8-K - UYSC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 25, 2026

Date of Report (Date of earliest event reported)

UY SCUTI ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-42577	N/A
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)

39 E. Broadway, Suite 603

New York, New York 10002

(Address of Principal Executive Offices, andZip Code)

(412) 947-0514

Registrant’s Telephone Number, IncludingArea Code

Not Applicable

(Former Name or Former Address, if Changed SinceLast Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.0001 par value, and one right	UYSCU	The Nasdaq Stock Market LLC
Ordinary Shares, $0.0001 par value	UYSC	The Nasdaq Stock Market LLC
Rights to receive one-fifth (1/5^th^) of one Ordinary Share	UYSCR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material DefinitiveAgreement.

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 Obligationor an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported by UY Scuti Acquisition Corp. (the “Company”) in its Current Report on Form 8-K filed on April 6, 2026, effective as of March 31, 2026, Sun Peisha (the “Lender”), an individual 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 pursuant to the Company’s Second Amended and Restated Memorandum and Articles of Association, as amended, and the amendment to the Trust Agreement governing the trust account (the “Trust Account”), in order to extend the time that the Company has to consummate an initial business combination for the first three-month extension period to July 1, 2026 (the “First Extension Loan”).

On April 25, 2026, a promissory note, which is dated as of April 13, 2026, evidencing the first Extension Loan was executed by the Company and the Lender (the “First Extension Note”). The First Extension Note is unsecured, bears no interest and provides that the Company shall repay the outstanding principal balance of such note on the date on which the Company consummates the business combination transaction contemplated by that certain Agreement and Plan of Merger dated July 18, 2025 by and among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co., Ltd., and UY Scuti Acquisition Corp., and the other parties thereto. On such maturity date, the entire outstanding principal balance of the First Extension Note shall 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.

The disclosures set forth in this Item 2.03 regarding the First Extension Note are intended to be a summary only and are qualified in their entirety by reference to the First Extension Note. The issuance of the First Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. A copy of the First Extension Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	First Extension Note
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	UY Scuti Acquisition Corporation
Dated: April 29, 2026	By:	/s/ Jialuan Ma
	Name:	Jialuan Ma
	Title:	Chief Executive Officer

Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal<br> Amount: $450,000	Dated<br> as of April 13, 2026, New York

UY Scuti Acquisition Corp., an exempt company formed under the law of Cayman Islands (the “Maker”), promises to pay to the order of Sun Peisha, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Four Hundred Fifty Thousand Dollars ($450,000) solely in fully paid and non-assessable units of the Maker(the “ConversionUnits”) on the terms and conditions described below. Unless otherwise agreed by the Maker and the Payee, all payments on this Note shall be made by the issuance and delivery of such Conversion Units to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1. Principal. The principal balance of this Note shall be payable by the Maker on the date (the “Maturity Date”) on which Maker consummates a business combination transaction contemplated by that certain Agreement and Plan of Merger dated July 18, 2025 by and among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co., Ltd., and UY Scuti Acquisition Corp., and the other parties thereto (the “Merger Agreement”) (such transaction, the “Business Combination Transaction”). Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. Payee understands that if the Business Combination Transaction is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

3. [reserved]

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

6. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of a business combination (the “Business Combination”) to be conducted by the Maker, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the Business Combination, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

15. Conversion

(a) Upon the Maturity Date, the entire outstanding principal balance of this Note shall be converted into that number of Conversion Units of the Maker’s securities equal to: (x) the portion of the principal amount of this Note being converted, divided by (y) ten dollars ($10.00), rounded up to the nearest whole number of units. Each Conversion Unit shall consist of one Ordinary Share of the Maker and one right of the Maker, each whole right convertible into for one-fifth (1/5) of one Ordinary Share of the Maker. The Conversion Units shall be identical to the units issued by the Maker in the private placement that was consummated contemporaneously with the Maker’s initial public offering (“IPO”).

(b) Upon any conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, and (iii) in exchange for the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Units upon conversion of this Note pursuant hereto. The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed as deed by the undersigned on the day and year first above written.

UY<br> SCUTI ACQUISITION CORP.
By:	/s/<br> Jialuan Ma
Name:	Jialuan<br> Ma
Title:	Chief<br> Executive Officer

Agreedand Acknowledged as of the date first written above:

Sun Peisha
By:	/s/ Sun Peisha
Name:	Sun Peisha