Isdera Inc (0002089449) (Filer)

As filed with the U.S. Securities and Exchange Commission on October 23, 2026.

Registration No. 333-      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Isdera Inc
(Exact name of Registrant as specified in its charter)

4^th Floor, Harbour Place

103 South Church Street, P.O. Box 10240

Grand Cayman KY1-1002

Cayman Islands

Telephone: (412) 947-0514
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Telephone: (302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Isdera Group Limited
(Exact name of Co-Registrant as specified in its charter)

The Co-Registrant has the following principal executive office:
Rooms R502-310, 5th Floor, Building 8812, Walker Park

Hainan Ecological Software Park

High-tech Industrial Demonstration Zone

Laocheng Town, Chengmai County

Hainan Province, People’s Republic of China 571924

The agent for service for the Co-Registrant is:

Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Telephone: (302) 738-6680

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Registrant and Co-Registrant:

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant and the Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and the Co-Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED OCTOBER 23, 2026

PROXY STATEMENT

FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
UY SCUTI ACQUISITION CORP.
AND PROSPECTUS FOR ORDINARY SHARES
OF ISDERA INC

Proxy Statement/Prospectus dated [  ], 2026
and first mailed to the shareholders of UY Scuti Acquisition Corp. on or about [  ], 2026

To the Shareholders of UY Scuti Acquisition Corp.:

You are cordially invited to attend the Extraordinary General Meeting of the Shareholders of UY Scuti Acquisition Corp. (“UYSC”, “we”, “our”, or “us”), which will be held at [  ], on [  ], 2026 (the “Extraordinary General Meeting”) and virtually using the following dial-in information:

UY Scuti Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to as a “target business.” The business combination will be completed through a two-step process consisting of the SPAC Merger (as defined below) and the Acquisition Merger (as defined below). The SPAC Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

UYSC has entered into the Agreement and Plan of Merger with Isdera Group Limited (as defined below) and certain other parties, dated as of July 18, 2025 (the “Original Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger dated as of September 22, 2026 (the “First Amendment” and as it may be further amended from time to time, the “Merger Agreement”), which provides for a Business Combination between UYSC and Isdera Group Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (“Isdera Group”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the shareholders of UYSC, UYSC will merge with and into its wholly owned subsidiary, Isdera Inc, an exempted company incorporated under the laws of the Cayman Islands (“PubCo” or the “Purchaser”), with PubCo remaining as the surviving publicly traded entity (the “SPAC Merger”); and (ii) promptly after the SPAC Merger, Isdera Technology Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability and a direct wholly owned subsidiary of PubCo (“Merger Sub”), will be merged with and into Isdera Group, with Isdera Group remaining as the surviving entity, resulting in Isdera Group being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among UYSC, Isdera Group, PubCo, Merger Sub, Xinghui Automotive Technology (Hainan) Co., Ltd. (“Xinghui Technology”), Jianxun Kou, Shuyan Wang, and Wenfang Song, individuals, solely in their capacity as the shareholder representative of Xinghui Technology, Songze Shares Ltd., Wenyuan Holdings Ltd., and Shuyan Holdings Ltd., (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), and Wenfang Song, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholder. On September 22, 2026, PubCo and Merger Sub entered into a joinder agreement (the “Joinder Agreement”) with UYSC, Isdera Group, and the other parties to the Original Merger Agreement necessary to effect an amendment thereof, that resulted in each of Isdera Inc and Isdera Technology Limited becoming parties to the Merger Agreement as though an original party to the Merger Agreement.

After giving effect to the First Amendment, the aggregate consideration for the Acquisition Merger (the “Merger Consideration”) is $920,000,000, payable to the Isdera Group Shareholders (as defined below) in the form of newly issued PubCo Ordinary Shares (as defined below) valued at $10.00 per share. The calculation of the Merger Consideration would result in the aggregate issuance to the Isdera Group Shareholders at the Closing (as defined below), of 92,000,000 PubCo Ordinary Shares (the “Closing Payment Shares”).

Upon the Closing of the Business Combination, ordinary shares of PubCo will be comprised into class A ordinary shares of a par value of US$0.0001 each (“PubCo Class A Ordinary Shares”) and class B ordinary shares of a par value of US$0.0001 each (“PubCo Class B Ordinary Shares,” together with PubCo Class A Ordinary Shares, collectively “PubCo Ordinary Shares”) where each PubCo Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of PubCo and each PubCo Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at all general meetings of PubCo. Each PubCo Class B Ordinary Share is convertible into one PubCo Class A Ordinary Share at any time at the holder’s election, and such conversion is not mandatory. In no event shall PubCo Class A Ordinary Shares be convertible into PubCo Class B Ordinary Shares. Only PubCo Class A Ordinary Shares will be tradable on the Nasdaq Stock Market immediately after the closing of the Business Combination. At the Closing of the Business Combination, the former UYSC shareholders will receive the consideration specified below and the former shareholders of Isdera Group will receive an aggregate of 80,950,283 PubCo Class A Ordinary Shares and 11,049,717 PubCo Class B Ordinary Shares.

PubCo will be a “controlled company” as defined under the Nasdaq Listing Rules, because certain shareholders of Isdera Group will be able to exercise a majority of the aggregate voting power of PubCo’s issued and outstanding share capital upon the completion of the Business Combination, regardless of the number of share redemptions by UYSC’s shareholders, and as such, may have the ability to control the outcome of matters submitted to shareholders for approval. The controlling stockholder following the consummation of the Business Combination will be Wenfang Song, who will collectively and beneficially own 35,000,000 PubCo Class A Ordinary Shares and 11,049,717 PubCo Class B Ordinary Shares, representing (i) 70.62% of the aggregate voting power of our then-issued and outstanding Class A and Class B ordinary shares as a group, assuming no redemption of UYSC Ordinary Shares (as defined below) by public shareholders (“Public Shareholders”), and (ii) 71.29% of the aggregate voting power of our then-issued and outstanding Class A and Class B ordinary shares as a group, assuming full redemption of UYSC Ordinary Shares by Public Shareholders. Although PubCo does not intend to rely on the exemptions from certain corporate governance requirements afforded to a “controlled company”, including exemptions from the requirements that a majority of the board of directors be independent and that the compensation and nominating committees be comprised entirely of independent directors, we could elect to rely on these exemptions in the future, and if so, the investors would not have the same protection afforded to shareholders of companies that are subject to all the corporate governance requirements of Nasdaq. Upon completion of the Business Combination, as long as the controlling shareholders hold at least 60.68% of the PubCo Class B Ordinary Shares (representing 6.41% of the Ordinary Shares overall) assuming full redemption of UYSC Ordinary Shares by Public Shareholders, they would continue to control the outcome of matters submitted to shareholders for approval (assuming a simple majority is needed to approve such matters). See the sections entitled “PubCo’s Directors and Executive Officers after the Business Combination” and “Security Ownership of the Combined Company after the Business Combination” of this proxy statement/prospectus for more details.

Only shareholders of UYSC who hold shares of record as of the close of business on [●] (the “Record Date”) are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. As of the Record Date, there were [●] UYSC Ordinary Shares issued and outstanding and entitled to vote.

One of the conditions to the obligations of Isdera Group to consummate the Closing is that the initial listing application of PubCo with Nasdaq in connection to the contemplated transactions shall have been conditionally approved and, immediately following the Effective Time (as defined below), PubCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq and the additional listing of the Closing Payment Shares shall have been approved by Nasdaq. The terms of the Merger Agreement permit that this condition may be waived in writing by UYSC and Isdera Group, without recirculation or resolicitation of this proxy statement/prospectus. Shareholders may not have certainty at the time they vote regarding whether PubCo’s securities will be listed on a national securities exchange following the Business Combination.

At the Extraordinary General Meeting, shareholders of UYSC will be asked to consider and vote upon the following proposals:

The Acquisition Merger Proposal (Proposal No. 2) is conditioned upon the approval of Proposal No. 1 (the SPAC Merger Proposal) and Proposal No. 3 (the Nasdaq Proposal), and the SPAC Merger Proposal (Proposal No. 1) and the Nasdaq Proposal (Proposal No. 3) are dependent upon approval of the Acquisition Merger Proposal (Proposal No. 2). In addition, the PubCo Charter Proposal (Proposal No. 4) is conditioned on the approval of the SPAC Merger Proposal (Proposal No. 1). It is important for you to note that in the event that either the SPAC Merger Proposal or the Acquisition Merger Proposal is not approved, UYSC will not consummate the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. 

If shareholders of UYSC approve the SPAC Merger Proposal and the Acquisition Merger Proposal, then, immediately prior to the consummation of the Business Combination, all outstanding units of UYSC (each of which consists of one UYSC Ordinary Shares (as defined below) and one UYSC Right (as defined below)) (the “UYSC Units”) will separate into their individual components of UYSC Ordinary Shares and UYSC Rights, and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of shareholders of UYSC shall be exchanged as follows:

Assuming the exchange and conversion of all the outstanding UYSC Ordinary Shares and UYSC Rights held by the Initial Shareholders (as defined below), under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemptions, and (iii) a maximum redemption scenario, immediately upon consummation of the Business Combination, as of the Closing the Initial Shareholders will own 1,726,517 PubCo Ordinary Shares, representing approximately 1.60%, 1.64%, and 1.65 of the issued PubCo Ordinary Shares, respectively. The PubCo Ordinary Shares issuable to the Initial Shareholders are issuable in respect of the following UYSC securities held by the Initial Shareholders (i) 1,437,500 shares of UYSC Ordinary Shares; (ii) 240,848 shares of UYSC Ordinary Shares included as part of the Private Units; and (iii) 48,169 UYSC Ordinary Shares underlying the UYSC Rights included as part of the Private Units. 

These relative percentages assume that none of UYSC’s existing Public Shareholders opted to exercise their dissenting rights, as discussed herein. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The UYSC Units, UYSC Ordinary Shares and UYSC Rights are currently listed on the Nasdaq Capital Market under the symbols “UYSCU,” “UYSC,” and “UYSCR.” PubCo intends to apply to list the PubCo Class A Ordinary Shares on the Nasdaq Stock Market under the symbol “ICAR” in connection with the Closing of the Business Combination. Each UYSC Unit consists of one UYSC Ordinary Shares and one UYSC Right to receive one-fifth (1/5^th) of one Ordinary Share upon the consummation of an initial business combination.

UYSC cannot assure you that the PubCo Class A Ordinary Shares will be approved for listing on Nasdaq.

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 32 for a discussion of information that should be considered in connection with an investment in PubCo securities.

Isdera Group is not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries in China.

Isdera Group’s PRC Operating Entities (as defined below) face various legal and operational risks and uncertainties related to doing business in China. For instance, Isdera Group’s PRC Operating Entities face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the ability of the Public Company Accounting Oversight Board (United States) (“PCAOB”) to inspect Isdera Group’s auditors, which may impact the ability of Isdera Group’s subsidiaries to conduct certain businesses, accept foreign investors, or list on a United States or foreign exchange after the Business Combination. These risks could result in a material adverse change in Isdera Group’s business operations and the value of PubCo Class A Ordinary Shares, significantly limit or hinder PubCo’s ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. As Isdera Group’s PRC Operating Entities do business in China, Chinese regulatory authorities could disallow such a structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. For a detailed description of risks related to doing business in China, see “Risk Factors — Risks Related to Doing Business in China” in this proxy statement/prospectus.

Isdera Group’s corporate structure as a Cayman Islands holding company with operations primarily conducted by its subsidiaries in China involves unique risks to investors. Chinese regulatory authorities could disallow this structure, which could cause Isdera Group to be incapable of continuing operations without changing the corporate structure or switching the business focus. This may in turn cause the value of the Isdera Group securities to significantly decline or even become worthless. According to the Foreign Investment Law in China, the State Council shall promulgate or approve a list of special administrative measures for market access of foreign investments, or the Negative List. The Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate in industries specified as either “restricted” or “prohibited” from foreign investment in the Negative List. The Foreign Investment Law provides that foreign-invested entities operating in “restricted” or “prohibited” industries will require market entry clearance and other permissions or approvals from relevant PRC government authorities. The National Development and Reform Commission of China (“NDRC”) and the Ministry of Commerce of China (“MOFCOM”) jointly issued the Special Administrative Measures for the Access of Foreign Investment (Negative List) (2024 Version) (the “2024 Negative List”) on September 6, 2024, which became effective on November 1, 2024. The 2024 Negative List replaced the Special Administrative Measures for the Access of Foreign Investment (2021 Version) (the “2021 Negative List”) and serves as one of the main bases for management and guidance for the MOFCOM to manage and supervise foreign investments. As a company engaged in the large-scale designing of automobiles in the People’s Republic of China, the businesses operated by Isdera Group are not included in the 2024 Negative List. Therefore, Isdera Group believes that its business is not subject to any restrictions on equity ownership. However, since the Negative List has been adjusted and updated almost on an annual basis in the recent years, we cannot assure you that the aforementioned business segments will continuously be beyond the “prohibited” category, which would likely result in a material change in our operations or in the value of our securities. The PRC government will also establish a foreign investment information reporting system, according to which foreign investors or foreign-invested enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration system and the enterprise credit information publicity system, and a security review system under which the security review shall be conducted for foreign investment affecting or likely affecting the state security. For a detailed description of the risks associated with Isdera Group’s corporate structure, please refer to risks disclosed under “Risk Factors — Risks Related to Doing Business in China — PRC regulations of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our PRC Operating Entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” in this proxy statement/prospectus.

Isdera Group may encounter several limitations related to cash transfer among its PRC Operating Entities, the holding company and its investors. Any funds we transfer to the PRC Operating Entities, either as a shareholder loan or as an increase in registered capital, are subject to permission and approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to our PRC Operating Entities are subject to the registration with the State Administration for Market Regulation (“SAMR”) or its local counterpart and registration with a local bank authorized by China’s State Administration of Foreign Exchange (“SAFE”). In addition, (i) any foreign loan procured by our PRC Operating Entities is required to be registered with the SAFE or its local branches and (ii) any of our PRC Operating Entities may not procure loans which exceed the difference between its total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided by the People’s Bank of China. See “Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of future offerings to make loans or additional capital contributions to our PRC Operating Entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” As a holding company with no operations, our ability to distribute dividends largely depends on distributions from our PRC Operating Entities. In addition, if Isdera Group is determined to be a PRC resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, which could materially reduce our net income, and we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ordinary shares, and non-resident enterprise shareholders (including our ordinary shareholders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of ordinary shares, if such income is treated as sourced from within China. Pursuant to the Double Tax Avoidance Arrangement, a withholding tax rate of 10% may be lowered to 5% if the enterprise in mainland China is at least 25% held by a Hong Kong enterprise for at least 12 consecutive months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws. An “indirect transfer” of PRC assets, including a transfer of equity interests in an unlisted non-PRC holding company of a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of the underlying PRC assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfers may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. See “Risk Factors — Risks Related to Doing Business in China — Under the PRC Enterprise Income Tax Law, PubCo may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to PubCo and its non-PRC shareholders and have a material adverse effect on its results of operations and the value of your investment.”

Isdera Group may also face risks relating to the lack of PCAOB inspection on its auditor, which may cause the PubCo Ordinary Shares to be delisted from a U.S. stock exchange or prohibited from being traded over-the-counter in the future under the Holding Foreign Companies Accountable Act as amended by the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”) that was signed into law on December 29, 2022. If the PCAOB has determined that it is unable to completely investigate Isdera Group’s auditor for two consecutive years beginning in 2022. The delisting or the cessation of trading of PubCo securities, or the threat of them being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in China and Hong Kong, respectively, and identifies the registered public accounting firms in China and Hong Kong that are subject to such determinations. Isdera Group’s auditor is headquartered in Singapore, is subject to inspection by the PCAOB on a regular basis and the PCAOB can inspect our auditor. Therefore, it is not currently subject to the determinations announced by the PCAOB on December 16, 2021. However, since the audit work was carried out by Isdera Group’s auditor with the collaboration of its China-based office, the audit working papers of Isdera Group’s financial statements may not be inspected by the PCAOB without the approval of the PRC authorities. On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission (the “CSRC”) and the Ministry of Finance of the People’s Republic of China (the “MOF”). The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; and (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. On December 15, 2022, the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. We cannot assure you whether Nasdaq or other regulatory authorities would apply additional and more stringent criteria on us after considering the effectiveness of our auditor’s audit procedures, quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to the audit of our financial statements. There is a risk that the PCAOB is unable to inspect or investigate the Company’s auditor completely because of a position taken by an authority in a foreign jurisdiction or any other reasons, and that the PCAOB may re-evaluate its determinations as a result of any obstruction with the implementation of the Protocol. Such lack of inspection or re-evaluation could cause trading in the Company’s securities to be prohibited under the AHFCAA, ultimately resulting in a determination by a securities exchange to delist the Company’s securities. In addition, under the AHFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for two consecutive years, which ultimately could result in our ordinary shares being delisted by an exchange. See “Risk Factors — Risks Related to Doing Business in China — Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations are evolving quickly. Further implementations and interpretations of our amendments to the HFCAA or the related regulations, or a PCAOB’s determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in mainland China that PCAOB may not be able to inspect or investigate completely such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary share could be delisted from the stock exchange pursuant to the HFCAA.”

The structure of cash flows within our organization and a summary of the applicable regulations are as follows:

Our equity structure is a direct holding structure. Isdera Group, the entity to be acquired by PubCo, will control Yingzi (Anqing) Enterprise Management Co., Ltd., a limited liability company incorporated in the PRC on October 14, 2025 (“WFOE”), and other domestic operating entities through its British Virgin Islands holding company, Isdera (BVI) Group Limited, and its wholly owned Hong Kong subsidiary, Isdera HK Limited, a limited company incorporated in Hong Kong on June 9, 2025 (“Isdera HK”).

