UY Scuti Acquisition Corp. Announces Merger Joinder and First Amendment

What Happened

• UY Scuti Acquisition Corp. (UYSC) filed an 8-K on Sept. 24, 2026 disclosing that Isdera Inc. and Isdera Technology Limited joined the previously announced Agreement and Plan of Merger with Isdera Group. The parties executed a Joinder Agreement and a First Amendment to the Merger Agreement on September 22, 2026.
• The First Amendment revises key deal terms, including redefining “Company Net Value” to $920,000,000, corrects a technical error in the definition of “Purchaser Rights,” and amends schedules governing allocation of closing consideration and certain share capital representations.

Key Details

• Original Merger Agreement was entered July 18, 2025; Purchaser (Isdera Inc.) incorporated Aug. 14, 2025; Merger Sub (Isdera Technology Limited) formed Aug. 21, 2025.
• Joinder Agreement and First Amendment executed on Sept. 22, 2026, bringing Isdera Inc. and Isdera Technology Limited into the Merger Agreement.
• Company Net Value set at $920,000,000 per the First Amendment.
• The filing includes Exhibits 2.1 (First Amendment) and 2.2 (Joinder Agreement); some schedules/exhibits were omitted from the public filing but can be furnished to the SEC upon request.

Why It Matters

• The amendment changes a core valuation metric (Company Net Value = $920M), which can affect how the purchase price and any contingent payments are calculated and how consideration is allocated among Isdera Group shareholders.
• Bringing the Purchaser and Merger Sub formally into the agreement and fixing technical definitions reduces legal uncertainty about parties’ rights and the mechanics of closing, which is material for investors tracking the proposed merger and its timing.
• Investors should review the filed amendments (Exhibits 2.1 and 2.2) for full details on allocation and share capital changes, since omitted schedules may contain additional economic terms.