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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-06 · 342 added, 315 removed, 44 unchanged (94% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “UY Scuti,” “our,”

“us” or “we” refer to UY Scuti Acquisition Corp.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited interim financial statements and the notes

thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

Certain information contained

in the discussion and analysis set forth below includes forward- looking statements that involve risks and uncertainties.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “UY

Scuti,” “our,” “us” or “we” refer to UY Scuti Acquisition Corp.

The following discussion and

analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim

financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

Certain information contained in the discussion and analysis set forth below includes forward- looking statements that involve risks and

uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements”

within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and

involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements,

other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical

facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business

13 unchanged sentences

events or otherwise.

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.

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.

Pursuant to our amended and restated memorandum and articles of association,

if we are unable to complete our initial business combination within the completion window of twelve (12) months from the consummation

of our IPO, subject to our ability to extend such time period by up to six (6) 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 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.

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.

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.

Pursuant to our amended and restated memorandum

and articles of association, if we are unable to complete our initial business combination within the completion window of twelve (12)

months from the consummation of our IPO, subject to our ability to extend such time period by up to six (6) 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.

Results of Operations

We have neither engaged in any operations nor generated any revenues

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 and the initial business

Following the initial public offering, we will not generate any operating revenue until after completion of our initial business

We generated non-operating income in the form of interest income on investments held in trust and cash.

The operating costs incurred in the period from January 18, 2024 (inception)

to June 30, 2025 consist primarily of approximately $390,973 of professional fees, insurance, costs and fees associated with our financial

reporting, listing and other public company costs as well as, subsequent to the Initial Public Offering, costs associated with legal,

travel and other costs to identify and evaluate target businesses of approximately $730,000.

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 June 30, 2025, we had net income of $332,078,

which consists of operating costs of $234,453, offset by interest earned on cash held in the Trust Account of $566,531.

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,

and entering into the Merger Agreement (as defined below) with Isdera Group Limited.

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.

The operating costs incurred in the period from

January 18, 2024 (inception) to September 30, 2025 consist primarily of approximately $837,733 of professional fees, insurance, costs

and fees associated with our financial reporting, listing and other public company costs as well as, subsequent to the Initial Public

Offering, costs associated with legal, travel and other costs to identify and evaluate target businesses of approximately $730,000.

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 September 30, 2025,

we had a net income of $151,992, which consists of interest earned on cash held in the Trust Account of $592,004, offset by operating

costs of $440,012.

For the six months ended September 30, 2025, we

had a net income of $484,070, which consists of interest earned on cash held in the Trust Account of $ 1,158,535, offset by operating

costs of $674,465.

Recent Developments

On July 18, 2025, the Company entered into an Agreement and Plan of

Merger (the "Merger Agreement") with Isdera Group Limited, a Cayman Islands company (“Isdera”), a company that shall

become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, a company in the business of designing automobiles in the

People’s Republic of China (“Xinghui Automotive Technology”), and Xinghui Automotive Technology’s principal shareholders

for a business combination.

The Merger Agreement contemplates that (i) the Company shall form a company in the Cayman Islands as an exempted

company and a wholly-owned subsidiary (the “ Purchaser ”) and (ii) 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 will merge with and into Purchaser,

resulting in the Company’s shareholders becoming shareholders of the Purchaser and concurrently therewith, Merger Sub will merge

with and into Isdera, with Isdera surviving the merger and resulting in Purchaser acquiring 100% of the issued and outstanding equity

securities of Isdera (the “ Acquisition Merger ”).

Pursuant to the Merger Agreement, the aggregate consideration to be

paid to Isdera shareholders for the Acquisition Merger is such number of newly issued Purchaser Ordinary Shares determined by dividing

the net value of Isdera, which was agreed to be $1,000,000,000, by $10.00 per share (the “Closing Payment Shares”).

with the execution of the Merger Agreement, a principal shareholder of Isdera entered into a support agreement with the Company, pursuant

to which such shareholder of Isdera agreed not to transfer its shares of Isdera and to vote in favor of the business combination, subject

to the terms of such shareholder support agreement.

On July 18, 2025, the Company entered into an

Agreement and Plan of Merger (the "Merger Agreement") with Isdera Group Limited, a Cayman Islands company (“Isdera”),

a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, a company in the business of designing

automobiles in the People’s Republic of China (“Xinghui Automotive Technology”), and Xinghui Automotive Technology’s

principal shareholders for a business combination.