Within our direct holding structure, the cross-border transfer of funds within our corporate group is lawful and compliant with the current laws and regulations of the PRC. After any non-PRC-based investors’ funds enter Isdera Group at Isdera Group’s securities offerings outside of China, the funds can be directly transferred to Isdera HK and then transferred to subordinate operating entities through the WFOE in accordance with relevant laws and regulations of the PRC. To the extent cash in the business is in the PRC or a PRC entity, the funds may be unavailable to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of Isdera Group or Isdera Group’s subsidiaries, by the PRC government to transfer cash. Please see “Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of future offerings to make loans or additional capital contributions to our PRC Operating Entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business” for more details.

If we intend to distribute dividends, we will transfer the funds to Isdera HK from WFOE in accordance with the laws and regulations of the PRC, and then Isdera HK will transfer the dividends to Isdera (BVI) Group Limited, then Isdera Group, and the dividends will be distributed from Isdera Group to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. In terms of the cash transfer among Isdera Group and its subsidiaries, subject to the amounts of cash transfer and the nature of the use of funds, requisite internal approval shall be obtained prior to each cash transfer. Specifically, all transactions require the approvals of the financial controllers of the entities involved. If an internal cash transfer exceeds RMB 10,000,000 (approximately $1.5 million), the general manager is also required to conduct a review and provide approval, and the profit distribution involved must also be approved by the shareholders at a meeting. There are no other cash management policies. Please see Cash Transfer under Summary section, and “Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of future offerings to make loans or additional capital contributions to our PRC Operating Entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business” in the risk factors section for more details.

In the reporting periods presented in this proxy statement/prospectus, (1) no cash transfers have occurred between our holding company and its subsidiaries and consolidated entities, (2) no dividends nor distributions have been made by the subsidiaries or consolidated entities to our holding company, and (3) our holding company has not paid any dividends nor made any distributions to our investors. For further details, please refer to “Selected Historical Combined Financial Information of Isdera Group”, as well as the consolidated financial statements included elsewhere in this proxy statement/prospectus. As of the date of this proxy statement/prospectus, Isdera Group does not have any cash management policy other than that is stated in the paragraph above. We intend to use the earnings for research and development, to develop new products and to expand its production capacity. As a result, Isdera Group currently does not have a plan to declare dividends to its shareholders in the foreseeable future.

Isdera Group’s PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable. In addition, PRC Operating Entities cannot distribute dividends until any previous years’ loss has been offset. See “Regulations Applicable to Isdera Group — Regulations Relating to Dividend Distributions” for more information.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends, and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

As of [●], there was approximately $[●] million in the UYSC trust account (the “Trust Account”). On [  ], 2026, the last sale price of UYSC Ordinary Shares was $[__].

Following the completion of the Business Combination, the issued and outstanding share capital of PubCo will consist of PubCo Ordinary Shares. The shareholders of Isdera Group (the “Isdera Group Shareholders”) will beneficially own 92,000,000 of the issued PubCo Ordinary Shares and will be able to exercise 92.93% of the total voting power of the issued and outstanding share capital of PubCo immediately following the completion of the Business Combination, assuming that none of the existing Public Shareholders of UYSC exercise their Redemption Rights or dissenting rights, as discussed herein.

Pursuant to UYSC’s second amended and restated memorandum and articles of association (the “Current Charter”), UYSC is providing its Public Shareholders with the opportunity to redeem all or a portion of their UYSC Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in its Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to it (which interest shall be net of income taxes payable) divided by the number of then issued UYSC Ordinary Shares that were sold as part of the UYSC Units in the IPO, subject to the limitations described herein. UYSC estimates that the per-share price at which UYSC Ordinary Shares held by the public (the “Public Shares”) may be redeemed from cash held in the Trust Account will be approximately $[  ] at the time of the Extraordinary General Meeting. The redemption price per share may increase between the date of this proxy statement/prospectus and the date that is two business days prior to the Closing of the business combination due to any interest that accrues on the amount on deposit in the Trust Account prior to such date, although we expect the redemption price two business days prior to such Closing Date will be approximately the same as the amount set forth above. The closing price of the Public Shares on [●], 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, was $[●] per share. If the closing price of the Public Shares was to remain the same until the Closing of the Business Combination, exercising Redemption Rights would result in a holder of UYSC Public Shares receiving approximately $[●] more/less per share than if the shares were sold in the open market (based on the current per share redemption price). UYSC cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Public Shareholders of UYSC may elect to redeem their shares even if they vote for the SPAC Merger or do not vote at all. UYSC has no specified maximum redemption threshold under the Current Charter. According to the Current Charter, a public shareholder of UYSC, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of UYSC Ordinary Shares, will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the directors of UYSC.

The following table summarizes the pro forma ownership, as of March 31, 2026, of PubCo Ordinary Shares upon Closing of the Business Combination, including Ordinary Shares underlying Units, and Ordinary Shares following the Business Combination under (i) a no further redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

UYSC also issued a promissory note to the Sponsor in the aggregate principal amount of up to $1,000,000. As of March 31, 2026, the outstanding principal amount under such note was $313,401 and as of June 30, 2026, the outstanding principal amount under such note was $469,053. As amended, the promissory note is repayable by UYSC to the Sponsor in full on the earlier of: (i) March 31, 2027 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 UYSC’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.

Compensation Received by the Sponsor

Pursuant to the SEC’s rules governing special purpose acquisition companies (SPACs), securities of UYSC and promissory notes from UYSC issued to any entity and/or person primarily responsible for organizing, directing or managing the business and affairs of the SPAC, may be considered “compensation” awarded to or earned by a SPAC Sponsor. In accordance with the SEC rules, UY Scuti Investments Limited is deemed to be UYSC’s Sponsor.

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by UYSC to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

The retention of shares by Sponsor and the reimbursements payable to Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming Public Shareholders of UYSC. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information.”

Other Financing Transactions

On March 31, 2026, the Sponsor’s designee, Sun Peisha, caused the first extension fee of $450,000 to be deposited into the Trust Account. On April 25, 2026, UYSC issued the Extension Note to the lender to evidence the loan. The Extension Note provides that the outstanding principal shall be repaid on the date on which UYSC consummates the Business Combination with such outstanding principal being converted into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of UYSC and one right to receive one-fifth of one ordinary share of UYSC, resulting in the holder of the Extension Note being entitled to receive a total of 54,000 Class A ordinary shares.

On June 30, 2026, Isdera HK, an affiliate of Isdera Group, loaned UYSC the aggregate amount of $450,000, which sum was deposited into the Trust Account in order to extend the time that UYSC has to consummate a business combination for the second three-month extension period. On September 30, 2026, Isdera HK, loaned UYSC an additional $450,000, which sum was deposited into the Trust Account in order to extend the time that UYSC has to consummate a business combination for the third three-month extension period.

On October 22, 2026, UYSC issued a note to Isdera HK in the aggregate principal amount of $900,000 to evidence the two loans (the “Isdera Extension Note”). The Isdera Extension Note provides that the outstanding principal shall be repaid on the date on which UYSC consummates the Business Combination. Unless the holder of the Isdera Extension Note is, or becomes, a subsidiary of PubCo, such holder will have the right to convert the outstanding principal into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of UYSC and one right to receive one-fifth of one ordinary share of UYSC. If the holder of the Isdera Extension Note is or would become a subsidiary of PubCo, the outstanding principal amount shall be settled or discharged at closing through (i) cash repayment or (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the holder and UYSC.

On October 22, 2026, UYSC issued a note to Xinghui Technology in the aggregate principal amount of up to $200,000 to evidence a working capital loan to be provided by the lender (the “Xinghui Note”). The Xinghui Note provides that the outstanding principal shall be repaid on the date on which UYSC consummates the Business Combination. Unless the holder of the Xinghui Note is, or becomes, a subsidiary of PubCo, such holder will have the right to convert the outstanding principal into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of UYSC and one right to receive one-fifth of one ordinary share of UYSC. If the holder of the Xinghui Note is or would become a subsidiary of PubCo, the outstanding principal amount shall be settled or discharged at closing through (i) cash repayment or (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the holder and UYSC. As of the date of issuance, the principal amount outstanding under the Xinghui Note was $135,154.

Conflicts of Interest

The Sponsor, directors and officers of UYSC may have interests in the Business Combination that are different from your interests as a shareholder. Simultaneously with the closing of the IPO, UYSC consummated the private placement (the “Private Placement”) with the Sponsor of 240,848 UYSC Units (the “Private Unit(s)”), generating total proceeds of $2,408,480, including the cancellation of $337,580 of indebtedness. The following table sets forth information regarding current and former directors and officers of UYSC and the Sponsor’s beneficial interests in securities of UYSC as at [__], 2026:

Notes:

Pursuant to an amendment to its Current Charter, as adopted by passing of a special resolution of the UYSC shareholders at the UYSC Extraordinary General Meeting held on March 31, 2026, if UYSC does not consummate an initial business combination by 12 months from the closing of the initial public offering (or up to 24 months if the business combination period is extended in accordance with the terms of UYSC’s Current Charter, as described herein) (the “Combination Period”), it will be required to dissolve and liquidate and the securities held by the Initial Shareholders will be worthless because the Initial Shareholders have agreed to waive their rights to any liquidation distributions. The 1,726,517 PubCo Ordinary Shares will be received by the directors and officers of UYSC and the Sponsor (including the UYSC Ordinary Shares included in the UYSC Units and the 48,169 UYSC Ordinary Shares underlying the Private Rights), respectively, if unrestricted and freely tradable, would have had an aggregate market value of approximately $[  ] million based upon the closing price of $[  ] per share on Nasdaq on [  ], 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. As a result of the interests of the Sponsor and the directors and officers of UYSC in securities of UYSC, the Sponsor and the directors and officers of UYSC have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial business combination of UYSC.

Moreover, prior to the IPO, UYSC issued an aggregate of 1,437,500 insider shares (the “Founder Shares”) to the Initial Shareholders for an aggregate purchase price of $25,000. Subsequently, in UYSC’s IPO and simultaneous private placement, the Sponsor purchased an aggregate of 240,848 Private Units, including Private Units purchased in connection with the exercise by the underwriters of the IPO of the overallotment option. Each Private Unit is comprised of one UYSC Ordinary Share and one UYSC Right, each UYSC Right to be converted automatically into 1/5 (one-fifth) of one UYSC Ordinary Share upon consummation by UYSC of an initial business combination. As of the date of this proxy statement/prospectus, the Initial Shareholders hold an aggregate of 1,678,348 insider shares, the aggregate purchase price of which was $2,433,480, or approximately $[__] per share. As a result, Sponsor and the directors and officers of UYSC will have rates of return on their respective investments which differ from the rate of return of shareholders of UYSC who purchased shares of UYSC Ordinary Shares at various other prices, including UYSC Ordinary Shares included in UYSC Units that were sold at $10.00 per unit in the IPO. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding UYSC Ordinary Shares will convert automatically, on a one-for-one basis, into one PubCo Class A Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by a shareholder of UYSC at the time of purchase of the UYSC Ordinary Shares by such shareholder, a situation may arise in which the Sponsor or a director of UYSC maintains a positive rate of return on its/his/her UYSC Ordinary Shares while such shareholder of UYSC experiences a negative rate of return on the shares such shareholder of UYSC purchased. The securities currently owned by the Initial Shareholders will have a significantly higher value at the time of the Business Combination than at the time of purchase. For purpose of illustration, given that as of the date hereof, the Initial Shareholders collectively hold 1,678,348 shares of UYSC Ordinary Shares, including 1,437,500 Founder Shares and 240,848 shares included in the Private Units, based on an estimated market price of $[  ] per PubCo Ordinary Share (i.e. being the UYSC Ordinary Share closing price on [  ], 2026, the most recent practicable date prior to the date of this proxy statement/prospectus) immediately after Closing, the aggregate value of PubCo Ordinary Shares owned by the Initial Shareholders would be $[  ] and the Initial Shareholders would have a potential aggregate profit of $[  ], representing a profit of $[  ] per PubCo Ordinary Share, whereas other Public Shareholders of UYSC would only have a profit of $[  ] per PubCo Ordinary Share.

The IPO and exercise of the underwriters’ overallotment option resulted in the sale and issuance of 5,750,000 UYSC Ordinary Shares for $57,500,000 before expenses, which discounts the existence and value of the UYSC Rights that were included along with the UYSC Ordinary Shares in the UYSC Units that were sold in the IPO for $10.00 per UYSC Unit. Such discounting has been effected to conservatively estimate the dilution caused by the Sponsor’s investment in and holdings of UYSC as of the closing of the IPO and exercise of the underwriters’ overallotment option. In accordance with the above, as of immediately following the IPO, including the underwriters’ full exercise of their over-allotment option, counting the Sponsors’ investment and holdings and those of UYSC’s Public Shareholders, UYSC had a net tangible book value of $58,644,239 and 7,658,348 UYSC Ordinary Shares outstanding, or approximately $7.66 net tangible book value per share. As such, the Sponsor’s holdings and investment resulted in dilution of approximately $2.34 per UYSC Ordinary Share held by UYSC’s Public Shareholders.

The PubCo Class A Ordinary Shares to be held by the Sponsor and other officers and directors of UYSC following the Business Combination will be identical to the PubCo Class A Ordinary Shares to be held by UYSC’s Public Shareholders in every respect. Because only the 48,169 PubCo Class A Ordinary Shares to be issued in respect of the UYSC Rights held by the Sponsor will be new issuances, only those securities could result in additional material dilution to UYSC’s Public Shareholders, and because the Public Shareholders will also be issued UYSC Class A Ordinary Shares in respect of their UYSC Rights, in the same proportion or greater than that of the Sponsor, since Public Shareholders who redeem their UYSC Ordinary Shares will still keep and receive PubCo Class A Ordinary Shares in respect of their UYSC Rights, the issuance to Sponsor of PubCo Class A Ordinary Shares in respect of its UYSC Rights could reasonably be seen as not causing any additional substantial dilution to the UYSC Public Shareholders.

Additionally, as of June 30, 2026, a total of $150,000 of service fees have been accrued by UYSC for services rendered by the Sponsor pursuant to an administrative services agreement between UYSC and the Sponsor. Finally, if the Sponsor was to loan any amount(s) to UYSC and/or incur any fees or out-of-pocket expenses on UYSC’s behalf, the total sum of such loans, fees and out-of-pocket expenses would be repayable on or after the Closing and constitute Sponsor compensation. If any such amounts were loaned or incurred and UYSC failed to complete an initial business combination before its deadline pursuant to the Current Charter, as may be amended to extend such date, such amounts would be forfeited. As of the date of this proxy statement/prospectus, the principal amount due and owing under loans to the Sponsor was $[●] and, as of June 30, 2026, there were $[●] of fees due or other out-of-pocket expenses to be repaid by UYSC to the Sponsor.

In connection with the Business Combination, there may be an actual or potential material conflict of interest between: on one hand, the UYSC’s officers or directors; and, on the other hand, unaffiliated security holders of the UYSC. Shareholders should also be aware that interests of the Sponsor and the UYSC’s officers and directors may be inherently different from the interests of unaffiliated shareholders of UYSC, which could cause them to pursue terms of Business Combination less favorable to non-redeeming shareholders, and that they owe no fiduciary duty to UYSC’s shareholders. However, under Cayman Islands law, UYSC’s directors owe fiduciary duties to the company, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in the best interests of the company as a whole. UYSC’s directors also must exercise their powers only for a proper purpose. Accordingly, when considering and approving the Business Combination, UYSC’s directors must comply with their fiduciary duties under Cayman Islands law by acting honestly, in good faith, and in the best interests of the company as a whole. After Closing, certain of Isdera Group’s officers and directors will be appointed as officers and directors of PubCo. See “Proposal No. 2. - The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination,” “Questions and Answers About the Business Combination and the Extraordinary General Meeting — Q: Do any of Isdera Group’s officers or directors have a conflict of interest with unaffiliated security holders of UYSC with respect to the Business Combination or the approval of the required proposals?” and “Summary of the Proxy Statement/Prospectus — Interests of Isdera Group’s Directors and Officers with the Business Combination.” Furthermore, UYSC intends to use substantially all of the funds held in the trust account to complete the Business Combination, after the payment to holders of UYSC Ordinary Shares exercising redemption rights upon Closing, and any remaining amount will be used for future working capital and other corporate purposes of PubCo. See “Questions and Answers About the Business Combination and the Extraordinary General Meeting — Q: What happens to the funds deposited in the Trust Account following the Business Combination?”

The UYSC Board has determined (i) that the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of, UYSC and its shareholders, and (ii) to recommend that the shareholders approve the transactions contemplated by the Merger Agreement, including the Business Combination. UYSC initially obtained a fairness opinion provided by King Kee Appraisal and Advisory Limited stating that, based on financial, business and operating information available to it as of March 31, 2025, the total consideration to be paid by UYSC in the Business Combination is fair to the UYSC shareholders from a financial perspective. In addition, prior to entering into the First Amendment, King Kee Appraisal and Advisory Limited issued an updated fairness opinion dated September 3, 2026 to UYSC. The UYSC Board believed that the officers and directors of UYSC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination.

As of the date of this prospectus/proxy statement, UYSC has not entered into any agreement, arrangement, or understanding, including any payments, between the Sponsor and unaffiliated security holders of UYSC regarding the redemption of outstanding securities of UYSC.

