors		27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 3. Defaults Upon Senior Securities		28
Item 4. Mine Safety Disclosures		28
Item 5. Other Information		28
Item 6. Exhibits		28

Part III. Signatures		29

	December 31 2025		March 31, 2025
	(Unaudited)		(Audited)
Assets
Cash and cash equivalents	$	8,849	$	17,221
Prepaid expenses		92,708		-
Deferred offering costs		-		222,095
Total Current Assets	$	101,557	$	239,316

Non-current asset
Cash held in Trust Account		59,206,108		-
Total non-current Asset	$	59,206,108	$	-

Total Assets	$	59,307,665	$	239,316

Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accrued expenses		40,000		40,000
Due to Sponsor		90,000		-
Promissory Note - related party		311,605		337,584
Total Current Liabilities	$	441,605	$	377,584

Commitments and Contingencies

Ordinary shares subject to possible redemption, 5,750,000 and nil shares issued and outstanding at redemption value of $10.30 and nil as of December 31, 2025 and March 31, 2025, respectively.		57,786,659		-

Shareholders’ Equity (Deficit)
Preference shares, $0.0001 par value; 10,000,000 shares authorized; nil and nil shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively.		-		-
Ordinary shares, $0.0001 par value; 490,000,000 shares authorized; 1,908,348 and 1,437,500 shares issued and outstanding (excluding 5,750,000 shares subject to redemption) as of December 31, 2025 and March 31, 2025, respectively*.		191		144
Additional paid-in capital		688,579		24,856
Retained earnings (accumulated deficit)		390,631		(163,268	)
Total Shareholders’ Equity (Deficit)		1,079,401		(138,268	)
Total Liabilities and Shareholders’ Equity (Deficit)	$	59,307,665	$	239,316

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Operating expenses	$	477,744		$	52,145		$	1,152,209		$	131,981
Loss from Operations	$	(477,744	)	$	(52,145	)	$	(1,152,209	)	$	(131,981	)
Other income:
Interest earned on cash held in Trust Account		547,573			-			1,706,108			-
Income (loss) before income taxes		69,829			(52,145	)		553,899			(131,981	)
Income taxes expense		-			-			-			-
Net income (loss)	$	69,829		$	(52,145	)	$	553,899		$	(131,981	)

Other comprehensive income	$	-		$	-		$	-		$	-
Comprehensive income (loss)	$	69,829		$	(52,145	)	$	553,899		$	(131,981	)

Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares		1,908,348			1,250,000			1,907,232			1,250,000
Basic and diluted net loss per ordinary share, non-redeemable ordinary shares	$	(0.25	)	$	(0.04	)	$	(0.71	)	$	(0.11	)
Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares		5,750,000			-			5,730,713			-
Basic and diluted net loss per ordinary share, redeemable ordinary shares	$	0.10		$	-		$	0.33		$	-

	For the Three and Nine months Ended December 31, 2025
					Additional			Retained earnings			Total Shareholders’
	Ordinary Shares				Paid-in			(Accumulated			Equity
	Shares		Amount		Capital			Deficit)			(Deficit)
Balance as of March 31, 2025 (Audited)		1,437,500	$	144	$	24,856		$	(163,268	)	$	(138,268	)
Proceeds allocated to Public Rights		-		-		5,387,388			-			5,387,388
Sale of private placement shares		240,848		24		2,408,456			-			2,408,480
Issuance of representative shares		230,000		23		2,112,577			-			2,112,600
Underwriters’ discount and other offering expenses		-		-		(3,264,646	)		-			(3,264,646	)
Accretion of ordinary share subject to redemption value		-		-		(1,970,381	)		-			(1,970,381	)
Net income		-		-		-			332,078			332,078
Balance as of June 30, 2025 (Unaudited)		1,908,348	$	191	$	4,698,250		$	168,810		$	4,867,251
Accretion of ordinary share subject to redemption value		-		-		(2,027,051	)		-			(2,027,051	)
Net income		-		-		-			151,992			151,992
Balance as of September 30, 2025 (Unaudited)		1,908,348	$	191	$	2,671,199		$	320,802		$	2,992,192
Accretion of ordinary share subject to redemption value		-		-		(1,982,620	)		-			(1,982,620	)
Net income		-		-		-			69,829			69,829
Balance as of December 31, 2025 (Unaudited)		1,908,348	$	191	$	688,579		$	390,631		$	1,079,401

