PRE 14A 1 uysacpre14a021426.htm FORM PRE14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant		☐

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

UY SCUTI ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

UY SCUTI ACQUISITION CORP.

39 E. Broadway, Suite 603

New York, 10002

[●]

Dear Shareholders:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of UY Scuti Acquisition Corp. (“UY Scuti,” “UYSC,” the “Company,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held [●] at 10:00 a.m. Eastern Time, on [●], at the offices of Becker and Poliakoff, P.A., 45 Broadway, 17th Floor, New York, NY, 10006, or at such other time, on such other date and at such other place at which the meeting may be adjourned. The accompanying proxy statement (the “Proxy Statement”) is dated [●] and is first being mailed to shareholders of the Company on or about that date.

The attached Notice of the Extraordinary General Meeting and proxy statement describe the business UYSC will conduct at the Extraordinary General Meeting and provide information about UYSC that you should consider when you vote your shares. As more fully described in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

Proposal No. 1 — Charter Amendment Proposal — To approve, by way of a special resolution that, Article 50.7 of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Charter”), which currently provides that the Company has until April 1, 2026 (the “Termination Date”) to complete a business combination, and may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for a total of up to six months to October 1, 2026, be amended and restated in its entirety in the form attached as Annex A hereto, which provides for the extension of the date by which the Company must complete a business combination up to four times from April 1, 2026 to April 1, 2027, with each extension comprised of a three-month extension period, for a total of up to twelve (12) months from the original Termination Date (the “Extended Termination Date”) (such proposal, the “Charter Amendment Proposal”) (such amendment to the Charter as set forth in Annex A is herein referred to as the “Charter Amendment”);

Proposal No. 2 — Trust Amendment Proposal — To approve, by at least fifty percent (50%) of the outstanding Ordinary Shares, an amendment to the Investment Management Trust Agreement, dated March 31, 2025 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (‘Continental”), a New York limited purpose trust company, as trustee, to permit the Company to extend the period of time to consummate a business combination from two times, each by an additional three-month period to October 1, 2026, provided that the Company’s insiders deposit $575,000 into the Trust Account for each three-month extension, to a total of four times, each by an additional three-month period (each an “Extension Period”), or twenty-four (24) months from the consummation of the Company’s initial public offering, provided that the Sponsor and/or its designees deposit the lesser of (i) $180,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share into the trust account established under the Trust Agreement for each Extension Period (the “Extension Fee”), as applicable (the “Trust Amendment Proposal”) (such amendment to the Trust Amendment as set forth in Annex B is herein referred to as the “Trust Amendment”); and

Proposal No. 3 — Adjournment Proposal — To approve by way of an ordinary resolution to adjourn, the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal”).

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. Each of the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company to have more time and flexibility to complete its initial business combination. As previously reported, 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”), a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, a company in the business of designing automobiles in the People’s Republic of China (“Xinghui Automotive Technology”), and Xinghui Automotive Technology’s principal shareholders for a business combination.

The Company’s IPO prospectus (the “IPO Prospectus”) dated March 31, 2025 and the Charter currently provide that, the Company has until April 1, 2026 to consummate its initial business combination, provided however that if the Board anticipates that the Company may not be able to consummate its initial business combination before April 1, 2026, the Company may, by resolution of directors if requested by the sponsor of the Company, UY Scuti Investments Limited (the “Sponsor”), extend the period of time to consummate its initial business combination up to two times, each by an additional three months (for a total of up to six months to October 1, 2026), subject to the Sponsor depositing additional funds into the Trust Account in accordance with terms as set out in the Trust Agreement. The Trust Agreement currently provides that the Company’s insiders deposit $575,000 into the Trust Account for each three-month extension. In the event that the Company does not consummate its initial business combination before April 1, 2026 or October 1, 2026 (such period of time may be referred to herein as the “Original Combination Period”) (subject in the latter case to valid three-month extensions having been made in each case), such failure shall trigger an automatic redemption of the public shares (an “Automatic Redemption Event”) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of making such redemption as stated in clause (ii) and any subsequent winding up of the Company’s affairs; (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter to redeem the public shares to the holders of public shares, on a pro rata basis, in cash at a per-share amount equal to the applicable per-share redemption price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of our remaining Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Cayman Companies Act to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of public shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their public shares. Further, the IPO Prospectus and the Charter provide that the Company may amend the Charter, including an amendment to change the period of time within which the Company must complete its business combination by special resolution, provided that the holders of the public shares are provided with the opportunity to redeem their public shares upon the approval of any such amendment.

The Board currently believes that there will not be sufficient time before April 1, 2026 for the Company to complete its initial business combination. Given the costs of the Company to extend up to October 1, 2026 and the time that the Company may need to complete its initial business combination, the Board has determined that it is in the best interests of the Company’s shareholders to approve the Charter Amendment Proposal and the Trust Amendment Proposal, to extend the Original Combination Period and reduce the amount of the Extension Fee in order to allow the Company to have more time and flexibility to complete a business combination. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved and implemented, the Company will have until April 1, 2027 (the “Extended Combination Period”) to consummate its initial business combination, subject to the Sponsor or its affiliates or designees depositing into the Trust Account for each such Extension Period, an amount equal to the lesser of (i) $180,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share. However, our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our business combination.

Notwithstanding the foregoing, if the Charter Amendment Proposal and Trust Amendment Proposal are not approved and implemented and (i) the Sponsor and the Board decide not to seek a three-month extension pursuant to the current Charter, or (ii) a business combination is not completed during the Original Combination Period, UYSC will: (x) cease all operations except for the purpose of making such redemption as stated in clause (y) and any subsequent winding up of the Company’s affairs, (y) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (z) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, dissolve and liquidate, subject in each case to the Company obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

For further details about the reasons for the Charter Amendment Proposal and the Trust Amendment Proposal, see the sections titled “Proposal No. 1 — The Charter Amendment Proposal — Reasons for the Charter Amendment Proposal” and “Proposal No. 2 — The Trust Amendment Proposal — Reasons for the Trust Amendment Proposal,” respectively, of this proxy statement.

UYSC reserves the right to move to adjourn the Extraordinary General Meeting in the event that the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal. In that event, at the Extraordinary General Meeting, UYSC will ask its shareholders to vote only upon the Adjournment Proposal and not upon the Charter Amendment Proposal or the Trust Amendment Proposal. Further, UYSC may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Charter or the Trust Agreement and may liquidate on April 1, 2026 (or October 1, 2026, if extended).

The Board has fixed the close of business on [●] (the “Record Date”) as the record date for determining UYSC’s shareholders entitled to receive notice of, and vote at, the Extraordinary General Meeting and any adjournment thereof. Only holders of record of ordinary shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof.

You are not being asked to vote on any proposed business combination at this time. If the Charter Amendment Proposal is approved and you do not elect to have your public shares redeemed now, you will retain the right to vote on any proposed business combination when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a proposed business combination is approved and completed or if the Company has not consummated a business combination by the Extended Termination Date.

As contemplated by the Charter, in the event that any amendment is made to the Charter to, among other things, modify the substance or timing of the Company’s obligation to allow redemptions in connection with a business combination, the holders of Public Shares (the “Public Shareholders”) may elect (the “Election”) to redeem their Public Shares upon the approval of any such amendment to the Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares (the “Redemption”). Public shareholders may elect to redeem all or a portion of their public shares in connection with Extraordinary General Meeting regardless of whether they vote for or against, or abstain from voting on the Charter Amendment Proposal. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the Record Date. However, the Company will not proceed with the Charter Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. In the event that the redemption of public shares would cause the net tangible assets to be less than $5,000,001, and the Charter Amendment is abandoned, the Company will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such Trust Account to the public shareholders unless it consummates an initial business combination within the time period provided the Company’s current Charter.

The Company believes that such redemption rights protect the Company’s public shareholders from having to sustain their investments for an unreasonably long period if we fail to find a suitable acquisition within the Original Combination Period. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST,” or abstain from voting on, the Charter Amendment Proposal and the Trust Amendment Proposal at the Extraordinary General Meeting, if the Charter Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination when it is submitted to the shareholders, subject to any limitations set forth in the Charter and the limitations contained in related agreements. Each redemption of shares by our public shareholders in connection with the Charter Amendment will decrease the amount in our Trust Account.

PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO VOTE OR AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE CHARTER AMENDMENT PROPOSAL IN ORDER TO REDEEM THEIR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT. THIS MEANS THAT PUBLIC SHAREHOLDERS WHO HOLD PUBLIC SHARES ON OR BEFORE TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING MAY ELECT TO REDEEM THEIR SHARES WHETHER OR NOT THEY ARE HOLDERS OF THE RECORD DATE, AND WHETHER THEY VOTE FOR OR AGAINST, OR ABSTAIN FROM VOTING ON, THE CHARTER AMENDMENT PROPOSAL. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

We estimate, based on the value of Trust Account as of the Record Date, that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $[●] per share, subject to the actual value of the Trust Account at the time of the redemption, including interest earned on the funds held in the Trust Account and not previously released to UYSC (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the total number of then outstanding public shares. The closing price of the public shares, par value $0.0001 per share, of the Company (the “Public Shares”) on the Nasdaq Capital Market (“Nasdaq”) on the Record Date was $[●]. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $[●] [more/less] per share than if the shares were sold in the open market (based on the estimated per share redemption price as of the Record Date). UYSC cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.

In their consideration of the Charter Amendment Proposal and Trust Amendment Proposal, the Company’s shareholders should be aware that if the Charter Amendment Proposal and Trust Amendment Proposal are approved (and not abandoned), the Company will incur additional expenses in seeking to complete an initial business combination, in addition to the payment of extension fees.

The Trust Amendment Proposal requires the affirmative vote of at least fifty percent (50%) of the then outstanding Ordinary Shares pursuant to the Trust Agreement.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal at the Extraordinary General Meeting.

After careful consideration of all relevant factors, the Board believes that the Charter Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal will allow the Company to have more time and flexibility to complete the initial business combination and are in the best interests of the Company and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.

UYSC’s Sponsor, directors and officers have interests in the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly of Founder Shares and units consisting of Ordinary Shares and rights sold to the Sponsor in a private placement that may become exercisable in the future. See the section entitled “Extraordinary General Meeting of UYSC — Interests of the Initial Shareholders” in the accompanying Proxy Statement.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Extraordinary General Meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote during the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting.

The presence, in person or by proxy, at the Extraordinary General Meeting of the holders of a majority of the Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, if you fail to return your proxy card and do not vote in person or by proxy at the Extraordinary General Meeting, your shares will not be counted for the purposes of determining whether a quorum is present at the Extraordinary General Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE AMENDMENT REDEMPTION, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON [●], 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND （3）TENDER YOUR PUBLIC SHARES TO UYSC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE SUCH REDEMPTION RIGHTS. IF THE CHARTER AMENDMENT PROPOSAL IS NOT APPROVED OR IMPLEMENTED, THEN THESE SHARES SHALL NOT BE REDEEMED AND SHALL BE RETURNED TO YOU OR YOUR ACCOUNT.

Enclosed is the Notice of Extraordinary General Meeting and accompanying proxy statement containing detailed information about the Extraordinary General Meeting, the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, UYSC urges you to read this material carefully and vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on [●]: This notice of meeting and the accompanying Proxy Statement are being made available on or about [●], at https://www.sec.gov.

By Order of the Board of Directors of
UY SCUTI ACQUISITION CORP.


/s/ Jialuan Ma
Jialuan Ma Chief Executive Officer

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U. S. STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT OR PASSED UPON THEIR MERITS OR FAIRNESS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

UY SCUTI ACQUISITION CORP.

39 E Broadway, Suite 603
New York, NY 10002
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF UY SCUTI ACQUISITION CORP.

TO BE HELD ON [●]

To the Shareholders of UY SCUTI ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of UY Scuti Acquisition Corp. (“UY Scuti,” “UYSC,” the “Company,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held at 10:00 a.m. Eastern Time, on [●], at the offices of Becker and Poliakoff, P.A., at 45 Broadway, 17th Floor, New York, NY, 10006, or at such other time, on such other date and at such other place at which the meeting may be adjourned. The accompanying proxy statement (the “Proxy Statement”) is dated [●] and is first being mailed to shareholders of the Company on or about that date.

You are cordially invited to attend the Extraordinary General Meeting that will be held for the purpose of considering and voting on the following proposals:

Proposal No. 1 — Charter Amendment Proposal — To approve, by way of a special resolution that, Article 50.7 of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Charter”), which currently provides that the Company has until April 1, 2026 to complete a business combination, and may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for a total of up to six months to October 1, 2026, be amended and restated in its entirety in the form attached as Annex A hereto, which provides for the extension of the date by which the Company must complete a business combination up to four times from April 1, 2026 to April 1, 2027, with each extension comprised of a three-month extension period, for a total of up to twelve (12) months from the original Termination Date (the “Extended Termination Date”) (the “Extended Termination Date”) (such proposal, the “Charter Amendment Proposal”) (such amendment to the Charter as set forth in Annex A is herein referred to as the “Charter Amendment”);

Proposal No. 2 — Trust Amendment Proposal — To approve, by at least fifty percent (50%) of the outstanding Ordinary Shares, an amendment to the Investment Management Trust Agreement, dated March 31, 2025 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), a New York limited purpose trust company, as trustee, to permit the Company to extend the period of time to consummate a business combination from two times, each by an additional three-month period to October 1, 2026, provided that the Company’s insiders deposit $575,000 into the Trust Account for each three-month extension to a total of four times, each by an additional three-month period (each an “Extension Period”), or twenty-four (24) months from the consummation of the Company’s initial public offering, provided that the Sponsor and/or its designees deposit the lesser of (i) $180,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share into the trust account established under the Trust Agreement for each Extension Period (the “Extension Fee”), as applicable (the “Trust Amendment Proposal”) (such amendment to the Trust Amendment as set forth in Annex B is herein referred to as the “Trust Amendment”); and

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company to have more time and flexibility to complete its initial business combination. 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”), a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, a company in the business of designing automobiles in the People’s Republic of China (“Xinghui Automotive Technology”), and Xinghui Automotive Technology’s principal shareholders for a business combination.

The Company’s IPO prospectus (the “IPO Prospectus”) dated March 31, 2025 and the Charter currently provides that, the Company has until April 1, 2026 to consummate its initial business combination, provided however that if the Board anticipates that the Company may not be able to consummate its initial business combination before April 1, 2026, the Company may, by resolution of directors if requested by the sponsor of the Company, UY Scuti Investments Limited (the “Sponsor”), extend the period of time to consummate its initial business combination up to two times, each by an additional three months (for a total of up to six months to October 1, 2026), subject to the Sponsor depositing additional funds into the Trust Account in accordance with terms as set out in the Trust Agreement. The Trust Agreement currently provides that the Company’s insiders deposit $575,000 into the Trust Account for each three-month extension. In the event that the Company does not consummate its initial business combination before April 1, 2026 or October 1, 2026 (subject in the latter case to valid three three-month extensions having been made in each case), such failure shall trigger an automatic redemption of the public shares (an “Automatic Redemption Event”) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of making such redemption as stated in clause (ii) and any subsequent winding up of the Company’s affairs; (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter to redeem the public shares to the holders of public shares, on a pro rata basis, in cash at a per-share amount equal to the applicable per-share redemption price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of our remaining Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Cayman Companies Act to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of public shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their public shares. Further, the IPO Prospectus and the Charter provide that the Company may amend the Charter, including an amendment to change the period of time within which the Company must complete its business combination by special resolution, provided that the holders of the public shares are provided with the opportunity to redeem their public shares upon the approval of any such amendment.

The Board currently believes that there will not be sufficient time before April 1, 2026 for the Company to complete its initial business combination. Given the costs of the Company to extend up to October 1, 2026 and the time that the Company may need to complete its initial business combination, the Board has determined that it is in the best interests of the Company’s shareholders to approve the Charter Amendment Proposal and the Trust Amendment Proposal, to extend the Original Combination Period and reduce the amount of the Extension Fee in order to allow the Company to have more time and flexibility to complete a business combination. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved and implemented, the Company will have until April 1, 2027 to consummate its initial business combination, subject to the Sponsor or its affiliates or designees depositing into the Trust Account for each such Extension Period, an amount equal to the lesser of (i) $180,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share. Given UYSC’s commitment of time, effort and financial resources to date with respect to identifying a business combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective business combination. However, even if the Charter Amendment Proposal and Trust Amendment Proposal are approved and implemented, there is no assurance that UYSC will be able to consummate a business combination within the Extended Combination Period, given the actions that must occur prior to closing of a business combination. Further, our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our business combination.

Notwithstanding the foregoing, if the Charter Amendment Proposal is not approved or implemented and (i) the Sponsor and the Board decide not to seek a three-month extension pursuant to the current Charter, or (ii) a business combination is not completed during the Original Combination Period, UYSC will: (x) cease all operations except for the purpose of making such redemption as stated in clause (y) and any subsequent winding up of the Company’s affairs, (y) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (z) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, dissolve and liquidate, subject in each case to the Company obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

UYSC reserves the right to move to adjourn the Extraordinary General Meeting in the event that the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal. In that event, at the Extraordinary General Meeting, UYSC will ask its shareholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal or the Trust Amendment Proposal. Further, UYSC may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Charter or the Trust Agreement and may liquidate on April 1, 2026 (or October 1, 2026, if extended).

You are not being asked to vote on any proposed business combination at this time. If the Charter Amendment Proposal is approved and you do not elect to have your public shares redeemed now, you will retain the right to vote on any proposed business combination when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Termination Date.

As contemplated by the Charter, in the event that any amendment is made to the Charter to, among other things, modify the substance or timing of the Company’s obligation to allow redemptions in connection with a business combination, the holders of Public Shares (the “Public Shareholders”) may elect (the “Election”) to redeem their Public Shares upon the approval of any such amendment to the Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares (the “Redemption”). Public shareholders may elect to redeem all or a portion of their public shares in connection with Extraordinary General Meeting regardless of whether they vote for or against, or abstain from voting on, the Charter Amendment Proposal. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the Record Date. However, the Company will not proceed with the Charter Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. In the event that the redemption of public shares causes the net tangible assets to be less than $5,000,001 and the Charter Amendment is abandoned, the Company will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such Trust Account to the public shareholders unless it consummates an initial business combination within the time period provided the Company’s current Charter.

Notwithstanding the foregoing, pursuant to our Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

On the Record Date (defined below), the redemption price per Public Share was approximately $[●] (which is expected to be the same approximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[●] as of the Record Date (including interest not previously released to UYSC to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on the Nasdaq Capital Market (“Nasdaq”) on the Record Date was $[●]. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[●] [more/less] per share than if the Public Shares were sold in the open market. UYSC cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. UYSC believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if UYSC does not complete a Business Combination on or before the date contemplated by its current Charter.

The Trust Amendment Proposal requires the affirmative vote of at least fifty percent (50%) of the then outstanding Ordinary Shares pursuant to the Trust Agreement.

Record holders of Ordinary Shares at the close of business on the Record Date are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were [●] issued and outstanding Ordinary Shares. Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of shares registered in each shareholder’s name which are voted, with each Ordinary Share carrying one vote.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, UYSC urges you to read this material carefully and vote your shares.

This notice of meeting and the accompanying Proxy Statement are being made available on or about [●], at https://www.sec.gov and are being mailed to shareholders on or about that date.

By Order of the Board of Directors of
UY SCUTI ACQUISITION CORP.

/s/ Jialuan Ma
Jialuan Ma Chief Executive Officer

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING		2
BUSINESS OF UYSC AND CERTAIN INFORMATION ABOUT UYSC		15
PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL		22
PROPOSAL NO. 2 — THE TRUST AMENDMENT PROPOSAL		26
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		28
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR REDEEMING SHAREHOLDERS		29
BENEFICIAL OWNERSHIP OF SECURITIES		36
HOUSEHOLDING INFORMATION		37
WHERE YOU CAN FIND MORE INFORMATION		37