Approval of the Nasdaq Proposal and the Adjournment Proposal each will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of votes cast by, or on behalf of, the shareholders of the UYSC Ordinary Shares and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Since each of these proposals require the affirmative vote of a majority of the shares of UYSC Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have no effect on such proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of these proposals. The approval of the SPAC Merger Proposal, the Acquisition Merger Proposal and the PubCo Charter Proposal requires a special resolution under Cayman Islands law, being a resolution of the company passed by at least a two-thirds (2/3) majority of the holders of the UYSC Ordinary Shares as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. As of the date of this proxy statement/prospectus, the Initial Shareholders own 33.6% of the issued and outstanding shares of UYSC Ordinary Shares. The Initial Shareholders have agreed to vote their UYSC Ordinary Shares in favor of the SPAC Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intends to vote for the Nasdaq Proposal, the PubCo Charter Proposal, and the Adjournment Proposal, although there is no agreement in place with respect to voting on those latter proposals.

Each shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay. Shareholders of UYSC may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person (including by virtual presence) if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person (including by virtual presence) or by proxy and abstaining from voting and broker non-votes will have no effect on any of the Proposals. However, an abstention will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person (including by virtual presence), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting of shareholders. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person (including by virtual presence).

Other Important Information

This proxy statement/prospectus provides you with detailed information about the Merger Agreement and other matters to be considered at the Extraordinary General Meeting. We encourage you to read this entire proxy statement/prospectus, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32 of this proxy statement/prospectus.

The UYSC Board has unanimously approved the Merger Agreement and the Plan of Merger and unanimously recommends that the holders of UYSC to vote “FOR” approval of each of the Proposals. When you consider the Board’s recommendation of these Proposals, you should keep in mind that directors and officers of UYSC have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination.”

UYSC PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION IN ORDER TO REDEEM THEIR SHARES FOR CASH. THIS MEANS THAT UYSC PUBLIC SHAREHOLDERS WHO HOLD PUBLIC SHARES ON OR BEFORE [●], 2026 (TWO (2) BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING) MAY ELECT TO REDEEM THEIR SHARES WHETHER OR NOT THEY ARE HOLDERS AS OF THE RECORD DATE, AND WHETHER OR NOT THEY VOTE FOR THE SPAC MERGER PROPOSAL, THE ACQUISITION MERGER PROPOSAL, OR THE OTHER PROPOSALS DESCRIBED HEREIN. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR UYSC ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO UYSC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR UYSC ORDINARY SHARES (AND CERTIFICATES (IF ANY)) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR UYSC ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Whether or not you plan to attend the Extraordinary General Meeting, all shareholders of UYSC are urged to carefully read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of UYSC and Isdera Group carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 32 of the accompanying proxy statement/prospectus.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

The accompanying proxy statement/prospectus is dated [●], 2026, and is expected to be first mailed or otherwise delivered to UYSC Shareholders on or about [●], 2026.

On behalf of the Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on [●], 2026: This notice of meeting, and the accompanying proxy statement/prospectus are available at [●].

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by UYSC with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our Proxy Solicitor, at:

[NAME]
Individuals call toll-free:
Brokers call:
Email:

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about UYSC, PubCo, Merger Sub and Isdera Group. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of UYSC, PubCo, Merger Sub and Isdera Group has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of UYSC or Isdera Group since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus:

Isdera Group is not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries in China.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus are made at RMB 6.8980 to US$1.00, representing the rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on March 31, 2026. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all.

UY Scuti Acquisition Corp.
39 E. Broadway, Suite 603

New York, New York 10002
Tel: (412) 947-0514

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON [  ], 2026

TO THE SHAREHOLDERS OF UY SCUTI ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders of UY Scuti Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with limited liability (“UYSC”), will be held at [  ] on [  ], 2026 at [  ]AM/PM Eastern Time (the “Extraordinary General Meeting”) and virtually using the following dial-in information:

The Extraordinary General Meeting will be held for the purposes of considering and voting upon, and if thought fit passing and approving the following resolutions:

This proposal is referred to as the PubCo Charter Proposal or Proposal No. 4.

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.”

The Acquisition Merger Proposal (Proposal No. 2) is conditioned upon the approval of Proposal No. 1 (the SPAC Merger Proposal) and Proposal No. 3 (the Nasdaq Proposal), and the SPAC Merger Proposal (Proposal No. 1) and the Nasdaq Proposal (Proposal No. 3) are dependent upon approval of the Acquisition Merger Proposal (Proposal No. 2). In addition, the PubCo Charter Proposal (Proposal No. 4) is conditioned on the approval of the SPAC Merger Proposal (Proposal No. 1). It is important for you to note that in the event that either the SPAC Merger Proposal or the Acquisition Merger Proposal is not approved, UYSC will not consummate the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. 

After careful consideration, the UYSC Board has approved the Merger Agreement and the Business Combination and recommends that shareholders of UYSC vote “FOR” each of the Proposals described in the accompanying proxy statement/prospectus. When you consider the UYSC Board’s recommendation of these Proposals, you should keep in mind that certain directors and officers of UYSC have interests in the Business Combination that may conflict with your interests as a shareholder.

As of the Record Date, there were [__] UYSC Ordinary Shares issued and outstanding and entitled to vote. Only shareholders of UYSC who hold shares of record as of the close of business on [  ] are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. This proxy statement/prospectus is first being mailed to shareholders of UYSC on or about [  ]. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of the Nasdaq Proposal and the Adjournment Proposal each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the votes cast by, or on behalf of, the shareholders of the UYSC Ordinary Shares and entitled to vote thereon and who vote at the Extraordinary General Meeting. The approval of the SPAC Merger Proposal, the Acquisition Merger Proposal and the PubCo Charter Proposal each requires a special resolution under Cayman Islands law, being a resolution of the company passed by at least a two-thirds (2/3) majority of the holders of the UYSC Ordinary Shares as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have no effect on any of the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

As contemplated by UYSC’s Current Charter, the holders of UYSC Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established in connection with the IPO to hold a portion of the proceeds of the IPO if the Business Combination is consummated, regardless of how such Public Shareholders vote, or whether they vote at all, on the Proposals set forth in the proxy statement/prospectus. The Sponsor and UYSC’s officers and directors have agreed to waive their Redemption Rights with respect to any UYSC Ordinary Shares owned by them in connection with this Extraordinary General Meeting.

On [●], 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate amount on deposit in the Trust Account was approximately $[●] (including interest not previously released to UYSC but net of expected taxes payable). Accordingly, as of such date, the redemption price per share would have been approximately $[●]. The redemption price per share may increase between the date of this proxy statement/prospectus and the date that is two business days prior to the consummation of the Business Combination due to any interest that accrues on the amount on deposit in the Trust Account prior to such date, although we expect the redemption price two business days prior to the consummation of the Business Combination will be approximately the same as the amount set forth above. The closing price of Public Shares on [●], 2026, the most recent practicable date prior to the date of this proxy statement, was $[●] per share. If the closing price of the Public Shares was to remain the same until the date of the Extraordinary General Meeting, exercising Redemption Rights would result in a Public Shareholder receiving approximately $[●] more/less per share than if the shares were sold in the open market (based on the current per share redemption price). UYSC cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR UYSC ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO UYSC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR UYSC ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO UYSC’S TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR UYSC ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have no effect on any of the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay to the Proxy Solicitor not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting in person and casting your vote by ballot or by submitting a written revocation to the Proxy Solicitor, that is received by the Proxy Solicitor before we take the vote at the Extraordinary General Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The accompanying proxy statement/prospectus contains important information about the Extraordinary General Meeting, the Business Combination and the Proposals described above. Whether or not you plan to attend the Extraordinary General Meeting, UYSC urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated [●], 2026 and is first being mailed to UYSC shareholders on or about that date.

UYSC Board unanimously recommends that you vote “FOR” approval of each of the Proposals.

By order of the UYSC Board,

TABLE OF CONTENTS

i

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-[___]) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of the PubCo Class A Ordinary Shares to shareholders of UYSC, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which shareholders of UYSC will be asked to consider and vote upon the Proposals to approve the SPAC Merger, the Acquisition Merger, the Nasdaq Proposal, the PubCo Charter Proposal, and the Adjournment Proposal.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

As a foreign private issuer, after the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. UYSC files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read SEC filings of UYSC, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.report.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact the Proxy Solicitor at:

[TBD]
Individuals call toll-free: [__]
Brokers call: [__]
Email: [__]

All information contained in this proxy statement/prospectus relating to UYSC, PubCo and Merger Sub has been supplied by UYSC, and all such information relating to Isdera Group has been supplied by Isdera Group.

Neither UYSC, PubCo, Merger Sub nor Isdera Group has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

ii

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, UYSC and/or Isdera Group and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Isdera Group,” and “Business of Isdera Group”. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of UYSC and Isdera Group, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by UYSC and the following:

iii

Table of Contents

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of UYSC, Isdera Group and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Isdera Group, UYSC, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, Isdera Group and UYSC undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

Approval of the Nasdaq Proposal and the Adjournment Proposal each will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of UYSC. Approval of the SPAC Merger Proposal, the Acquisition Merger Proposal and the PubCo Charter Proposal each requires a special resolution under Cayman Islands law, being a resolution of the company passed by at least a two-thirds (2/3) majority of the holders of the UYSC Ordinary Shares as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Moreover, according to the Current Charter, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of UYSC Ordinary Shares, will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, without the prior consent of directors of UYSC.

iv

Table of Contents

Approval of the Nasdaq Proposal and the Adjournment Proposal each will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of UYSC. Approval of the SPAC Merger Proposal, the Acquisition Merger Proposal and the PubCo Charter Proposal each requires a special resolution under Cayman Islands law, being a resolution of the company passed by at least a two-thirds (2/3) majority of the holders of the UYSC Ordinary Shares as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

As of the Record Date, [__] shares held by the Initial Shareholders, including the Sponsor and all of the officers and directors of UYSC to the extent they hold UYSC Ordinary Shares, or approximately [__]% of the outstanding shares of UYSC Ordinary Shares, would be voted in favor of each of the Proposals.

v

Table of Contents

Notes:

As of the date of the proxy statement/prospectus, [*], 2026, aside from pending repayments of the Promissory Note balance, there were no out-of-pocket unpaid reimbursable expenses for which the Initial Shareholders, including the Sponsor and its affiliates, are awaiting reimbursement.

If UYSC does not consummate an initial business combination by April 1, 2027 (assuming the business combination period is extended in full in accordance with the terms of UYSC’s Current Charter, as described herein), it will be required to dissolve and liquidate and the securities held by the Initial Shareholders will be worthless because the Initial Shareholders have agreed to waive their rights to any liquidation distributions. The 1,726,517 PubCo Ordinary Shares will be received by the directors and officers of UYSC and the Sponsor (including the UYSC Ordinary Shares included in the UYSC Units and the 48,169 UYSC Ordinary Shares underlying the Private Rights), respectively, if such shares were unrestricted and freely tradable, would have an aggregate market value of approximately $[  ] million, based upon the closing price of $[  ] per share on Nasdaq on [  ], 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. As a result of the interests of the Sponsor and the directors and officers of UYSC in securities of UYSC, the Sponsor and the directors and officers of UYSC have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial business combination of UYSC.

vi

Table of Contents

Moreover, prior to the IPO, UYSC issued an aggregate of 1,437,500 Founder Shares to the Initial Shareholders for an aggregate purchase price of $25,000. Subsequently, in UYSC’s IPO and simultaneous private placement, the Sponsor purchased an aggregate of 240,848 Private Units, including Private Units purchased in connection with the exercise by the underwriters of the IPO of the overallotment option. Each Private Unit is comprised of one UYSC Ordinary Share and one UYSC Right, each UYSC Right to be converted automatically into 1/5 (one-fifth) of one UYSC Ordinary Share upon consummation by UYSC of an initial business combination. As of the date of this proxy statement/prospectus, the Initial Shareholders hold an aggregate of 1,678,348 insider shares, the aggregate purchase price of which was $2,433,480, or approximately $1.45 per share. As a result, Sponsor and the directors and officers of UYSC will have rates of return on their respective investments which differ from the rate of return of shareholders of UYSC who purchased UYSC Ordinary Shares at various other prices, including UYSC Ordinary Shares included in UYSC Units that were sold at $10.00 per unit in the IPO. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding shares of UYSC Ordinary Shares will convert automatically, on a one-for-one basis, into one PubCo Class A Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by a shareholder of UYSC at the time of purchase of the shares of UYSC Ordinary Shares by such shareholder, a situation may arise in which the Sponsor or a director of UYSC maintains a positive rate of return on its/his/her UYSC Ordinary Shares while such shareholder of UYSC experiences a negative rate of return on the shares such shareholder of UYSC purchased. The securities currently owned by the Initial Shareholders will have a significantly higher value at the time of the Business Combination than at the time of purchase. For purpose of illustration, given that as of the date hereof, the Initial Shareholders collectively hold 1,678,348 UYSC Ordinary Shares, including 1,437,500 Founder Shares and 240,848 shares included in the Private Units, based on an estimated market price of $[ ] per PubCo Ordinary Share (i.e. being the UYSC Ordinary Shares closing price on [  ], 2026, the most recent practicable date prior to the date of this proxy statement/prospectus) immediately after Closing, the aggregate value of PubCo Ordinary Shares owned by the Initial Shareholders would be $[  ] and the Initial Shareholders would have a potential aggregate profit of $[  ], representing a profit of $[  ] per PubCo Ordinary Share, whereas other Public Shareholders of UYSC would only have a profit of $[  ] per PubCo Ordinary Share.

The IPO and exercise of the underwriters’ overallotment option resulted in the sale and issuance of 5,750,000 UYSC Ordinary Shares for $57,500,000 before expenses, which discounts the existence and value of the UYSC Rights that were included along with the UYSC Ordinary Shares in the UYSC Units that were sold in the IPO for $10.00 per UYSC Unit. Such discounting has been effected to conservatively estimate the dilution caused by the Sponsor’s investment in and holdings of UYSC as of the closing of the IPO and exercise of the underwriters’ overallotment option. In accordance with the above, as of immediately following the IPO, including the underwriters’ full exercise of their over-allotment option, counting the Sponsors’ investment and holdings and those of UYSC’s Public Shareholders, UYSC had a net tangible book value of $58,644,239 and 7,658,348 UYSC Ordinary Shares outstanding, or approximately $7.66 net tangible book value per share. As such, the Sponsor’s holdings and investment resulted in dilution of approximately $2.34 per UYSC Ordinary Share held by UYSC’s Public Shareholders.

The PubCo Class A Ordinary Shares to be held by the Sponsor and other officers and directors of UYSC following the Business Combination will be identical to the PubCo Class A Ordinary Shares to be held by UYSC’s Public Shareholders in every respect. Because only the 48,169 PubCo Class A Ordinary Shares to be issued in respect of the UYSC Rights held by the Sponsor will be new issuances, only those securities could result in additional material dilution to UYSC’s Public Shareholders, and because the Public Shareholders will also be issued UYSC Class A Ordinary Shares in respect of their UYSC Rights, in the same proportion or greater than that of the Sponsor, since Public Shareholders who redeem their UYSC Ordinary Shares will still keep and receive PubCo Class A Ordinary Shares in respect of their UYSC Rights, the issuance to Sponsor of PubCo Class A Ordinary Shares in respect of its UYSC Rights could reasonably be seen as not causing any additional substantial dilution to the UYSC Public Shareholders.

As a result of the interests of the Initial Shareholders in securities of UYSC, the Initial Shareholders will benefit from the completion of the Business Combination and therefore may be incentivized to complete the Business Combination even if it is with a less favorable target company or on terms less favorable to shareholders of UYSC, rather than liquidate. They may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial Business Combination of UYSC.

vii

Table of Contents

The exercise of discretion of directors’ and officers’ of UYSC in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in best interests of the shareholders of UYSC. In addition to the above, these interests include, among other things:

viii

Table of Contents

ix

Table of Contents

x

Table of Contents

In its IPO prospectus, UYSC also stated that “[i]f we decide to enter into a business combination with a target business that is affiliated with our insiders, we will do so only if we have obtained an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view.”

In its IPO prospectus, UYSC also stated that “[a]lthough we will not be specifically targeting any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for our initial business combination as set forth in the section of this prospectus entitled “Proposed Business” and such transaction were approved by a majority of our disinterested directors.”

As UYSC determined that there were no affiliations between UYSC and its Initial Shareholders and Isdera Group, it determined that it was not required to obtain a fairness opinion before entering into the Original Merger Agreement under its charter documents or its IPO prospectus, and that the unanimous approval of the Original Merger Agreement and the Business Combination by all of UYSC’s independent directors was sufficient.

xi

Table of Contents

The Sponsor is controlled by our chief executive officer, who is the sole director of the Sponsor. Although our chief executive officer is the sole director of the Sponsor, the Sponsor has no direct material and active role in managing the day-to-day activities of UYSC, which is managed by its executive management team.

The following directors and officers of UYSC have experience in organizing special purpose acquisition companies, as follows:

This proxy statement includes instructions on how to access the virtual Extraordinary General Meeting and how to listen and vote from home or any remote location with Internet connectivity.

xii

Table of Contents

You can pre-register to attend the Extraordinary General Meeting starting on [●], at 9:00 a.m., Eastern Time (two business days prior to the meeting date). Enter the URL address into your browser, https://www[●], enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Shareholders who hold their investments through a broker, bank or other nominee will need to contact Continental Stock Transfer & Trust Company to receive a control number to attend the Extraordinary General Meeting. If you plan to vote at the Extraordinary General Meeting, you will need to have a legal proxy from your bank or broker.

xiii

Table of Contents

After carefully reading and considering the information contained in this proxy statement/prospectus, if you do not hold your shares in “street name,” please fill out and sign the proxy card, and then mail your signed proxy card in the enclosed prepaid envelope as soon as possible and not less than 48 hours before the time for holding the Extraordinary General Meeting so that your shares may be voted at the Extraordinary General Meeting. If you hold your shares in “street name,” follow the instructions set forth on the voting information form you will receive from the institution in which you hold your share. You may also submit your proxy by through the Internet. Your proxy card will instruct the persons named on the card to vote your shares at the Extraordinary General Meeting as you direct on the proxy card. If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be voted as the UYSC Board recommends. If you do not vote or if you abstain, it will not have any effect on the vote for any of the Proposals, assuming a quorum is present at the Extraordinary General Meeting.

xiv

Table of Contents

Any corrected or changed written demand of Redemption Rights must be received by the Transfer Agent of UYSC two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against, or abstain from voting on, the Business Combination and whether or not they are holders of UYSC Ordinary Shares as of the Record Date. Any public shareholder who holds UYSC Ordinary Shares on or before [  ], 2026 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn: Mark Zimkind

E-mail: [email protected].

