UY SCUTI Acquisition Corp. issues two unsecured promissory notes
UY SCUTI Acquisition Corp. issued two unsecured promissory notes on October 22, 2026, to finance extension periods and transaction costs for its proposed business combination. The notes, issued to Isdera HK Limited and Xinghui Automotive Technology (Hainan) Co., Ltd, bear no interest and become due upon the closing of the merger.
UY SCUTI Acquisition Corp. issued two unsecured promissory notes on October 22, 2026, to finance extension periods and transaction costs for its proposed business combination. The notes, issued to Isdera HK Limited and Xinghui Automotive Technology (Hainan) Co., Ltd, bear no interest and become due upon the closing of the merger.
The $900,000 Isdera HK Note evidences two prior extension loans deposited into the company's trust account. Isdera HK, an affiliate of Isdera Group Limited and a designee of the sponsor UY Scuti Investments Limited, loaned $450,000 effective June 30, 2026, to extend the business combination deadline to October 1, 2026. A second $450,000 loan became effective September 30, 2026, extending the deadline to January 1, 2027. The principal amount of the note is convertible into company units at $10.00 per unit, with each unit comprising one ordinary share and one right to receive one-fifth of an ordinary share.
The second note, the $200,000 Xinghui Note, allows the company to borrow funds in installments to cover transaction costs related to the merger. As of October 22, 2026, the outstanding principal under this note was $135,154. It carries the same conversion terms as the Isdera HK Note.
The conversion rights for both notes terminate if the holder becomes a subsidiary of the Purchaser entity upon the closing of the initial business combination. In that scenario, the outstanding principal is settled or discharged at closing through cash repayment, a legally effective intercompany set-off, or another intercompany settlement mechanism determined by the holder and UY SCUTI Acquisition Corp.
These issuances follow the entry into a Joinder Agreement and First Amendment to the Merger Agreement on September 22, 2026. The original Merger Agreement was signed on July 18, 2025, with Isdera Group Limited, which is set to become the parent company of Xinghui Automotive Technology. The agreement involves UY SCUTI Acquisition Corp., its Cayman Islands subsidiaries Isdera Inc and Isdera Technology Limited, and Xinghui Automotive Technology's principal shareholders.
UY SCUTI Acquisition Corp., incorporated in the Cayman Islands and listed on The Nasdaq Stock Market LLC under the ticker UYSC, is an emerging growth company. The company's principal executive offices are located at 39 E. Broadway, Suite 603, New York, New York. The promissory notes are unsecured and will mature when the business combination transaction is consummated.