Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported by UY Scuti Acquisition Corp. (the "Company" or "UYSC"), on July 18, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Isdera Group Limited, a Cayman Islands company ("Isdera Group"), a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, ("Xinghui Automotive Technology"), Xinghui Automotive Technology's principal shareholders (the "Principal Shareholders"), and a representative of such principal shareholders (the "Principal Shareholders' Representative") for a business combination. The Merger Agreement contemplated that (i) the Company shall form a company in the Cayman Islands as an exempted company and a wholly-owned subsidiary of the Company (the "Purchaser") and (ii) Purchaser shall form a company in the Cayman Islands as an exempted company and a wholly-owned subsidiary of the Purchaser (the "Merger Sub") for the purposes of consummating the business combination transactions described in the Merger Agreement. On August 14, 2025, UYSC caused Isdera Inc to be incorporated as the "Purchaser" under the Merger Agreement and on August 21, 2025, Purchaser formed Isdera Technology Limited as the "Merger Sub" under the Merger Agreement. Thereafter, on September 22, 2026, UYSC, Purchaser, Merger Sub, Isdera Group, the Principal Shareholders and the Principal Shareholders' Representative entered into a joinder agreement to the Merger Agreement (the "Joinder Agreement"), which resulted in each of Isdera Inc and Isdera Technology Limited becoming parties to the Merger Agreement. Following the execution of the Joinder Agreement, on the same date, such parties entered into the First Amendment to the Merger Agreement (the "First Amendment").

As previously reported by the Company, effective as of June 30, 2026, Isdera HK Limited ("Isdera HK"), an affiliate of Isdera Group and the designee of UY Scuti Investments Limited (the "Sponsor"), loaned the Company the aggregate amount of $450,000, which amount was deposited into the trust account established by the Company in connection with its initial public offering (the "Trust Account") pursuant to the Company's Second Amended and Restated Memorandum and Articles of Association, as amended, and the Investment Management Trust Agreement, as amended, governing the Trust Account in order to extend the time that the Company has to consummate an initial business combination for the second three-month extension period to October 1, 2026 (the "July Extension Loan"). Further, and as previously reported by the Company, effective as of September 30, 2026, Isdera HK loaned the Company an additional amount of $450,000, which was deposited into the Trust Account in order to extend the time that the Company has to consummate an initial business combination for the third three-month extension period to January 1, 2027 (the "October Extension Loan"). In connection with the foregoing loans from Isdera HK, on October 22, 2026, the Company issued an unsecured promissory note in the principal amount of $900,000 to Isdera HK to evidence the July Extension Loan and October Extension Loan (the "Isdera HK Note").

Additionally, on October 22, 2026, the Company issued a promissory note to Xinghui Automotive Technology in the principal amount of up to $200,000 (the "Xinghui Note" and, together with the Isdera HK Note, the "Promissory Notes"), pursuant to which the Company may borrow funds in one or more installments, up to an aggregate principal amount of $200,000, to finance transaction costs reasonably related to the Company's proposed business combination. As of the date of issuance, the principal amount outstanding under the Xinghui Note was $135,154.

The Promissory Notes are both unsecured, bear no interest and shall become due and payable on the date on which the Company consummates the business combination transaction contemplated by the Merger Agreement. Upon maturity, the outstanding principal balances of both Promissory Notes may be converted into units of the Company's securities at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share of the Company and one right to receive one-fifth of one ordinary share of the Company. However, pursuant to each of their respective terms, if the holder of the Isdera HK Note or the Xinghui Note is or would become a subsidiary of Purchaser upon the closing of the Company's initial business combination, the right of such holder to convert the outstanding principal amount of such Promissory Note shall terminate, and the outstanding principal amount thereof 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.

The disclosures set forth in this Item 2.03 regarding the Promissory Notes are intended to be summaries only and are qualified in their entirety by reference to the Promissory Notes. The issuances of the Promissory Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Copies of the Promissory Notes are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.