UY Scuti Acquisition Corp 8-K, filed Oct 23, 2026
UY Scuti Acquisition Corp. (UYSC)
About this 8-K
UY Scuti Acquisition Corp filed this 8-K on October 23, 2026, reporting on events of October 22, 2026.
UY Scuti Acquisition Corp. issued unsecured, non-interest-bearing notes of $900,000 to Isdera HK Limited and up to $200,000 to Xinghui Automotive Technology, with $135,154 outstanding. They are due at closing and convertible at $10.00 per unit. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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)) |
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
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 Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously reported by UY Scuti Acquisition Corp. (the “Company” or “UYSC”), on July 18, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Isdera Group Limited, a Cayman Islands company (“Isdera Group”), a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, (“Xinghui Automotive Technology”), Xinghui Automotive Technology’s principal shareholders (the “Principal Shareholders”), and a representative of such principal shareholders (the “Principal Shareholders’ Representative”) for a business combination. The Merger Agreement contemplated that (i) the Company shall form a company in the Cayman Islands as an exempted company and a wholly-owned subsidiary of the Company (the “Purchaser”) and (ii) Purchaser shall form a company in the Cayman Islands as an exempted company and a wholly-owned subsidiary of the Purchaser (the “Merger Sub”) for the purposes of consummating the business combination transactions described in the Merger Agreement. On August 14, 2025, UYSC caused Isdera Inc to be incorporated as the “Purchaser” under the Merger Agreement and on August 21, 2025, Purchaser formed Isdera Technology Limited as the “Merger Sub” under the Merger Agreement. Thereafter, on September 22, 2026, UYSC, Purchaser, Merger Sub, Isdera Group, the Principal Shareholders and the Principal Shareholders’ Representative entered into a joinder agreement to the Merger Agreement (the “Joinder Agreement”), which resulted in each of Isdera Inc and Isdera Technology Limited becoming parties to the Merger Agreement. Following the execution of the Joinder Agreement, on the same date, such parties entered into the First Amendment to the Merger Agreement (the “First Amendment”).
As previously reported by the Company, effective as of June 30, 2026, Isdera HK Limited (“Isdera HK”), an affiliate of Isdera Group 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 (the “Trust Account”) pursuant to the Company’s Second Amended and Restated Memorandum and Articles of Association, as amended, and the Investment Management Trust Agreement, as amended, governing the Trust Account in order to extend the time that the Company has to consummate an initial business combination for the second three-month extension period to October 1, 2026 (the “July Extension Loan”). Further, and as previously reported by the Company, effective as of September 30, 2026, Isdera HK loaned the Company an additional amount of $450,000, which was deposited into the Trust Account in order to extend the time that the Company has to consummate an initial business combination for the third three-month extension period to January 1, 2027 (the “October Extension Loan”). In connection with the foregoing loans from Isdera HK, on October 22, 2026, the Company issued an unsecured promissory note in the principal amount of $900,000 to Isdera HK to evidence the July Extension Loan and October Extension Loan (the “Isdera HK Note”).
Additionally, on October 22, 2026, the Company issued a promissory note to Xinghui Automotive Technology in the principal amount of up to $200,000 (the “Xinghui Note” and, together with the Isdera HK Note, the “Promissory Notes”), pursuant to which the Company may borrow funds in one or more installments, up to an aggregate principal amount of $200,000, to finance transaction costs reasonably related to the Company’s proposed business combination. As of the date of issuance, the principal amount outstanding under the Xinghui Note was $135,154.
The Promissory Notes are both unsecured, bear no interest and shall become due and payable on the date on which the Company consummates the business combination transaction contemplated by the Merger Agreement. Upon maturity, the outstanding principal balances of both Promissory Notes may 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. However, pursuant to each of their respective terms, if the holder of the Isdera HK Note or the Xinghui Note is or would become a subsidiary of Purchaser upon the closing of the Company’s initial business combination, the right of such holder to convert the outstanding principal amount of such Promissory Note shall terminate, and the outstanding principal amount thereof shall be settled or discharged at closing through (i) cash repayment or (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the holder and UYSC.
The disclosures set forth in this Item 2.03 regarding the Promissory Notes are intended to be summaries only and are qualified in their entirety by reference to the Promissory Notes. The issuances of the Promissory Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Copies of the Promissory Notes are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
IMPORTANT NOTICES
Additional Information and Where to Find It
In connection with the transaction described herein, Purchaser and Isdera Group will file relevant materials with the SEC, including a registration statement on Form F-4 or Form S-4 (as may be amended from time to time) that will include a proxy statement and a registration statement/preliminary prospectus (the “Registration Statement”) pertaining to such transaction. Promptly after the Registration Statement is declared effective, the proxy statement/prospectus will be sent to all shareholders of UYSC that are entitled to vote at the special meeting relating to the transaction as of a record date to be established for voting at the special meeting. Before making any voting decision, the shareholders of UYSC are urged to read the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the transaction as they become available because they will contain important information about the transaction and the parties to the transaction. Shareholders will also be able to obtain a copy of the Registration Statement and proxy statement/prospectus without charge from UYSC. The Registration Statement and proxy statement/prospectus, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to UYSC at 39 E. Broadway, Suite 603, New York, New York 10002.
