UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2026

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

For the transition period from __________ to __________

Commission file number: 001-42577

UY Scuti Acquisition Corp.

(Exact name of registrant as specified in its charter)

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

39 E. Broadway, Suite 603

New York, New York 10002

(Address of principal executive offices)

(412) 947-0514

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

As of August 12, 2026, assuming all units have been separated, the registrant had 5,221,060 ordinary shares, $0.0001 par value per share, issued and outstanding.

UY SCUTI ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Balance Sheets (Unaudited)		1
Statements of Operations and Comprehensive Income and Loss (Unaudited)		2
Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)		3
Statements of Cash Flows (Unaudited)		4
Notes to Unaudited Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		26
Item 4. Controls and Procedures		26

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

Part III. Signatures		29

	As of
	June 30 2026			March 31, 2026
	(Unaudited)			(Audited)
Assets
Cash and cash equivalents	$	8,807		$	8,846
Prepaid expenses		42,500			-
Total Current Assets	$	51,307		$	8,846

Non-current asset
Cash held in Trust Account		35,598,437			60,147,604
Total non-current Asset	$	35,598,437		$	60,147,604

Total Assets	$	35,649,744		$	60,156,450

Liabilities, Ordinary shares subject to possible redemption and Shareholders’ Deficit
Current Liabilities
Accrued expenses		128,020			177,544
Promissory Note - related parties		919,053			763,401
Due to third parties		494,380			-
Due to related party		150,000			120,000
Total Current Liabilities	$	1,691,453		$	1,060,945

Commitments and Contingencies – (see Note 7)

Ordinary shares subject to possible redemption, 3,312,712 and 5,750,000 shares issued and outstanding at redemption value of $10.75 and $10.46 as of June 30, 2026 and March 31, 2026, respectively.		35,598,437			60,132,006

Shareholders’ Deficit
Preference shares, $0.0001 par value; 10,000,000 shares authorized; nil and nil shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively.		-			-
Ordinary shares, $0.0001 par value; 490,000,000 shares authorized; 1,908,348 and 1,908,348 shares issued and outstanding (excluding 3,312,712 shares subject to redemption) as of June 30, 2026 and March 31, 2026, respectively*.		191			191
Additional paid-in capital		975,238			990,836
Accumulated deficit		(2,615,575	)		(2,027,528	)
Total Shareholders’ Deficit		(1,640,146	)		(1,036,501	)
Total Liabilities, Ordinary shares subject to possible redemption and Shareholders’ Deficit	$	35,649,744		$	60,156,450

	For the Three Months Ended June 30,
	2026			2025
	(Unaudited)			(Unaudited)
Operating expenses	$	137,975		$	234,453
Loss from Operations	$	(137,975	)	$	(234,453	)
Other income:
Interest earned on cash held in Trust Account		302,840			566,531
Income before income taxes		164,865			332,078
Income taxes expense		-			-
Net income	$	164,865		$	332,078

Other comprehensive income	$	-		$	-
Comprehensive income	$	164,865		$	332,078

Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares		3,475,198			5,691,280
Basic and diluted net income per ordinary share, redeemable ordinary shares	$	0.11		$	0.13
Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares		1,908,348			1,904,952
Basic and diluted net loss per ordinary share, redeemable ordinary shares	$	(0.11	)	$	(0.22	)

					Additional						Total
	Ordinary Shares				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance as of March 31, 2026		1,908,348	$	191	$	990,836		$	(2,027,528	)	$	(1,036,501	)
Accretion of carrying value to redemption value		-		-		(15,598	)		-			(15,598	)
Subsequent measurement of ordinary shares subject to redemption (additional funding for business combination extension)		-		-		-			(450,072	)		(450,072	)
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on trust account)		-		-		-			(302,840	)		(302,840	)
Net income		-		-		-			164,865			164,865
Balance as of June 30, 2026 (Unaudited)		1,908,348	$	191	$	975,238		$	(2,615,575	)	$	(1,640,146	)

					Additional			Retained earnings			Total Shareholders’
	Ordinary Shares				Paid-in			(Accumulated			Equity
	Shares		Amount		Capital			Deficit)			(Deficit)
Balance as of March 31, 2025		1,437,500	$	144	$	24,856		$	(163,268	)	$	(138,268	)
Proceeds allocated to Public Rights		-		-		5,387,388			-			5,387,388
Sale of private placement shares		240,848		24		2,408,456			-			2,408,480
Issuance of representative shares		230,000		23		2,112,577			-			2,112,600
Underwriters’ discount and other offering expenses		-		-		(3,264,646	)		-			(3,264,646	)
Accretion of ordinary share subject to redemption value		-		-		(1,970,381	)		-			(1,970,381	)
Net income		-		-		-			332,078			332,078
Balance as of June 30, 2025 (Unaudited)		1,908,348	$	191	$	4,698,250		$	168,810		$	4,867,251

