UY Scuti Acquisition Corp. 8-K

What Happened

• UY Scuti Acquisition Corp. announced a $450,000 loan from Sun Peisha (the lender and designee of Sponsor UY Scuti Investments Limited) that was deposited into the company’s trust account effective March 31, 2026 to extend the deadline to complete its initial business combination to July 1, 2026.
• A promissory note evidencing that loan is dated April 13, 2026 and was executed on April 25, 2026. The note is unsecured, bears no interest, and is payable upon consummation of the business combination described in the Agreement and Plan of Merger dated July 18, 2025 (among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co., Ltd., and UY Scuti Acquisition Corp.). On the maturity/repayment date the outstanding principal will convert into units at $10.00 per unit.

Key Details

• Loan amount: $450,000 (deposited into trust account effective March 31, 2026).
• Lender: Sun Peisha, designee of Sponsor UY Scuti Investments Limited.
• Promissory note: dated April 13, 2026; executed April 25, 2026; unsecured and non‑interest bearing.
• Conversion: outstanding principal converts into units at $10.00 per unit; each unit consists of one Ordinary Share and one right to receive one‑fifth of one Ordinary Share.

Why It Matters

• The loan extends the SPAC’s deadline to close its initial business combination to July 1, 2026, giving the company more time to complete the merger transaction identified in the July 18, 2025 merger agreement.
• The note creates a direct financial obligation of the company that will convert into equity units if the merger closes, which will increase the number of issued units/shares upon conversion and may affect post‑transaction capitalization.
• The loan is unsecured and non‑interest bearing and reflects sponsor‑level support to bridge the company to a potential closing; investors should consider the existence and terms of this obligation when assessing the company’s capital structure and potential dilution.