UY Scuti Acquisition Corp Unit(UYSCU) - 2025 Q4 - Annual Report

PART I Item 1. Business UY Scuti Acquisition Corp. is a blank check company that completed its IPO in April 2025, raising $57.5 million to pursue a business combination, targeting middle-market growth businesses with enterprise values between $200 million and $400 million, with management's China ties introducing specific risks - The company is a blank check entity formed on January 18, 2024, with no operations or revenue generated to date[21] 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 sold to the Sponsor | | Private Placement Proceeds | $2,408,480 | | Amount in Trust Account | $57,500,000 | - The company has 12 months, extendable to 18 months, from IPO closing to complete a business combination, contingent on sponsor funding[49] - The business strategy targets middle-market growth businesses with an enterprise value between $200 million and $400 million, emphasizing strong management and free cash flow potential[30] - A majority of executive officers and directors have significant ties to China, potentially increasing the likelihood of acquiring a China-based company and introducing associated legal, operational, and regulatory risks[115][120] Item 1A. Risk Factors The company faces inherent SPAC risks including lack of operating history, intense competition, and delisting potential, alongside significant risks from management's China ties, CFIUS review, shareholder dilution, conflicts of interest, and evolving regulatory changes - The company's lack of operating history and revenues makes evaluating its business objective challenging for investors[151] - A majority of executive officers and directors have significant ties to China, potentially subjecting the company to PRC oversight, regulatory risks, and business combination difficulties[160] - Sponsor's non-U.S. control could subject a U.S. target business combination to CFIUS review, potentially causing delays or blocking the transaction[157][158] - Failure to complete the initial business combination within the 12 to 18-month timeframe would result in liquidation and redemption of public shares, rendering rights worthless[172] - Conflicts of interest exist for the sponsor and management, as their founder shares and private placement units become worthless without a business combination, incentivizing potentially unfavorable deals[354][356] - Recent PRC regulatory actions on overseas listings and data security could adversely impact the ability to consummate a business combination with a China-based entity or affect the combined company's value[275][280][283] Item 1B. Unresolved Staff Comments The company reports that it has no unresolved staff comments from the SEC - No unresolved staff comments exist[426] Item 1C. Cybersecurity As a blank check company with no business operations, the company does not consider itself to face significant cybersecurity risk and has not adopted a formal risk management program. It relies on third-party digital technologies and acknowledges its limited resources to protect against or remediate cyber incidents. The board of directors is responsible for oversight, and no material cybersecurity incidents have been encountered to date - As a blank check entity with no significant business operations, the company considers its cybersecurity risk to be low[426] - The company has not adopted a formal cybersecurity risk management program, relying on third-party technologies, with the board of directors overseeing cybersecurity threats[426][427] - No material cybersecurity incidents have affected the company as of the report date[427] Item 2. Properties The company maintains its executive offices at 39 E Broadway, Suite 603, New York, NY, under a short-term lease. The rent is paid by the sponsor as part of a $10,000 monthly fee for administrative services - The company leases executive office space at 39 E Broadway, Suite 603, New York, New York on a month-to-month basis[428] - Rent is covered by the sponsor through a $10,000 monthly fee for administrative and support services[106][428] Item 3. Legal Proceedings As of March 31, 2025, there is no material litigation, arbitration, or governmental proceeding pending against the company or its management - The company is not involved in any material legal proceedings[429] Item 4. Mine Safety Disclosure This item is not applicable to the company - This item is not applicable[430] PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's units, ordinary shares, and rights trade on The Nasdaq Capital Market under the symbols 'UYSCU', 'UYSC', and 'UYSCR', respectively, with separate trading commencing on May 27, 2025. The company has not paid any dividends and does not intend to before a business combination. The section also details the unregistered sales of founder shares and private placement units to the sponsor - The company's units ('UYSCU') began trading on Nasdaq on April 1, 2025, with ordinary shares ('UYSC') and rights ('UYSCR') commencing separate trading on May 27, 2025[432] - As of June 26, 2025, there were 7,658,348 ordinary shares outstanding held by 3 shareholders of record[433] - The company has not paid, nor does