	For the Three Months Ended June 30,
	2026			2025
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net income	$	164,865		$	332,078
Adjustments to reconcile net cash used in operating activities:
Operating cost paid by Sponsor		199,960			-
Amortization of prepaid expenses		42,500			-
Interest earned on cash held in Trust Account		(302,840	)		(566,531	)
Changes in operating assets and liabilities
Prepaid expenses		(85,000	)		(335,625	)
Accrued expenses		(49,524	)		(30,000	)
Due to related party		30,000			30,000
Net cash used in operating activities		(39	)		(570,078	)

Cash Flows from Investing Activities:
Cash deposited into Trust Account		(900,072	)		-
Cash withdrawn from Trust Account to public stockholder redemption		(25,302,079	)		-
Investment of cash in Trust Account		-			(57,500,000	)
Net cash used in investing activities		(26,202,151	)		(57,500,000	)

Cash Flows from Financing Activities:
Proceeds from promissory note to related parties		450,000			-
Proceeds from third parties		450,072			-
Cash withdrawn from Trust Account to public stockholder redemption		25,302,079			-
Repayment of promissory note payable - related party		-			(337,584	)
Proceeds from sale of public units through public offerings, net of underwriters’ discount		-			56,493,744
Proceeds from ordinary shares issued in private placement		-			2,408,480
Payment of offering costs		-			(229,700	)
Net cash generated by financing activities		26,202,151			58,334,940

Net change in cash		(39	)		264,862
Cash at beginning of the period		8,846			17,221
Cash at end of the period	$	8,807		$	282,083

Supplemental Disclosure of Non-cash Activities
Representative shares issued and charged to offering costs	$	-		$	2,112,600
Accretion and subsequent measurement of ordinary shares subject to redemption value	$	(768,510	)	$	(1,970,381	)

Gross proceeds	$	57,500,000
Less:
Proceeds allocated to public rights		(5,387,388	)
Offering costs allocated to redeemable shares		(306,005	)
Plus:
Accretion of carrying value to redemption value		5,980,052
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account and additional funding for business combination extension)		2,197,604
Ordinary shares subject to possible redemption as of March 31, 2026	$	59,682,006
Less:
Public shareholder redemptions		(25,302,079	)
Plus:
Accretion of carrying value to redemption value		15,598
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account and additional funding for business combination extension)		752,912
Ordinary shares subject to possible redemption as of June 30, 2026 (Unaudited)	$	35,598,437

	For the Three Months Ended			For the Three Months Ended
	June 30, 2026			June 30, 2025
	(Unaudited)			(Unaudited)
Net income	$	164,865		$	332,078
Less: Subsequent measurement and accretion of redeemable ordinary shares to redemption value		(768,510	)		(1,970,381	)
Net loss including accretion of redeemable ordinary shares to redemption value	$	(603,645	)	$	(1,638,303	)

	For the Three Months Ended
	June 30, 2026
	Redeemable Ordinary Share			Non-Redeemable Ordinary Share
	(Unaudited)
Numerators:
Allocation of net loss	$	(389,666	)	$	(213,979	)
Subsequent measurement and accretion of redeemable ordinary shares to redemption value		768,510			-
Allocation of net income (loss)	$	378,844		$	(213,979	)
Denominators:
Weighted-average ordinary shares outstanding		3,475,198			1,908,348

Basic and diluted earnings (loss) per share	$	0.11		$	(0.11	)

	For the Three Months Ended
	June 30, 2025
	Redeemable Ordinary Share			Non-Redeemable Ordinary Share
	(Unaudited)
Numerators:
Allocation of net loss	$	(1,227,456	)	$	(410,847	)
Subsequent measurement and accretion of redeemable ordinary shares to redemption value		1,970,381			-
Allocation of net income (loss)	$	742,925		$	(410,847	)
Denominators:
Weighted-average ordinary shares outstanding		5,691,280			1,904,952

Basic and diluted earnings (loss) per share	$	0.13		$	(0.22	)

	June 30, 2026		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Cash held in trust account	$	35,598,437	$	35,598,437	$	-	$	-

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

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

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

*	Filed herewith.
**	Furnished.

	UY SCUTI ACQUISITION CORP.

Date: August 13, 2026		/s/ Qunxue Yin
	Name:	Qunxue Yin
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: August 13, 2026		/s/ Jiawen Zhao
	Name:	Jiawen Zhao
	Title:	Chief Financial Officer (Principal Financial Officer)

	March 31, 2026		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Cash held in trust account	$	60,147,604	$	60,147,604	$	-	$	-

	For the Three Months Ended June 30
	2026		2025
	(Unaudited)		(Unaudited)
Operating expenses	$	137,975	$	234,453
Interest earned on cash held in Trust Account	$	302,840	$	566,531

No.		Description of Exhibit
3.1		Amendments to Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 6, 2026).
10.1		Amendment to Investment Management and Trust Agreement between UY Scuti Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2026).
10.2		Amended Note issued to UY Scuti Investments, Ltd. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 6, 2026).
10.3		First Extension Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 29, 2026).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.