UY Scuti Acquisition Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMarch 31,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No.001-42577 UY Scuti Acquisition Corporation(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 39 E. Broadway,Suite 603New York,New York10002(Address of Principal Executive Offices)(Zip Code) Registrant’s telephone number, including area code: (412)947-0514 Securities registered pursuant to Section12(b) of the Exchange Act Title of each class Units, each consisting of one OrdinaryShare, $0.0001 par value, and one rightOrdinary Shares, $0.0001 par valueRights to receive one-fifth (1/5th) of oneOrdinary Share Securities registered pursuant to Section12(g) of the Securities Exchange Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15 (d) of the Securities Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act 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 submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Non-accelerated filer☒ 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ The registrant was not a public company on September 30, 2024, the last business day of the registrant’s most recently completedsecond fiscal quarter, and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held bynon-affiliates at such date. The registrant’s units began trading on The Nasdaq Capital Market on March 31, 2025 and the registrant’sordinary shares began separate trading on the Nasdaq Capital Market on May 27, 2025. The aggregate market value of the registrant’sordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, on May 27, 2025,computed by reference to the closing price for the ordinary shares of the registrant on such date, as reported on the Nasdaq CapitalMarket, was $58,707,500. As of June 26, 2025, assuming all units have been separated, the Registrant had7,658,348ordinary shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PART I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosure PART II Item 5. Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of EquitySecurities78Item 6. Reserved79Item 7. Management’s Discussion