The Merger Agreement contemplates that (i) the Company shall form a company in the

Cayman Islands as an exempted company and a wholly-owned subsidiary (the “ Purchaser ”) and (ii) 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

will merge with and into Purchaser, resulting in the Company’s shareholders becoming shareholders of the Purchaser and concurrently

therewith, Merger Sub will merge with and into Isdera, with Isdera surviving the merger and resulting in Purchaser acquiring 100% of the

issued and outstanding equity securities of Isdera (the “ Acquisition Merger ”).

Pursuant to the Merger Agreement, the

aggregate consideration to be paid to Isdera shareholders for the Acquisition Merger is such number of newly issued Purchaser Ordinary

Shares determined by dividing the net value of Isdera, which was agreed to be $1,000,000,000, by $10.00 per share (the “Closing

Payment Shares”).

Concurrently with the execution of the Merger Agreement, a principal shareholder of Isdera entered into a support

agreement with the Company, pursuant to which such shareholder of Isdera agreed not to transfer its shares of Isdera and to vote in favor

of the business combination, subject to the terms of such shareholder support agreement.

Liquidity and Capital Resources

Our liquidity needs prior to the consummation of the IPO had been satisfied

through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor

In connection with the closing of our IPO, the approximately $337,584 drawn down under the unsecured promissory note was

repaid in full.

On April 1, 2025, we consummated the initial closing of our IPO of

5,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000.

In connection with the IPO, the

underwriters were granted a 45-day option (the “Over-Allotment Option”) to purchase up to 750,000 additional units to cover

over-allotments (the “Option Units”), if any.

In two separate closings of the Over-Allotment Option on April 7, 2025 and April

9, 2025, we sold an additional 750,000 Option Units at a price of $10.00 per Option Unit and raised additional gross proceeds of $7,500,000.

Simultaneously with the closing of our IPO, including the full exercise

of the Over-Allotment Option, we consummated the sale of 240,848 Private Placement Units at a price of $10.00 per Private Placement Unit

in a private placement to the Sponsor, generating total gross proceeds of $2,408,840, including the cancellation of $337,500 of indebtedness.

Each Private Placement Unit consists of one ordinary share and one right to receive one-fifth (1/5 th ) of one ordinary share.

The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is

exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2)

of the Securities Act.

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.

Our liquidity needs prior to the consummation

of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory

note from the Sponsor of $500,000.

In connection with the closing of our IPO, the approximately $337,584 drawn down under the unsecured

promissory note was repaid in full.

On April 1, 2025, we consummated the initial closing

of our IPO of 5,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000.

In connection with

the IPO, the underwriters were granted a 45-day option (the “Over-Allotment Option”) to purchase up to 750,000 additional

units to cover over-allotments (the “Option Units”), if any.

In two separate closings of the Over-Allotment Option on April

7, 2025 and April 9, 2025, we sold an additional 750,000 Option Units at a price of $10.00 per Option Unit and raised additional gross

proceeds of $7,500,000.

Simultaneously with the closing of our IPO, including

the full exercise of the Over-Allotment Option, we consummated the sale of 240,848 Private Placement Units at a price of $10.00 per Private

Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,408,840, including the cancellation of $337,500

of indebtedness.

Each Private Placement Unit consists of one ordinary share and one right to receive one-fifth (1/5 th ) of one

ordinary share.

The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public

offering, is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon

Section 4(a)(2) of the Securities Act.

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 closing of the Initial Public Offering.

We intend to use substantially all of the net proceeds of the IPO and

the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our

expenses relating thereto.

To the extent that our capital stock is used in whole or in part as consideration to effect our initial business

combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital

to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or

expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or

new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the

completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such

The Company 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.

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 Company currently believes that it does not need additional capital

to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account

for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence

on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,

negotiating and consummating the Initial Business Combination.

However, if our estimates of the costs of identifying a target business,

undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so,

we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain

additional financing either to complete our initial business combination or because we become obligated to redeem a significant number

of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt

in connection with such business combination.

Our sponsor, an affiliate of our sponsor or our officers and directors may, but none of

them is obligated to, loan us funds as may be required to fund our working capital requirements.

If we complete our initial business combination,

we will repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that our initial business combination

does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds

from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into private placement units

at a price of $10.00 per unit.

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 closing of the Initial

Public Offering.

We intend to use substantially all of the net

proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business

combination and to pay our expenses relating thereto.

To the extent that our capital stock is used in whole or in part as consideration

to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended

will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in a variety

of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research

and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which

we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account

were insufficient to cover such expenses.

The Company 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.

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 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 Company currently believes that it does not

need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO, the proceeds held outside

of the Trust Account, and as discussed below, amounts available to us under the Promissory Note II (defined below) for paying existing

accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target

businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating

the Initial Business Combination.

However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence

and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available

to operate our business prior to our initial business combination.