INVESTORS AND SECURITY HOLDERS OF UYSC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT UYSC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UYSC, ISDERA GROUP LIMITED, AND THE TRANSACTION.
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Participants in Solicitation
Isdera Group, UYSC, Purchaser, Merger Sub, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of UYSC’s ordinary shares in respect of the proposed transaction. Information about UYSC’s directors and executive officers and their ownership of UYSC’s ordinary shares is currently set forth in UYSC’s prospectus related to its initial public offering dated March 31, 2025, as modified or supplemented by its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 and any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in a registration statement on Form F-4 or S-4 (as may be amended from time to time) that will include a proxy statement and a registration statement/preliminary prospectus pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among UYSC, Purchaser, Merger Sub, and Isdera Group, and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including UYSC’s and Isdera Group’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. Most of these factors are outside the control of UYSC or Isdera Group and are difficult to predict. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against UYSC or Isdera Group following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of UYSC or other conditions to closing in the Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from PRC regulators) required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq following the business combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (8) the ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that Isdera Group or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties to be identified in the Registration Statement filed by Purchaser and Isdera Group (when available) relating to the business combination, including those under “Risk Factors” therein, and in other filings with the SEC made by UYSC and Isdera Group. UYSC and Isdera Group caution that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, UYSC and Isdera Group caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither UYSC nor Isdera Group undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated October 22, 2026, in favor of Isdera HK Limited | |
| 10.2 | Promissory Note, dated October 22, 2026, in favor of Xinghui Automotive Technology (Hainan) Co., Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 23, 2026 | By: | /s/ Jiawen Zhao |
| Name: | Jiawen Zhao | |
| Title: | Interim Chief Financial Officer | |
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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 Amount: $900,000 | Dated as of October 22, 2026 |
| New York, 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 Isdera HK Limited or its registered assigns or successors in interest (the “Payee”), the principal sum of Nine Hundred Thousand Dollars ($900,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker and Payee 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, as set forth above, shall be payable by the Maker on the date on which Maker consummates a business combination (the “Maturity Date”). The principal balance may be prepaid at any time. 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.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Acknowledgement of Loans. Maker and Payee acknowledge that at the direction of Maker, (i) as of June 30, 2026, the amount of $450,000 was deposited by Payee into the trust account established in connection with the Maker’s initial public offering on behalf of the Maker (the “Trust Account”) and (ii) as of September 30, 2026, an additional amount of $450,000 was deposited by Payee into the Trust Account on behalf of the Maker. The amounts so deposited constitute loans to the Maker and the outstanding principal balance of this Note.
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 date specified above.
(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 that certain trust account established in connection with the Maker’s initial public offering, which holds the proceeds of the Maker’s initial public offering pending the consummation of the Maker’s initial business combination (the “Business Combination”), as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the Maker’s initial public offering, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against such 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.
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15. Conversion
(a) Subject to the provisions of Section 15(e) of this Note, at Payee’s option, prior to payment in full of the principal balance of this Note at the Maturity Date or following an Event of Default, Payee may elect to convert up to the Maximum Conversion Amount (as defined below) of the unpaid principal balance of this Note into that number of units, each unit consisting of one share of the Maker and one right, each whole right exercisable for one-fifth (1/5) share of the Maker (the “Conversion Units”), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) ten dollars ($10.00), rounded up to the nearest whole number of units. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker’s initial public offering (“IPO”). The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights agreement entered in connection with the Maker’s IPO.
(b) The Maximum Conversion Amount equals to $900,000.00.
(c) Upon any complete or partial 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, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (the Payee or such other persons, the “Holders”) 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.
(d) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. 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.
(e) Subsidiary Settlement; No Conversion into PubCo Shares. Notwithstanding anything to the contrary in this Note, if, upon or immediately following the closing of the business combination transaction contemplated by the Merger Agreement (as defined below) (the “Closing”), the Holder is, or becomes, a direct or indirect subsidiary of Isdera Inc (“PubCo”), such Holder shall have no right to convert this Note into Conversion Units. Notwithstanding the foregoing, in accordance with Section 14, the Holder may assign this Note to an entity that is not (and will not be as of the Closing) a direct or indirect subsidiary of PubCo, and such assignee may exercise the conversion right in accordance with the terms of this Note. If no such assignment and conversion occurs upon the Closing, the outstanding principal amount of this Note shall be settled or discharged at Closing through (i) cash repayment, (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the Payee and Maker. No Conversion Units, or shares or rights of PubCo shall be issued to any Holder that is a direct or indirect subsidiary of PubCo pursuant to this Note. The relevant parties to the Merger Agreement shall, and the Payee and Maker shall use their best efforts to cause such relevant parties to, execute such further documents and take such further actions as are reasonably necessary to give effect to the applicable settlement mechanism contemplated by this Section 15(e) and to discharge the obligations of the Payee and Maker hereunder.