	For the Three and Nine Months Ended December 31, 2024
	Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’ Equity
	Shares		Amount		Capital		Deficit			(Deficit)
Balance as of March 31, 2024		1,437,500	$	144	$	24,856	$	(6,748	)	$	18,252
Net loss		-		-		-		(30,000	)		(30,000	)
Balance as of June 30, 2024 (Unaudited)		1,437,500	$	144	$	24,856	$	(36,748	)	$	(11,748	)
Net loss		-		-		-		(49,836	)		(49,836	)
Balance as of September 30, 2024 (Unaudited)		1,437,500	$	144	$	24,856	$	(86,584	)	$	(61,584	)
Net loss		-		-		-		(52,145	)		(52,145	)
Balance as of December 31, 2024 (Unaudited)		1,437,500	$	144	$	24,856	$	(138,729	)	$	(113,729	)

Gross proceeds	$	57,500,000
Less:
Proceeds allocated to public rights		(5,387,388	)
Offering costs allocated to redeemable shares		(306,005	)
Plus:
Accretion of carrying value to redemption value		5,980,052
Ordinary shares subject to possible redemption as of December 31, 2025 (Unaudited)	$	57,786,659

	For the Three Months Ended			For the Three Months Ended
	December 31, 2025			December 31, 2024
	(Unaudited)			(Unaudited)
Net income (loss)	$	69,829		$	(52,145	)
Less: Accretion of redeemable ordinary shares to redemption value		(1,982,620	)		-
Net loss including accretion of redeemable ordinary shares to redemption value	$	(1,912,791	)	$	(52,145	)

	For the Nine Months Ended			For the Nine Months Ended
	December 31, 2025			December 31, 2024
	(Unaudited)			(Unaudited)
Net income (loss)	$	553,899		$	(131,981	)
Less: Accretion of redeemable ordinary shares to redemption value		(5,980,052	)		-
Net loss including accretion of redeemable ordinary shares to redemption value	$	(5,426,153	)	$	(131,981	)

	For the Three Months Ended December 31, 2025						For the Three Months Ended December 31, 2024
	Redeemable Ordinary Share			Non- Redeemable Ordinary Share			Redeemable Ordinary Share		Non- Redeemable Ordinary Share
	(Unaudited)						(Unaudited)
Numerators:
Allocation of net loss	$	(1,436,152	)	$	(476,639	)	$	-	$	(52,145	)
Accretion of redeemable ordinary shares to redemption value		1,982,620			-			-		-
Allocation of net income (loss)	$	546,468		$	(476,639	)	$	-	$	-
Denominators:
Weighted-average ordinary shares outstanding		5,750,000			1,908,348			-		1,250,000
Basic and diluted earnings (loss) per share	$	0.10		$	(0.25	)	$	-	$	(0.04	)

	For the Nine Months Ended December 31, 2025						For the Nine Months Ended December 31, 2024
	Redeemable Ordinary Share			Non- Redeemable Ordinary Share			Redeemable Ordinary Share		Non- Redeemable Ordinary Share
	(Unaudited)						(Unaudited)
Numerators:
Allocation of net loss	$	(4,071,216	)	$	(1,354,937	)	$	-	$	(131,981	)
Accretion of redeemable ordinary shares to redemption value		5,980,052			-			-		-
Allocation of net income (loss)	$	1,908,836			(1,354,937	)	$	-	$	(131,981	)
Denominators:
Weighted-average ordinary shares outstanding		5,730,713			1,907,232			-		1,250,000
Basic and diluted earnings (loss) per share	$	0.33		$	(0.71	)		-	$	(0.11	)

	December 31, 2025		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Cash held in trust account	$	59,206,108	$	59,206,108	$	-	$	-

	●	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

	●	Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

	●	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

*	Filed herewith.
**	Furnished.
†	Certain exhibits and schedules, have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish a supplemental copy of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment for any such exhibits or schedules so furnished.

	UY SCUTI ACQUISITION CORP.

Date: February 3, 2026		/s/ Jialuan Ma
	Name:	Jialuan Ma
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: February 3, 2026		/s/ Shaokang Lu
	Name:	Shaokang Lu
	Title:	Chief Financial Officer (Principal Financial Officer)

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2025		2024		2025		2024
	(Unaudited)				(Unaudited)
Operating expenses	$	477,744	$	52,145	$	1,152,209	$	131,981
Interest earned on cash held in Trust Account	$	547,573	$	-	$	1,706,108	$	-

No.		Description of Exhibit
2.1 †		Merger Agreement, dated July 18, 2025, by and among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co., Ltd, and UY Scuti Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 24, 2025).
10.1		Parent Shareholder Lock-Up and Support Agreement, dated dated July 18, 2025, by and among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co., Ltd, and UY Scuti Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 24, 2025.
10.2		Promissory Note issued September 12, 2025 to Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 17, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

SEC Form 10-Q filed by UY Scuti Acquisition Corp.