Moreover, we may need to obtain additional financing either to complete

our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of

our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Our sponsor, an affiliate of our sponsor or our officers and directors may, but none of them is obligated to, loan us funds as may be

required to fund our working capital requirements.

If we complete our initial business combination, we will repay such loaned amounts

out of the proceeds of the trust account released to us.

In the event that our initial business combination does not close, we may use

a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would

be used for such repayment.

Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit.

Such units would be identical to the private placement units issued to our sponsor.

Except for the foregoing,

the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect

to seek loans from parties other than our sponsor, an affiliate of our sponsor or our officers and directors, if any, as we do not believe

third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust

In addition, if we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant

dilution, and these securities could have rights that rank senior to our public shares.

If we raise additional funds through the incurrence

of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict

our operations.

As of June 30, 2025, the Company had

Except for the foregoing, the terms of such loans,

if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties

other than our sponsor, an affiliate of our sponsor or our officers and directors, if any, as we do not believe third parties will be

willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

if we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution, and

these securities could have rights that rank senior to our public shares.

If we raise additional funds through the incurrence of indebtedness,

such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations.

On September 12, 2025, the Company issued an unsecured

promissory note (the “Promissory Note II”) in the principal amount of up to $1,000,000 to Sponsor.

The Promissory Note bears

no interest and is repayable by the Company to the Sponsor in full on the earlier of:

(i) March 31, 2026 or (ii) the date of consummation

of the 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 into units of the Company’s

securities at a conversion price equal to $10.00 per unit.

Each unit consists of one ordinary share and one right to receive one-fifth

of one ordinary share.

As of September 30, 2025, the principal amount due and owing under the Promissory Note II was $86,570.

As of September 30, 2025, the Company had $8,849

in cash and cash equivalents held outside of the Trust Account and working capital of $137,696.

For the three months

ended June 30, 2025, we had a net income of $332,078, which consists of operating costs of $234,453, offset by interest earned on

cash held in the Trust Account of $566,531.

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

For the three months ended September 30,

2025, we had a net income of $151,992, which consists of interest earned on cash held in the Trust Account of $592,004, offset by operating

costs of $440,012.

For the six months ended September 30, 2025, we had a net income of $484,070, which consists of interest earned on

cash held in the Trust Account of $ 1,158,535, offset by operating costs of $674,465.

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.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered

off-balance sheet arrangements as of June 30, 2025.

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 have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of September 30, 2025.

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.

Contractual Obligations

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.

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.

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.

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

Registration Rights

Pursuant to an agreement entered into on March

31, 2025, our initial shareholders are entitled to registration rights requiring the Company to register such securities for resale.

holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant

to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration

Underwriting Agreement

The Company granted Maxim, the representative of the underwriters,

a 45-day option from the date of this prospectus to purchase up to 750,000 additional Units to cover over-allotments, if any, at the IPO

price less the underwriting discounts and commissions.

The underwriters were entitled to a cash underwriting discount of 1.75%

of the gross proceeds of the IPO, or $875,000 (or $1,006,250 including the full exercise of the over-allotment option).

Additionally,

the Company issued the underwriter 4% of the gross proceeds of the IPO as underwriting discounts and commissions in the form of Representative

Shares at a price of $10.00 per ordinary share, which equaled 200,000 shares (or 230,000 shares if the underwriter’s overallotment

option is exercised in full) upon the consummation of the IPO.

In connection with the closing of the IPO, the Company issued 200,000

Representative Shares to the underwriter.

In connection with the issuance and sales of the Option Units, the Company issued an additional

30,000 Representative Shares to Maxim, the representative of the underwriters.

Merger Agreement

On July 18, 2025, the Company has entered into an Agreement and Plan

of Merger (the "Merger Agreement") with Isdera Group Limited, a Cayman Islands company (“Isdera”), a company that

shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, a company in the business of designing automobiles

in the People’s Republic of China (“Xinghui Automotive Technology”), and Xinghui Automotive Technology’s principal

shareholders for a business combination.

The aggregate consideration to be paid to Isdera shareholders for the Acquisition Merger is such

number of newly issued Purchaser Ordinary Shares determined by dividing the net value of Isdera, which was agreed to be $1,000,000,000,

by $10.00 per share (the “Closing Payment Shares”).

The Company granted Maxim, the representative

of the underwriters, a 45-day option from the date of this prospectus to purchase up to 750,000 additional Units to cover over-allotments,

if any, at the IPO price less the underwriting discounts and commissions.

The underwriters were entitled to a cash underwriting

discount of 1.75% of the gross proceeds of the IPO, or $875,000 (or $1,006,250 including the full exercise of the over-allotment option).