As used herein, the term “Merger Agreement” means that certain Agreement and Plan of Merger dated July 18, 2025, by and among the Maker, Isdera Group Limited, a Cayman Islands company, Xinghui Automotive Technology (Hainan) Co., Ltd, (“Xinghui Automotive Technology”), Xinghui Automotive Technology’s principal shareholders (the “Principal Shareholders”), a representative of such principal shareholders (the “Principal Shareholders’ Representative”), Isdera Inc, and Isdera Technology Limited, as amended to date.
[Signature page follows]
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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 SCUTI ACQUISITION CORP. | |||
| By: | /s/ Jiawen Zhao | ||
| Name: | Jiawen Zhao | ||
| Title: | Interim Chief Financial Officer | ||
Accepted and Agreed:
ISDERA HK LIMITED
| By: | /s/ Wenfang Song | |
| Name: | Wenfang Song | |
| Title: | Authorized Signatory |
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Exhibit 10.2
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
| Maximum Principal Amount: $200,000 | Dated as of October 22, 2026 |
| New York, 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 Xinghui Automotive Technology (Hainan) Co., Ltd., or its registered assigns or successors in interest (the “Payee”), the outstanding principal amount advanced under this Note, up to an aggregate principal amount of Two Hundred Thousand Dollars ($200,000), in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker and the Payee 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 outstanding principal balance of this Note shall be payable by the Maker on the date on which Maker consummates a business combination (the “Maturity Date”). The outstanding principal balance may be prepaid at any time. 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.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. Maker and Payee agree that Maker may request up to Two Hundred Thousand Dollars ($200,000) for costs reasonably related to Maker’s transaction costs in connection with its proposed business combination. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) December 31, 2027, or (ii) the date on which Maker consummates a business combination, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum aggregate amount available for drawdown under this Note is Two Hundred Thousand Dollars ($200,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. It is acknowledged that the Maker may have received amounts in respect of drawdowns under this Note prior to the date hereof, and it is agreed that all such sums were received as drawdowns of principal hereunder in anticipation of the execution of this Note.
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 date specified above.
(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 that certain trust account established in connection with the Maker’s initial public offering, which holds the proceeds of the Maker’s initial public offering pending the consummation of the Maker’s initial business combination (the “Business Combination”), as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the Maker’s initial public offering, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against such 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.
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15. Conversion
(a) Subject to the provisions of Section 15(e) of this Note, at Payee’s option, prior to payment in full of the principal balance of this Note at the Maturity Date or following an Event of Default, Payee may elect to convert up to the Maximum Conversion Amount (as defined below) of the unpaid principal balance of this Note into that number of units, each unit consisting of one share of the Maker and one right, each whole right exercisable for one-fifth (1/5) share of the Maker (the “Conversion Units”), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) ten dollars ($10.00), rounded up to the nearest whole number of units. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker’s initial public offering (“IPO”). The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights agreement entered in connection with the Maker’s IPO.
(b) The Maximum Conversion Amount equals to $200,000.00.
(c) Upon any complete or partial 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, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the “Holders”) 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.
(d) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. 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.
(e) Subsidiary Settlement; No Conversion into PubCo Shares. Notwithstanding anything to the contrary in this Note, if, upon or immediately following the closing of the business combination transaction contemplated by the Merger Agreement (as defined below) (the “Closing”), the Holder is, or becomes, a direct or indirect subsidiary of Isdera Inc (“PubCo”), such Holder shall have no right to convert this Note into Conversion Units. Notwithstanding the foregoing, in accordance with Section 14, the Holder may assign this Note to an entity that is not (and will not be as of the Closing) a direct or indirect subsidiary of PubCo, and such assignee may exercise the conversion right in accordance with the terms of this Note. If no such assignment and conversion occurs upon the Closing, the outstanding principal amount of this Note shall be settled or discharged at Closing through (i) cash repayment, (ii) a legally effective intercompany set-off, or (iii) another intercompany settlement mechanism, as determined by the Payee and Maker. No Conversion Units, or shares or rights of PubCo shall be issued to any Holder that is a direct or indirect subsidiary of PubCo pursuant to this Note. The relevant parties to the Merger Agreement shall, and the Payee and Maker shall use their best efforts to cause such relevant parties to, execute such further documents and take such further actions as are reasonably necessary to give effect to the applicable settlement mechanism contemplated by this Section 15(e) and to discharge the obligations of the Payee and Maker hereunder.
As used herein, the term “Merger Agreement” means that certain Agreement and Plan of Merger dated July 18, 2025, by and among the Maker, Isdera Group Limited, a Cayman Islands company, the Payee, Payee’s principal shareholders (the “Principal Shareholders”), a representative of such principal shareholders (the “Principal Shareholders’ Representative”), Isdera Inc, and Isdera Technology Limited, as amended to date.
[Signature page follows]
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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 SCUTI ACQUISITION CORP. | |||
| By: | /s/ Jiawen Zhao | ||
| Name: | Jiawen Zhao | ||
| Title: | Interim Chief Financial Officer | ||
Accepted and Agreed:
XINGHUI AUTOMOTIVE TECHNOLOGY (HAINAN) CO., LTD.
| By: | /s/ Wenfang Song | |
| Name: | Wenfang Song | |
| Title: | Authorized Signatory |
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