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Southern Cross II sponsor reports 3.03M shares

Southern Cross Acquisition II Corp. (SCATU) disclosed initial beneficial ownership on a Form 3 by Southern Cross Acquisition II Sponsor Corp. and Peizhong Yu as ten percent owners.

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Southern Cross Acquisition II Corp. (SCATU) disclosed initial beneficial ownership on a Form 3 by Southern Cross Acquisition II Sponsor Corp. and Peizhong Yu as ten percent owners. The Sponsor holds 3,025,800 Ordinary Shares, including founder shares and shares underlying private units. It also holds 205,800 Private Warrants, each exercisable for one Ordinary Share at $11.50 after the later of 30 days following an initial business combination or one year after the registration statement’s effectiveness, and Private Rights that convert into Ordinary Shares upon completion of the initial business combination. Peizhong Yu is the sole member and director of the Sponsor and is deemed to have voting and dispositive power over these securities.

Positive

  • None.

Negative

  • None.
Insider Southern Cross Acquisition II Sponsor Corp., Yu Peizhong
Role 10% Owner | 10% Owner
Type Security Shares Price Value
holding Private Warrants F4, F3, F1 -- -- --
holding Private Rights F6, F1, F5 -- -- --
holding Ordinary Shares F2, F1 -- -- --
Holdings After Transaction: Private Warrants — 205,800 contracts (Direct); Private Rights — 51,450 contracts (Direct); Ordinary Shares — 3,025,800 shares (Direct)
Footnotes (6)
  1. F1. Southern 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.
  2. F2. Including (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.
  3. F3. Represents 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.
  4. F4. As 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.
  5. F5. Represents 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.
  6. F6. As 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.
Ordinary Shares beneficially owned 3,025,800 shares Ordinary Shares of Southern Cross Acquisition II Corp. held by the Sponsor as reported on Form 3
Private Warrants 205,800 warrants Private Warrants held by the Sponsor, each for one Ordinary Share
Private Warrant exercise price $11.50 per share Exercise price for each private warrant to purchase one Ordinary Share
Private Rights 205,800 rights Private Rights underlying private units held by the Sponsor, each for one-fourth (1/4) of an Ordinary Share
Private Warrants financial
"Represents 205,800 ordinary shares issuable upon exercise of 205,800 private warrants"
A private warrant is a contract sold directly to selected investors that gives the holder the right to buy a company’s stock at a fixed price in the future. Think of it as a coupon for shares that isn’t offered on public markets: it can provide the company with future cash if exercised but can also dilute existing shareholders by increasing the number of outstanding shares, so investors watch exercise price, expiration and transfer restrictions closely.
Private Rights financial
"Represents 48,825 ordinary shares issuable upon conversion of 205,800 private rights"
initial business combination financial
"become exercisable on the later of 30 days after the completion of an initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
Registration Statement regulatory
"as described in the Registration Statement"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

FAQ

What insider ownership did Southern Cross Acquisition II Sponsor Corp. report in SCATU on this Form 3?

Southern Cross Acquisition II Sponsor Corp. reported beneficial ownership of 3,025,800 Ordinary Shares of Southern Cross Acquisition II Corp., including founder shares and shares underlying private units acquired in connection with the initial public offering and related private placement.

When do the SCATU private warrants reported on this Form 3 become exercisable?

The private warrants become exercisable on the later of 30 days after completion of an initial business combination and one year from the date the registration statement is declared effective, and will expire five years after the initial business combination or earlier upon redemption or liquidation.

What private rights in SCATU were reported and what do they entitle the holder to receive?

The Sponsor reported holding private rights underlying private units; each private right entitles the holder to receive one-fourth (1/4) of one Ordinary Share of Southern Cross Acquisition II Corp. upon completion of the company’s initial business combination, pursuant to the rights agreement.

What is Peizhong Yu’s relationship to the SCATU Sponsor and the reported securities?

Peizhong Yu is the sole member and director of Southern Cross Acquisition II Sponsor Corp., giving him voting, dispositive, or investment power over the Sponsor. He is therefore deemed to have voting and dispositive rights over the SCATU securities held by the Sponsor.

Does this SCATU Form 3 report any insider buy or sell transactions?

No. The Form 3 for Southern Cross Acquisition II Corp. reports initial beneficial ownership positions in Ordinary Shares, Private Warrants, and Private Rights, but does not report any purchase, sale, exercise, or other transaction activity.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Southern Cross Acquisition II Sponsor Corp.

(Last)(First)(Middle)
C/O SOUTHERN CROSS ACQUISITION II CORP.
1412 BROADWAY, 21ST FLOOR, SUITE 21V

(Street)
NEW YORK NEW YORK 10018

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2026
3. Issuer Name and Ticker or Trading Symbol
Southern Cross Acquisition II Corp. [ SCAT ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares3,025,800(2)(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Private Warrants (4) (4)Ordinary Shares205,800(3)(1)$11.5D
Private Rights (6) (6)Ordinary Shares51,450(1)(5)$0D
1. Name and Address of Reporting Person*
Southern Cross Acquisition II Sponsor Corp.

(Last)(First)(Middle)
C/O SOUTHERN CROSS ACQUISITION II CORP.
1412 BROADWAY, 21ST FLOOR, SUITE 21V

(Street)
NEW YORK NEW YORK 10018

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Yu Peizhong

(Last)(First)(Middle)
C/O SOUTHERN CROSS ACQUISITION II CORP.
1412 BROADWAY, 21ST FLOOR, SUITE 21V

(Street)
NEW YORK NEW YORK 10018

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Southern 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.
2. Including (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.
3. Represents 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.
4. As 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.
5. Represents 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.
6. As 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.
/s/ Peizhong Yu as Director of Southern Cross Acquisition II Sponsor Corp.08/25/2026
/s/ Peizhong Yu08/25/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)