UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2026 (July 20, 2026)

1412 Broadway

21st Floor Suite 21V

New York, NY 10018

(Address of principal executive offices)

+1 (646) 257-5537

(Registrant’s telephone number, including area code)

____________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On July 20, 2026, the Registration Statement on Form S-1 (File No. 333-296723) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Southern Cross Acquisition I Corp., a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange Commission. On July 22, 2026, the Company consummated the IPO of 11,500,000 units (the “Units”), which includes the full exercise of the underwriters’ option to purchase an additional 1,500,000 Units to cover over-allotments. Each Unit consists of one ordinary share, $0.0001 par value per share (each, a “Ordinary Share”), one redeemable warrant (the “Warrant”), each Warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, and one right (each, a “Right”), each Right entitling the holder thereof to receive one-fourth of one Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $115,000,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 239,300 units (the “Private Units”) to the Company’s Sponsor, Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”). Each Private Unit consists of one Ordinary Share, one Warrant (the “Private Warrants”), and one Right (the “Private Rights”). The Private Units are identical to the Units sold in the IPO, subject to limited exceptions as further described in the Registration Statement. The Private Units were sold at $10.00 per Unit, generating gross proceeds of $2,393,000.

The Company also issued to D. Boral Capital LLC, the representative of the underwriters of the IPO (the “Representative”), 115,000 Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO. The Representative Shares are identical to the Ordinary Shares included in the Units, except that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2), other than (i) the Representative or an underwriter or selected dealer in connection with the IPO, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. In addition, the Representative has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination, (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within the period as provided in the Company’s Amended and Restated Memorandum and Articles of Association, and (iii) to vote the Representative Shares in favor of any proposed business combination.

In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement:

The Underwriting Agreement is filed as Exhibit 1.1, the Warrant Agreement is filed as Exhibit 4.1 and the Rights Agreement is filed as Exhibit 4.2, and the other agreements set forth above are filed as Exhibits 10.1 to 10.8, respectively, to this report, and each of such exhibits is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 239,300 Private Units to the Sponsor for an aggregate purchase price of $2,393,000. The Private Units are identical to the Units issued in the IPO, except that the holders have agreed not to transfer, assign or sell any of the Private Units and the underlying securities (except for certain permitted transferees) until the completion of the Company’s initial business combination. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on July 21, 2026, in connection with the listing of the Company’s Units on the Nasdaq Global Market, Zhiqiang Du, Zhuo Liang, and Qian Xu became directors of the Company.

The board of directors of the Company has determined that each of Zhiqiang Du, Zhuo Liang, and Qian Xu are independent directors under the requirements of the Nasdaq listing standards and under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and has determined that Zhiqiang Du qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Zhiqiang Du, Zhuo Liang, and Qian Xu will serve as members of the audit committee and the compensation committee, with Zhiqiang Du serving as chair of the audit committee, and Zhuo Liang serving as chair of the compensation committee.

On or about July 16, 2026, the Sponsor transferred 5,000 Ordinary Shares to our Chief Executive Officer, Ally Tong Zhang, 3,000 Ordinary Shares to our Chief Financial Officer, Siu Wai Lam, and 6,000 Ordinary Shares to our independent directors, Zhiqiang Du, Zhuo Liang, and Qian Xu (each independent director for 2,000 Ordinary Shares), at approximately $0.0087 per share. The Company will reimburse the officers and directors for reasonable out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf such as identifying and investigating possible target businesses and business combinations.

Other than as set forth in Item 1.01 of this report and the Registration Statement, none of the directors mentioned above are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions involving the Company required to be disclosed under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to the Memorandum and Articles of Association.

On July 16, 2026, the Company adopted, by special resolution, its Amended and Restated Memorandum and Articles of Association, effective from the effective time and date of the Company’s registration statement on Form 8-A in connection with the IPO. The Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 8.01 Other Events.

A total of $115,000,000, from the proceeds of the IPO and the sale of the Private Units (net of transaction expenses and working capital) were placed in the Company’s trust account. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and dissolution expenses, the proceeds from the IPO and the sale of the Private Units held in the trust account will not be released until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete the Company’s initial business combination within 12 months from the consummation of the IPO, or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of all the Company’s public shares if the Company is unable to complete its initial business combination within 12 months from the consummation of the IPO, subject to applicable law.

On July 20, 2026, the Company issued a press release, a copy of which is filed as Exhibit 99.1 to this report, announcing the pricing of the IPO.

On July 22, 2026, the Company issued a press release, a copy of which is filed as Exhibit 99.2 to this report, announcing the closing of the IPO.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATTACHMENTS / EXHIBITS

UNDERWRITING AGREEMENT

MEMORANDUM AND ARTICLES OF ASSOCIATION

WARRANT AGREEMENT

RIGHTS AGREEMENT

SECURITIES TRANSFER AGREEMENT

SECURITIES TRANSFER AGREEMENT

SECURITIES TRANSFER AGREEMENT

PRIVATE UNIT SUBSCRIPTION AGREEMENT

INVESTMENT MANAGEMENT TRUST AGREEMENT

REGISTRATION RIGHTS AGREEMENT

LETTER AGREEMENT

INDEMNITY AGREEMENT

PRESS RELEASE

PRESS RELEASE

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