As of the date of this prospectus/proxy statement, UYSC has not entered into any agreement, arrangement, or understanding, including any payments, between the Sponsor and unaffiliated security holders of UYSC regarding the redemption of outstanding securities of UYSC.

xv

Table of Contents

As a Public Shareholder, you will be entitled to exercise your Redemption Rights if you:

Holders of Public Units must elect to separate the Public Units into the underlying Public Shares and Public Rights prior to exercising their Redemption Rights with respect to the Public Shares. If Public Shareholders hold their Public Units in an account at a brokerage firm or bank, such Public Shareholders must notify their broker or bank that they elect to separate the Public Units into the underlying Public Shares and Public Rights, your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of Public Units to be split and the nominee holding such Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of a corresponding number of Public Shares and Public Rights. This must be completed far enough in advance to permit your nominee to exercise your Redemption Rights upon the separation of the Public Units. If a holder holds Public Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your Redemption Rights upon the separation of the Public Units. If you fail to cause your Public Units to be separated in a timely manner, you will likely not be able to exercise your Redemption Rights. The Redemption Rights include the requirement that a holder must identify itself to UYSC in order to validly exercise its Redemption Rights. Public Shareholders may elect to exercise their Redemption Rights with respect to their Public Shares even if they vote “FOR” the SPAC Merger Proposal, “FOR” the Acquisition Merger Proposal and “FOR” the other proposals described in the proxy statement/prospectus. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its Redemption Rights with respect to all or a portion of the Public Shares that it holds and timely delivers its shares to the Transfer Agent, such Public Shares will be redeemed for a per share price, payable in cash, equal to the pro rata portion of the Trust Account, including interest earned on the fund held in the Trust Account and not previously released to UYSC to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [●], 2026, this would have amounted to approximately $[●] per issued and outstanding Public Share. If a Public Shareholder exercises its Redemption Rights in full, then it will not own Public Shares or receive PubCo Class A Ordinary Shares following the redemption.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your Redemption Rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the email address or address listed under the question “Who can help answer my questions?” below.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act) will be restricted from seeking Redemption with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

xvi

Table of Contents

If a Public Shareholder exercises its Redemption Rights in full, then it will not own Public Shares or PubCo Class A Ordinary Shares following the redemption. You will no longer own those shares and you will have no right to participate in, or have any interest in, the future growth of PubCo, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

Each redemption of Public Shares by Public Shareholders will reduce the amount in the Trust Account. However, in no event will UYSC proceed with the Business Combination if redemptions of the Public Shares shall result in its net tangible assets being less than $5,000,001 upon consummation of the Business Combination. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption exceed the requirement to have less than $5,000,001 of net tangible assets upon the consummation of the Business Combination, we will not complete the Business Combination or redeem any shares, and all Public Shares submitted for redemption will be returned to the holders thereof.

Pursuant to the Current Charter, if UYSC does not consummate an initial business combination, such as the Business Combination, within the timeframe required by the Current Charter, UYSC will be required to liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the Public Shareholders and all UYSC Rights will expire worthless.

xvii

Table of Contents

The following table summarizes the pro forma ownership, as of March 31, 2026, of PubCo Ordinary Shares upon Closing of the Business Combination, including Ordinary Shares underlying Units, and Ordinary Shares following the Business Combination under (i) a no further redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

xviii

Table of Contents

Concurrently with the execution of the Merger Agreement, certain Isdera Group Shareholders constituting a majority of the Isdera Group Ordinary Shares entered into a support agreement, pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination.

If you hold units registered in your own name, you must deliver the certificate for such units to UYSC’s Transfer Agent, with written instructions to separate such units into Public Shares and public rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your Redemption Rights upon the separation of the Public Shares from the units.

If a broker, dealer, commercial bank, trust company, or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, UYSC’s Transfer Agent. Such written instructions must include the number of units to be separated and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit DWAC, a withdrawal of the relevant units and a deposit of an equal number of Public Shares, and public rights. This must be completed far enough in advance to permit your nominee to exercise your Redemption Rights upon the separation of the Public Shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption Rights.

xix

Table of Contents

However, if you fail to attend the Extraordinary General Meeting in person or by proxy, or if you do attend the Extraordinary General Meeting in person or by proxy but you abstain or otherwise fail to vote at the Extraordinary General Meeting (including as a result of a broker non-vote), your UYSC Ordinary Shares will not be counted for the purposes of determining whether any proposal is approved. Accordingly, your abstention or failure to vote (including as a result of a broker non-vote) will have no effect on the outcome of such proposal.

If you do not give instructions to your broker, your broker can vote your Public Shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. UYSC believes that each of the Proposals are “non-discretionary” items. If you hold your Public Shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any of the Proposals described herein. You should instruct your broker to vote your Public Shares. Your broker can tell you how to provide these instructions. However, if your broker does not vote, your shares will not be counted as present for the purposes of establishing a quorum.

xx

Table of Contents

[[TBD]
Individuals call toll-free: [__]
Brokers call: [__]
Email: [__]]

The Sponsor and other Initial Shareholders have waived the right to any liquidation distribution with respect to Founder Shares and Private Shares held by them.

xxi

Table of Contents

xxii

Table of Contents

Set forth below is a calculation, on a per UYSC Ordinary Share basis, of the estimated net cash to be received by PubCo from the Trust Account in a no redemption scenario, 50% redemption scenario, and the maximum redemption scenario. Such calculations are based upon (i) cash held in the Trust Account as of [●], of approximately $[●] million, or approximately $[●] per Public Share (rounded to the nearest cent) and (ii) estimated transaction expenses of approximately $1,280,000. The total number of shares outstanding in the table below gives effect to the issuance of PubCo Class A Ordinary Shares in consideration of the cancellation of the UYSC Ordinary Shares, and the conversion of the UYSC Rights into PubCo Class A Ordinary Shares upon consummation of the Business Combination. The following table reflects the redemption of 2,437,288 UYSC Ordinary Shares in connection with UYSC’s Extraordinary General Meeting held on March 31, 2026.

In the event that a U.S. Holder (as defined below) elects to redeem its UYSC Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the UYSC Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether UYSC would be characterized as a passive foreign investment company (“PFIC”). If the redemption qualifies as a sale or exchange of the UYSC Ordinary Shares or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its Redemption Rights. If the redemption qualifies as a sale or exchange of the UYSC Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the UYSC Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the UYSC Ordinary Shares redeemed exceeds one year.

xxiii

Table of Contents

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the Redemption Rights with respect to the UYSC Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Considerations of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its UYSC Ordinary Shares for cash, including with respect to UYSC’s potential PFIC status and certain tax implications thereof.

Additionally, because the SPAC Merger will occur prior to the redemption by U.S. Holders that exercise Redemption Rights with respect to UYSC Ordinary Shares, U.S. Holders exercising such Redemption Rights will be subject to the potential tax consequences of section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of Redemption Rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences to U.S. Holders of UYSC securities Exercising Redemption Rights.” All holders of UYSC Ordinary Shares considering exercising their Redemption Rights are urged to consult their tax advisor on the tax consequences to them of an exercise of Redemption Rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws.

Moreover, Section 367(a) of the Code may apply to the SPAC Merger if PubCo transfers the assets it acquires from UYSC pursuant to the SPAC Merger to certain subsidiary corporations in connection with the Business Combination. Section 367(a) of the Code, and the applicable Treasury regulations promulgated thereunder, would only apply to U.S. Holders who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Business Combination (a “Five-Percent Holder”) who do not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 (“GRA”), and would cause the SPAC Merger to result in gain recognition (but not loss) by such Five-Percent Holders. The requirements under Section 367(a) are not discussed herein. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

If the SPAC Merger does not qualify as a “reorganization”, then a U.S. Holder that exchanges its UYSC Ordinary Shares or UYSC Rights for the consideration under the SPAC Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares received and (ii) the U.S. Holder’s adjusted tax basis in the UYSC Ordinary Shares and UYSC Rights exchanged. For a more detailed discussion of certain U.S. federal income tax consequences of the SPAC Merger, see the section titled “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the SPAC Merger to U.S. Holders” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation Merger.

xxiv

Table of Contents

[TBD]
Individuals call toll-free: [__]
Brokers call: [__]
Email: [__]

You may also obtain additional information about UYSC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

DELIVERY OF DOCUMENTS TO SHAREHOLDERS OF UYSC

Pursuant to the rules of the SEC, UYSC and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus, unless UYSC has received contrary instructions from one or more of such shareholders. Upon written or oral request, UYSC will deliver a separate copy of this proxy statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that UYSC deliver single copies of this proxy statement/prospectus in the future. Shareholders may notify UYSC of their requests by contacting the Proxy Solicitor as follows:

[TBD]
Individuals call toll-free: [__]
Brokers call: [__]
Email: [__]

xxv

Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Original Merger Agreement attached as Annex A-1, the First Amendment attached as Annex A-2, and the PubCo Amended and Restated Memorandum and Articles of Association attached as Annex B. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the Redemption Rights by shareholders of UYSC.

The Parties to the Business Combination

UY Scuti Acquisition Corp.

UYSC is a blank check company originally formed as a Cayman Islands exempted company on January 18, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which is referred to as the initial business combination. UYSC has not commenced any operations nor generated any revenues to date. All activity for the period from January 18, 2024 (inception) through March 31, 2025, relates to its formation and the initial public offering, and its search for an initial business combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

UYSC’s Sponsor is UY Scuti Investments Limited, a British Virgin Islands company, which was recently formed to invest in UYSC. Although UY Scuti Investments Limited, is permitted to undertake any activities permitted under British Virgin Islands law and other applicable law, UY Scuti Investments Limited’s business is focused on investing in UYSC.

Isdera Group Limited

Isdera Group Limited, through its wholly-owned subsidiaries, primarily engages in the large-scale designing of automobiles in the People’s Republic of China. Isdera Group was incorporated under the laws of the Cayman Islands on January 21, 2025, and continued in the Cayman Islands in accordance with applicable laws. Isdera Group is not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries in China. As a holding company with no operations, our ability to distribute dividends largely depends on the distribution from our PRC Operating Entities. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, each of our subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. The implementation of Isdera Group’s business plans requires a high level of capital input. Currently, Isdera Group plans to finance its operations described within this proxy statement/prospectus through utilizing funds received through the Merger Agreement entered into with UYSC. Certain scenarios should be taken into consideration such as UYSC’s shareholders exercising their Redemption Rights, resulting in the decrease of cash within the Trust Account, which would substantially affect the amount of capital available for Isdera Group.

See “Risk Factors — Risks Related to Doing Business in China — Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations are evolving quickly. Further implementations and interpretations of our amendments to the HFCAA or the related regulations, or a PCAOB’s determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in mainland China that PCAOB may not be able to inspect or investigate completely such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary share could be delisted from the stock exchange pursuant to the HFCAA.” for more information on the effect of recent regulation in the United States relating to holding companies and doing business in China.

PubCo

Isdera Inc, or PubCo, was incorporated on August 14, 2025, under the laws of the Cayman Islands and wholly-owned subsidiary of UYSC and was formed for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Isdera Group following the Business Combination.

Merger Sub

Isdera Technology Limited, or Merger Sub, was incorporated on August 21, 2025, under the laws of the Cayman Islands and wholly-owned subsidiary of Isdera Inc or PubCo, for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, Isdera Group pursuant to the Acquisition Merger.

The Background of the Business Combination

Following the completion of the IPO, UYSC evaluated multiple potential target businesses with the goal of consummating its initial business combination. Representatives of UYSC contacted and were contacted by various individuals and entities proposing business combination opportunities, including companies from a range of sectors. UYSC focused on businesses that it believed had strong long-term growth potential, were well-positioned within their industry, and could benefit from the intellectual capital, operational experience, and network of UYSC’s management team.

UYSC reviewed and evaluated the potential targets based on the investment criteria and guidelines outlined in its IPO prospectus. UYSC believes there are a substantial number of potential target businesses, both domestically and internationally, with appropriate valuations that would benefit from a public listing and new capital for growth, supporting significant revenue and earnings growth. UYSC’s strategy was to identify and complete its business combination with entities that met certain criteria.

1

Table of Contents

Since the completion of its initial public offering, UYSC considered multiple potential target businesses with the objective of consummating its initial business combination. UYSC’s initial target exploration focused on certain targets with whom UYSC’s directors and management, or Sponsor, were already familiar through their networks and investment activities, and who could satisfy some or all the key criteria for a business combination target described in the acquisition criteria above. As the initial exploration progressed, the list of potential business combination partners was refined to exclude potential partners who did not meet all or most of the key criteria described in the acquisition criteria above, or who UYSC’s management believed were unlikely to consider a business combination with UYSC. The list of potential business combination partners was also expanded to include potential partners introduced to UYSC by third-party investors, investment bankers and inbound inquiries, and through the ongoing efforts of UYSC’s management. Throughout its evaluation of a potential business combination, UYSC continuously refined its list of potential business combination partners and considered viable partner opportunities. In the process that led to identifying Isdera Group as an attractive business combination opportunity, representatives of UYSC contacted and were contacted by a number of individuals and entities with respect to business combination opportunities and engaged in discussions with possible target businesses regarding a potential transaction.

During its search process, UYSC evaluated four (4) potential business combination targets entered into non-disclosure agreements with four (4) companies, and entered into four (4) non-binding letters of intent in addition to Isdera Group. Ultimately, UYSC decided not to proceed with any of these opportunities as the potential targets did not meet the company’s valuation expectations or were otherwise deemed less attractive or feasible than Isdera Group.

For more information, please see the sections titled “Proposal No. 2: The Acquisition Merger Proposal — Background of the Business Combination.”

The Merger Agreement

The Original Merger Agreement was entered into by and among Isdera Group, UYSC and certain other parties on July 18, 2025. Certain necessary parties to the Original Merger Agreement, PubCo and Merger Sub entered into the First Amendment on September 22, 2026.

Pursuant to the terms of the Merger Agreement, the Business Combination will be completed through a two-step process consisting of the SPAC Merger and the Acquisition Merger.

The SPAC Merger

One day prior to the Acquisition Merger, UYSC will merge with and into PubCo, a Cayman Islands exempted company and wholly owned subsidiary of UYSC. The separate corporate existence of UYSC will cease and PubCo will continue as the surviving corporation. In connection with the SPAC Merger, all outstanding UYSC Ordinary Shares, and UYSC Rights will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the UYSC shareholders shall be exchanged as follows:

Upon the closing of the SPAC Merger, PubCo Ordinary Shares will be reclassified into PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares, where each PubCo Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at all general meetings of the post-Business Combination company and each PubCo Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at all general meetings of the post-Business Combination company.

Promptly after the SPAC Merger, Merger Sub, an exempted company incorporated under the laws of the Cayman Islands with limited liability and a wholly owned subsidiary of PubCo, will be merged with and into Isdera Group, resulting in Isdera Group being a wholly owned subsidiary of PubCo.

The aggregate consideration for the Acquisition Merger (the “Merger Consideration”) is $920,000,000, payable to the Isdera Group Shareholders in the form of newly issued PubCo Ordinary Shares valued at $10.00 per share. The calculation of the Merger Consideration would result in the aggregate issuance to the Isdera Group Shareholders at the Closing, of 92,000,000 PubCo Ordinary Shares (the “Closing Payment Shares”). At the closing of the Acquisition Merger, the issued and outstanding Isdera Group Ordinary Shares held by the former Isdera Group shareholders will be cancelled and cease to exist (other than any Company Dissenting Shares as defined in the Merger Agreement), in exchange for the issuance of the Closing Payment Shares. At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the surviving corporation, so that Isdera Group will become a wholly owned subsidiary of PubCo.

For more information about the Business Combination, please see the sections titled “Proposal No. 1: — The SPAC Merger Proposal” and “Proposal No. 2: — The Acquisition Merger Proposal.” A copy of the Original Merger Agreement is attached to this proxy statement/prospectus as Annex A-1 and a copy of the First Amendment is attached to this proxy statement/prospectus as Annex A-2.

The Acquisition Merger 

Upon the Closing of the transactions contemplated by the Merger Agreement, Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo, will be merged with and into Isdera Group, resulting in Isdera Group being a wholly-owned subsidiary of PubCo. 

The aggregate consideration for the Acquisition Merger is $920,000,000, payable in the form of 92,000,000 newly issued PubCo Ordinary Shares (the “Closing Payment Shares”) valued at $10.00 per share to Isdera Group and its shareholders. At the closing of the Acquisition Merger, the issued and outstanding shares in Isdera Group held by the former Isdera Group shareholders will be cancelled and cease to exist, in exchange for the issuance of an aggregate of 80,950,283 PubCo Class A Ordinary Shares and 11,049,717 PubCo Class B Ordinary Shares. At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the surviving corporation, so that Isdera Group will become a wholly-owned subsidiary of PubCo.

For more information about the Business Combination, please see the sections titled “Proposal No. 1 — The SPAC Merger Proposal” and “Proposal No. 2 — The Acquisition Merger Proposal.” Copies of the Original Merger Agreement, the First Amendment, the Plan of Merger in respect of the SPAC Merger, and the Plan of Merger in respect of the Acquisition Merger are attached to this proxy statement/prospectus as Annex A-1, Annex A-2, Annex C, and Annex D, respectively.

