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UY Scuti Acquisition Corp.

For the period ended Mar 31, 2026. Filed Jul 14, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Jul 14, 2026

UYSC$11.040.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 15. Exhibits and Financial Statement Schedules

Item 15.Exhibits, Financial Statement Schedules

(1)The Financial statements listed on the Financial Statements Table of Contents
CONTENTSPAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 3487)F-2
BALANCE SHEETS AS OF MARCH 31, 2026 AND 2025F-3
STATEMENTS OF OPERATIONS FOR FISCAL YEAR ENDED MARCH 31, 2026 AND 2025F-4
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE FISCAL YEARS ENDED MARCH 31, 2026 AND 2025F-5
STATEMENTS OF CASH FLOWS FOR FISCAL YEAR ENDED MARCH 31, 2026 AND 2025F-6
NOTES TO THE FINANCIAL STATEMENTSF-7
Exhibit No.Description
1.1Underwriting Agreement between Registrant and Maxim Group LLC.(1)
2.1Merger 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). †
3.1Second Amended and Restated Memorandum and Articles of Association.(1).
3.2Amendments to Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 6, 2026).
4.1Specimen Unit Certificate(2)
4.2Specimen Ordinary Share Certificate(2)
4.3Specimen Right Certificate(2)
4.4Rights Agreement between Continental and the Registrant, dated as of March 31, 2025.(1)
4.5Description of Registrant’s Securities*
10.1Letter Agreement among the Registrant, and its officers, directors, Maxim Group LLC and UY Scuti Investments Limited, dated as of March 31, 2025(1).
10.2Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant, dated as of March 31, 2025.(1)
10.3Registration Rights Agreement between the Registrant and certain security holders, dated as of March 31, 2025(1).
10.4Securities Subscription Agreement, dated August 2, 2024, between the Registrant and UY Scuti Investments Limited. (2)
10.5Amended Securities Subscription Agreement between the Registrant and UY Scuti Investments Limited(2).
10.6Private Placement Units Purchase Agreement between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025.(1).
10.7Indemnity Agreement dated as of March 31, 2025 between the Company, its officers and directors(1)
10.8Administrative Services Agreement, by and between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025(1).
10.9Amended Securities Subscription Agreement, dated December 2, 2024, between the Registrant and UY Scuti Investments Limited(2).
10.10Parent Shareholder Lock-Up and Support 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 10.1 to the Current Report on Form 8-K filed on July 24, 2025.
10.11Promissory 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).
10.12Amendment to Investment Management and Trust Agreement between UY Scuti Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2026).
10.13Amended Note issued to UY Scuti Investments, Ltd. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 6, 2026).
10.14First Extension Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 29, 2026).
14.1Form of Code of Ethics(2)
19.1Insider Trading Policy (3)
31.1Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1Certification 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**
32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
97.1Clawback Policy(2)
101.INSXBRL Instance Document.*
101.SCHXBRL Schema Document.*
101.CALXBRL Calculation Linkbase Document.*
101.DEFXBRL Definition Linkbase Document.*
101.LABXBRL Label Linkbase Document.*
101.PREXBRL Presentation Linkbase Document.*
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.
(1)Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 4, 2025.
(2)Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 11, 2025.
(3)Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
†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.
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