UY Scuti Acquisition Corp.

10/06/2026 | Press release | Distributed by Public on 10/06/2026 15:01

Financial Obligation (Form 8-K)

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

As previously disclosed, on July 18, 2025, UY Scuti Acquisition Corp. (the "Company" or "UYSC") 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 ("Isdera, Inc" or the "Purchaser") and (ii) Purchaser shall form a company in the Cayman Islands as an exempted company and a wholly-owned subsidiary ("Isdera Technology Limited" the "Merger Sub") for the purposes of consummating the business combination transactions described in the Merger Agreement. On September 22, 2026, UYSC, Isdera Inc, Isdera Technology Limited, Isdera Group, the Principal Shareholders and the Principal Shareholders' Representative entered into a joinder agreement to the Merger Agreement, that 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").

On September 30, 2026, the Company caused an aggregate of $450,000 to be deposited into the trust account (the "Trust Account") established in connection with the Company's initial public offering in order to extend the time that the Company has to consummate an initial business combination. Such deposit was made 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. The $450,000 extension payment was loaned to the Company by Isdera HK Limited, an affiliate of Isdera Group. The Company expects to issue a promissory note to the lender with respect to such loan, and will file a copy of the note as an exhibit to a Current Report on Form 8-K.

Item 8.01 Other Events.

As a result of the deposit of $450,000 to the Trust Account as described in Item 2.03 of this Current Report on Form 8-K, the Company extended the deadline by which it must consummate its initial business combination for the third three-month extension period, from October 1, 2026, to January 1, 2027.

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