2

Table of Contents

Share Structure Following the Business Combination

PubCo will have a dual-class structure, with all of its ordinary shares classified into Class A ordinary shares and Class B ordinary shares, of which Class B ordinary shares will have super voting power. Each PubCo Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the post-Business Combination company and each PubCo Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at all general meetings of the post-Business Combination company. Each PubCo Class B Ordinary Share is convertible into one PubCo Class A Ordinary Share at any time at the holder’s election, and such conversion is not mandatory. In no event shall PubCo Class A Ordinary Shares be convertible into PubCo Class B Ordinary Shares. Only PubCo Class A Ordinary Shares will be tradable on the Nasdaq Stock Market immediately after the closing of the Business Combination.

Post-Business Combination Structure and Impact on the Public Float

On January 21, 2025, Isdera Group was incorporated as an exempted company with limited liability in the Cayman Islands as our holding company pending completion of the Reorganization (as defined below) of our group. Prior to Closing of the Business Combination, we will effect the Reorganization pursuant to which, Isdera Group will directly hold all the share capital of Isdera (BVI) Group Limited, which was incorporated in the British Virgin Islands on March 4, 2025. Our wholly-owned subsidiary Isdera (BVI) Group Limited, in turn, will hold all the share capital of Isdera HK. On October 14, 2025, WFOE was incorporated in the PRC as a PRC limited liability company and a wholly-owned subsidiary of Isdera HK. WFOE will acquire 100% of the equity interests in Xinghui Technology, which is one of the PRC Operating Entities holding the other three PRC subsidiaries. As described below, upon completion of the Reorganization, Isdera Group, through a series of transactions which is accounted for as a reorganization of entities under common control (the “Reorganization”), will become the ultimate parent entity of its subsidiaries.

Isdera Group is an exempted company incorporated in the Cayman Islands and not a Chinese operating company, and this corporate structure involves unique risks to investors. As an exempted company in the Cayman Islands with no material operations of Isdera Group, it conducts all of our operations through the PRC Operating Entities. The PubCo Class A Ordinary Shares offered in this prospectus are shares of the Cayman Islands exempted company instead of shares of our operating entities in the PRC. Holders of our ordinary shares do not directly own any equity interests in the PRC Operating Entities, but will instead own shares of a Cayman Islands exempted company. This structure is commonly utilized by many companies for cross-border financing and listing activities. It should be noted that the PRC legal and regulatory framework governing such offshore holding structures and cross-border investment activities continues to develop. The Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations and/or a material change in the value of our ordinary shares, including that it could cause the value of our ordinary shares to significantly decline or become worthless. See “Risk Factors - Risks Relating to Doing Business in China - Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in its operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.”

The following chart illustrates the corporate structure of PubCo and its subsidiaries after Business Combination immediately following the completion of the Reorganization.

Isdera Group is subject to certain legal and operational risks associated with the business operations of its PRC Operating Entities being based in China, which could cause the value of its securities to significantly decline or become worthless. The PRC government has been consistently developing and refining its legal system to provide a more transparent and predictable regulatory environment for business operations. While the Company endeavors to comply fully with all applicable PRC laws and regulations, any future changes in interpretation, enforcement, or new policy measures could impact the Company’s operations, and as a result these risks may result in material changes in the operations of our PRC Operating Entities, significant depreciation or a complete loss of the value of our PubCo Class A Ordinary Shares, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. The PRC government implements macroeconomic and industry policies to promote the sustainable and high-quality development of its economy. Over the past decades, China has implemented and continues to advance comprehensive economic reform policies, which include fostering a vibrant private sector and optimizing the market environment. While these policy directions have been consistent, specific implementation measures and sector-specific regulations may be introduced or adjusted by the relevant authorities from time to time. Changes in laws, regulations, or policies, including those related to taxation, foreign exchange, or industry-specific matters, could affect the Company’s operations. Additionally, as with any jurisdiction, changes in specific regulations or enforcement priorities in sectors relevant to the Company’s business could require operational adjustments. See “Risk Factors - Risks Relating to Doing Business in China - Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us.”

3

Table of Contents

The ownership percentages do not take into account of the shareholder structure of PubCo, as the ownership percentage retained by our Public Shareholders following the Business Combination will be different depending on the Redemption Rights exercised by the Public Shareholders. For more information, please see “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation.”

The following table summarizes the pro forma ownership, as of March 31, 2026, of PubCo Ordinary Shares upon Closing of the Business Combination, including Ordinary Shares underlying Units, and Ordinary Shares following the Business Combination under (i) a no further redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

4

Table of Contents

Dilution

The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination transaction itself):

5

Table of Contents

Management and Board of Directors Following the Business Combination

Effective as of the Closing of the Business Combination, the PubCo Board will consist of five members, one (1) director designated by UYSC, one (1) director designated by Isdera Group who shall be Wenfang Song, and the remaining three (3) directors shall be deemed “independent” under Nasdaq’s listing standards. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

Additional Agreements Executed at the Signing of the Merger Agreement

Shareholder Support Agreement

Concurrently with the execution of the Merger Agreement, certain shareholders of Isdera Group entered into a support agreement, pursuant to which each such shareholder agreed to vote in favor of the Business Combination, subject to the terms of such shareholder support agreement (the “Shareholder Support Agreement”).

The foregoing description of the Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is filed as Exhibit 10.1 to UYSC’s Current Report on Form 8-K, filed with the SEC on July 24, 2025 and is incorporated herein by reference.

Additional Agreements to be Executed at Closing

Lock-Up Agreements

Certain shareholders of Isdera Group (“Holders”) will enter into and deliver to PubCo lock-up agreements (“Lock-Up Agreements”) prior to Closing.

Pursuant to the Lock-Up Agreements, these Holders will not, within six (6) months from the Closing of the Business Combination (the “Lock-Up Period”) and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the ordinary shares issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise, subject to the following: however, if at any time subsequent to the date of the Lock-up Agreement, the share price of the PubCo Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period, then the Lock-Up Period shall be deemed to have expired.

Background, Business, and Experience of the Sponsor

Sponsor - UY Scuti Investments Limited was incorporated in the British Virgin Islands on January 18, 2024, with the sole purpose of acting as the sponsor of UYSC. Qunxue Yin, the current controlling person, has no previous de-SPAC experience.

6

Table of Contents

Restrictions on Sale of Securities Held by the Sponsor and its Affiliates

Pursuant a letter agreement dated March 31, 2025, the Sponsor and our directors and officers agreed to restrictions on its ability to transfer, assign, or sell the Founder Shares and Private Units, as summarized in the table below.

Redemption Rights

Pursuant to the Current Charter, Public Shareholders of UYSC may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to UYSC (which interest shall be net of income taxes payable), by (ii) the total number of then issued Public Shares. As of [  ], 2026, this would have amounted to approximately $[  ] per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

7

Table of Contents

Holders of outstanding UYSC Units must separate the underlying UYSC Ordinary Shares and UYSC Rights prior to exercising Redemption Rights with respect to the UYSC Ordinary Shares. If UYSC Units are registered in a holder’s own name, the holder must deliver the certificate for its UYSC Units to the Transfer Agent with written instructions to separate the UYSC Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its Redemption Rights upon the separation of the UYSC Ordinary Shares from the UYSC Units.

If a broker, dealer, commercial bank, trust company or other nominee holds UYSC Units for an individual or entity (such individual or entity, the “Beneficial Owner”), the Beneficial Owner must instruct such nominee to separate the Beneficial Owner’s UYSC Units into their individual component parts. The Beneficial Owner’s nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of UYSC Units to be separated and the nominee holding such UYSC Units. The Beneficial Owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant UYSC Units and a deposit of an equal number of UYSC Ordinary Shares and UYSC Rights. This must be completed far enough in advance to permit the nominee to exercise the Beneficial Owner’s Redemption Rights upon the separation of the UYSC Ordinary Shares from the UYSC Units. While this is typically done electronically the same business day, the Beneficial Owner should allow at least one full business day to accomplish the separation. If the Beneficial Owners fail to cause their UYSC Ordinary Shares to be separated in a timely manner, they will likely not be able to exercise their Redemption Rights.

Any request for redemption, once made, may be withdrawn at any time up to two business days immediately preceding the Extraordinary General Meeting. Furthermore, if a shareholder delivered his or her certificate for redemption and subsequently decided prior to the date immediately preceding the Extraordinary General Meeting not to elect redemption, such shareholder may simply request that the Transfer Agent return the certificate (physically or electronically).

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking Redemption Rights with respect to more than 15% of the UYSC Ordinary Shares.

If a holder exercises his or her Redemption Rights for all of such holder’s Public Shares, then such holder will be exchanging its Public Shares for cash and will no longer own shares of the post-Business Combination company other than the Rights (which will be converted into shares upon consummation of the Business Combination). Such a holder will be entitled to receive cash for his or her Public Shares only by properly demanding redemption and delivering such shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section titled “The Extraordinary General Meeting of Shareholders of UYSC — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then Public Shareholders who exercised their Redemption Rights would not be entitled to receive the redemption payment. In such case, UYSC will promptly return the share certificates to the public shareholder.

8

Table of Contents

Material Effects of the Business Combination

The following material benefits and detriments from the Business Combination are expected to affect (i) UYSC and its affiliates, (ii) the Sponsor and its affiliates, (iii) UYSC and its affiliates, and (iv) the Public Shareholders. This information is provided pursuant to Item 1605(c) of Regulation S-K, as promulgated under the Securities Act.

UYSC and its affiliates. For UYSC, the Business Combination represents the opportunity to complete the purpose for which it was formed. The only potential detriment to UYSC of the Business Combination is the opportunity cost that by consummating the Business Combination, UYSC is foregoing the opportunity to consummate a business combination transaction with another entity that theoretically could be of greater value to UYSC than Isdera Group. However, UYSC Board considered the benefits of the transaction with Isdera Group and determined such transaction was the best transaction available to it at such time.

Sponsor and their affiliates. For the Sponsor, the principal material benefit represented by the Business Combination is that unless the Business Combination (or another initial business combination transaction) is consummated by UYSC prior to the deadline pursuant to the Current Charter, the Sponsor will lose their entire $[____] investment in UYSC, which such investment is described in greater detail in the section of this proxy statement/prospectus entitled “Proposal No. 2. - The Acquisition Merger Proposal - Interests of Certain Persons in the Business Combination” and “Summary of the Proxy Statement/Prospectus - Conflicts of Interest.”

Isdera Group and its affiliates. The Business Combination will provide Isdera Group with increased access to capital markets. By becoming a publicly traded company on Nasdaq, PubCo is expected to gain access to a broader range of capital-raising opportunities, which will enhance its ability to fund growth initiatives. Additionally, the proceeds from the Business Combination, if available, are expected to be used to support PubCo’s business operations and growth strategies. The Business Combination is also expected to enhance Isdera Group’s market visibility. Being publicly listed on Nasdaq may raise its profile, improve market perception and credibility and help attract new business partners. Furthermore, the public listing could create opportunities for long-term value appreciation for Isdera Group’s initial shareholders, as the market may assign a higher valuation to PubCo due to its Nasdaq listing and growth prospects.

Despite these benefits, PubCo is expected to face higher operating costs as a result of becoming a publicly listed company. As an SEC-registered and NASDAQ-listed company, PubCo will incur significantly higher expenses associated with hiring additional personnel, increased audit, legal, and administrative costs, and compliance with public company regulatory requirements. These increased expenses could reduce profitability, particularly in the short term.

The transition to a public company will also add complexity to Isdera Group’s operations. PubCo will need to establish new processes and internal controls to meet its reporting obligations, which could divert management’s attention from core business activities. Additionally, the need for substantial capital and operating expenditures will increase. PubCo will have to invest heavily to support and grow its operations.

Public shareholders. For the Public Shareholders of UYSC, the Business Combination represents the opportunity to share in the growth of a company such as Isdera Group that was chosen by the management of UYSC as an acquisition target in an initial business combination (which was UYSC’s original purpose). Unlike the Initial Shareholders, if an initial business combination was not consummated by UYSC within the required time period, the Public Shareholders would receive a pro-rata portion of the trust account, equivalent to their initial investment plus interest. Like the Initial Shareholders, however, the rights held by the Public Shareholders would expire worthless if no business combination such as the Business Combination is completed by the deadline. The primary potential detriment to the Public Shareholders of the Business Combination is the dilution of their ownership stake in the combined business of between approximately [__]% (assuming no redemption of UYSC Ordinary Shares by Public Shareholders) and approximately [__]% (assuming redemption of 100% of the UYSC Ordinary Shares held by the Public Shareholders), from approximately [__]% of UYSC prior to the Business Combination to between approximately [__]% (assuming no redemption of UYSC Ordinary Shares by Public Shareholders) and approximately [__]% (assuming redemption of 100% of the UYSC Ordinary Shares held by the Public Shareholders) of PubCo.

9

Table of Contents

The Proposals

At the Extraordinary General Meeting, the shareholders of UYSC will be asked to vote on the following:

Please see the sections titled “The Extraordinary General Meeting of Shareholders of UYSC” on page 102 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of [●], 2026, there were [  ] UYSC Ordinary Shares issued and outstanding. Shareholders of UYSC who hold UYSC Ordinary Shares of record as of the close of business on [  ], 2026 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. Approval of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding UYSC Ordinary Shares present and entitled to vote at the Extraordinary General Meeting.

As of the Record Date, the Initial Shareholders collectively own and are entitled to vote 1,678,348 UYSC Ordinary Shares, or approximately 32.1% of UYSC issued and outstanding Ordinary Shares. With respect to the Business Combination, the Initial Shareholders have agreed to vote their UYSC Ordinary Shares acquired by them in favor of the SPAC Proposal and the Acquisition Merger Proposal. The Sponsor has indicated that it intends to vote its shares, as applicable, “FOR” the other Proposals, although there is no agreement in place with respect to the other Proposal.

Interests of Isdera Group’s Directors and Officers with the Business Combination

In connection with the Business Combination, there may be an actual or potential material conflict of interest between Isdera Group’s officers or directors and unaffiliated security holders of UYSC. Certain key members of Isdera Group’s management are expected to continue in leadership roles with PubCo after the merger. For example, certain of the Isdera Group’s executives are slated to assume comparable positions in PubCo, and the sole director of Isdera Group will join the board of directors of PubCo. In these roles, they will receive compensation and benefits as officers or directors of the combined company, which may include cash salaries, bonuses, and equity-based awards. The prospect of continued employment and directorship in the combined company - with the attendant compensation - is a material interest that Isdera Group’s executives and directors have in seeing the Business Combination completed. This opportunity to remain in management (rather than, for instance, having the target company’s leadership replaced or the company remaining private) may have influenced their support for the Business Combination. Furthermore, UYSC intends to use substantially all of the funds held in the trust account to complete the Business Combination, after the payment to holders of UYSC Ordinary Shares exercising redemption rights upon Closing, and any remaining amount will be used for future working capital and other corporate purposes of PubCo.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, UYSC will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of Isdera Group expecting to have a majority of the voting power of the post-combination company, Isdera Group designating four members of the PubCo Board of the post-combination company, Isdera Group’s senior management comprising all of the senior management of the post-combination company, the relative size of Isdera Group compared to UYSC, and Isdera Group operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Isdera Group issuing stock for the net assets of UYSC, accompanied by a recapitalization. The net assets of UYSC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Isdera Group.

Satisfaction of 80% Test

It is a requirement under UYSC’s Current Charter and Nasdaq rules that the business or assets acquired in our initial business combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination. The balance of the funds in the Trust Account at the time of the execution of the Merger Agreement was approximately $58,066,500 and 80% thereof represents approximately $46,453,200. In determining whether the 80% requirement was met, UYSC’s Board of Directors concluded that it was appropriate to base such valuation on all of the qualitative factors described in this section and the discussion in this proxy statement under the caption “Proposal No. 2” as well as quantitative factors, such as the equity value of the Isdera Group being approximately $1.0 billion. Based on the qualitative and quantitative information used to approve the Merger described herein, as well as the fact that the purchase price for Isdera Group was the result of an arm’s length negotiation, UYSC’s Board of Directors determined that the foregoing 80% asset requirement was met. UYSC’s Board of Directors believes that the financial skills and background of its members qualify it to conclude that the acquisition met the 80% net asset requirement.

Cash Transfer

In the reporting periods presented in this proxy statement/prospectus, (1) no cash transfers have occurred between our holding company and its subsidiaries and consolidated entities, (2) no dividends nor distributions have been made by the subsidiaries or consolidated entities to our holding company, and (3) our holding company has not paid any dividends nor made any distributions to our investors. For further details, please refer to “Selected Historical Combined Financial Information of Isdera Group”, and the consolidated financial statements included elsewhere in this proxy statement /prospectus. In addition, Isdera Group currently does not have a plan to declare dividends to its shareholders in the foreseeable future.

10

Table of Contents

Within our direct holding structure, the cross-border transfer of funds within our corporate group is legal and compliant with the current laws and regulations of the PRC. After any non-PRC based investors’ funds enter Isdera Group at Isdera Group’s securities offerings outside of China, the funds can be directly transferred to Isdera HK, and then transferred to subordinate operating entities through the WFOE in accordance with relevant laws and regulations of the PRC. If Isdera Group intends to distribute dividends, Isdera Group will transfer the funds to Isdera HK from WFOE in accordance with the laws and regulations of the PRC, and then Isdera HK will transfer the dividends to Isdera Group, and the dividends will be distributed from Isdera Group to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. In terms of the cash transfer among Isdera Group and its subsidiaries, subject to the amounts of cash transfer and the nature of the use of funds, requisite internal approval shall be obtained prior to each cash transfer. Specifically, all transactions require the approvals of the financial controllers of the entities involved. As for an internal cash transfer exceeds RMB 10,000,000 (approximately $1.5 million), the general manager is also required to conduct review and approval, and the profit distribution involved must also be approved by the shareholders meeting. There are no other cash management policies.