it plan to pay, any cash dividends prior to completing its initial business combination[434] - The sponsor purchased 1,437,500 founder shares for $25,000 and 240,848 private placement units at $10.00 per unit in unregistered transactions[435][436] Item 6. Reserved This item is not applicable - This item is not applicable[445] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The company is a blank check company with no operations and no revenue to date. For the fiscal year ended March 31, 2025, it reported a net loss of $156,520 from formation and operating costs. As of the same date, it had a working capital deficit of $138,268. These conditions, along with the requirement to liquidate if a business combination is not completed within the specified timeframe, raise substantial doubt about its ability to continue as a going concern. The company's liquidity has been funded by its sponsor through the purchase of founder shares and a promissory note, which was repaid from IPO proceeds - The company has not engaged in operations or generated revenue, with activities limited to organizational matters and IPO preparation[449] Financial Highlights (as of March 31, 2025) | Metric | Value | | :--- | :--- | | Net Loss (FY 2025) | $156,520 | | Cash and Cash Equivalents | $17,221 | | Working Capital Deficit | $138,268 | | Shareholders' Deficit | $163,268 | - Management has identified substantial doubt about the company's ability to continue as a going concern due to mandatory liquidation risk if a business combination is not completed[454] - Pre-IPO liquidity was provided by a $25,000 payment for founder shares and a $500,000 promissory note from the Sponsor, which was repaid upon IPO closing[455] Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company's funds held in the trust account are invested in short-term U.S. government treasury bills or money market funds. Due to the short-term nature of these investments, the company believes it has no material exposure to interest rate risk - Trust account proceeds are invested in U.S. government treasury bills with maturities of 185 days or less or in money market funds focused on U.S. government obligations[480] - The company believes it has no material exposure to interest rate risk due to the short-term nature of its investments[480] Item 8. Financial Statements and Supplementary Data This section contains the company's audited financial statements for the fiscal years ended March 31, 2025, and 2024, including the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' (Deficit) Equity, Statements of Cash Flows, and the accompanying notes - The independent auditor's report expresses a fair presentation opinion but highlights material uncertainty regarding the company's ability to continue as a going concern[592][593] Balance Sheet Summary (as of March 31) | Account | 2025 | 2024 | | :--- | :--- | :--- | | Total Assets | $239,316 | $90,000 | | Cash and cash equivalents | $17,221 | $0 | | Deferred offering costs | $222,095 | $90,000 | | Total Liabilities | $377,584 | $71,748 | | Promissory Note - related party | $337,584 | $0 | | Total Shareholders' (Deficit) Equity | ($138,268) | $18,252 | Statement of Operations Summary | Period | Net Loss | | :--- | :--- | | Fiscal Year Ended March 31, 2025 | ($156,520) | | Period from Jan 18, 2024 to Mar 31, 2024 | ($6,748) | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no disagreements with its accountants on accounting and financial disclosure - No disagreements with accountants on accounting and financial disclosure[482] Item 9A. Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2025. As a newly public company, a management report on internal control over financial reporting is not yet required. No material changes to internal controls were reported during the most recent fiscal quarter - Management concluded the company's disclosure controls and procedures were effective as of March 31, 2025[483] - A management report on internal controls over financial reporting is not required due to the transition period for newly public companies[485] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[486] Item 9B. Other Information No director or officer has adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement - No insider trading arrangements under Rule 10b5-1(c) were adopted or terminated by any director or officer[487] Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This item is not applicable to the company - This item is not applicable[488] PART III Item 10. Directors, Executive Officers and Corporate Governance This section details the backgrounds of the company's directors and executive officers, a majority of whom have extensive experience in finance and business management, with significant ties to China. The board consists of five members, three of whom are independent. The company has established an audit, compensation, and nominating committee, each composed of independent directors. It has also adopted a Code of Ethics and an insider trading policy. The report discloses potential conflicts of interest arising from the officers' and directors' obligations to other entities - The board comprises 5 members, including CEO