Southern Cross Acquisition I Corp美股招股说明书(2026-07-21版)

$100,000,000SOUTHERN CROSS ACQUISITION I CORP.10,000,000 Units Southern Cross Acquisition I Corp. is a blank check company incorporated in the Cayman Islands as an exempted company wiliability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganizationbusiness combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limparticular industry or geographic region.Because of our significant ties to China, we may pursue opportunities in China (including Hand Macau). This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one ordinaryredeemable warrant, and one right to receive one-fourth (1/4) of one ordinary share. Each whole redeemable warrant entitles the holdto purchase one ordinary share at an exercise price of $11.50 per share. Each warrant will become exercisable on the later of (i) 30 daycompletion of an initial business combination, and (ii) one year from the date that this registration statement is declared effectiveexpire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as describprospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Each 4 rights entitlethereof to receive one ordinary share upon the consummation of our business combination. We will not issue fractional sharesconversion of the rights. As a result, you must hold rights in multiples of four in order to receive shares for all of your rightsconsummation of a business combination. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public companyrequirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. We have granted D. Boral Capital LLC (“D. Boral”), the representative of the underwriters of this offering, a 45-day option to purchasadditional 1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We will provide the holders of our issued and outstanding ordinary shares that were sold in this offering, or the “public shares”opportunity to, at least two business days' prior to any vote on our initial business combination, elect to redeem their sharesconsummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deptrust account described below, calculated as of two business days prior to the consummation of such business combination, includinearned on the trust account (net of income taxes payable, if any) and not previously released to the Company to pay its taxes, dividnumber of then issued and outstanding ordinary shares that were sold in this offering, no matter if they vote “for”, “against,” or absvoting on the business combination proposal. Except for income taxes, the proceeds placed in the trust account and the interest earneare not intended to be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to anpending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redor stock buybacks by the Company. The redemption rights for the public shareholders are subject to certain limitations, including thaour amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholdother person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Actrestricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering; and (ii) as ourand restated memorandum and articles of association provides that we may not consummate an initial business combination if wmaintain net tangible assets of $5,000,001 upon such business combination, we may redeem up to such number of public shares tpermit us to maintain net tangible assets of $5,000,001. If our business combination requires us to use substantially all of our cashpurchase price, or requires us to have a minimum amount of cash at closing, the redemption threshold may be further limited. Finformation, see “Prospectus Summary — Limitation on redemption rights of shareholders holding 15% or more of the shares sooffering if we hold shareholder vote” on page 32 and “Risk Factors — The ability of a large number of our shareholders to exercise rerights may not allow us to consummate the most desirable business combination or optimize our capital structure.” on page 5prospectus. However, if the business combination is not approved or consummated, the redeeming public shares will be returned to the respectivbrokers or banks. In addition, holders of the units sold in this offering, o