Part I [Business](index=7&type=section&id=Item%201.%20Business) UY Scuti Acquisition Corp. is a blank check company seeking a business combination, with management's China ties introducing specific risks - The company is a blank check company formed for the purpose of effecting a business combination and has not commenced any operations or generated any revenue to date[21](index=21&type=chunk) Initial Public Offering (IPO) and Private Placement Details | Item | Details | | :--- | :--- | | **IPO Units Sold** | 5,750,000 Units (including over-allotment) | | **Price per Unit** | $10.00 | | **Total IPO Proceeds** | $57,500,000 | | **Private Placement Units** | 240,848 Units to Sponsor | | **Private Placement Proceeds** | $2,408,480 | | **Amount in Trust Account** | $57,500,000 | - The company's business strategy is to target one or more growth businesses with a total enterprise value between **$200 million** and **$400 million**, focusing on strong management teams and potential for free cash flow generation[30](index=30&type=chunk) - The company has 12 months from the IPO closing to consummate a business combination, which can be extended up to two times by three months each (total 18 months), provided the sponsor deposits **$575,000** into the trust account for each extension[49](index=49&type=chunk) - A majority of the company's executive officers and directors are located in or have significant ties to China, which may lead to increased legal and operational risks, especially if the company pursues a business combination with a China-based target. These risks include potential PRC government intervention and compliance with cybersecurity and data privacy laws[115](index=115&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) The company faces inherent SPAC risks, including lack of operating history, competition, conflicts of interest, and significant regulatory challenges, especially those related to its management's ties to China - The company has no operating history or revenues, making it difficult for investors to evaluate its ability to achieve its business objective[151](index=151&type=chunk) - A majority of the company's executive officers and directors have significant ties to China, which may subject the company to risks related to PRC laws, regulations, and potential government intervention, which could hinder its ability to offer securities or cause their value to decline[160](index=160&type=chunk) - The company faces the risk of being deemed an investment company under the Investment Company Act, which could force it to liquidate. To mitigate this, the company may liquidate securities in the trust account and hold cash, which would reduce interest income[202](index=202&type=chunk)[204](index=204&type=chunk)[207](index=207&type=chunk) - The sponsor's founder shares and private placement units will be worthless if a business combination is not completed, creating a conflict of interest that may incentivize them to complete a transaction that is not in the best interest of public shareholders[354](index=354&type=chunk)[356](index=356&type=chunk) - If a business combination with a China-based entity is pursued, the combined company would face significant risks related to PRC regulations, including cybersecurity reviews by the CAC, potential CSRC filing requirements for overseas listings, and the enforceability of judgments[275](index=275&type=chunk)[280](index=280&type=chunk)[295](index=295&type=chunk) - The company will not acquire a target whose financial statements are audited by a firm that the PCAOB is unable to inspect for two consecutive years. However, risks remain regarding future regulatory changes under the HFCAA that could lead to delisting if the combined company's auditor becomes non-inspectable[251](index=251&type=chunk)[254](index=254&type=chunk)[257](index=257&type=chunk) [Unresolved Staff Comments](index=116&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[426](index=426&type=chunk) [Cybersecurity](index=116&type=section&id=Item%201C.%20Cybersecurity) As a blank check company, it has no formal cybersecurity program, but its board oversees risks, with no material incidents reported - The company, being a blank check entity, does not consider itself to have significant cybersecurity risk and has not implemented a formal cybersecurity program[426](index=426&type=chunk) - The board of directors is responsible for the oversight of cybersecurity risks. As of the report date, no material cybersecurity incidents have affected the company[427](index=427&type=chunk) [Properties](index=116&type=section&id=Item%202.%20Properties) The company uses leased office space in New York, with costs covered by a monthly administrative fee to a sponsor affiliate - The company's main office is at 39 E Broadway, Suite 603, New York, New York. The rent is part of a **$10,000** monthly administrative services fee paid to a sponsor affiliate[428](index=428&type=chunk)[106](index=106&type=chunk) [Legal Proceedings](index=116&type=section&id=Item%203.%20Legal%20Proceedings) As of March 31, 2025, no material litigation, arbitration, or governmental proceedings are pending against the company or its management - There is no material litigation, arbitration or governmental proceeding currently pending against the company or its management team[429](index=429&type=chunk) [Mine Safety Disclosures](index=116&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[430](index=430&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=117&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities trade on Nasdaq, with **7,658,348** ordinary shares outstanding, and IPO proceeds of **$57.5 million** held in trust - The company's securities trade on The Nasdaq Capital Market: Units (UYSCU), Ordinary Shares (UYSC), and Rights (UYSCR)[432](index=432&type=chunk) - As of June 26, 2025, there were **7,658,348** ordinary shares issued and outstanding[433](index=433&type=chunk) - The company has not paid and does not intend to pay cash dividends prior to completing an initial business combination[434](index=434&type=chunk) - Gross proceeds from the IPO and private placement totaled **$59,908,480**, with **$57,500,000** placed in a trust account. Transaction costs amounted to **$3,019,884**[439](index=439&type=chunk)[440](index=440&type=chunk)[441](index=441&type=chunk) [Reserved](index=118&type=section&id=ITEM%206.