{"filing":{"accession_number":"0001929980-26-000510","cik":"0002133239","ticker":null,"company_name":"Southern Cross Acquisition II Corp.","form":"8-K","filing_date":"2026-08-27","report_date":"2026-08-25","primary_document":"scacii_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2133239/000192998026000510/scacii_8k.htm"},"events":[{"id":30057,"run_id":27551,"accession_number":"0001929980-26-000510","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"Southern Cross Acquisition II Corp. consummated its initial public offering on August 27, 2026, raising $76.5 million in gross proceeds through the issuance of 7.65 million units. The filing discloses multiple material definitive agreements (Underwriting Agreement, Warrant Agreement, Rights Agreement, Private Unit Subscription Agreement, Investment Management Trust Agreement, and others) executed in connection with the IPO, establishing the company's capitalization structure and governance framework for its subsequent business combination search.","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27","form":"8-K","submitted_at":null,"items":[{"id":32555,"accession_number":"0001929980-26-000510","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Southern Cross Acquisition II Corp. consummated its initial public offering on August 27, 2026, raising $76.5 million in gross proceeds through the issuance of 7.65 million units. While technically an IPO rather than a traditional M\u0026A transaction, Item 1.01 disclosure of \"Entry into a Material Definitive Agreement\" encompasses the underwriting agreement and related transaction agreements that constitute the foundational capital-raising event for this blank-check company. The filing discloses multiple material definitive agreements (Underwriting Agreement, Warrant Agreement, Rights Agreement, Private Unit Subscription Agreement, Investment Management Trust Agreement, and others) executed in connection with the IPO. This is material to investors as it establishes the company's capitalization structure and governance framework for its subsequent business combination search.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32559,"accession_number":"0001929980-26-000510","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"This disclosure announces the completion of a $76.5 million IPO and concurrent private placement by a blank-check SPAC, with approximately $76.7 million placed in trust pending a business combination. While the filing is clearly material to investors, it does not fit neatly into the standard 8-K taxonomy: it is neither an earnings release (no financial results), nor a traditional M\u0026A activity (no target identified), nor a capital raise in the sense of debt or dilutive equity issuance. The event is primarily a capital formation milestone for a newly public shell company, which is operational and financial in nature but lacks a dedicated category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30058,"run_id":27551,"accession_number":"0001929980-26-000510","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Southern Cross Acquisition II Corp. completed an unregistered private sale of 224,932 units to the Sponsor and Representative for $2,249,320 pursuant to Section 4(a)(2) exemption, concurrent with the IPO. This classic dilutive private placement allows insiders to acquire equity at the same price as public investors but with transfer restrictions.","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27","form":"8-K","submitted_at":null,"items":[{"id":32556,"accession_number":"0001929980-26-000510","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private sale of 224,932 units to the Sponsor and Representative for $2,249,320, made pursuant to Section 4(a)(2) exemption. This is a classic dilutive private placement concurrent with an IPO, where insiders acquire equity at the same price as public investors but with transfer restrictions. The transaction is material to investors assessing the company's capitalization and insider commitment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30059,"run_id":27551,"accession_number":"0001929980-26-000510","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Three independent directors—Hongmei Zhao, Wenhua Qian, and Zhiqiang Du—were appointed to the board effective August 26, 2026, in connection with the Company's Nasdaq listing. Zhiqiang Du was designated as audit committee chair and Hongmei Zhao as compensation committee chair.","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27","form":"8-K","submitted_at":null,"items":[{"id":32557,"accession_number":"0001929980-26-000510","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The principal disclosed action is the appointment of three independent directors—Hongmei Zhao, Wenhua Qian, and Zhiqiang Du—effective August 26, 2026, in connection with the Company's Nasdaq listing. While the section also mentions equity transfers to officers and directors, the core event is the appointment of these directors to the board and their assignment to audit and compensation committees, with Zhiqiang Du designated as audit committee chair and Hongmei Zhao as compensation committee chair. This is a governance event material to investors assessing board composition and oversight structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30060,"run_id":27551,"accession_number":"0001929980-26-000510","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Southern Cross Acquisition II Corp. adopted Amended and Restated Memorandum and Articles of Association by special resolution, effective upon the company's IPO registration. This is a routine corporate-structure amendment tied to the IPO process.","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27","form":"8-K","submitted_at":null,"items":[{"id":32558,"accession_number":"0001929980-26-000510","item_number":"5.03","item_title":"Amendments to the Memorandum and Articles of Association.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The Item 5.03 disclosure concerns adoption of Amended and Restated Memorandum and Articles of Association by special resolution, effective upon the company's IPO registration. This is a routine governance/corporate-structure amendment tied to the IPO process. While the IPO itself (evidenced by the supplemental press releases) is material, the bylaw amendment itself is administrative and does not independently affect investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":32555,"accession_number":"0001929980-26-000510","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Southern Cross Acquisition II Corp. consummated its initial public offering on August 27, 2026, raising $76.5 million in gross proceeds through the issuance of 7.65 million units. While technically an IPO rather than a traditional M\u0026A transaction, Item 1.01 disclosure of \"Entry into a Material Definitive Agreement\" encompasses the underwriting agreement and related transaction agreements that constitute the foundational capital-raising event for this blank-check company. The filing discloses multiple material definitive agreements (Underwriting Agreement, Warrant Agreement, Rights Agreement, Private Unit Subscription Agreement, Investment Management Trust Agreement, and others) executed in connection with the IPO. This is material to investors as it establishes the company's capitalization structure and governance framework for its subsequent business combination search.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27"},{"id":32556,"accession_number":"0001929980-26-000510","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private sale of 224,932 units to the Sponsor and Representative for $2,249,320, made pursuant to Section 4(a)(2) exemption. This is a classic dilutive private placement concurrent with an IPO, where insiders acquire equity at the same price as public investors but with transfer restrictions. The transaction is material to investors assessing the company's capitalization and insider commitment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27"},{"id":32557,"accession_number":"0001929980-26-000510","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The principal disclosed action is the appointment of three independent directors—Hongmei Zhao, Wenhua Qian, and Zhiqiang Du—effective August 26, 2026, in connection with the Company's Nasdaq listing. While the section also mentions equity transfers to officers and directors, the core event is the appointment of these directors to the board and their assignment to audit and compensation committees, with Zhiqiang Du designated as audit committee chair and Hongmei Zhao as compensation committee chair. This is a governance event material to investors assessing board composition and oversight structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27"},{"id":32558,"accession_number":"0001929980-26-000510","item_number":"5.03","item_title":"Amendments to the Memorandum and Articles of Association.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The Item 5.03 disclosure concerns adoption of Amended and Restated Memorandum and Articles of Association by special resolution, effective upon the company's IPO registration. This is a routine governance/corporate-structure amendment tied to the IPO process. While the IPO itself (evidenced by the supplemental press releases) is material, the bylaw amendment itself is administrative and does not independently affect investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27"},{"id":32559,"accession_number":"0001929980-26-000510","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"This disclosure announces the completion of a $76.5 million IPO and concurrent private placement by a blank-check SPAC, with approximately $76.7 million placed in trust pending a business combination. While the filing is clearly material to investors, it does not fit neatly into the standard 8-K taxonomy: it is neither an earnings release (no financial results), nor a traditional M\u0026A activity (no target identified), nor a capital raise in the sense of debt or dilutive equity issuance. The event is primarily a capital formation milestone for a newly public shell company, which is operational and financial in nature but lacks a dedicated category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:04.681315+00:00","company_name":"Southern Cross Acquisition II Corp.","ticker":null,"filing_date":"2026-08-27"}]}