Item 5. Other Information
ITEM
5. OTHER INFORMATION.
During
the quarter ended December 31, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading
arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c)
or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.
ITEM
6. EXHIBITS.
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description
of Exhibit
2.1
†
Merger
Agreement, dated July 18, 2025, by and among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co., Ltd, and UY Scuti
Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 24, 2025).
10.1
Parent
Shareholder Lock-Up and Support Agreement, dated dated July 18, 2025, by and among Isdera Group Limited, Xinghui Automotive Technology
(Hainan) Co., Ltd, and UY Scuti Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed
on July 24, 2025.
10.2
Promissory
Note issued September 12, 2025 to Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September
17, 2025).
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.
*
Filed
herewith.
**
Furnished.
†
Certain
exhibits and schedules, have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish
a supplemental copy of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request
confidential treatment for any such exhibits or schedules so furnished.
28
Table of Contents
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
UY
SCUTI ACQUISITION CORP.
Date:
February 3, 2026
/s/
Jialuan Ma
Name:
Jialuan
Ma
Title:
Chief
Executive Officer (Principal Executive Officer)
Date:
February 3, 2026
/s/
Shaokang Lu
Name:
Shaokang
Lu
Title:
Chief
Financial Officer (Principal Financial Officer)
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.