8-KFiled Aug 26, 8:00 PM ET

Southern Cross Acquisition II Corp. Completes IPO; Lists Units on Nasdaq

$SCAT · Southern Cross Acquisition II Corp.

Research Summary

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Updated

Southern Cross Acquisition II Corp. Completes IPO; Lists Units on Nasdaq

What Happened

  • Southern Cross Acquisition II Corp. (SCAT) announced on Aug. 27, 2026 that it consummated its initial public offering (IPO) of 7,652,630 units (including a 152,630‑unit partial over‑allotment) at $10.00 per unit for gross proceeds of $76,526,300. Each unit includes one ordinary share, one warrant (exercise price $11.50), and one right (one‑quarter of an ordinary share upon a qualifying business combination).
  • Substantially concurrently, the company sold 224,932 private units to its Sponsor and the underwriters’ representative for $2,249,320 (private placement exempt under Section 4(a)(2)). The company also issued 153,053 ordinary shares to the underwriters’ representative as underwriting compensation.
  • Approximately $76,717,616 (IPO and private unit proceeds, net of transaction expenses and working capital) were placed in the company’s trust account and generally will remain there until the earliest of: completion of the company’s initial business combination, certain approved shareholder actions, or liquidation if no business combination is completed within the prescribed period.
  • Corporate housekeeping: SCAT adopted an Amended and Restated Memorandum and Articles of Association (effective Aug. 25, 2026) and, effective Aug. 26, 2026, appointed three independent directors—Hongmei Zhao, Wenhua Qian, and Zhiqiang Du (Du designated as the audit committee financial expert). The Sponsor transferred small amounts of ordinary shares to executives and directors (15,000 to CEO Ally Tong Zhang; 10,000 to CFO Xin Wang; 10,000 each to the three independent directors) at about $0.0087 per share.

Key Details

  • IPO units sold: 7,652,630 units; price: $10.00 per unit; gross IPO proceeds: $76,526,300 (includes 152,630 over‑allotment units).
  • Private units: 224,932 units; proceeds $2,249,320; issued under Section 4(a)(2) exemption.
  • Trust account funding: approx. $76,717,616 placed in trust (net of expenses); funds generally locked until a qualifying business combination or liquidation.
  • Governance: Three independent directors appointed (effective Aug. 26, 2026); Zhiqiang Du qualifies as audit committee financial expert.

Why It Matters

  • For investors, this filing confirms SCAT is now a listed blank‑check (SPAC) vehicle with roughly $76.7 million held in trust to pursue an initial business combination. That cash level defines the pool available for acquisition targets and potential shareholder redemptions.
  • The appointment of independent directors and an audit committee financial expert establishes the board and key governance roles investors watch before a SPAC proposes a deal.
  • Private units and representative shares are subject to transfer restrictions and lockups, which affects near‑term ownership/ voting dynamics and potential dilution profile after a business combination.