%20RESERVED) This item is not applicable [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=119&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The pre-operational blank check company reported a **$156,520** net loss and a **$138,268** working capital deficit, with going concern doubts due to mandatory liquidation risk Financial Highlights | Metric | For the fiscal year ended March 31, 2025 | | :--- | :--- | | **Net Loss** | $156,520 | | **Cash and Cash Equivalents (as of Mar 31, 2025)** | $17,221 | | **Working Capital Deficit (as of Mar 31, 2025)** | $138,268 | | **Shareholders' Deficit (as of Mar 31, 2025)** | $163,268 | - Management has determined that the mandatory liquidation requirement if a business combination is not completed raises substantial doubt about the company's ability to continue as a going concern[454](index=454&type=chunk)[463](index=463&type=chunk) - Prior to the IPO, liquidity was satisfied by a **$25,000** payment for founder shares and a **$500,000** loan from the Sponsor, which was repaid upon the IPO's closing[455](index=455&type=chunk) - The company has no off-balance sheet arrangements. Its primary contractual obligation is a **$10,000** monthly fee to a Sponsor affiliate for administrative services, which began on April 1, 2025[465](index=465&type=chunk)[466](index=466&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=127&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has no material interest rate risk exposure, as trust account proceeds are invested in short-term U.S. government obligations - The company believes there is no material exposure to interest rate risk due to the short-term nature of the investments held in the trust account, which consist of U.S. government treasury bills or money market funds investing in such obligations[480](index=480&type=chunk) [Financial Statements and Supplementary Data](index=127&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates the company's financial statements and related notes by reference, located at the end of the report - This item refers to the full financial statements which appear after Item 15 of the report[481](index=481&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=127&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting principles, financial disclosure, or auditing scope - None[482](index=482&type=chunk) [Controls and Procedures](index=127&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded disclosure controls were effective as of March 31, 2025, with no material changes to internal controls during the last quarter - Management concluded that disclosure controls and procedures were effective as of March 31, 2025[483](index=483&type=chunk) - The annual report does not include a management assessment of internal control over financial reporting, as allowed for newly public companies[485](index=485&type=chunk) - No material changes to internal control over financial reporting occurred during the last fiscal quarter[486](index=486&type=chunk) [Other Information](index=127&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 or other non-Rule 10b5-1 trading arrangements - No director or officer adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements[487](index=487&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=127&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[488](index=488&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=128&type=section&id=Item%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) This section details the company's executive officers and five-member board, including independent committees, and discloses significant conflicts of interest - The company's executive team includes Jialuan Ma (CEO), Shaokang Lu (CFO), and Jiawen Zhao (CIO)[490](index=490&type=chunk) - The Board of Directors has five members, with three determined to be independent (Yan Liang, Sze Wai Lee, Daniel John Paul Peart), satisfying NASDAQ requirements[500](index=500&type=chunk) - The Board has three standing committees: Audit, Compensation, and Nominating, all composed of independent directors[504](index=504&type=chunk) - The company has adopted a Code of Ethics and an Insider Trading Policy[515](index=515&type=chunk)[516](index=516&type=chunk) - Significant conflicts of interest are disclosed, stemming from officers' and directors' obligations to other entities and the financial incentive for the sponsor to complete a business combination, as their investment would be worthless otherwise[519](index=519&type=chunk)[523](index=523&type=chunk)[528](index=528&type=chunk) [Executive Compensation](index=141&type=section&id=Item%2011.%20EXECUTIVE%20COMPENSATION.) No executive officers received cash compensation for FY2025, with administrative services paid to a sponsor affiliate, and a clawback policy adopted for incentive compensation - No executive officer received cash compensation for services rendered during the fiscal year ended March 31, 2025[537](index=537&type=chunk) - An affiliate of the sponsor receives **$10,000** per month for office space, administrative, and support services[501](index=501&type=chunk) - The company has adopted an Executive Compensation Clawback Policy, allowing for the recovery of erroneously awarded incentive-based compensation from executive officers if a financial restatement is required[541](index=541&type=chunk)[542](index=542&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=141&type=section&id=Item%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS.) This section details beneficial ownership as of June 26, 2025, with the sponsor holding **21.92%** and other significant owners disclosed, alongside late Section 16(a) filings Beneficial Ownership as of June 26, 2025 | Name of Beneficial Owner | Percentage of Outstanding Ordinary Shares | | :--- | :--- | | UY Scuti Investments Limited (Sponsor) | 21.92% | | All directors and officers as a group | 21.92% | | Harraden Circle Investments, LLC | 9.96% | | Feis Equities LLC / Lawrence M. Feis | 7.24% | | Mizuho Financial Group, Inc. | 8.3% | - The company reported late Form 3 filings for its CFO (Shaokang Lu), its Sponsor (UY Scuti Investments Limited), and an independent director (Daniel John Paul Peart), which were attributed to administrative oversight[549](index=549&type=chunk) [Certain Relationships and Related Transactions](index=143&type=section&id=Item%2013.