UY Scuti Acquisition Corp 8-K, filed Sep 24, 2026
UY Scuti Acquisition Corp. (UYSC)
About this 8-K
UY Scuti Acquisition Corp filed this 8-K on September 24, 2026, reporting on events of September 22, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
Joinder Agreement
As previously disclosed, on July 18, 2025, UY Scuti Acquisition Corp. (“UYSC”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Isdera Group Limited (“Isdera Group” or the “Company”), Xinghui Automotive Technology (Hainan) Co., Ltd (“Xinghui Technology”), certain individuals solely in their capacity as shareholder representatives of Xinghui Technology, Songze Shares Ltd., Wenyuan Holdings Ltd, and Shuyan Holdings Ltd., (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), and Wenfang Song, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders (the “Principal Shareholders’ Representative”).
The Merger Agreement contemplated that (i) UYSC would cause the incorporation of a Cayman Islands exempted company (such company to be the “Purchaser”) and (ii) Purchaser, upon incorporation, would form another Cayman Islands exempted company as a direct wholly-owned subsidiary of Purchaser (the “Merger Sub”). The parties contemplated that both the Purchaser and Merger Sub would become parties to the Merger Agreement by executing a joinder agreement.
On August 14, 2025, UYSC caused Isdera Inc to be incorporated as the “Purchaser” under the Merger Agreement and on August 21, 2025, Isdera Inc formed Isdera Technology Limited as the “Merger Sub” under the Merger Agreement. Thereafter, 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 (the “Joinder Agreement”), that resulted in each of Isdera Inc and Isdera Technology Limited becoming parties to the Merger Agreement.
First Amendment to Agreement and Plan of Merger
Following the execution of the Joinder Agreement, on September 22, 2026, UYSC, Isdera Inc, Isdera Technology Limited, Isdera Group, the Principal Shareholders and the Principal Shareholders’ Representative entered into the First Amendment to the Merger Agreement (the “First Amendment”).
Pursuant to the First Amendment, the Merger Agreement was amended to, among other matters: (i) revise the definition of “Company Net Value” to $920,000,000; (ii) correct a technical error in the definition of “Purchaser Rights”; (iii) amend and restate the schedules governing the allocation of closing consideration among Isdera Group’s shareholders; and (iv) amend and restate Isdera Group’s representation regarding its share capital and certain corresponding schedules.
The foregoing descriptions of the First Amendment and the Joinder Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2.1 and 2.2 to this Current Report, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 2.1* | First Amendment to Agreement and Plan of Merger, dated September 22, 2026. | |
| 2.2 | Joinder Agreement, dated September 22, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
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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: September 24, 2026 | By: | /s/ Jiawen Zhao |
| Name: | Jiawen Zhao | |
| Title: | Interim Chief Financial Officer | |
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Exhibit 2.1
Execution Copy
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (the “Amendment”) is made and entered into as of September 22, 2026 by and among UY Scuti Acquisition Corp., a company incorporated in the Cayman Islands as an exempted company (the “Parent”), Isdera Inc, a company incorporated in the Cayman Islands as an exempted company and wholly-owned subsidiary of the Parent (the “Purchaser”), Isdera Technology Limited, a company incorporated in the Cayman Islands as an exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), Isdera Group Limited, a company incorporated in the Cayman Islands as an exempted company (the “Company”), Songze Shares Ltd., a BVI business company incorporated under the laws of the British Virgin Islands, Wenyuan Holdings Ltd., a BVI business company incorporated under the laws of the British Virgin Islands, and Shuyan Holdings Ltd., a BVI business company incorporated under the laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), and Wenfang Song, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders (the “Principal Shareholders’ Representative”).
A. On July 18, 2025, the following parties entered into the Agreement and Plan of Merger (the “Merger Agreement”): the Company, Xinghui Automotive Technology (Hainan) Co., Ltd (星晖汽车科技（海南）有限公司), a company formed under the laws of the People’s Republic of China, Jianxun Kou, Shuyan Wang, and Wenfang Song (individuals, solely in their capacity as the shareholder representatives of Xinghui Technology), the Principal Shareholders, the Principal Shareholders’ Representative, and Parent.
B. Concurrently with the execution and delivery of this Amendment, Purchaser and Merger Sub have executed and delivered a Joinder Agreement, dated as of the date hereof, pursuant to which each of Purchaser and Merger Sub has become a party to, and agreed to be bound by, the Merger Agreement.
C. Section 14.2 of the Merger Agreement provides that the Merger Agreement cannot be amended, except by a writing signed by each of the Purchaser Parties, the Company, the Principal Shareholders’ Representative and the Principal Shareholders.
D. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Merger Agreement.
E. The parties hereto desire to amend the Merger Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, the parties hereto, each intending to be bound hereby, agree as follows:
1. Amendments.
(a) The definition of “Company Net Value” set forth in Section 1.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“Company Net Value” means an amount equal to $920,000,000.