There are limitations on our ability to transfer cash between the holding company and our subsidiaries, and there is no assurance that China’s government will not intervene or impose restrictions on the ability of us and our subsidiaries to transfer cash. Most of our cash is in Renminbi, and the PRC government could prevent the cash maintained from leaving the PRC, could restrict deployment of the cash into our and our subsidiaries’ business and restrict the ability to pay dividends and the funds may not be available to fund operations or for other use outside of the PRC due to interventions. As a holding company, our ability to distribute dividends largely depend on our PRC Operating Entities dividend distribution. Under PRC laws and regulations, the PRC Operating Entities may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards and regulations. The PRC Operating Entities are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, is approved by its shareholders meeting. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. In addition, PRC Operating Entities cannot distribute dividends until previous years’ loss has been offset. In addition, any funds Isdera Group transfers to the PRC Operating Entities, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign invested enterprises in China, capital contributions to our PRC Operating Entities are subject to the registration with the SAMR or its local counterpart and registration with a local bank authorized by SAFE. In addition, (i) any foreign loan procured by our PRC Operating Entities is required to be registered with the SAFE or its local branches and (ii) any of our PRC Operating Entities may not procure loans which exceed the difference between its total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided by the People’s Bank of China. Additionally, any medium or long-term loans to be provided by us to the PRC Operating Entities must be registered with the National Development and Reform Commission and SAFE or its local branches. Isdera Group may not be able to obtain these government approvals or complete such registrations in a timely manner, or at all, with respect to future capital contributions or loans by us to our PRC Operating Entities. If Isdera Group fails to receive such approvals or complete such registration or filing, our ability to use the proceeds of future offerings to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

Regulatory Approvals

The SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the plans of merger.

11

Table of Contents

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover, On January 4, 2022, thirteen PRC regulatory agencies, namely, the Cyberspace Administration of China (“CAC”), the NDRC, the Ministry of Industry and Information Technology (“MIIT”), the Ministry of Public Security, the Ministry of State Security, the MOF, MOFCOM, SAMR, the CSRC, the People’s Bank of China, the National Radio and Television Administration, National Administration of State Secrets Protection Network Data Security, and the National Cryptography Administration, jointly adopted and published the Measures for Cybersecurity Review (2021), which became effective on February 15, 2022. The Measures for Cybersecurity Review (2021) required that, among others, in addition to “operator of critical information infrastructure” any “operator of network platform” holding personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. Isdera Group and its PRC Operating Entities do not expect to be subject to the cybersecurity review by the CAC for this transaction, given that: data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities using our products and services through the utilization of the end user of our institution client. We, however, may have chance to access the personal information and temporarily possess certain personal information from end users in our business operations. Guidance and interpretation of the opinions remain unclear at this time. Isdera Group and its PRC Operating Entities cannot assure you that Isdera Group and its PRC Operating Entities will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on Nasdaq, our financial condition, our results of operations, and the Business Combination.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which took effect on March 31, 2023. The Trial Measures emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited combined financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list (the “Trial Measures Negative List”) of types of issuers banned from listing or offering overseas, including but not limited to (a) issuers whose listing or offering overseas have been recognized by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; and (5) issuers’ filing and reporting obligations (the “Trial Measures Filing Obligations”), such as obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer.

The Trial Measures provide the CSRC with power to warn, fine, and issue injunctions against both PRC domestic companies, their controlling shareholders, and their advisors in listing or offering securities (collectively, the “Subject Entities”), as well as individuals directly responsible for these Subject Entities (the “Subject Individuals”). For failure to comply with the Trial Measures Negative List or the Trial Measures Filing Obligations, or materially false or misleading statements in the filing and reporting required by the Trial Measures: (1) PRC domestic companies, and their controlling shareholders if the controlling shareholders induced the PRC domestic companies’ failure to comply, severally, may face warnings, injunctions to comply, and fines between RMB 1 million and 10 million (approximately $145,647 and $1,456,473); the Subject Individuals in these entities may severally, face warnings and fines between RMB 0.5 million and 5 million (approximately $72,824 and $728,237); and (2) Advisors in listing or offering securities that failed to dutifully advise the PRC domestic companies and their controlling shareholders in complying with the Trial Measures and caused such failures to comply can face warnings and fines between RMB 0.5 million and 5 million (approximately $72,824 and $728,237); the Subject Individuals in these advisor entities may, severally, face warnings and fines between RMB 0.2 million and 2 million (approximately $29,129 and $291,295).

12

Table of Contents

As a China-based issuer, Isdera Group believes, as advised by its PRC Legal Counsel, that Isdera Group and its PRC Operating Entities will be required to comply with the filing requirements or procedures set forth in Trial Measures. There is no assurance that Isdera Group will be able to meet all applicable filing requirements and guidelines of the CSRC, or comply with all applicable regulations at all times. Any failure to obtain or delay in obtaining such approval, filing or completing such procedures for this listing, or a rescission of any such approval or filing obtained by Isdera Group, would subject Isdera Group, as well as Isdera Group’s controlling shareholder and advisors in listing and offering securities, if they caused Isdera Group’s failure, to sanctions by the CSRC or other PRC regulatory authorities as described above. We would not complete the transaction contemplated by the Merger Agreement until we had received clearance to list from the CSRC.

We cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at all. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to offer our ordinary shares, cause significant disruption to our business operations, and severely damage our reputation, which could materially and adversely affect our financial condition and results of operations. Lastly, any actions by the Chinese government to exert more oversight and control over transaction that are conducted overseas could significantly limit or completely hinder our ability to complete our Business Combination transaction, delisting from the Nasdaq Capital Market even after listing, and cause the value of such securities to significantly decline or be worthless.

On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets Protection and the National Archives Administration jointly issued the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Provisions, which took effect on March 31, 2023. The Confidentiality and Archives Provisions specify that during the overseas securities offering and listing activities of domestic companies, domestic companies and securities companies and securities service institutions that provide relevant securities business shall, by strictly abiding by the relevant laws and regulations of the PRC and this Confidentiality and Archives Provisions, institute a sound confidentiality and archives administration systems, take necessary measures to fulfil confidentiality and archives administration obligations, and shall not divulge any national secrets, work secrets of governmental agencies and harm national and public interests. Confidentiality and Archives Provisions provides that it is applicable to initial public offerings as well as other types of securities listing of PRC domestic enterprises, including de-SPAC transactions such as Isdera Group’s Business Combination, and any future issuance of securities and listing activities after the initial listing. Working papers generated in the PRC by securities companies and securities service providers that provide relevant securities services for overseas issuance and listing of securities by domestic companies shall be kept in the PRC. Confidentiality and Archives Provisions provide no explicit definition of working papers. In practice, the securities companies’ working papers usually refer to various important information and work records related to the securities business obtained and prepared by the securities companies and securities service providers and their representatives in the whole process of the securities businesses, such as due diligence work. Without the approval of relevant competent authorities, such as CSRC, MOF PRC National Administration of State Secrets Protection, and National Archives Administration of China, depending on the nature and transmission method of secrets, it shall not be transferred overseas. Where documents or materials need to be transferred outside of the PRC, it shall be subject to the approval procedures in accordance with relevant PRC regulations. The relevant competent authorities, such as, CSRC, MOF, PRC National Administration of State Secrets Protection, and National Archives Administration of China will regulate, supervise and inspect pursuant to their respective statutory mandates over matters of Confidentiality and Archives Administration concerning overseas offering and listing by domestic companies. As Confidentiality and Archives Administration is newly promulgated, there is substantial uncertainty regarding their specific requirements. If we fail to comply with related laws and regulation, we may be subject to fine, confiscation, blocking transmission or criminal offense. We have taken measures to adopt management systems for the compliance of Confidentiality and Archives Provisions. We believe our listing does not involve in national secrets, work secrets of governmental agencies and undermine national and public interests. There is no assurance that we will be able to meet all applicable regulatory requirements and guidelines, or comply with all applicable regulations at all times, or that we will not be subject to fines or other penalties in the future as a result of regulatory inspections.

13

Table of Contents

Isdera Group, through its PRC Operating Entities, engages in the large-scale designing of automobiles business in China. Isdera Group has completed the vehicle design and engineering development phase of its L’Aquila luxury supercar and produced a prototype of its fully electric variant. An internal combustion engine (“ICE”) engineering test vehicle for L’Aquila is currently being manufactured. Its second model, Andromeda, remains in the early stages of development. Neither model has entered mass production. As of the date of this proxy statement/prospectus, the PRC Operating Entities have not obtained the requisite approvals, licenses, or qualifications necessary to engage in automobile manufacturing in the PRC. As of the date of this proxy statement/prospectus, we have been advised by our PRC Legal Counsel, JunHe LLP, that neither Isdera Group nor the PRC Operating Entities is currently required to obtain any permissions or approvals from Chinese authorities, including Cybersecurity Administration Committee, or CAC, to list on U.S. exchanges or issue securities to foreign investors, except for the approval needs to be obtained from the CSRC. We expect to complete the filing procedure prior to our Business Combination. Isdera Group’s legal counsel as to Cayman Islands law has also advised that Isdera Group does not require any approvals from any Cayman authority. However, if any of the PRC Operating Entities were denied permissions or approvals from Chinese authorities to list on U.S. exchanges, the PRC Operating Entities will not be able to continue listing on U.S. exchange, which could materially affect the interest of the investors. It is uncertain when and whether Isdera Group will be able to obtain permissions or approvals from the PRC government to list on U.S. exchanges, and even when such permission or approval is obtained, whether it will be denied or rescinded. As of the date of this prospectus, Isdera Group and its PRC Operating Entities are not denied any permissions or approvals that they are required to obtain from Chinese authorities to operate their business. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry. See “Risk Factors — Risks Related to Doing Business in China — The approval and filing with the CSRC or other PRC government authorities are mandatory in connection with this Business Combination, the proxy statement/prospectus, or our listing under the laws of mainland China. However, we cannot ascertain whether or when we will secure such approval or finalize such filing. Even if we do obtain such approval, it remains susceptible to rescission. Any failure or delay in obtaining such approval or in adhering to filing requirements related to the offering, or a rescission of such approval, may expose us to sanctions imposed by the CSRC or other PRC government authorities.”

The Measures for Cybersecurity Review (2021), effective on February 15, 2022, authorized the relevant government authorities to conduct cybersecurity review on a range of activities that affect or may affect national security, and required that, among others, in addition to “operator of critical information infrastructure” any “operator of network platform” holding personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. The Measures for Cybersecurity Review (2021) further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments if going public; and (iii) the risks of network information security. The cybersecurity review will also look into the potential national security risks from overseas IPOs. On September 24, 2024, the State Council promulgated the “Regulations on Network Data Security Management,” which came into effect starting January 1, 2025.According to the “Regulations on the Security Management of Network Data”, the processor of important data refers to a network data processor that processes personal information of 10 million or more individuals. A large-scale network platform refers to a network platform with registered users of 50 million or more or monthly active users of 10 million or more, with complex business types, and whose network data processing activities have an important impact on national security, economic operations, and the national economy and people’s livelihood. As of now, we have not collected personal information of over 10 million, nor do we have registered users of over 50 million or monthly active users of over 10 million. We do not fall under the category of significant data processors or large-scale online platforms.

On July 30, 2021, the State Council issued the “Regulations on the Protection of Critical Information Infrastructure,” which came into effect on September 1, 2021. The “Regulations on the Protection of Critical Information Infrastructure” stipulate that the competent departments and supervision and management departments of relevant important industries and fields are the departments responsible for the protection of critical information infrastructure (hereinafter referred to as the “Protection Departments”). The Protection Departments are responsible for organizing the identification of critical information infrastructure in their respective industries and fields according to the identification rules they have formulated, and the results of the identification should be promptly notified to the operators. To date, we have not received any notification or requirement from the Protection Departments identifying us as operators of critical information infrastructure, nor have we been identified as operators of critical information infrastructure.

14

Table of Contents

However, if we and our PRC Operating Entities are required to obtain such permissions or approvals, we may have to spend great efforts and expenses to obtain such clearance, otherwise it may materially and adversely affect our business, operating results, financial condition and the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. See “Risk Factors — Risks Related to Doing Business in China – Uncertainties with respect to the legal system, based in part on published and unpublished government policies, and potentially quick changes in laws and regulations in mainland China could adversely affect us.”

Auditor’s Regulation

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for two consecutive years, the issuer’s securities are prohibited to trade on a national securities exchange or in the over the counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law. On June 22, 2021, the U.S. Senate passed the AHFCAA, which, if enacted, would decrease the number of consecutive “non-inspection years” from three years to two. On December 29, 2022, the AHFCAA was signed into law.

On December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the “2021 PCAOB Determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC. The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Isdera Group’s auditor, Enrome LLP (“Enrome”), the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, it is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Enrome is headquartered in Singapore and is subject to inspection by the PCAOB on a regular basis and PCAOB can inspect our auditor. As of the date of this prospectus, Isdera Group’s auditor is not among the firms listed on the PCAOB Determinations issued in December 2021.

On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the CSRC and the MOF. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

The PCAOB reassessed the 2021 PCAOB Determinations that the positions taken by PRC authorities prevented the PCAOB from inspecting and investigating in mainland China and Hong Kong completely. The PCAOB sent its inspectors to conduct on-site inspections and investigations of firms headquartered in mainland China and Hong Kong over a nine-week period from September to November 2022.

15

Table of Contents

On December 15, 2022, the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to the audit of our financial statements. There is a risk that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction or any other reasons, and that the PCAOB may re-evaluate its determinations as a result of any obstruction with the implementation of the Protocol. Such lack of inspection or re-evaluation could cause trading in the Company’s securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities. In addition, under the HFCAA, as amended by the AHFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our ordinary shares being delisted by and exchange.

Foreign Private Issuer

PubCo will be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Implications of Being a Controlled Company

After the consummation of the Business Combination, Wenfang Song (the “Controlling Shareholder”) will beneficially own 43.21% of then total issued and outstanding PubCo Ordinary Shares and will be able to exercise approximately 70.62% of the total voting power of the PubCo’s issued and outstanding share capital (assuming no redemption). Upon the consummation of the Business Combination, because the Controlling Shareholder will hold more than 50% of our voting power for the election of directors, PubCo will be a “controlled company” as defined under the Nasdaq Listing Rules. Therefore, PubCo will qualify as a “controlled company” under the Corporate Governance Rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Corporate Governance Rules of the Nasdaq and the requirement that the compensation committee and nominating and governance committee of PubCo consist entirely of independent directors. It is currently anticipated that, upon consummation of the Business Combination, only three out of five directors of the PubCo Board will be independent.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenues for the last fiscal year, PubCo qualifies as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, PubCo will be able to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of its internal control over financial reporting. Under the JOBS Act, PubCo also does not need to comply with any new or revised financial accounting standards until the date that private companies are required to do so.

PubCo will remain an emerging growth company until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the Closing of the Business Combination; (3) the date on which PubCo has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which PubCo is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if PubCo has been a public company for at least 12 months and the market value of its Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter. Once PubCo ceases to be an emerging growth company, it will not be entitled to the exemptions provided in the JOBS Act discussed above.

16

Table of Contents

Regulatory Approvals

The SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the Plan of Merger (and other ancillary documents required under the Cayman Companies Act) in respect of both the SPAC Merger and the Acquisition Merger.

Compensation Received by the Sponsor

Pursuant to the SEC’s rules governing special purpose acquisition companies (SPACs), securities of UYSC and promissory notes from UYSC issued to any entity and/or person primarily responsible for organizing, directing or managing the business and affairs of the SPAC, may be considered “compensation” awarded to or earned by a SPAC Sponsor. In accordance with the SEC rules, UY Scuti Investments Limited is deemed to be UYSC’s Sponsor.

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by UYSC to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

The retention of shares by Sponsor and the reimbursements payable to Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming Public Shareholders of UYSC. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information.”

17

Table of Contents

Other Financing Transactions

On March 31, 2026, the Sponsor’s designee, Sun Peisha, caused the first extension fee of $450,000 to be deposited into the Trust Account. On April 25, 2026, UYSC issued the Extension Note to the lender to evidence the loan. The Extension Note provides that the outstanding principal shall be repaid on the date on which UYSC consummates the Business Combination with such outstanding principal being converted into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of UYSC and one right to receive one-fifth of one ordinary share of UYSC, resulting in the holder of the Extension Note being entitled to receive a total of 54,000 Class A ordinary shares.

On June 30, 2026, Isdera HK, an affiliate of Isdera Group, loaned UYSC the aggregate amount of $450,000, which sum was deposited into the Trust Account in order to extend the time that UYSC has to consummate a business combination for the second three-month extension period.

On September 30, 2026, Isdera HK, loaned UYSC an additional $450,000, which sum was deposited into the Trust Account in order to extend the time that UYSC has to consummate a business combination for the third three-month extension period.

On October 22, 2026, UYSC issued the Isdera Extension Note to Isdera HK in the aggregate principal amount of $900,000 to evidence the two loans from Isdera HK. The Isdera Extension Note provides that the outstanding principal shall be repaid on the date on which UYSC consummates the Business Combination. Unless the holder of the Isdera Extension Note is, or becomes, a subsidiary of PubCo, such holder will have the right to convert the outstanding principal into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of UYSC and one right to receive one-fifth of one ordinary share of UYSC. If the holder of the Isdera Extension Note is or would become a subsidiary of PubCo, the outstanding principal amount shall be settled or discharged at closing through (i) cash repayment or (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the holder and UYSC.