%20Certain%20Relationships%2C%20and%20Related%20Transactions%20and%20Director%20Independence) This section details related party transactions, including the sponsor's purchase of founder shares and private placement units, a repaid loan, and ongoing administrative service fees - The sponsor purchased **1,437,500** founder shares for an aggregate price of **$25,000**[550](index=550&type=chunk) - The sponsor purchased **240,848** private placement units at **$10.00** per unit in a private placement[551](index=551&type=chunk) - The company pays an affiliate of the sponsor **$10,000** per month for office space and administrative services[553](index=553&type=chunk) - The sponsor provided a loan of up to **$500,000** to cover offering-related expenses, which was non-interest bearing and repaid upon the closing of the IPO[558](index=558&type=chunk) - The audit committee is responsible for reviewing and approving all related party transactions[564](index=564&type=chunk) [Principal Accountant Fees and Services](index=147&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) The company changed its auditor from WWC, P.C. to Audit Alliance LLP on June 5, 2025, with the audit committee pre-approving all services Accountant Fees | Accountant | Service Period | Fees Paid | | :--- | :--- | :--- | | WWC, P.C. | Jan 18, 2024 - Jun 5, 2025 | $82,500 (Audit Fees) | | Audit Alliance LLP | FYE Mar 31, 2025 & 2024 | $45,000 (Audit Fees) | - On June 5, 2025, the company dismissed WWC, P.C. and engaged Audit Alliance LLP as its new independent registered public accounting firm[569](index=569&type=chunk)[574](index=574&type=chunk) - The audit committee pre-approves all auditing and permitted non-audit services provided by the auditors[575](index=575&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=148&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K, including financial statements and various exhibits - This item lists all exhibits filed with the Form 10-K, including underwriting agreements, corporate governance documents, and various certifications[578](index=578&type=chunk)[580](index=580&type=chunk) [Form 10-K Summary](index=149&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) The company indicates that no Form 10-K summary is provided - None[582](index=582&type=chunk) Financial Statements The audited financial statements for FY2025 show a **$156,520** net loss and **$138,268** shareholders' deficit, with the auditor highlighting a material uncertainty regarding going concern [Report of Independent Registered Public Accounting Firm](index=152&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Audit Alliance LLP's report provides a fair opinion but highlights a 'Material Uncertainty Related to Going Concern' due to net loss, working capital deficit, and liquidation risk - The auditor's report contains a 'Material Uncertainty Related to Going Concern' paragraph, citing the company's net loss of **$156,520**, working capital deficit of **$138,268**, and the risk of mandatory liquidation[593](index=593&type=chunk) [Financial Statements Tables](index=153&type=section&id=Financial%20Statements%20Tables) The financial tables show total assets of **$239,316**, a shareholders' deficit of **$138,268**, a net loss of **$156,520**, and negative cash flow from operations of **$203,779** for FY2025 Balance Sheet as of March 31 | | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $17,221 | $0 | | Total Assets | $239,316 | $90,000 | | **Liabilities and Shareholders' (Deficit) Equity** | | | | Total Current Liabilities | $377,584 | $71,748 | | Total Shareholders' (Deficit) Equity | ($138,268) | $18,252 | Statement of Operations | | For the fiscal year ended March 31, 2025 | For the period from Jan 18, 2024 to Mar 31, 2024 | | :--- | :--- | :--- | | Formation and operating costs | $156,520 | $6,748 | | **Net loss** | **($156,520)** | **($6,748)** | | Basic and diluted net loss per ordinary share | ($0.11) | ($0.01) | [Notes to the Financial Statements](index=157&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes detail accounting policies, IPO and private placement specifics, related party transactions, and commitments, reiterating the going concern issue - The company is an emerging growth company and has elected to use the extended transition period for complying with new or revised financial accounting standards[633](index=633&type=chunk) - Related party transactions include the sale of **1,437,500** Founder Shares to the Sponsor for **$25,000** and a promissory note from the Sponsor for up to **$500,000** to cover IPO costs, which was repaid post-IPO[659](index=659&type=chunk)[664](index=664&type=chunk) - The company has an agreement to pay an affiliate of the Sponsor **$10,000** per month for administrative support services, commencing on the effective date of the IPO registration[668](index=668&type=chunk) - Subsequent events include the consummation of the IPO in April 2025, raising **$57.5 million** in gross proceeds, and the simultaneous private placement, with **$57.5 million** deposited into the Trust Account[685](index=685&type=chunk)[687](index=687&type=chunk)