Jialuan Ma and CFO Shaokang Lu, with three independent directors: Yan Liang, Sze Wai Lee, and Daniel John Paul Peart[490][500] - The company has established an Audit Committee, a Compensation Committee, and a Nominating Committee, all composed of independent directors[504] - A Code of Ethics and an Insider Trading Policy have been adopted[515][516] - Potential conflicts of interest exist as officers and directors have fiduciary duties to other entities, potentially requiring them to present business opportunities elsewhere first[519][524] Item 11. Executive Compensation No executive officers received cash compensation for the year ended March 31, 2025. The company reimburses out-of-pocket expenses incurred by its management team for activities related to finding a business combination. Post-combination, management may receive compensation as determined by the new board. The company has adopted a clawback policy in compliance with SEC rules to recover erroneously awarded incentive-based compensation in the event of a financial restatement - No cash compensation was paid to any executive officer for the fiscal year ended March 31, 2025[537] - Founders, officers, and directors are eligible for reimbursement of out-of-pocket expenses incurred in identifying and performing due diligence on potential target businesses[538] - An Executive Compensation Clawback Policy has been adopted to recover erroneously awarded incentive compensation from executive officers in the event of an accounting restatement[541][542] Item 12. Security Ownership of Certain Beneficial Owners and Management As of June 26, 2025, the company's sponsor, UY Scuti Investments Limited, beneficially owned 21.92% of the outstanding ordinary shares. This percentage includes shares held by all directors and officers as a group. Other significant beneficial owners holding over 5% include Harraden Circle Investments, LLC (9.96%), Feis Equities LLC (7.24%), and Mizuho Financial Group, Inc. (8.3%). The report also notes several late Form 3 filings by officers and the sponsor Beneficial Ownership as of June 26, 2025 | Beneficial Owner | Percentage Ownership | | :--- | :--- | | 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% | - Ownership percentages are based on 7,658,348 ordinary shares outstanding as of June 26, 2025[545] - Late Form 3 filings occurred for CFO Shaokang Lu, the Sponsor, and independent director Daniel John Paul Peart, attributed to administrative oversight[549] Item 13. Certain Relationships and Related Transactions, and Director Independence This section outlines transactions between the company and its related parties. The sponsor purchased 1,437,500 founder shares for $25,000 and 240,848 private placement units for approximately $2.4 million. The company pays an affiliate of the sponsor $10,000 per month for administrative services. The sponsor also provided a loan of up to $500,000 for offering expenses, which was repaid at the IPO closing. The company has not adopted a formal related party transaction policy but relies on its code of ethics and audit committee review - The sponsor, UY Scuti Investments Limited, purchased 1,437,500 founder shares for $25,000 and 240,848 private placement units at $10.00 per unit[550][551] - The company pays an affiliate of the sponsor $10,000 per month for office space, administrative, and support services[553] - The sponsor provided a non-interest bearing loan of up to $500,000 for IPO-related expenses, repaid upon IPO closing[558] - The company relies on its code of ethics and audit committee for review and approval of related party transactions, lacking a formal policy[562][564] Item 14. Principal Accountant Fees and Services The company's independent registered public accounting firm was WWC, P.C. from January 18, 2024, through June 5, 2025, with total audit fees of $82,500. On June 5, 2025, WWC, P.C. was dismissed and Audit Alliance LLP was engaged as the new independent auditor, with audit fees of $45,000 for the fiscal years 2025 and 2024. All services are pre-approved by the audit committee - WWC, P.C. served as independent auditor from January 18, 2024, to June 5, 2025, receiving $82,500 in audit fees[569][571] - On June 5, 2025, the Audit Committee dismissed WWC, P.C. and engaged Audit Alliance LLP as the new independent registered public accounting firm[569][574] - Audit fees paid to Audit Alliance LLP for the fiscal years ended March 31, 2025, and 2024 totaled $45,000[574] PART IV Item 15. Exhibits, Financial Statement Schedules This section lists the financial statements and exhibits filed as part of the Form 10-K. Key exhibits include the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, various securities-related agreements (Rights, Trust, Registration Rights), agreements with the sponsor, and officer certifications - This section lists all financial statements and exhibits filed with the Form 10-K[578] - Key filed exhibits include the Underwriting Agreement, corporate governance documents, securities agreements, related-party agreements, and executive certifications[580] Item 16. Form 10-K Summary The company indicates that there is no Form 10-K summary - No Form 10-K summary is provided[582]