(b) The definition of “Purchaser Rights” set forth in Section 1.49 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“Purchaser Rights” means the rights of Purchaser, each such right convertible into one-fifth of one Purchaser Class A Ordinary Share.
(c) The Shareholders Allocation Schedule as specified on Schedule 4.1(a) attached to the Merger Agreement is hereby amended and restated in its entirety and as amended and restated is set forth as Schedule 4.1(a) to this Amendment.
(d) The Closing Payment Shares Schedule as specified on Schedule 4.2(a) attached to the Merger Agreement is hereby amended and restated in its entirety and as amended and restated is set forth as Schedule 4.2(a) to this Amendment.
(e) Section 5.5(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:
5.5 Capital Structure.
(a) Share Capital. The authorized share capital of the Company is $50,000.00 divided into 100,000,000 ordinary shares of par value $0.0005 each, of which 100,000,000 ordinary shares of a par value of $0.0005 is issued and outstanding as of the date hereof (the “Company Shares”). As of the date of this Agreement, (i) no Company Shares are held as treasury shares, (ii) all of the issued and outstanding Company Shares have been duly authorized and validly issued, are fully paid and non-assessable, and, except as set forth in the Company’s Organizational Documents, are not subject to any preemptive rights or have been issued in violation of any preemptive or similar rights of any Person, and (iii) all of the issued and outstanding Company Shares are owned legally and of record by the Persons set forth on Schedule 5.5(a). The only Company Shares that will be issued and outstanding immediately after the Closing will be the Company Shares owned by the Purchaser. As of the date of this Agreement, no other class in the share capital of the Company is authorized or issued or outstanding.
(f) Solely for purposes of Section 5.5(a) of the Merger Agreement, Schedule 5.5(a) to the Company Disclosure Letter shall be deemed amended to reflect the capitalization and ownership of the Company Shares set forth in Section 5.5(a), as amended and restated pursuant to Section 1(e) of this Amendment. For the avoidance of doubt, Schedule 5.5(a) is being updated as of the date hereof solely for purposes of Section 5.5(a) of the Merger Agreement, and no other portion of the Company Disclosure Letter is being amended, updated or supplemented as of the date hereof. All other disclosures set forth in the Company Disclosure Letter shall remain as made as of the Signing Date of the Merger Agreement.
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2. Miscellaneous.
2.1. Effect of Amendment. Except as expressly amended by this Amendment, all of the terms of the Merger Agreement shall remain unchanged and in full force and effect. This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto. The provisions of Article XIV of the Merger Agreement are incorporated in this Amendment by this reference, mutatis mutandis.
2.2. References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Merger Agreement shall, effective from the date of this Amendment, refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement and references in the Merger Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to July 18, 2025 and references to the date of this Amendment and “as of the date of this Amendment” shall refer to date of this Amendment as set forth at the top of page 1 of this Amendment.
2.3. Counterparts. This Amendment may be executed and delivered in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
2.4. Entire Agreement. This Amendment, the Merger Agreement and the Additional Agreements constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
[Signatures appear on the following pages.]
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IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written.
| Parent: | |||
| UY SCUTI ACQUISITION CORP. | |||
| By: | /s/ Qunxue Yin | ||
| Name: | Qunxue Yin | ||
| Title: | Chief Executive Officer | ||
| Purchaser: | |||
| ISDERA INC | |||
| By: | /s/ Qunxue Yin | ||
| Name: | Qunxue Yin | ||
| Title: | Director | ||
| Merger Sub: | |||
| ISDERA TECHNOLOGY LIMITED | |||
| By: | /s/ Qunxue Yin | ||
| Name: | Qunxue Yin | ||
| Title: | Director | ||
| Company: | |||
| ISDERA GROUP LIMITED | |||
| By: | /s/ Wenfang Song | ||
| Name: | Wenfang Song | ||
| Title: | Authorized Signatory | ||
| Principal Shareholders: | |||
| SONGZE SHARES LTD. | |||
| By: | /s/ Wenfang Song | ||
| Name: | Wenfang Song | ||
| Title: | Authorized Signatory | ||
| WENYUAN HOLDINGS LTD. | |||
| By: | /s/ Jianxun Kou | ||
| Name: | Jianxun Kou | ||
| Title: | Authorized Signatory | ||
| SHUYAN HOLDINGS LTD. | |||
| By: | /s/ Shuyan Wnag | ||
| Name: | Shuyan Wang | ||
| Title: | Authorized Signatory | ||
| Principal Shareholders’ Representative: | |||
| By: | /s/ Wenfang Song | ||
| Name: | Wenfang Song | ||
Exhibit 2.2
Execution Copy
JOINDER AGREEMENT
