UYSC 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company, we are not required to include risk factors in this Annual Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations. An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

We may seek acquisition opportunities with an early stageearly-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

Our sponsor, UY Scuti Investments Limited, a British Virgin Islands company, is controlled by Mr. Guojian Zhang, a non-US person. Our sponsor currently owns approximately approximately 21.92%27% of our outstanding shares following our initial public offering.shares. Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because we may be considered a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our initial business combination with any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if our business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete its initial business combination (12 months, or up to 1824 months,months from the closing of our IPO if we extend the time to complete a business combination), our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive the cash held in the trust account, and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Jialuan Ma, our Chief Executive Officer and Director, holds Chinese citizenship and resides in China; ShaokangJiawen Lu,Zhao, our Chief Financial Officer, holds Chinese citizenship and resides in China; Jiawen Zhao, our Chief Investment Officer and Director, holds Chinese citizenship and resides in China; Sze Wai Lee, our Independent Director, holds Hong Kong citizenship and resides in China; Daniel John Paul Peart, our Independent Director, holds UK citizenship and resides in the UK; and Yan Liang, our Independent Director, holds Chinese citizenship and resides in China. Because a majority of our executive officers have significant ties to China and/or are located in China, if we are mistaken about the application of certain laws or regulations in China, or if the current interpretation by China should change, we and our investors may be subject to the following risks:

As of March 31, 2025,2026, we had had $17,221$8,846 in cash and cash equivalents, a working capital deficit of $138,268$1,052,099 and shareholders’ deficit of $163,268.$1,036,501. For the fiscal fiscal year ended March 31, 2025,2026, we had aan netaccumulated lossdeficit of $156,520$2,027,528 and negative cash flow of $203,779 infrom operating activities.activities of $843,315. Further, we expect to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful. These These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere elsewhere in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.

Unlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares held by them, as well as any public shares purchased during or after our initial public offering, in favor of our initial business combination. Our sponsor currently owns approximately 21.92%27.7% of our issued and outstanding ordinary shares and we expect it to maintain that percentage interest at the time of any such shareholder vote. As a result, in addition to our initial shareholder’s shareholders’ founder shares and the Representative Shares, we would need only 1,920,827,702,183, or approximately 33.4%,21.2%, of the 5,750,000 3,312,712 public shares currently outstanding that were sold in our IPO to be voted in favor of a transaction (assuming all outstanding shares are eligible to vote and are voted) in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders. Further, assuming that only the holders of a simple majority of our issued and outstanding ordinary shares vote their shares at a general meeting of the company, representing a quorum under our amended and restated memorandum and articles of association, we willwould onlynot need 6,240any of the public shares sold in ourthe IPO to be voted in favor of a transaction in addition to our initialfounder shares and Representativerepresentative Sharesshares to be voted in favor of an initial business combination in order to approve an initial business combination.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 12 months from the closingPrescribed ofTime our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination).Frame. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

Our amended and restated memorandum and articles of association provides that we must complete our initial business combination within 12 months from the closing of our IPO (or up to 1824 months from the closing of our IPO if we extend the period of time to consummate a business combination). We may not be able to find a suitable target business and complete our initial business combination within such time period. If we have not completed our initial business combination within suchthe timePrescribed period,Time Frame, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of incomeinterest, taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share (subject to increase of up to an additional $0.20 per shareincreases in the event that our sponsor elects to extend the period of time to consummate a business combination by the full six months).

