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  4. [SCHEDULE 13D] Southern Cross Acquisition II Corp. Major Shareholder Acquisition (>5%)

Southern Cross Acquisition II holder owns 3.03M shares

Southern Cross Acquisition II Corp. (SCATU) has a large shareholder group led by Southern Cross Acquisition II Sponsor Corp. and its sole shareholder and director, Peizhong Yu.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Southern Cross Acquisition II Corp. (SCATU) has a large shareholder group led by Southern Cross Acquisition II Sponsor Corp. and its sole shareholder and director, Peizhong Yu. Together they report beneficial ownership of 3,025,800 ordinary shares, equal to 27.75% of the company’s outstanding ordinary shares as of August 27, 2026, when total shares outstanding were 10,905,615.

The Sponsor initially received 2,875,000 founder shares on May 26, 2026, for an aggregate purchase price of $25,000, and later transferred 55,000 founder shares to the chief executive officer, chief financial officer and three independent directors. At the IPO closing on August 27, 2026, the Sponsor purchased 205,800 private placement units, each including one ordinary share, one warrant exercisable at $11.50 per share, and one right to receive one‑fourth of an ordinary share. The reporting persons state they may acquire additional shares depending on market and other conditions but list no specific plans for corporate transactions or governance changes.

Positive

  • None.

Negative

  • None.

Filing Explained

Up to 324,123 founder shares remain subject to forfeiture, so the Sponsor’s reported ownership is not fully unconditional as of August 27.

This Schedule 13D records the Sponsor and Peizhong Yu’s beneficial-ownership position as of August 27, 2026; up to 324,123 founder shares remain subject to forfeiture if the underwriter’s over-allotment option is not exercised in full.

The filing also states that 50,877 founder shares are no longer subject to forfeiture, leaving the retained founder-share amount partly dependent on that over-allotment outcome.

The Sponsor acquired private-placement units at the IPO closing; the units include warrants exercisable at $11.50 and rights to receive one-fourth of an ordinary share, but the filing does not state that those instruments were exercised or that their underlying shares were issued.

Schedule 13D is an ownership disclosure for holders above 5% when they may seek to influence control; its Item 4 nevertheless lists no specific proposal for an extraordinary transaction, board or management change, or capitalization change.

The relevant resolution is the underwriter’s over-allotment option, because Item 4 ties the possible forfeiture of up to 324,123 founder shares to whether that option is exercised in full.

Beneficial ownership 3,025,800 ordinary shares Shares beneficially owned by the Sponsor and Peizhong Yu
Ownership percentage 27.75% Portion of SCATU’s outstanding ordinary shares as of August 27, 2026
Shares outstanding 10,905,615 ordinary shares Total SCATU ordinary shares outstanding as of August 27, 2026
Founder shares issued to Sponsor 2,875,000 shares Issued May 26, 2026 for an aggregate purchase price of $25,000
Founder share transfers to management 55,000 shares Transferred to CEO (15,000), CFO (10,000) and three directors (10,000 each)
Private placement units acquired 205,800 units Acquired by the Sponsor concurrently with SCATU’s IPO on August 27, 2026
Warrant exercise price $11.50 per share Exercise price for each warrant in the private placement units
Founder share purchase price $25,000 aggregate Consideration paid for 2,875,000 founder shares on May 26, 2026
founder shares financial
"the Issuer issued 2,875,000 ordinary shares as founder shares to the Sponsor"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
private placement units financial
"the Sponsor acquired 205,800 private placement units in the private placement"
beneficially own financial
"The Reporting Persons beneficially own 3,025,800 ordinary shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
dispositive power financial
"Mr. Peizhong Yu is deemed to have voting and dispositive rights"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
over-allotment option financial
"founder shares remain subject to forfeiture to the extent that the underwriter's over-allotment option is not exercised"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
Cayman Islands exempted company regulatory
"The Sponsor is a Cayman Islands exempted company"
A Cayman Islands exempted company is a legal entity incorporated under Cayman Islands law that is set up to do business mainly outside the islands; it offers flexible rules, limited local reporting and tax neutrality. For investors, it matters because the company’s legal protections, shareholder rights, disclosure requirements and tax treatment follow Cayman law rather than the investor’s home jurisdiction, which can affect governance, transparency and how easy it is to enforce claims—think of it like a car registered in another state for legal and tax reasons.

FAQ

How much of Southern Cross Acquisition II Corp. (SCATU) does the Sponsor and Peizhong Yu own?
They report beneficial ownership of 3,025,800 ordinary shares of Southern Cross Acquisition II Corp., representing 27.75% of the company’s 10,905,615 ordinary shares outstanding as of August 27, 2026.

What are the founder shares held in SCATU by the Sponsor?
The Sponsor was issued 2,875,000 founder shares on May 26, 2026 for $25,000. After transferring 55,000 founder shares to SCATU’s CEO, CFO and three independent directors, it holds 2,820,000 founder shares, some of which remain subject to forfeiture tied to the underwriters’ over‑allotment option.

What private placement units of SCATU did the Sponsor buy and what do they include?
On August 27, 2026, the Sponsor acquired 205,800 private placement units. Each unit consists of one ordinary share, one warrant exercisable for one ordinary share at $11.50, and one right to receive one‑fourth of one ordinary share of Southern Cross Acquisition II Corp.

Who ultimately controls the SCATU shares held by the Sponsor?
Peizhong Yu is the sole shareholder and director of the Sponsor and is deemed to have voting and dispositive power over the 3,025,800 Southern Cross Acquisition II Corp. shares held by the Sponsor.

Does the SCATU reporting group plan major corporate changes?
They state they may buy more ordinary shares depending on market and other conditions, but otherwise list no current plans for mergers, asset sales, board changes, recapitalizations, delistings or similar corporate actions at Southern Cross Acquisition II Corp.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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G82941108
(CUSIP Number)
PEIZHONG YU
PO BOX 309, UGLAND HOUSE, GRAND CAYMAN
GEORGE TOWN, E9, 00000
852 92859999
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/27/2026
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Includes (i) 2,820,000 ordinary shares, par value $0.0001 per share (the "ordinary shares"), of Southern Cross Acquisition II Corp. (the "Issuer") acquired by Southern Cross Acquisition II Sponsor Corp. (the "Sponsor") as founder shares prior to the Issuer's initial public offering (following the partial exercise of the underwriters' over-allotment option, 50,877 founder shares are no longer subject to forfeiture, and up to 324,123 founder shares remain subject to forfeiture to the extent that the underwriter's over-allotment option is not exercised in full); and (ii) 205,800 ordinary shares, underlying 205,800 private placement units acquired by the Sponsor in a private placement simultaneously with the consummation of the Issuer's initial public offering. Each private placement unit consists of one ordinary share, one warrant exercisable for one ordinary share at an exercise price of $11.50, and one right to receive one-fourth (1/4) of one ordinary share.


SCHEDULE 13D




Comment for Type of Reporting Person:
(2) The Sponsor is the record holder of the ordinary shares reported herein. Mr. Peizhong Yu is the sole shareholder and a director of the Sponsor, which entitles him to voting, dispositive or investment power over the Sponsor. As such, Mr. Peizhong Yu is deemed to have voting and dispositive rights over the securities of the Issuer held by the Sponsor.


SCHEDULE 13D


Southern Cross Acquisition II Sponsor Corp.
Signature:/s/ Peizhong Yu
Name/Title:Peizhong Yu/Director
Date:08/31/2026
Yu Peizhong
Signature:/s/ Peizhong Yu
Name/Title:Peizhong Yu
Date:08/31/2026

Source: View Original Filing on SEC EDGAR