Southern Cross Acquisition II Corp美股招股说明书(2026-08-26版)

Southern Cross Acquisition II 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. Each 4 rights entitle the holder thereof to receive one ordinary share upon the consummation of our business combinationnot issue fractional shares upon the conversion of the rights. As a result, you must hold rights in multiples of four in order to receiveall of your rights upon the consummation 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 1,125,000 units (over and above the 7,500,000 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 redeem their shares upon the consummation of our initial business combination at a per-share price, payable in cash, eqaggregate amount then on deposit in the trust account described below, calculated as of two business days prior to the consummatiobusiness combination, including interest earned on the trust account (net of income taxes payable, if any) and not previously releaCompany to pay its taxes, divided by the number of then issued and outstanding ordinary shares that were sold in this offering, no matvote “for”, “against,” or abstain from voting on the business combination proposal. Except for income taxes, the proceeds placed inaccount and the interest earned thereon are not intended to be used to pay for possible excise tax or any other fees or taxes that may bethe Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under theReduction Act of 2022 on any redemptions or stock buybacks by the Company. The redemption rights for the public shareholders arecertain limitations, including that (i) under our amended and restated memorandum and articles of association, a public shareholderwith any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defiSection 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the sin this offering; and (ii) as our amended and restated memorandum and articles of association provides that we may not consummatebusiness combination if we cannot maintain net tangible assets of $5,000,001 upon such business combination, we may redeem unumber of public shares that would permit us to maintain net tangible assets of $5,000,001. If our business combination requiressubstantially all of our cash to pay the purchase price, or requires us to have a minimum amount of cash at closing, the redemptionmay be further limited. For further information, see “Prospectus Summary — Limitation on redemption rights of shareholders holdinmore of the shares sold in this offering if we hold shareholder vote” on page 32 and “Risk Factors — The ability of a large numbshareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize ostructure.” on page 53 of this prospectus. 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, or the “public units” (except with regards to the public shares uthe public units), and holders of the rights sold in this offering, or the “public rights,” have not been provided with the opportunitytheir public units or public rights in connection