We willmust haveconsummate untilour 12initial business combination within the Prescribed Time Frame, which provides us with a maximum of 24 months from the closing of our IPO to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two (2) times, each by an additional three months (for a total of up to 18 months to complete asuch business combination),transaction, subject to the sponsor depositing additional funds into the trust account as setdescribed outin below.this Annual Report. In order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees must deposit $450,000 into the trustTrust accountAccount $575,000for (approximatelyeach $0.10extension perperiod. publicOn share)March per31, three2026, montha extension, up to an aggregate of $1,150,000, or $0.20 per public share, on or prior to the datedesignee of the applicableSponsor, deadline,loaned us $450,000, which sum was deposited into the Trust Account in order to extend the time that we have to consummate a business combination for eachthe extension.first three-month Anyextension suchperiod. payments would be made in the form of aThis loan madeis fromevidenced ourby sponsorthe orExtension itsNote, affiliateswhich oris designeesnon-interest tobearing us.and Thepayable termsupon the consummation of the initial business combination through the conversion of the promissoryprincipal noteamount into units of our securities, with each unit consisting of one Ordinary Share and one right to receive one-fifth of one Ordinary Share. Further, on June 30, 2026, we caused an additional amount of $450,000 to be issueddeposited into the Trust Account in connection withorder anyto suchfurther loansextend the time that we have not yet been negotiated other than that any such loan would be interest free and not be repaid unless weto consummate a business combination. Consequently, such loans might not be made on the terms described in the prospectus from our initial publicbusiness combination offering.to October 1, 2026. The second extension payment was loaned to us by Isdera HK Limited, an affiliate of Isdera Group. If we do not complete a business combination, we will not repay such loan. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicablePrescribed timeTime period,Frame, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights will be worthless.

Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our IPO (or up to 1824 months from the closing of our IPO if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 12 months from the closingPrescribed ofTime our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination),Frame, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or rights, potentially at a loss.

If the net proceeds of our IPO not being held in the trust account are insufficient to allow us to operate for at least the next 12 months (or up to 1824 months from the closing closing of our IPO (if we extend the period of time to consummate a business combination), we may be unable to complete our initial business combination.

Of the net proceeds of ourThe IPO and the sale of the private placement units and after payment of offering expenses, only approximately $500,000 will befunds available to us initiallyoutside outsideof the trust account may not be sufficient to fundallow us to operate for at least 24 months from the closing of our workingIPO capital(if requirements.we Inextend the eventperiod of time to consummate a business combination), assuming that our offeringinitial expensesbusiness exceedcombination ouris estimatenot completed during that time. We expect to incur significant costs in pursuit of $500,000,our weacquisition mayplans. fundManagement’s such excess with funds notplans to address bethis heldneed for capital and potential loans from certain of our affiliates are discussed in the trust account. In such case, the amountsection of fundsthis weAnnual intendReport titled to“Management’s beDiscussion heldand outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimateAnalysis of $500,000,Financial theCondition amountand Results of funds we intend to be held outside the trust account would increase by a corresponding amount.Operations.” If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share (or less in certain circumstances) on our redemption of our public shares, and our rights will expire worthless. In such case, our public shareholders may only receive $10.00 per share, and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption redemption of their shares.

Even if we conduct extensive due diligence on a target business with which we combine, including Isdera, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

As indicated above, we currently have 12 or if extended, up to 1824 months from the closing of our IPO to consummate an initial business combination. It is possible that a claim in the future could be made that we have been operating as an unregistered investment company. It is also possible that the investment of funds from our IPO and private placement of units during our life as a blank check company, and the earning and use of interest from such investment, both of which will likely continue until we consummate an initial business combination, could increase the likelihood of us being found to have been operating as an unregistered investment company more than if we sought to potentially mitigate this risk by holding such funds as cash. Furthermore, the longer the funds are invested in United States “government securities” within within the meaning of Section  2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting meeting certain conditions under Rule  2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury treasury obligations, the greater the risk could be that we are considered an investment company. If we are deemed to be an investment company company for purposes of the Investment Company Act and found to have been operating as an unregistered investment company, it could cause us to liquidate. If we are forced to liquidate, investors in our company would not be able to participate in any benefits of owning stock in in an operating business, including the potential appreciation of our stock following a business combination.

Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflictand andconflicts in the recentMiddle escalation of the Israel-Hamas conflict.East.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict conflict, the Israel-Hamas conflict, and the recent escalationmilitary ofconflict in the Israel-HamasPersian conflict.Gulf region. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasingand the United States and Israel have recently been engaged in military conflict with Iran. These events have further increased geopolitical tensions among a number of nations. These The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflictevents and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from thethese Russian invasionmilitary of Ukraine, the escalation of the Israel-Hamas conflictconflicts and subsequent sanctions or related actions, could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination. The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affected.

If we are unable to consummate our initial business combination within 12 months (or up to 18 months from the closingPrescribed ofTime our IPO if we extend the period of time to consummate a business combination) of the closing of our IPO,Frame, our public shareholders may be forced to wait beyond such 12 months (or up to 18 months) before redemption from our trust account.