On October 22, 2026, UYSC issued the Xinghui Note to Xinghui  Technology in the aggregate principal amount of up to $200,000 to evidence the working capital loan provided by the lender. The Xinghui Note provides that the outstanding principal shall be repaid on the date on which UYSC consummates the Business Combination. Unless the holder of the Xinghui Note is, or becomes, a subsidiary of PubCo, such holder will have the right to convert the outstanding principal into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of UYSC and one right to receive one-fifth of one ordinary share of UYSC. If the holder of the Xinghui Note is or would become a subsidiary of PubCo, the outstanding principal amount shall be settled or discharged at closing through (i) cash repayment or (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the holder and UYSC. As of the date of issuance, the principal amount outstanding under the Xinghui Note was $135,154.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Board in favor of adoption of the SPAC Merger Proposal, the Acquisition Merger Proposal and the other related Proposals, you should keep in mind that the directors and officers of UYSC have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including the following:

18

Table of Contents

Recommendations of the Board to the Shareholders of UYSC

After consulting with UYSC’s management, the Sponsor, and legal advisors, the UYSC Board unanimously approved the execution of the Original Merger Agreement on July 18, 2025. Further, the UYSC Board unanimously approved the execution of the First Amendment, which was entered into on September 22, 2026. In making its determination with respect to the transactions contemplated thereby, the UYSC Board considered and evaluated several factors, including, but not limited to, the factors discussed below. In light of the complexity and variety of such factors, the UYSC Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors that the Board considered in reaching its determination and supporting its decision. The UYSC Board viewed its decision as being based on all of the information available and the factors presented to and considered by the UYSC Board.

All UYSC’s non-employee directors approved the Business Combination. No member of the UYSC Board voted against or abstained from voting on the Business Combination. There are no agreements, arrangements or understandings of any nature among our Sponsor and UYSC, or UYSC’s officers, directors, or affiliates with respect to determining whether to proceed with a de-SPAC transaction. Such determination is solely within the discretion of the UYSC Board.

19

Table of Contents

Before reaching its decision, the UYSC Board discussed the results of the due diligence conducted by UYSC’s management and their advisors, which included:

Based on the selection criteria for opportunities as described above, the Board recommends that the shareholders of UYSC vote:

Summary of Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Extraordinary General Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 32 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) UYSC’s ability to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of PubCo following consummation of the Business Combination. These risks include (among others) the following:

Risks Related to Isdera Group’s Business and Industry

20

Table of Contents

21

Table of Contents

22

Table of Contents

Risks Related to Doing Business in China

23

Table of Contents

24

Table of Contents

Risks Related to UYSC and the Business Combination

25

Table of Contents

Risks Relating to the Financial Projections

Risks Related to PubCo’s Securities  

Risks Related to PubCo

Recent Events

Appointment of New Executive Officers

On March 27, 2026, UYSC received a letter of resignation from Shaokang Lu, who was serving as its Chief Financial Officer. In his resignation letter, Mr. Lu resigned from his position of Chief Financial Officer effective March 27, 2026. On April 5, 2026, UYSC’s Board of Directors appointed its Chief Investment Officer, Ms. Jiawen Zhao, as interim Chief Financial Officer, effective immediately.

On August 6, 2026, UYSC received a letter of resignation from Jialuan Ma, who was serving as its Chief Executive Officer and a member of its Board, tendering her resignation from her positions as Chief Executive Officer and a member of the Board, effective August 6, 2026. On August 8, 2026, the Board approved the appointment of Qunxue Yin to serve as the Chief Executive Officer and Chairman of the Board, effective immediately.

26

Table of Contents

2026 Extraordinary General Meeting

On March 31, 2026, UYSC held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, holders of UYSC’s Ordinary Shares considered three proposals:

(i) a proposal, by special resolution, to amend UYSC’s Second Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which UYSC must complete a business combination up to four times from April 1, 2026 to April 1, 2027, with each extension comprised of a three-month extension period, provided that the Sponsor or its designees cause to be deposited to the Trust Account the amount provided for in the Trust Agreement and that the Charter be amended to provide that UYSC will not withdraw any amounts out of the interest from the Trust Account to pay its dissolution expenses (the “Charter Amendment Proposal”);

(ii) a proposal, by at least fifty percent (50%) of the outstanding UYSC Ordinary Shares, to amend the Investment Management Trust Agreement, dated as of March 31, 2025, with Continental Stock Transfer & Trust Company (the “Trust Agreement”), to extend the period of time within which it must complete a business combination from two times, each by an additional three-month period to October 1, 2026, to a total of four times, each by an additional three-month period (each an “Extension Period”), or April 1, 2027, provided that the Sponsor and/or its designees deposit $450,000 into UYSC’s Trust Account for each Extension Period and to provide that (x) if the extension fee is not timely deposited into the Trust Account, UYSC shall have a period of thirty (30) days to pay any applicable past due payment for the extension fee and if it fails to make any applicable past due payment during the cure period, then it shall promptly liquidate the Trust Account and the property in the Trust Account shall be distributed to the public shareholders and (y) that UYSC will not withdraw any amounts out of the interest from the Trust Account to pay its dissolution expenses (the “Trust Amendment Proposal”); and.

(iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates, if necessary (the “Adjournment Proposal”).

UYSC’s shareholders approved each of the proposals presented at the Extraordinary General Meeting. However, as there were sufficient votes to approve the Charter Amendment Proposal and the Trust Amendment Proposal, the adjournment of the Extraordinary General Meeting was neither necessary nor appropriate and therefore was not implemented. In connection with the shareholder votes at the Extraordinary General Meeting, holders of 2,437,288 UYSC 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 Trust Account to pay such holders. Following these redemptions, UYSC had 5,221,060 Ordinary Shares, including 3,312,712 Public Shares, outstanding.

Amendment of Sponsor Note

On September 12, 2025, UYSC issued an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor. The Sponsor 2025 Note bears no interest and provided that UYSC shall repay the principal balance on the earlier of: (i) March 31, 2026 or (ii) the date on which it consummates a business combination. Further, at any time prior to payment of the Sponsor 2025 Note, the Sponsor may elect to convert the outstanding principal balance into units of UYSC’s securities at a conversion price equal to $10.00 per unit, with each unit consisting of one ordinary share and one right to receive one-fifth of one ordinary share. Effective as of March 31, 2026, UYSC and Sponsor agreed to amend and restate the Sponsor 2025 Note to extend the maturity date thereof to be the earlier of: (i) March 31, 2027 or (ii) the date on which UYSC consummates a business combination. Other than the foregoing terms, the Amended Sponsor Note has the same terms as the Sponsor 2025 Note.

Extension Payment and Working Capital Loans

Effective as of March 31, 2026, Sun Peisha, an individual and the designee of the Sponsor, loaned UYSC the aggregate amount of $450,000, which sum was deposited into the Trust Account in order to extend the time that UYSC has to consummate a Business Combination for the first three-month extension period. On April 25, 2026, UYSC issued the Extension Note to the lender to evidence the loan. The Extension Note bears no interest and provides that UYSC shall repay the outstanding principal on the date on which it consummates the Business Combination. On such maturity date, the entire outstanding principal balance of the Extension Note shall be converted into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one UYSC Ordinary Share of and one right to receive one-fifth of one UYSC Ordinary Share.

On June 30, 2026, Isdera HK, an affiliate of Isdera Group, loaned UYSC the aggregate amount of $450,000, which sum was deposited into the Trust Account in order to extend the time that UYSC has to consummate a business combination for the second three-month extension period. On September 30, 2026, Isdera HK, loaned UYSC an additional $450,000, which sum was deposited into the Trust Account in order to extend the time that UYSC has to consummate a business combination for the third three-month extension period.

On October 22, 2026, UYSC issued the Isdera Extension Note to Isdera HK in the aggregate principal amount of $900,000 to evidence the two loans from Isdera HK. The Isdera Extension Note provides that the outstanding principal shall be repaid on the date on which UYSC consummates the Business Combination. Unless the holder of the Isdera Extension Note is, or becomes, a subsidiary of PubCo, such holder will have the right to convert the outstanding principal into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of UYSC and one right to receive one-fifth of one ordinary share of UYSC. If the holder of the Isdera Extension Note is or would become a subsidiary of PubCo, the outstanding principal amount shall be settled or discharged at closing through (i) cash repayment or (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the holder and UYSC.

On October 22, 2026, UYSC issued the Xinghui Note to Xinghui  Technology in the aggregate principal amount of up to $200,000 to evidence the working capital loan provided by the lender. The Xinghui Note provides that the outstanding principal shall be repaid on the date on which UYSC consummates the Business Combination. Unless the holder of the Xinghui Note is, or becomes, a subsidiary of PubCo, such holder will have the right to convert the outstanding principal into units of UYSC’s securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of UYSC and one right to receive one-fifth of one ordinary share of UYSC. If the holder of the Xinghui Note is or would become a subsidiary of PubCo, the outstanding principal amount shall be settled or discharged at closing through (i) cash repayment or (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the holder and UYSC. As of the date of issuance, the principal amount outstanding under the Xinghui Note was $135,154.

Joinder Agreement and First Amendment to Original Merger Agreement

On September 22, 2026, UYSC, Isdera Group, PubCo, Merger Sub, and certain other necessary parties to the Original Merger Agreement entered into the Joinder Agreement that resulted in each of PubCo and Merger Sub becoming parties to the Original Merger Agreement. Thereafter, on September 22, 2026, UYSC, Isdera Group, PubCo, Merger Sub and certain other parties to the Original Merger Agreement entered into the First Amendment. Pursuant to the First Amendment, the parties agreed to adjust the definition of Company Net Value as provided for in the Original Merger Agreement from $1,000,000,000 to $920,000,000 and to make a number of additional corresponding revisions to the Original Merger Agreement and its schedules to reflect the agreement among the parties to adjust the valuation of Isdera Group to $920,000,000.

27

Table of Contents

SELECTED HISTORICAL FINANCIAL INFORMATION OF UYSC

UYSC is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. UYSC’s balance sheet data as of June 30, 2026, March 31, 2026 and March 31, 2025, and the statement of operations data for the three months ended June 30, 2026 and 2025 and for the fiscal year ended March 31, 2026 are derived from UYSC’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

UYSC’s historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the selected historical financial data set forth below together with UYSC’s financial statements and the accompanying notes included elsewhere in this proxy statement, the information in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of UYSC” and other financial information contained elsewhere in this proxy statement.

Selected Historical Financial Information of Statements of Operations

Selected Historical Financial Information of Balance Sheets

Selected Historical Financial Information of Statements of Cash Flows

28

Table of Contents

SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION OF Isdera group

Isdera Group is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. Isdera Group’s balance sheet data as of March 31, 2026 and 2025, and the statement of operations data for the year ended March 31, 2026 and 2025 are derived from Isdera Group’s audited combined financial statements included elsewhere in this proxy statement/prospectus.

Isdera Group’s historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the selected historical financial data set forth below together with Isdera Group’s financial statements and the accompanying notes included elsewhere in this proxy statement, the information in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Isdera Group” and other financial information contained elsewhere in this proxy statement.

Selected Historical Financial Information of Combined Statements of Operations

Selected Historical Financial Information of Combined Balance Sheets

Selected Historical Financial Information of Combined Statements of Cash Flows

29

Table of Contents

COMPARATIVE PER SHARE INFORMATION

The following comparative historical and unaudited pro forma per share financial information presented below sets forth historical comparative share information for Isdera Group and UYSC as well as unaudited pro forma combined share information after giving effect to the Transactions described in “Unaudited Pro Forma Condensed Combined Financial Information.”

The pro forma earnings information for the year ended March 31, 2026, were computed as if the Business Combination had been completed on March 31, 2026. The unaudited pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information, the historical financial statements of Isdera Group and UYSC, related notes thereto included elsewhere in this proxy statement/prospectus, the Merger Agreement, as well as the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of UYSC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Isdera Group.” The unaudited pro forma combined loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor loss per share for any future date or period.

The unaudited pro forma per share financial information is for illustrative purposes only, and is based on the scenarios described below, which may be different from the actual amount of redemptions in connection with the Business Combination.

The unaudited pro forma per share financial information contained herein assumes that the Public Shareholders approve the Business Combination. UYSC cannot predict how many of its Public Shareholders will exercise their right to redeem their Public Shares for cash. Therefore, the following tables present unaudited pro forma per share financial information after giving effect to the Business Combination presented under two scenarios:

30

Table of Contents

SECURITIES AND DIVIDENDS

UYSC’s units, Ordinary Shares and rights are each quoted on the Nasdaq, under the symbols “UYSCU”, “UYSC”, and “UYSCR”, respectively. Each unit consists of one share of Ordinary Shares and one-fifth (1/5^th) of one right to receive one share of Ordinary Shares upon the consummation of an initial business combination. The units commenced trading on Nasdaq on April 1, 2025. UYSC’s Ordinary Shares and public rights underlying the units sold in the IPO commenced separate trading on May 27, 2025.

UYSC has not paid any cash dividends on its Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the PubCo Board. It is the present intention of the Board to retain all earnings, if any, for use in its business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

Isdera Group’s securities are not currently publicly traded. We are applying to list the PubCo Ordinary Shares on Nasdaq in connection with the Business Combination.

31

Table of Contents

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, financial conditioning and results of operations of PubCo, and could adversely affect the trading price of PubCo’s securities following the business combination. The value of your investment in PubCo following consummation of the Business Combination will be subject to the significant risks affecting PubCo and Isdera Group. In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the headings “Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Isdera Group,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of UYSC” as well as the consolidated financial statements and related notes contained herein, you should carefully consider the following risk factors in deciding how to vote on the Proposals presented in this proxy statement/prospectus and before making a decision to invest in PubCo’s securities. The risks associated with Isdera Group, UYSC, the Business Combination and PubCo have been generally organized according to these categories discussed below, and many of these risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks relating to Isdera Group, UYSC, the Business Combination and PubCo, and not as a limitation on the potential impact of the matters discussed. The business, results of operations, financial condition and prospects of Isdera Group and PubCo could also be harmed by risks and uncertainties that are not presently known to them or that they currently believe are not material. If any of the risks actually occur, the business, results of operations, financial condition and prospects of Isdera Group and PubCo could be materially and adversely affected. Unless otherwise indicated, references to business being harmed in these risk factors include harm to business, reputation, brand, financial condition, results of operations and prospects.

Unless the context otherwise requires, references to the “Company”, “we”, “us” and “our” in this section generally refer to Isdera Group or, from and after the Business Combination, PubCo.

Risks Related to Isdera Group’s Business and Industry

The automotive market is highly competitive, and we may not be successful in competing in this industry.

The global automotive market is highly competitive and has historically been associated with significant barriers to entry, including large capital requirements for and investment costs of developing, designing, manufacturing and distributing vehicles, long lead times to bring vehicles to market from the concept and designing stage, the need for specialized design and development expertise, regulatory requirements, establishing a brand name and image and the need to establish sales and service locations. We have strategically entered into the luxury automotive market, and we face a variety of added challenges that a traditional automobile designer and manufacturer would not encounter, including small batch production and new material applications. We expect the luxury automotive market segment to become even more competitive in the future as additional players enter into this segment. We compete with competitors all around the world.

Many of our current and potential competitors, particularly international competitors, have significantly greater financial, technical, manufacturing, marketing, and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale, and support of their products.

32

Table of Contents

We expect competition in our industry to intensify in the future in light of increased demand and regulatory support for alternative fuel vehicles, continuing globalization and consolidation in the worldwide automotive industry. Factors affecting competition include, among others, local protectionism, brand recognition product quality and performance, technological innovation, product design and styling, pricing, safety, and customer service. Increased competition may lead to lowered vehicle unit sales and increased inventory, which may adversely affect our business, financial condition, operating results, and prospects. Our ability to successfully overcome the industry barriers of and compete in our market will be fundamental to our future success in both existing and new markets as well as our market share. There can be no assurance that we will be able to successfully overcome the industry barriers of our markets and compete within. If our competitors introduce new cars or services that successfully compete with or surpass the quality or performance of our cars or services at more competitive prices, we may be unable to satisfy existing customers’ demands or attract new customers at such prices and levels and our business, financial condition, results of operations, and prospects will be affected.

Isdera Group requires a significant amount of capital to fund its operations and growth. If Isdera Group cannot obtain sufficient capital on acceptable terms, its business, financial condition, and prospects may be materially and adversely affected.

Isdera Group requires a significant amount of capital and resources for its operations and continued growth. Isdera Group expects to make significant investments to develop new operating capabilities and technology, which are fundamental to Isdera Group’s business operations and future growth. However, Isdera Group cannot assure you that these investments will generate optimal returns, if at all. In addition, there is no minimum net tangible asset requirement or minimum cash condition required in the Merger Agreement and accordingly, upon the Closing of the Business Combination, Isdera Group may not have immediate access to capital to fund its operations and growth. To date, Isdera Group has historically funded its cash requirements primarily through the issuance of ordinary shares, cash generated by operations. If these resources are insufficient to satisfy Isdera Group’s cash requirements, Isdera Group may seek to raise funds through additional equity offering, debt financing or additional bank facilities. In addition, we may need a substantial amount of cash to fulfill certain covenants under our agreements with business partners. Isdera Group’s ability to obtain additional capital in the future, however, is subject to a number of uncertainties, including those relating to its future business development, financial condition, and results of operations, general market conditions for financing activities by companies in its industry, macro-economic and other conditions. If Isdera Group cannot obtain sufficient capital on acceptable terms to meet its capital needs, Isdera Group may not be able to execute its growth strategies, and Isdera Group’s business, financial condition, and prospects may be materially and adversely affected.

We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risks of investment.