This JOINDER AGREEMENT, dated as of September 22, 2026 (this “Joinder Agreement”), is entered into by and among Isdera Inc, a company incorporated in the Cayman Islands as an exempted company and wholly-owned subsidiary of UY Scuti Acquisition Corp. (“Purchaser”), Isdera Technology Limited, a company incorporated in the Cayman Islands as an exempted company and wholly-owned subsidiary of Purchaser (“Merger Sub”), and the other parties signatory hereto, and is made pursuant to that certain Agreement and Plan of Merger (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms thereof, the “Merger Agreement”), dated as of July 18, 2025, by and among Isdera Group Limited, a company incorporated in the Cayman Islands as an exempted company (the “Company”), Xinghui Automotive Technology (Hainan) Co., Ltd (星晖汽车科技（海南）有限公司), a company formed under the laws of the People’s Republic of China, Jianxun Kou, Shuyan Wang, and Wenfang Song, individuals, solely in their capacity as the shareholder representatives of Xinghui Technology, Songze Shares Ltd., a BVI business company incorporated under the laws of the British Virgin Islands, Wenyuan Holdings Ltd., a BVI business company incorporated under the laws of the British Virgin Islands, and Shuyan Holdings Ltd., a BVI business company incorporated under the laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), Wenfang Song, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders (the “Principal Shareholders’ Representative”), and UY Scuti Acquisition Corp., a company incorporated in the Cayman Islands as an exempted company (“Parent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
WHEREAS, Purchaser was incorporated after the effective date of the Merger Agreement for the purpose of participating in the transactions contemplated thereby and to effect the merger of Parent with and into Purchaser, in which Purchaser will be the SPAC Surviving Corporation;
WHEREAS, Merger Sub was incorporated after the effective date of the Merger Agreement for the purpose of participating in the transactions contemplated thereby and to merge with and into the Company with the Company being the surviving entity and a wholly-owned subsidiary of Purchaser; and
WHEREAS, the parties hereto desire to execute this Joinder Agreement pursuant to which each of Purchaser and Merger Sub shall become a party to, and be bound by, the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder Agreement hereby agree as follows:
1. Agreement to be Bound. Each of Purchaser and Merger Sub hereby agrees that upon execution of this Joinder Agreement, it shall become a party to the Merger Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Merger Agreement applicable to such party as though an original party thereto.
2. Successors and Assigns. This Joinder Agreement shall be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns.
3. Entire Agreement. This Joinder Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof and, except as expressly provided in this Joinder Agreement or the Merger Agreement, supersedes all prior negotiations, representations or agreements, either oral or written, with respect to such subject matter.
4. Counterparts. This Joinder Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. This Joinder Agreement may be executed and delivered by facsimile or electronic transmission.
5. Governing Law. This Joinder Agreement and any claim, controversy or dispute arising under or related to this Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly within such State (including in respect of the statute of limitations or other limitations period applicable hereto), and without regard to the conflicts of laws principles thereof. Any suit brought hereon, whether in contract, tort, equity or otherwise, shall be brought in the exclusive jurisdiction and venue of the courts of the State of New York or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and any appellate court thereof, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it, consents to service of process in any manner prescribed in Section 14.7 of the Merger Agreement or in any other manner authorized by New York law, and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by applicable law.
6. Headings. The headings contained in this Joinder Agreement are for convenience or reference only and shall not be deemed to alter or affect any provision hereof.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be effective as of the date first written above.
| PARENT: | ||
| UY Scuti Acquisition Corp. | ||
| By: | /s/ Qunxue Yin | |
| Name: | Qunxue Yin | |
| Title: | Chief Executive Officer | |
| COMPANY: | ||
| Isdera Group Limited | ||
| By: | /s/ Wenfang Song | |
| Name: | Wenfang Song | |
| Title: | Authorized Signatory | |
| PRINCIPAL SHAREHOLDERS: | ||
| Songze Shares Ltd. | ||
| By: | /s/ Wenfang Song | |
| Name: | Wenfang Song | |
| Title: | Authorized Signatory | |
| Wenyuan Holdings Ltd. | ||
| By: | /s/ Jianxun Kou | |
| Name: | Jianxun Kou | |
| Title: | Authorized Signatory | |
| Shuyan Holdings Ltd. | ||
| By: | /s/ Shuyan Wang | |
| Name: | Shuyan Wang | |
| Title: | Authorized Signatory | |
| PRINCIPAL SHAREHOLDERS’ REPRESENTATIVE | ||
| By: | /s/ Wenfang Song | |
| Name: | Wenfang Song | |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be effective as of the date first written above.
| PURCHASER: | ||
| Isdera Inc | ||
| By: | /s/ Qunxue Yin | |
| Name: | Qunxue Yin | |
| Title: | Director | |
| MERGER SUB: | ||
| Isdera Technology Limited | ||
| By: | /s/ Qunxue Yin | |
| Name: | Qunxue Yin | |
| Title: | Director | |
[Signature Page to Joinder Agreement]