If we are unable to consummate our initial business combination within the Prescribed Time Frame, which currently contemplates that we consummate our initial business combination withinwith 1224 months from the closing of our IPO (or up to 18 months from the closing of our IPO ifassuming we extend the period of time to consummate a business combination combinationin full), we will distribute the aggregate amount then on deposit in the trust account (less the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond thesuch initial24 12month monthstime (or up to 18 months)period before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator or a bankruptcy or other court could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

If we were to undertake a business combination with a China based business, our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, cyber security, environmental regulations, land use rights, property and other matters. The central or local governments of jurisdictions such as China may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations. The laws and regulations are sometimes vague and new laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business. In connection with any business combination with a China based entity, we will be required to provide additional risk disclosure related to any such possible transaction and would be expected to incur additional costs related to compliance with such laws and regulations, if such compliance can be obtained.

The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The legislation over the past three decades has significantly increased the protection afforded to various forms of foreign or private-sector investment in China. Any future PRC subsidiary is subject to various PRC laws and regulations generally applicable to companies in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties. From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy in the PRC legal system than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies, internal rules, and regulations that may have retroactive effect and may change quickly with little advance notice. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainties over the scope and effect of our contractual, property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations.

The Security Review Regulations and the New FISR Measures will potentially subject a large number of mergers and acquisitions transactions by foreign investors in China to an additional layer of regulatory review. Currently, there is significant uncertainty as to the implication of the Security Review Regulations and the New FISR Measures. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes may delay or inhibit our ability to complete our potential initial business combination, and we may have to spend additional resources and incur additional time delays to complete any such acquisition. There is no guarantee that we can receive such approval in a timely manner, and we may also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result in a significant national security issue. If obtained, since our initial business combination period is 1512 months from the closing of our Initial Public Offering, or or, if we decide to extend the period of time to consummate our initial business combination, 18up to 24 months from the closing of our Initial Public Offering, and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company,expect, we may be unable to complete a business combination by OctoberApril 14,1, 2024,2027, or ifassuming we decide to extend the period of time to consummate our initial business combination combination,to Januarysuch 14, 2025.date.

Our sponsor ownedcurrently owns approximately 21.92%27% of our issued and outstanding shares after our IPO.shares. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 240,848 private placement units, for a purchase price of $2,408,480, or $10.00 per unit, that will also be worthless if we do not complete a business combination. Each private placement unit consists of one private placement share, one private placement right, granting the holder thereof the right to receive one-tenth (1/5) of an ordinary share upon the consummation of an initial business combination.

The founder shares are identical to the ordinary shares included in the units being sold in our IPO except that (i) the founder shares are subject to certain transfer restrictions and (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (x) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the timeframe set forth therein or (y) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the closing of our IPO (or up to 18 months from the closingPrescribed ofTime ourFrame IPO if we extend the period of time to consummate a business combination) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

Of the net proceeds from our IPO and the sale of the private placement units, $57,500,000 willwas beinitially available to complete our business combination and pay related fees and expenses. That amount has been reduced by the redemption of Ordinary Shars in connection with the Extraordinary General Meeting. We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. In particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We are a blank check company incorporated in the Cayman Islands and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this annual report as our business combination. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the private placement units, and the proceeds of potential sales of our securities in connection with our initial business combination, debt or a combination of cash, stock and debt. We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the initial public offering and subsequent to our initial public offering, identifying a target company for an initial business combination. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering. Following the initial public offering, we will not generate any operating revenues revenue until after completion of our initial business combination. We generated non-operating income in the form of interest income on investments held in trust and cash. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses related to our initial business combination.

Upon the closing of the IPO and the private placement, a total of $57,500,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule  2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations. Except for the withdrawal of interest earned on the amounts in the trust account to fund the Company’s taxes, if any, or upon the redemption by public shareholders of Ordinary Shares in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, none of the funds held in the trust account will be released until the completion of the Company’s initial business combination or the redemption by the Company of 100% of the outstanding Ordinary Shares issued by the Company in the Initial Public Offering if the Company does not consummate an initial business combination within 12 months (or up to 18 months, if extended) after the closingPrescribed ofTime the Initial Public Offering.Frame.