Additionally, the Company issued the underwriter 4% of the gross proceeds of the IPO as underwriting discounts and commissions in the

form of Representative Shares at a price of $10.00 per ordinary share, which equaled 200,000 shares (or 230,000 shares if the underwriter’s

overallotment option is exercised in full) upon the consummation of the IPO.

In connection with the closing of the IPO, the

Company issued 200,000 Representative Shares to the underwriter.

In connection with the issuance and sales of the Option Units, the Company

issued an additional 30,000 Representative Shares to Maxim, the representative of the underwriters.

Critical Accounting Policies

Basis of Presentation

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 June 30, 2025 has been prepared in accordance with U.S.

statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

The accompanying unaudited

condensed financial statements as of September 30, 2025 has been prepared in accordance with U.S.

GAAP and the rules of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined

in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting

firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth

companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that

have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange

Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to

opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election

to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard

is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the

Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company

that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth

company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Ordinary Shares Subject to Possible Redemption

All of the 5,750,000 ordinary shares sold as part of the Units in the

IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation,

if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to

the Company’s amended and restated certificate of incorporation.

The Company accounted for its ordinary shares subject to possible redemption

in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

Ordinary shares subject

to mandatory redemption (if any) were classified as a liability instrument and will be measured at fair value.

Conditionally redeemable

ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within the Company’s control) were classified as temporary equity.

All of the 5,750,000 ordinary shares sold as part

of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain

amendments to the Company’s amended and restated certificate of incorporation.

The Company accounted for its ordinary shares

subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity”

Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument and will be measured at

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

were classified as temporary equity.

At all other times, ordinary shares were classified as stockholders’ equity.

In accordance with ASC 480-10-S99, the Company classified

the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of

Given that the 5,750,000 ordinary shares sold as part of the units

in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares classified as

temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that the equity instrument

will become redeemable, the Company has 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 in the redemption value immediately as they occur and adjust the carrying amount of the

instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes in redemption

value as a deemed dividend and charges against retained earnings or, in the absence of retained earnings, by charges against additional

paid-in capital, over an expected 12-month period, which is the initial period that the Company has to complete a Business Combination.

In accordance

with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions

are not solely within the control of the Company.

Given that the 5,750,000 ordinary shares sold

as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary

shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that

the equity instrument will become redeemable, the Company has 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 in the redemption value immediately as they occur and adjust the

carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize

the changes in redemption value as a deemed dividend and charges against retained earnings or, in the absence of retained earnings, by

charges against additional paid-in capital, over an expected 12-month period, which is the initial period that the Company has to complete

a Business Combination.

Use of Estimates

In preparing these unaudited condensed financial statements in conformity

GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported expenses

during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the

date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

The Company follows the asset and liability method of accounting for

income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax

consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their

respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in

the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established,

when necessary, to reduce deferred tax assets to the amount expected to be realized.

There is currently no taxation imposed on income

by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

In preparing these unaudited condensed financial

statements in conformity with U.S.

GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements

and the reported expenses during the reporting period.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could

change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those

The Company follows the asset and liability method

of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

There is currently no taxation imposed

on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the

Consequently, income taxes are not reflected in the Company’s financial statements.

Earnings (Loss) Per Ordinary Share

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.

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 June 30, 2025 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.

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

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 September 30, 2025 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.

Fair Value of Financial Instruments

ASC Topic 820 “Fair Value Measurements and Disclosures”

defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

Fair value is the

price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller

at the measurement date.

In determining fair value, the valuation techniques consistent with the market approach, income approach and

cost approach shall be used to measure fair value.

ASC Topic 820 establishes a fair value hierarchy for inputs, which represents the assumptions

used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources

independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would

use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on

the inputs as follows:

ASC Topic 820 “Fair Value Measurements and

Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the

buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with the market approach,

income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes a fair value hierarchy for inputs, which

represents the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable

and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market

data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that

the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three

levels based on the inputs as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

3 unchanged sentences

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

The fair value of the Company’s assets and liabilities, which

qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying balance sheet,

primarily due to their short-term nature.

The carrying amounts reported in the balance sheet for cash and cash equivalents, marketable

securities held in trust account, accounts payable and accrued expenses and due to related parties each qualify as financial instruments

and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected

realization and their current market rate of interest.

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying

balance sheet, primarily due to their short-term nature.

The carrying amounts reported in the balance sheet for cash and cash equivalents,

marketable securities held in trust account, accounts payable and accrued expenses and due to related parties each qualify as financial

instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments

and their expected realization and their current market rate of interest.

Recent Accounting Standards

Management does not believe that any other recently issued, but not

yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed

financial statement.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Management does not believe that any other recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed financial statement.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK.

Not required for smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis