SEC Form 3 · accession 0001929980-26-000497
Southern Cross Acquisition II Corp. · SCAT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 25, 2026
Accepted (ET)
Aug 25, 2026 · 5:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0002133239
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF2,F1 | holding | — | — | — | 3,025,800 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private WarrantsF4,F3,F1 | $11.50 | holding | — | — | — | — | — | Ordinary Shares | 205,800 | — | D |
| Private RightsF6,F1,F5 | $0.00 | holding | — | — | — | — | — | Ordinary Shares | 51,450 | — | D |
Explanation of responses
- F1Southern Cross Acquisition II Sponsor Corp., a Cayman Island exempted company (the "Sponsor"), is the record holder of the securities reported herein. Peizhong Yu is the sole member and director of the Sponsor, which entitles him to voting, dispositive or investment power over the Sponsor. As such, Peizhong Yu is deemed to have voting and dispositive rights over the securities of Southern Cross Acquisition II Corp. (the "Issuer") held by the Sponsor.
- F2Including (i) 2,820,000 ordinary shares of the Issuer acquired by the Sponsor prior to the IPO, including up to 375,000 shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised full or in part, and (ii) 205,800 ordinary shares underlying the private units (the "Private Units") of the Issuer to be acquired by the Sponsor in a private placement (the "Private Placement") simultaneously with the consummation of the initial public offering of the Issuer. Each Private Unit consists of one ordinary share, one redeemable warrant, and one right to receive one-fourth (1/4) of one ordinary share.
- F3Represents 205,800 ordinary shares issuable upon exercise of 205,800 private warrants of the Issuer underlying the Private Units acquired by the Sponsor in the Private Placement. Each private warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share.
- F4As described in the Warrant Agreement dated August 25, 2026, between the Issuer and Vstock Transfer, LLC, which is filed as Exhibit 4.6 to the Issuer's Registration Statement on Form S-1 (File No. 333-297331)(the "Registration Statement"), the private warrants will become exercisable on the later of (i) 30 days after the completion of an initial business combination and (ii) one year from the date that the Registration Statement is declared effective, and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described in the Registration Statement.
- F5Represents 48,825 ordinary shares issuable upon conversion of 205,800 private rights of the Issuer, each private right entitling the holder to receive one-fourth (1/4) of one ordinary share of the Issuer, underlying the Private Units to be acquired by the Sponsor in the Private Placement.
- F6As described in the Rights Agreement dated August 25, 2026, between the Issuer and Vstock Transfer, LLC, which is filed as Exhibit 4.4 of the Registration Statement, each private right of the Issuer will automatically convert into one-fourth (1/4) of one ordinary share of the Issuer upon the completion of the Issuer's initial business combination.