Isdera Group’s PRC Operating Entities focus on large-scale automobile design in the People’s Republic of China. Due to its limited operating history, it may be difficult to evaluate the current business and our prospects. Established in 2020, Xinghui Technology builds on years of industry experience and expertise in designing of automobiles. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of our limited resources, managing a complex regulatory landscape and developing and maintaining our network of suppliers. These risks are exacerbated by the additional requirements, and associated costs of compliance, which we face as a publicly traded company. We may also face challenges in scaling our supply chain in a cost-effective manner, as we will rely on contracting with our suppliers, in order to meet the needs of our customers. We may not be able to fully implement or execute our business strategy or realize, in whole or in part within our expected time frames, the anticipated benefits of our growth strategies. You should consider our business and prospects in light of the risks and difficulties we face as an early-stage company.

33

Table of Contents

We may not succeed in continuing to maintain and strengthen our brand, and our brand and reputation could be harmed by negative publicity with respect to us, our directors, officers, employees, shareholders, peers, business partners, or our industry in general.

Our business and prospects will depend heavily on our ability to maintain and strengthen the “Isdera” brand associated with design, sustainability, and technological excellence. From 2021 to 2023, Yingzi (Shanghai) Automobile Technology Co., Ltd. (“Yingzi Shanghai”) and its indirect minor shareholder Isdera AG entered into several agreements pursuant to which Isdera AG transferred several trademarks, including the “ISDERA” mark, to Yingzi Shanghai. Subsequently, in 2024, Yingzi Shanghai transferred these trademarks to Xinghui Technology. Therefore, we are entitled to use the “ISDERA” mark for specified vehicles, parts, after-sales services, and certain related products. There is no assurance that our vehicles will maintain and strengthen a reputation comparable to that of Isdera’s sports vehicle segment. If we fail to do so we may lose the opportunity to build a critical mass of customers. Promoting and positioning our brand will likely depend significantly on our ability to provide high quality vehicles and services and engage with our customers as intended, and we have limited experience in these areas. In addition, we expect that our ability to develop, maintain, and strengthen the brand will depend heavily on the success of our branding efforts. We market our brand through media, word-of-mouth, events, and advertising. Such efforts may not achieve the desired results. If we do not maintain and strengthen a strong brand, our business, financial condition, results of operations, and prospects will be materially and adversely affected.

Licensing of trademarks involves complex legal and business issues. Disputes may arise regarding trademarks subject to such licensing agreement, including (i) the scope of rights granted under such license agreement and other interpretation-related issues; and (ii) our diligence obligations under the license agreement and what activities satisfy those diligence obligations. If disputes over trademarks that we have or may in the future license prevent or impair our ability to maintain our current or future licensing arrangements on acceptable terms, we may be unable to successfully commercialize the affected products. We are generally also subject to all of the same risks with respect to protection of trademarks that we may license as we are for trademarks that we own. If we or any of our current or future licensors fail to adequately protect these trademarks, our ability to commercialize our products could suffer.

Our reputation and brand are vulnerable to many threats that can be difficult or impossible to predict, control, and costly or impossible to remediate. For example, from time to time, our vehicles are reviewed by media or other third parties. Any negative reviews or reviews that compare us unfavorably to competitors could adversely affect consumer perception about our vehicles. Negative publicity about us, such as alleged misconduct, unethical business practices, or other improper activities, or rumors relating to our business, directors, officers, employees, or shareholders, can harm our reputation, business, and results of operations, even if they are baseless or satisfactorily addressed. Such allegations, even if unproven or meritless, may lead to inquiries, investigations, or other legal or administrative actions against us by regulatory or government authorities as well as private parties. Any regulatory inquiries or investigations and lawsuits against us, perceptions of inappropriate business conduct by us or perceived wrongdoing by any member of our management team, among other things, could substantially damage our reputation, and cause us to incur significant costs to defend ourselves. Any negative market perception or publicity regarding our suppliers or other business partners that we closely cooperate with, or any regulatory inquiries or investigations and lawsuits initiated against them, may also have an impact on our brand and reputation, or subject us to regulatory inquiries or investigations or lawsuits. Moreover, any negative media publicity about the auto industry, especially the EV industry, or product or service quality problems of other automakers in the industry in which we operate, including our competitors, may also negatively impact our reputation and brand. In particular, given the popularity of social media, any negative publicity, whether true or not, such as road accidents, vehicle self-ignition, or other perceived or actual safety issues, could quickly proliferate and harm customer perceptions of, and confidence in, our brand. Perceived or actual concerns about battery deterioration that are often associated with EVs could also negatively impact customer confidence in battery electric vehicles (“BEVs”) in general and our vehicles in particular. If we are unable to maintain and strengthen our reputation or further strengthen our brand recognition, our ability to attract and retain customers, third-party partners, and key employees could be harmed and, as a result, our business, financial position, and results of operations could be materially and adversely affected.

We have a limited operating history and our ability to develop, manufacture, and deliver automobiles of high quality and appeal to customers, on schedule, and on a large scale is unproven and still evolving.

Xinghui Technology was established in 2020. There is limited historical basis for making judgments on the demand for our vehicles or our ability to develop, manufacture, and deliver vehicles, or our profitability in the future. It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business.

The sustainability of our business depends, in large part, on our ability to timely execute our plan to develop, manufacture, and deliver our products to customers. To date, we have no automobile manufacturing experience and therefore cannot assure you that we will be able to achieve our targeted production volume of commercially viable vehicles on a timely basis, or at all.

34

Table of Contents

Our continued development, manufacturing, and delivery of high-quality automobiles to achieve our targeted production volume are and will be subject to risks, including with respect to:

Historically, automakers are expected to periodically introduce new and improved models to stay abreast of the market. To remain competitive, we may be required to introduce new vehicle models and perform facelifts on existing vehicle models earlier or more frequently than originally planned, which would require us to invest to a larger extent in research and development. We cannot assure you that facelifts on our current and future models will appeal to our customers as we expect, or that any introduction of new models or facelifts will not adversely affect the sales of existing models.

Furthermore, we rely on third-party suppliers for the provision and development of many of the key components and materials used in our vehicles. To the extent our suppliers experience any difficulties in providing us with or developing necessary components, we could experience delays in delivering vehicles. See also “Summary of Risk Factors — Risks Related to Isdera Group’s Business and Industry  —  We are dependent on suppliers, many of whom are our single source suppliers for the components they supply.” Any delay in the development, manufacturing, and delivery of our current or future models, or in performing facelifts to existing models, could subject us to customer complaints and materially and adversely affect our reputation, demand for our vehicles, and our growth prospects.

Any of the foregoing could materially and adversely affect our business, financial condition, and results of operations.

We have not been profitable and had negative net cash flows from operations. If we do not effectively manage our cash and other liquid financial assets, execute our plan to increase profitability and obtain additional financing, we may not be able to continue as a going concern.

We have not been profitable since our inception. For instance, for the period ended March 31, 2026 and 2025, we incurred net loss of $4.3 million and $3.4 million, respectively. Historically, we relied principally on proceeds from the related party borrowings to finance our operations and business expansion. We will require additional liquidity to continue our operations over the next 12 months. We are evaluating strategies to obtain the required additional funding for future operations. These strategies may include but are not limited to obtaining additional loans from banks or related parties and renewal of existing loans when they are due and improving operational efficiency to grow revenues and control expenses. The feasibility of such plan is contingent upon many factors out of our control and is highly uncertain and difficult to predict. We may also seek additional equity or debt financing in the future to satisfy capital requirements, respond to adverse developments or changes in our circumstances or unforeseen events or conditions, or fund organic or inorganic growth. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. In the event that additional financing is required from third party sources, we may not be able to raise it on acceptable terms or at all, and there could be potential significant negative impact on our ability to continue its operations.

35

Table of Contents

The pressure on us to generate positive cash flow may be further exacerbated by our contractual obligations, including capital commitments, operating lease commitments, borrowings, and debts. We expect to continue to invest in the production ramp-up of our vehicle models, expansion of sales and servicing network, design and testing of new models, and research and development to further expand our business. These investments may not result in revenue increases or positive net cash flow on a timely basis, or at all. If we were not able to continue as a going concern, or if there were continued doubt about our ability to do so, additional financing may not be available to us on reasonable terms or at all. These factors give rise to substantial doubt over our ability to continue as a going concern. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Liquidity and Capital Resources.” The accompanying consolidated and combined financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment.

We may not generate sufficient revenues and may incur substantial losses for a number of reasons, including lack of demand for our vehicles, increasing competition, and other risks discussed herein, and we may incur unforeseen expenses, or encounter difficulties, complications, or delays in deriving revenues or achieving profitability.

Forecasts and projections of our operating and financial results rely in large part upon assumptions and analyses developed by our management. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from those forecasted or projected.

Our operating results forecast relies in large part upon assumptions and analyses developed by our management and reflects current estimates of future performance, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual operating results may differ materially and adversely from those forecasted or projected. We believe that the assumptions in the forecasts and projections were reasonable at the time such information was prepared, given the information we had at the time. In particular, the prospective financial information was prepared by our management based on estimates and assumptions believed to be reasonable with respect to the expected future financial performance, which do not take into account any circumstances or events occurring thereafter. This prospective financial information incorporates certain financial and operational assumptions, including, but not limited to, future industry performance, general business, economic, market and financial conditions, and matters specific to our business. In addition, such projections incorporate assumptions relating to (a) sales volumes, average selling prices and revenues, which could be significantly impacted by economic events and consumer demand for our vehicles; (b) our expectation to sell vehicles internationally, which could be impacted by trade policies, regulatory constraints and other factors; (c) our ability to maintain the strength of our brand; (d) our ability to manage costs of raw material and certain components and the associated manufacturing costs of our products and services; (e) projected growth in the luxury BEV market; and (e) our ability to satisfy delivery of our electric vehicles, and introduce new models, on the timeline and at the quantities planned.

However, the assumptions that underlie the prospective financial information are preliminary and there can be no assurance that our actual results will be in line with our expectations. The prospective financial information covers multiple years and such financial projections, by their nature, become subject to greater uncertainty with each succeeding year. In addition, whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in the forecast depends on a number of factors, many of which are outside our control, including, but not limited to those stated elsewhere in this “Risk Factors” section and the following:

36

Table of Contents

The forecasts and projections also reflect assumptions as to certain business decisions that are subject to change. The forecasts and projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants with respect to the forecasts and projections, but, in the view of our management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of us. However, such information is not historically factual, should not be seen as guidance or relied upon as being necessarily indicative of future results.

The projections and forecasts were prepared based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of our management. Specifically, our results forecast is based on projected purchase prices, unit costs for materials, manufacturing, packaging and logistics, warranty, sales, marketing and service, and our projected number of orders for the vehicles with factors such as industry cost benchmarks taken into consideration. Neither our independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projections and forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the forecasts and projections.

Unfavorable changes in any of these or other factors, most of which are beyond our control, could turn out to be different than those anticipated, materially and adversely affect our business, prospects, financial results, and results of operations, and have an adverse impact on the market price of our financial position.

We have received only a limited number of orders for our vehicles, and our ability to convert customer interest into sales depends on the successful completion of vehicle testing, certification and commercialization.

We have received only a limited number of orders for our vehicles and have not yet commenced commercial production or customer deliveries. Although we have completed the vehicle design and engineering development phase of our L’Aquila electric luxury supercar and produced an electric prototype vehicle, an ICE engineering test vehicle for L’Aquila is still under construction. Following completion of the remaining prototype vehicle manufacturing and vehicle testing activities, Isdera Group plans to pursue the necessary regulatory certifications and approvals. Subject to the successful completion of these processes, Isdera Group intends to commence commercial production and customer deliveries. We have not yet completed the planned vehicle testing and regulatory certification processes necessary for commercialization. As a result, we have received only seventeen (17) customer orders to date. There can be no assurance that we will successfully complete the remaining testing and certification processes, commence commercial production as planned, convert customer interest into binding sales, or fulfil existing orders on schedule. Any delays or failures in these activities could materially and adversely affect our business prospects, financial condition and results of operations.

We have only generated minimal revenues from operations to date and will depend on revenues generated from a limited number of vehicle models.

We have not yet commercialized any of our vehicles and have only generated minimal revenues from operations. Our business will initially depend substantially on the sales and distribution of L’Aquila and the vehicle based on the second prototype, Andromeda, the development of which is currently in the early stages and is expected to be completed by the end of 2027. These vehicles are part of a planned series of vehicles that we intend to develop and commercialize over time. Customers tend to expect OEMs to offer a wide range of product portfolio and continue to upgrade their existing products. To better meet our customers’ demand, we plan to introduce two new models in the near future, and plan to upgrade our existing models on an ongoing basis. To the extent our product variety and cycle does not meet consumer expectations, or we cannot achieve our projected timelines and cost and volume targets, our future sales may be adversely affected. Given that, for the foreseeable future, our business will depend on a limited number of vehicle models, to the extent a particular model is not well-received by the market, our sales volume could be materially and adversely affected, which, in turn, could materially and adversely affect our business, financial condition, and results of operations.

Any delays in the manufacturing and launch of the commercial production vehicles in our pipeline could have a material adverse effect on our business.

Although we have completed the vehicle design and engineering development phase of L’Aquila and produced a prototype of its fully electric variant, we have not yet commenced commercial production or delivered any vehicles to customers. An ICE engineering test vehicle for L’Aquila is currently under construction. Following completion of the remaining prototype vehicle manufacturing and vehicle testing activities, Isdera Group plans to pursue the necessary regulatory certifications and approvals. Subject to the successful completion of these processes, Isdera Group intends to commence commercial production and customer deliveries. However, there can be no assurance that we will complete the remaining testing, certification and production activities on schedule or achieve our planned commercial launch and delivery timeline. While we intend to bring one or more vehicle models to market in the future, there can be no assurance as to when, or if, such launch will occur. Automobile manufacturers, particularly early-stage companies, often experience significant delays in the design, testing, certification, manufacture, and commercial release of new vehicle models. To the extent we experience delays in the launch of our vehicles, our growth prospects could be adversely affected as we may fail to generate market acceptance or capture market share. We also intend to periodically update, refresh, or improve our vehicles once launched, and any such efforts could also be subject to delay. Furthermore, we rely on third-party suppliers for many of the critical components and materials required to develop and manufacture our vehicles. If our suppliers encounter delays or are unable to provide the necessary components on acceptable terms, our ability to achieve timely production milestones would be negatively affected. Any delay in the development, manufacture, or launch of our vehicles, or in implementing planned updates once launched, could materially and adversely affect our reputation, our ability to generate demand, and our results of operations.

37

Table of Contents

Our vehicles are subject to homologations and motor vehicle safety standards and the failure to acquire homologations or satisfy mandated safety standards in jurisdictions we operate would materially and adversely affect our business and results of operations.

All vehicles sold must comply with various standards governing the market in which the vehicles are sold. In particular, our vehicles must meet or exceed all mandated safety standards to be certified under applicable regulations in jurisdictions we plan to sell our vehicles. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving these standards. We have incurred, and expect to continue to incur, significant costs in complying with these regulations.

In the European Union (“EU”), vehicles must be type-approved under EU Regulation 2018/858, or the Whole Vehicle Type Approval, and must comply with vehicles safety standard under EU Regulation 2019/2144. In the U.K., vehicles must be type-approved under the GB Type Approval Scheme from February 1, 2024 or under the Provisional GB Type Approval Scheme up until February 1, 2024, and must conform with the EU Regulation 661/2009 which was adopted as retained EU law by virtue of the European Union (Withdrawal) Act 2018 and implemented by the Road Vehicles (Approval) Regulations 2020. In the U.S., vehicles must be certified to meet all applicable Federal Motor Vehicle Safety Standards, federal bumper standards, and federal anti-theft standards issued and administered by the National Highway Traffic Safety Administration. In addition, each state in the U.S. may impose additional vehicle safety requirements with respect to vehicle equipment or components that are not regulated by a federal standard. As of the date of this prospectus, our prototype has not received any type of approval in the EU, U.K., or the U.S.

In China, each vehicle model must pass various tests and undergo a certification process and be affixed with the China Compulsory Certification (“CCC”), before we receive delivery of vehicles from the factory, import or sell such vehicles, or use such vehicles for commercial activities, and such certification is also subject to periodic renewal. We have not obtained the CCC for our prototype. Therefore, there is no guarantee that we will be able to obtain such certification in the future or to obtain CCC for our future vehicles. To the extent that it takes us longer to acquire or we eventually fail to acquire the CCC certification for any of our future vehicles or we are unable to renew the CCC certification for any vehicle, we could experience delays in delivering or fail to deliver at all, which would have a material and adverse effect on our reputation, business, financial condition, and results of operations. Furthermore, the PRC government and issuing agencies of such certification may carry out supervisory activities on certified vehicles, including routine and unscheduled, and impromptu inspections. In the event that a certified vehicle has a defect resulting in quality or safety accidents, or consistent failure of certified vehicles to comply with certification requirements is discovered during follow-up inspections, the certification could be revoked. With effect from the date of revocation or during suspension of the certification, any vehicle that fails to satisfy the requirements for certification may not continue to be delivered, sold, imported, or used in other commercial activities.

These laws and standards are subject to change from time to time, and we could become subject to additional safety regulations in jurisdictions we operate in the future, which would increase the effort and expense of compliance. To the extent that it takes us longer to acquire or we eventually fail to acquire or renew safety standard certification in jurisdictions we plan to sell any of our existing or future vehicles, we could experience delays in delivering or fail to deliver at all, which would have a material and adverse effect on our reputation, business, financial condition, and results of operations.

38

Table of Contents

Our future growth is dependent on the demand for, and upon consumers’ willingness to adopt luxury electric vehicles, which is associated with consumers’ demand for automobile and luxury vehicles, and adoption of new energy vehicles.