The Company We will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. We also have ongoing professional and other costs to maintain our reporting, listing, compliance and administrative requirements of being a publicly traded company. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

The underwriters underwritersof our IPO, Maxim Group, LLC (“Maxim”), were entitled to a cash underwriting discount of 1.75% of the gross proceeds of the Proposed Public Offering,IPO, or $1,006,250.$875,000 (or $1,006,250 including the full exercise of the Over-Allotment Option). Additionally, underwritingwe discountsissued and commissionsthe equal tounderwriter 4% of the gross proceeds of the ProposedIPO Publicas Offeringunderwriting werediscounts paidand commissions in the form of theRepresentative Company’s ordinary sharesShares at a price of $10.00 per ordinary share, which equaled 200,000 shares (or 230,000 shares,shares if the underwriter’s overallotment option is exercised in full) upon the consummation of the IPO.

The Company accountsUYSC accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480480, “Distinguishing Liabilities from Equity.Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) arewere classified as a liability instrument and arewill be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that featurefeatures redemptionRedemption rights Rights that isare either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s UYSC’s control) arewere classified as temporary equity. At all other times, ordinary shares arewere classified as shareholders’stockholders’ equity. TheIn Company’saccordance with ASC 480-10-S99, UYSC classified the ordinary shares feature certain redemption rights that are consideredsubject to beredemption outside of the Company’s control and subject to the occurrence of uncertain future events. If it is probable that thepermanent equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes inas the redemption valueprovisions are immediately asnot theysolely occurwithin andits adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument.control.

Pursuant to our amendedAmended and restatedRestated memorandum Memorandum and articlesArticles of association,Association, as amended, if we are unable to complete our initial business combination within the completionCombination windowPeriod of twelve (12) months from the consummation of our IPO, subject to our ability to extend such time period by up to sixtwelve (612) months, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of amounts withdrawn to pay our income taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the initial public offering and subsequent to our initial public offering, identifying a target company for an initial business combination, entering into the Merger Agreement (as defined below) with Isdera Group Limited, and taking actions in connection with the business combination contemplated by the Merger Agreement. Following the initial public offering, we will not generate any operating revenue until after completion of our initial business combination. We generated non-operating income in the form of interest income on investments held in trust and cash. cash.We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses related to our initial business combination.

For the three months ended DecemberJune 31,30, 2025,2026, we had a net income of $69,829,$164,865, which consists of interest earned on cash held in the Trust Account of $547,573,$302,840, offset by operating costs of $477,744. $137,975.

For the ninethree months ended DecemberJune 31,30, 2025, we had a net income of $553,899,$332,078, which consists of operating costs of $234,453, offset by interest earned on cash held in the Trust Account of $1,706,108, offset by operating costs of $1,152,209. $566,531.

On July 18, 2025, the Companywe entered into an Agreement and Plan ofthe Merger (the "Merger Agreement") with Isdera Group Limited, a Cayman Islands company (“Isdera Group”), a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, awhich companyis in the business of designing automobiles in the People’s Republic of China (“Xinghui Automotive Technology”), and Xinghui Automotive Technology’s principalPrincipal shareholdersShareholders for a business combination. The Merger Agreement contemplates that (i) the CompanyUYSC shall form athe companyPurchaser in the Cayman Islands as an exempted company and a wholly-owned subsidiary (the “Purchaser”) and (ii) the Purchaser shall form a company in the Cayman Islands as an exempted company and a wholly-owned subsidiary (the “Merger Sub”) for the purposes of consummating the business combination transactions described in the Merger Agreement. Pursuant to the Merger Agreement, the Company we will merge with and into the Purchaser, resulting in the Company’sits shareholders becoming shareholders of the Purchaser and concurrently therewith, Merger Sub will merge with and into Isdera,Isdera Group, with Isdera Group surviving the merger and resulting in the Purchaser acquiring 100% of the issued and outstanding equity securities of Isdera Group (the “Acquisition Merger”). Pursuant to the Merger Agreement, the aggregate consideration to be paid to Isdera shareholdersGroup Shareholders for the Acquisition Merger is such number of newly issued PurchaserPubCo Ordinary Shares determined by dividing the net value of Isdera,Isdera Group, which was agreed to be $1,000,000,000, by $10.00 per share (the “Closing Payment Shares”).share. Concurrently with the execution of the Merger Agreement, a principal shareholder of Isdera Group entered into a support agreement with the Company,UYSC, pursuant to which such shareholder of Isdera Group agreed not to transfer its shares of Isdera Group and to vote in favor of the businessBusiness combination, Combination, subject to the terms of such shareholder support agreement.

