|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Southern Cross Acquisition II Corp. (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
(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) |
11/02/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Southern Cross Acquisition II Sponsor Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,701,677.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yu Peizhong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,701,677.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share |
| (b) | Name of Issuer:
Southern Cross Acquisition II Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
1412 BROADWAY 21ST FLOOR,, SUITE 21 V,, NEW YORK,,
NEW YORK
, 10018. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by the Sponsor and Mr. Peizhong Yu (collectively, the "Reporting Persons"). The Reporting Persons are beneficial holders of approximately 25.53% of the Issuer's outstanding ordinary shares based on the number of ordinary shares outstanding as of November 4, 2026. |
| (b) | The principal business address of the Reporting Persons is PO Box 309, Ugland House, Grand Cayman, George Town, Cayman Islands. |
| (c) | Mr. Peizhong Yu is the sole shareholder and 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. |
| (d) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. |
| (e) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (f) | The Sponsor is a Cayman Islands exempted company. Mr. Peizhong Yu is citizen of the People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
On May 26, 2026, the Issuer issued 2,875,000 ordinary shares as founder shares to the Sponsor for an aggregate purchase price of $25,000. On August 25, 2026, the Sponsor transferred (i) 15,000 founder shares to Ally Tong Zhang, Chairwoman and Chief Executive Officer of the Issuer, (ii) 10,000 founder shares to Xin Wang, Chief Financial Officer of the Issuer, and (iii) 10,000 founder shares to each of Hongmei Zhao, Du Zhiqiang, and Wenhua Qian, independent directors of the Issuer. On August 27, 2026, simultaneously with the Issuer's initial public offering, the Sponsor acquired 205,800 private placement units in the private placement. Each private placement unit consists of one ordinary share of the Issuer, 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 of the Issuer.
On November 2, 2026, 324,123 founder shares were forfeited without consideration following the underwriter's partial exercise of its over-allotment option.
Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional ordinary shares or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise. Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors of the Issuer (the "Board") or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of ordinary shares beneficially or directly owned by the Reporting Persons is based upon a total of 10,581,492 ordinary shares outstanding as of November 4, 2026. The Reporting Persons beneficially own 2,701,677 ordinary shares, representing approximately 25.53% issued and outstanding ordinary shares. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Persons is 2,701,677 ordinary shares, representing approximately 25.53% issued and outstanding ordinary shares. |
| (c) | Other than the disposition of the shares as reported in this Schedule 13D, no actions in the ordinary shares were effected during the past sixty (60) days by the Reporting Persons. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
7.1 Joint Filing Agreement, dated August 31, 2026.
10.1 Securities Purchase Agreement, dated May 26, 2026, between the Issuer and the Sponsor.
https://www.sec.gov/Archives/edgar/data/2133239/000192998026000317/scacii_ex105.htm
10.2 Securities Transfer agreement, dated August 25, 2026, between the Sponsor and Chief Executive Officer of the Issuer.
https://www.sec.gov/Archives/edgar/data/2133239/000192998026000510/scacii_ex101.htm
10.3 Securities Transfer agreement, dated August 25, 2026, between the Sponsor and Chief Financial Officer of the Issuer.
https://www.sec.gov/Archives/edgar/data/2133239/000192998026000510/scacii_ex102.htm
10.4 Securities Transfer Agreement, dated August 25, 2026, among the Sponsor and certain directors of the Issuer.
https://www.sec.gov/Archives/edgar/data/2133239/000192998026000510/scacii_ex103.htm
10.5 Private Unit Subscription Agreement, dated August 25, 2026, between the Issuer, the Sponsor, and D. Boral Capital LLC.
https://www.sec.gov/Archives/edgar/data/2133239/000192998026000510/scacii_ex104.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|