UYSC — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-07-14

• On March 31, 2026, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, holders of our Ordinary Shares approved certain amendments to our Second Amended and Restated Memorandum and Articles of Association (the “Charter …

• In accordance with the Trust Amendment Proposal, our shareholders approved the amendment of our Investment Management Trust Agreement to extend the period of time within which we must complete a business combination from two times, each by an additional three-month period to October 1, 2026, to a to…

• In connection with the Charter Amendment Proposal and Trust Amendment Proposal, we agreed that (i) if it extends the time period within which to consummate a business combination and contributes the revised extension fee to the Trust Account in connection with such election, it intends to file a Cur…

• In connection with the shareholder votes at the Extraordinary General Meeting, holders of 2,437,288 Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.38 per share. As a result, approximately $25,302,078 was removed from the Trus…

• On September 12, 2025, we issued an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor (the “Sponsor 2025 Note”). The Sponsor 2025 Note bears no interest and provided that we shall repay the principal balance on the earlier of: (i) March 31, 2026 or (ii) the date on…

Text removed vs the prior filing · source: 10-K · 2025-07-11

• Our efforts in identifying prospective target businesses will not be limited to a particular geographic region. To date, our efforts have been limited to organizational activities as well as activities related to the offer. None of our officers, directors, promoter or other affiliates has engaged in…

• We expect that all costs and expenses associated with implementing our plan of liquidation, as well as payments to any creditors, will be funded from amounts held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds ar…

• If we were to expend all of the net proceeds of the IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon ou…

Text added vs the prior filing · source: 10-K · 2026-07-14

• 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 …

• 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 com…

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

• We initially had until April 1, 2026, 12 months from the closing of its IPO to consummate an initial business combination. Further, we had the ability to extend the period of time to consummate a business combination up to two times, each by an additional three-months (for a total of up to 18 months…

• We must consummate our initial business combination within the Prescribed Time Frame, which provides us with a maximum of 24 months from the closing of our IPO to complete such transaction, subject to the sponsor depositing additional funds into the trust account as described in this Annual Report. …

Text removed vs the prior filing · source: 10-K · 2025-07-11

• 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, fi…

• 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 com…

• 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 imp…

• 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, dela…

Text added vs the prior filing · source: 10-K · 2026-07-14

• 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 oth…

• Pursuant to our Amended and Restated Memorandum and Articles of Association, as amended, if we are unable to complete our initial business combination within the Prescribed Time Frame of twelve (12) months from the consummation of our IPO, subject to our ability to extend such time period by up to t…

• On July 18, 2025, we entered into 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, which is in the business of designing automobiles in the People’s Republic o…

• On September 12, 2025, we issued the Sponsor 2025 Note in the principal amount of up to $1,000,000 to Sponsor. The Sponsor 2025 Note bears no interest and initially provided that we shall repay the principal balance on the earlier of: (i) March 31, 2026 or (ii) the date on which we consummate a busi…

• On March 31, 2026, we held the Extraordinary General Meeting. At the Extraordinary General Meeting, holders of our Ordinary Shares approved certain amendments to our Second Amended and Restated Memorandum and Articles of Association (the “Charter Amendment Proposal”) and an amendment to our Investme…

Text removed vs the prior filing · source: 10-K · 2025-07-11

• 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 oth…

• 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, …

• 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 init…

• The operating costs incurred in the period from January 18, 2024 (inception) to March 31, 2025 consist primarily of approximately $163,268 of professional fees, insurance, costs and fees associated with our financial reporting, listing and other public company costs as well as, subsequent to the Ini…

• We expect to generate non-operating income in the form of interest income on cash and marketable securities held in the trust account after the initial public offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the dat…