Upon the closing of the IPO and the private placement, a total of $57,500,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations. Except for the withdrawal of interest earned on the amounts in the trust account to fund the Company’s taxes, if any, or upon the redemption by public shareholders of Ordinary Shares in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, none of the funds held in the trust account will be released until the completion of the Company’s initial business combination or the redemption by the Company of 100% of the outstanding Ordinary Shares issued by the Company in the Initial Public Offering if the Company does not consummate an initial business combination within 12 months (or up to 18 months, if extended) after the closingCombination of the Initial Public Offering.Period.

The CompanyWe will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. We also have ongoing professional and other costs to maintain our reporting, listing, compliance and administrative requirements of being a publicly traded company. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision,provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

As of DecemberJune 31,30, 2025,2026, the Companywe had $8,849$8,807 in cash and cash equivalents held outside of the Trust AccountAccount, anda working capital deficit of $137,696.$1,640,146 and a shareholders’ deficit of $1,640,146. For the three months ended DecemberJune 31,30, 2025,2026, we had a net income of $69,829,$164,865, which consists of interest earned on cash held in the Trust Account of $547,573,$302,840, offset by operating costs of $477,744.$137,975. For the ninethree months ended DecemberJune 31,30, 2025,2026, we had a netnegative incomecash flow from operating activities of $553,899, which consists of interest earned on cash held in the Trust Account of $1,706,108, offset by operating costs of $1,152,209. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.$39.

We had a working capital deficit of $340,048 as of December 31, 2025 and negative cash flow of $843,312 in operating activities for the nine months ended December 31, 2025. Subsequent to the consummation of the IPO, our liquidity requirements have been satisfied through the net proceeds from the IPO, the Private Placement, and loans from our Sponsor pursuant to the Promissory Note II, and loan from third parties as described below. We have incurred, and expect to continue to incur, significant professional fees and costs to maintain our status as a publicly traded company, as well as significant transaction costs in connection with pursuing the consummation of a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, on September 12, 2025, we issued an unsecured promissory note (the “Promissory Note II”) in the principal amount of up to $1,000,000 to our Sponsor. The Promissory Note II bears no interest and andafter giving effect to the amendment to the Promissory Note II, it is repayable by us to the Sponsor in full on the earlier of (i) March 31, 20262027 or (ii) the date of consummation of a Business Combination (the “Maturity Date”). The principal balance may be prepaid at any time. At any time on or prior to the Maturity Date, the Sponsor may elect to convert the outstanding principal balance of the Promissory Note II into units of our securities at a conversion price of $10.00 per unit. Each unit consists of one ordinary share and one right to receive one-fifth of one ordinary share. As of DecemberJune 31,30, 2025,2026, the principal amount due and owing under the Promissory Note II was $311,605 (see Note 5).$469,053.

WeOur Amended and Restated Memorandum and Articles of Association originally provided that we will have until 12 months from the closing of our IPO, or up to 18 months from the closing of ourthe IPO, to consummate an initial business combination. IfFollowing the approval of the Charter Amendment Proposal and Trust Amendment Proposal at our Extraordinary General Meeting held on March 31, 2026, if we do not consummate an initial business combination withinby 18April 1, months from the closing of our IPO,2027, we will be required to redeem the public shares and thereafter liquidate and dissolve. Accordingly, there is a possibility that an initial business combination may not be completed within the prescribedCombination period of time.Period.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of DecemberJune 31,30, 2025.2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay: (1) the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided to the Company; (2) our legal counsel a monthly fee of $5,000 for professional services as legal consulting.Company. We began incurring these fees on April 1, 2025 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination or the Company’s liquidation.

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed financial statements as of DecemberJune 31,30, 20252026 has been prepared in accordance with U.S. GAAP and the rules of the SEC.

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The unaudited condensed statements of operations and comprehensive income and loss include a presentation of earnings (loss) per redeemable share and earnings (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders. For the three months ended DecemberJune 31,30, 20252026 did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.