Name and Address of Beneficial Owners⁽¹⁾	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary Shares
UY Scuti Investments Limited⁽²⁾⁽³⁾		1,448,348		18.91	%
Jialuan Ma		50,000		*
Sze Wai Lee⁾		40,000-		*
Daniel John Paul Peart		35,000		*
Shaokang Lu		35,000		*
Jiawen Zhao		35,000		*
Yan Liang		35,000		*
All directors and officers as a group (six individuals)		1,678,348		21.91	%
Hudson Bay Capital Management LP⁽⁴⁾		450,000		5.88	%
Feis Equities LLC / Lawrence M. Feis ⁽⁵⁾		559,331		7.3	%
Mizuho Financial Group, Inc. ⁽⁶⁾		602,136		7.9	%
Wolverine Asset Management, LLC ⁽⁷⁾		502,944		6.57	%
Lighthouse Investment Partners, LLC ⁽⁸⁾		290,908		5.06	%

(1)	Unless otherwise indicated, the business address of each of the individuals is 39 E Broadway, Ste 603, New York, NY 10002.

(2)	Represents shares held by our sponsor. Our sponsor is controlled by Qunxue Yin. UY Scuti Investments Limited possess the sole voting power and sole dispositive power with respect to the 1,448,348 ordinary shares held by UY Scuti Investments Limited. Information is based solely on a report on Schedule 13D filed by UY Scuti Investments Limited on August 21, 2025. The principal business office of UY Scuti Investments Limited is 39 East Broadway, Suite 603, New York, New York, 10002.

(3)	Includes the 240,848 private placement units purchased by our sponsor simultaneously with the consummation of the initial public offering.

(4)	Represents shares directly beneficially owned by Hudson Bay Capital Management LP (“Hudson”). Hudson possess the sole voting power and sole dispositive power with respect to the 450,000 ordinary shares held by Hudson. Information is based solely on a report on Schedule 13G filed by Hudson filed on August 8, 2025. The principal business office of Hudson is located at 290 Harbor Dr., Stamford, CT 06902.

(5)	Represents shares directly beneficially owned by Feis Equities LLC (“Feis”) and Lawrence M. Feis (“Lawrence”). Feis and Lawrence possess the sole voting power and sole dispositive power with respect to the 559,331 ordinary shares held by Feis and Lawrence. Information is based solely on a report on Schedule 13G/A filed by Feis and Lawrence on February 3, 2026. The principal business office of Feis and Lawrence is located at 1740 Waukegan Road, Suite 206, Glenview, Illinois 60025.

(6)	Represent shares directly beneficially owned by Mizuho Financial Group, Inc. (“Mizuho”). Mizuho possess the sole voting power and sole dispositive power with respect to the 602,136 ordinary shares held by Mizuho. Information is based solely on a report on Schedule 13G/A filed on November 13, 2025. The business address of Mizuho is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

(7)	Represents shares beneficially owned by Wolverine Asset Management LLC (“WAM”); WAM has voting and dispositive power over 502,944 ordinary shares of the Company. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Holdings in their roles as Managers of Wolverine Holdings. Each of Wolverine Holdings, Mr. Bellick, and Mr. Gust have voting and dispositive power over 502,944 ordinary shares of the Company. Information is based solely on a report on Schedule 13G/A filed on February 3, 2026. The address for each of WAM and Wolverine Holdings is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

(8)	Represent shares directly beneficially owned by Lighthouse Investment Partners, LLC (“Lighthouse”). Lighthouse possess the sole voting power and sole dispositive power with respect to the 290,908 ordinary shares held by Lighthouse. Information is based solely on a report on Schedule 13G filed on August 14, 2025. The business address of Lighthouse is 3801 PGA Boulevard, Suite 604, Palm Beach Gardens, FL 33410.

Continental Stock Transfer & Trust Company, as Trustee

By:	/s/
Name:
Title:

UY Scuti Acquisition Corp.

By:	/s/
Name:
Title:

Signature of Shareholder:		______________________________
Date:		______________________________

Name shares held in (Please print):		Account Number (if any):
____________________________		____________________________

No. of Shares Entitled to Vote:		Share Certificate Number(s):
____________________________		____________________________

Address:		_________________________________________________________
		_________________________________________________________

SEC Form PRE 14A filed by UY Scuti Acquisition Corp.