UY Scuti Acquisition Corp.: issues promissory notes totaling $1,100,000

What happened

• UY Scuti Acquisition Corp reported that on Oct 22, 2026 it issued unsecured promissory notes totaling $1,100,000 to Isdera HK Limited and Xinghui Automotive Technology (Hainan) Co., Ltd. The filing also reported that on Sep 22, 2026 the parties entered into a joinder agreement to the Merger Agreement and executed the First Amendment to the Merger Agreement.

Key details

• The original Merger Agreement was entered into on Jul 18, 2025 among UYSC, Isdera Group Limited, Xinghui Automotive Technology and certain shareholders; UYSC formed Isdera Inc as Purchaser on Aug 14, 2025 and Isdera Technology Limited as Merger Sub on Aug 21, 2025.
• Isdera HK loaned the company $450,000 effective Jun 30, 2026 (July Extension Loan) and another $450,000 effective Sep 30, 2026 (October Extension Loan); on Oct 22, 2026 UYSC issued a promissory note in the principal amount of $900,000 to Isdera HK to evidence those loans (the Isdera HK Note).
• On Oct 22, 2026 UYSC also issued a promissory note to Xinghui Automotive Technology for up to $200,000 (the Xinghui Note); the principal amount outstanding under the Xinghui Note was $135,154 as of issuance.
• Both promissory notes are unsecured, bear no interest and become due on the date the company consummates the business combination; upon maturity outstanding principal may be converted into units at a conversion price of $10.00 per unit, with each unit consisting of one ordinary share and one right to receive one-fifth of one ordinary share.
• Each promissory note provides that if the holder is or would become a subsidiary of Purchaser upon closing, the holder’s conversion right terminates and outstanding principal shall be settled at closing by (i) cash repayment, (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism as determined by the holder and UYSC.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) for the joinder and First Amendment to the Merger Agreement and Item 2.03 (creation of a direct financial obligation) for the issuance of the promissory notes that record the July Extension Loan and the October Extension Loan. This filing does not show why the insider traded or why the company acted.